Scott William Cook - Jan 12, 2023 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRO	Restricted Stock Units	Award	$0	+37K	+99.04%	$0.00	74.4K	Jan 12, 2023	Common Stock	37K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") Common Stock.
F2	This grant was awarded on January 12, 2023. These RSUs will vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter.
F3	Includes: (i) 2,270 unvested RSUs awarded 1/15/19; vests in 4 equal annual installments beginning 1/15/20, and a final lapse date of 1/15/23 (ii) 3,000 unvested RSUs awarded 1/13/20; vests in 4 equal annual installments beginning 1/13/21, and a final lapse date of 1/13/24; (iii) 7,245 unvested RSUs awarded 1/11/21; vests in 4 equal annual installments beginning 1/11/22, and a final lapse date of 1/11/25; (iv) 15,163 unvested RSUs awarded 1/10/22; vests at 25% after 1 year on the anniversary date and the remainder vesting at the rate of 6.25% on the 10th day of the 1st month of each quarter thereafter; (v) 9,718 unvested RSUs awarded 3/1/22; vests at 25% after 1 year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3 month calendar period thereafter; and (vi) 37,037 unvested RSUs as described in footnote 2.