| 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 | +140K | +106.72% | $0.00 | 270K | Jan 12, 2023 | Common Stock | 140K | Direct | F1, F2, F3 | |
| transaction | PRO | Market Stock Units | Award | $0 | +186K | +64.58% | $0.00 | 474K | Jan 12, 2023 | Common Stock | 186K | Direct | F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PRO") 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) 17,587 unvested RSUs granted on January 15, 2019 - the award vests in four equal annual installments which began on January 15, 2020, with a final lapse date of January 15, 2023; (ii) 19,750 unvested RSUs awarded on January 13, 2020 - the award will vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (iii) 29,238 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; (iv) 64,152 unvested RSUs awarded on January 10, 2022 - the award vests at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter; and (v) 139,506 unvested RSUs as described in footnote 2. |
| F4 | One share of PROS Common Stock will be issued for each performance Market Stock Unit ("PMSU") that vests. |
| F5 | These PMSUs were granted on January 12, 2023, have a settlement date of January 31, 2026 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2023 through December 31, 2025. The amount of units reported represent the maximum possible number of shares which may be earned at 200% of target award. |
| F6 | All grants in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 116,952 PMSUs - the performance period for these shares will end on December 31, 2023 and will settle on January 31, 2024, and is associated with a January 11, 2021 grant; (ii) 171,072 PMSUs - the performance period for these shares will end on December 31, 2024 and will settle on January 31, 2025, and will settle on January 31, 2025, and is associated with a January 10, 2022 grant; and (iii) 186,008 PMSUs - the details of which are presented in footnote 5. |