| 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 | +74.1K | +100.1% | $0.00 | 148K | Jan 12, 2023 | Common Stock | 74.1K | Direct | F1, F2, F3 | |
| transaction | PRO | Market Stock Units | Award | $0 | +98.8K | +88.27% | $0.00 | 211K | Jan 12, 2023 | Common Stock | 98.8K | Direct | F4, F5, F6 |
| 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 vest 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) 9,078 unvested RSUs awarded 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) 11,300 unvested RSUs awarded January 13, 2020 - the award vests in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (iii) 18,630 unvested RSUs awarded January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; and (iv) 34,992 unvested RSUs awarded 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 74,074 unvested RSUs awarded January 12, 2023 - 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 12th day of the first month of each quarter thereafter. |
| 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) 49,678 MSUs - 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) 62,208 PMSUs - the performance period for these shares will end on December 31, 2024 and will settle on January 31, 2025, and is associated with a January 10, 2022 grant; and (iii) 98,764 PMSUs as detailed in footnote 5. |