Stefan B. Schulz - 14 Jul 2025 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: EVP and CFO
Signature: Chris Chaffin, attorney-in-fact for Stefan B. Schulz
Issuer symbol: PRO
Transactions as of: 14 Jul 2025
Net transactions value: +$74,877
Form type: 4
Filing time: 15 Jul 2025, 16:26:09 UTC
Previous filing: 11 Jul 2025
Next filing: 14 Oct 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Schulz Stefan B	EVP and CFO	3200 KIRBY DR., SUITE 600, HOUSTON	Chris Chaffin, attorney-in-fact for Stefan B. Schulz	15 Jul 2025	0001340371

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Options Exercise	$71,672	+4,630	+1.6%	$15.48	291,044	14 Jul 2025	Direct	F1, F2
transaction	PRO	Common Stock	Tax liability	$32,694	-2,112	-0.73%	$15.48	288,932	14 Jul 2025	Direct	F1, F2
transaction	PRO	Common Stock	Options Exercise	$65,991	+4,263	+1.5%	$15.48	293,195	14 Jul 2025	Direct	F1, F2
transaction	PRO	Common Stock	Tax liability	$30,093	-1,944	-0.66%	$15.48	291,251	14 Jul 2025	Direct	F1, F2

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	Options Exercise	$0	-4,630	-2.4%	$0.000000	188,379	14 Jul 2025	Common Stock	4,630		Direct	F1, F3, F4, F5
transaction	PRO	Restricted Stock Units	Options Exercise	$0	-4,263	-2.3%	$0.000000	184,116	14 Jul 2025	Common Stock	4,263		Direct	F1, F3, F6, F7

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

Explanation of Responses:

Id	Content
F1	The actual vest date occurred on Saturday, July 12, 2025 and therefore the transaction occurred on the first business day thereafter.
F2	The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on July 14, 2025.
F3	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
F4	This is the seventh tranche of an award granted on January 12, 2023, in the amount of 74,074 RSUs.
F5	Includes: (i) 5,832 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; (ii) 27,780 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; (iii) 46,902 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; and (iv) 107,865 unvested RSUs awarded January 15, 2025 - 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 15th day of the first month of each quarter thereafter.
F6	This is the third tranche of an award granted on January 12, 2024, in the amount of 68,220 RSUs.
F7	This amount includes everything listed in Footnote 5, but the shares shown in item "(iii)" is changed to 42,639.