Scott William Cook - 10 Oct 2025 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: Sr.VP,Chief Accounting Officer
Signature: Chris Chaffin, attorney-in-fact for Scott William Cook
Issuer symbol: PRO
Transactions as of: 10 Oct 2025
Net transactions value: +$74,502
Form type: 4
Filing time: 14 Oct 2025, 16:37:08 UTC
Previous filing: 03 Sep 2025
Next filing: 02 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Cook Scott William	Sr.VP,Chief Accounting Officer	3200 KIRBY DR., SUITE 600, HOUSTON	Chris Chaffin, attorney-in-fact for Scott William Cook	14 Oct 2025	0001800221

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Options Exercise	$29,021	+1,264	+1.9%	$22.96	68,021	10 Oct 2025	Direct	F1
transaction	PRO	Common Stock	Tax liability	$11,434	-498	-0.73%	$22.96	67,523	10 Oct 2025	Direct	F1
transaction	PRO	Common Stock	Options Exercise	$53,106	+2,315	+3.4%	$22.94	69,838	13 Oct 2025	Direct	F2, F3
transaction	PRO	Common Stock	Tax liability	$20,898	-911	-1.3%	$22.94	68,927	13 Oct 2025	Direct	F2, F3
transaction	PRO	Common Stock	Options Exercise	$40,741	+1,776	+2.6%	$22.94	70,703	13 Oct 2025	Direct	F2, F3
transaction	PRO	Common Stock	Tax liability	$16,035	-699	-0.99%	$22.94	70,004	13 Oct 2025	Direct	F2, F3

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	-1,264	-1.2%	$0.000000	101,552	10 Oct 2025	Common Stock	1,264		Direct	F4, F5, F6
transaction	PRO	Restricted Stock Units	Options Exercise	$0	-2,315	-2.3%	$0.000000	99,237	13 Oct 2025	Common Stock	2,315		Direct	F4, F7, F8
transaction	PRO	Restricted Stock Units	Options Exercise	$0	-1,776	-1.8%	$0.000000	97,461	13 Oct 2025	Common Stock	1,776		Direct	F4, F9, F10

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

Explanation of Responses:

Id	Content
F1	The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on October 10, 2025.
F2	The actual vest date occurred on Sunday, October 12, 2025, and therefore the transaction occurred on the first business day thereafter.
F3	The price represents the price of PROS common stock at the close of market on October 13, 2025.
F4	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
F5	This is the penultimate tranche of an award granted on January 10, 2022, in the amount of 20,217 RSUs.
F6	Includes: (i) 1,264 unvested RSUs awarded 1/10/22 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the 1st month of each quarter thereafter; (ii) 1,216 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; (iii) 13,890 unvested RSUs awarded 1/12/23 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter; (iv) 17,767 unvested RSUs awarded 1/12/24 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter; and (v) 67,415 unvested RSUs awarded 1/15/25 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 15th day of the 1st month of each quarter thereafter.
F7	This is the eighth tranche of an award granted on January 12, 2023, in the amount of 37,037 RSUs.
F8	This amount includes everything listed in Footnote 6, but the share count shown in item "(iii)" is changed to 11,575.
F9	This is the fourth tranche of an award granted on January 12, 2024, in the amount of 29,425 RSUs.
F10	This amount includes everything listed in Footnote 6, but the share count shown in item "(iii)" is changed to 11,575 and the shares count in item "(iv)" is changed to 15,991.