Sec Form 4 Filing - McNabb Todd @ PROS Holdings, Inc. - 2025-01-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McNabb Todd 2. Issuer Name and Ticker or Trading Symbol PROS Holdings, Inc. [ PRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) 3200 KIRBY DR., SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2025 (Street) HOUSTON, TX77098 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 01/15/2025 A 70,112 ( 2 ) ( 2 ) Common Stock 70,112 $ 0 254,692 ( 3 ) D Market Stock Units ( 4 ) 01/15/2025 A 93,482 ( 5 ) ( 5 ) Common Stock 93,482 $ 0 189,060 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McNabb Todd 3200 KIRBY DR. SUITE 600 HOUSTON, TX77098 Chief Revenue Officer Signatures Christopher C. Chaffin, attorney-in-fact for Todd McNabb 01/17/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock. ( 2 )This RSU grant was awarded January 15, 2025, and vests at 25% after 1- year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 15th day of the first month of each quarter thereafter. ( 3 )Includes: (i) 7,467 unvested RSUs awarded 4/18/2024 - vesting at 100% on the 1-year anniversary date; (ii) 71,684 unvested RSUs awarded 4/18/24 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 18th day of the first month of each quarter thereafter; (iii) 105,429 unvested RSUs awarded 10/16/24 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at 6.25% on the 16th day of the 1st month of each quarter thereafter; and (iv) 70,112 unvested RSUs awarded 01/15/25 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at 6.25% on the 15th day of the 1st month of each quarter thereafter. ( 4 )One share of PROS common stock will be issued for each performance Market Stock Unit ("MSU") that vests. ( 5 )These MSUs were granted on January 15, 2025, have a settlement date of January 31, 2028 and are subject to a performance measure based on the relative shareholder return of PROS common stock compared with that of a peer group over a three-year performance period January 15, 2025 through December 31, 2027. The number of units reported represent the maximum possible number of shares which may be earned at 200% of target award. ( 6 )All grants in this Footnote represent the maximum possible number of shares which may be earned at 200% of target award and includes: (i)95,578 MSUs - the performance period for these shares will end on December 31, 2026, with a settlement date of January 31, 2027, associated with an April 18, 2024 grant; and (ii)93,482 MSUs as detailed in Footnote 5.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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