[Form 4] Pros Holdings, Inc. Insider Trading Activity

Insider Trade Summary

8,893 shares exercised/converted

Exercise 6 txns

Insider Schulz Stefan B

Role EVP and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,630	$0.00	$0.00
Exercise	Restricted Stock Units	4,263	$0.00	$0.00
Exercise	Common Stock	4,630	$15.48	$72K
Exercise Price or Tax Liability	Common Stock	2,112	$15.48	$33K
Exercise	Common Stock	4,263	$15.48	$66K
Exercise Price or Tax Liability	Common Stock	1,944	$15.48	$30K

Holdings After Transaction: Restricted Stock Units — 184,116 contracts (Direct); Common Stock — 291,251 shares (Direct)

Footnotes (7)

1. F1. The actual vest date occurred on Saturday, July 12, 2025 and therefore the transaction occurred on the first business day thereafter.
2. F2. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on July 14, 2025.
3. F3. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
4. F4. This is the seventh tranche of an award granted on January 12, 2023, in the amount of 74,074 RSUs.
5. 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.
6. F6. This is the third tranche of an award granted on January 12, 2024, in the amount of 68,220 RSUs.
7. F7. This amount includes everything listed in Footnote 5, but the shares shown in item "(iii)" is changed to 42,639.

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Accepted by SEC EDGAR 07/15/2025 - 04:26 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Schulz Stefan B

(Last) (First) (Middle)

3200 KIRBY DR., SUITE 600

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

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)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	07/14/2025(1)		M		4,630	A	$15.48(2)	291,044	D
Common Stock	07/14/2025(1)		F		2,112	D	$15.48(2)	288,932	D
Common Stock	07/14/2025(1)		M		4,263	A	$15.48(2)	293,195	D
Common Stock	07/14/2025(1)		F		1,944	D	$15.48(2)	291,251	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(3)	07/14/2025(1)		M			4,630	(4)	(4)	Common Stock	4,630	$0	188,379(5)	D
Restricted Stock Units	(3)	07/14/2025(1)		M			4,263	(6)	(6)	Common Stock	4,263	$0	184,116(7)	D

Explanation of Responses:

1. The actual vest date occurred on Saturday, July 12, 2025 and therefore the transaction occurred on the first business day thereafter.

2. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on July 14, 2025.

3. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.

4. This is the seventh tranche of an award granted on January 12, 2023, in the amount of 74,074 RSUs.

5. 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.

6. This is the third tranche of an award granted on January 12, 2024, in the amount of 68,220 RSUs.

7. This amount includes everything listed in Footnote 5, but the shares shown in item "(iii)" is changed to 42,639.

Remarks:

	Chris Chaffin, attorney-in-fact for Stefan B. Schulz	07/15/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.