PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing and selling solutions, today announced that in connection with its previously announced hiring of Jeff Cotten as President and CEO, the company granted special inducement equity awards under the PROS Holdings, Inc. 2021 Equity Inducement Plan, as amended, to induce Mr. Cotten to join PROS. The company granted equity awards to Mr. Cotten (i) in the form of time-based restricted stock units (RSUs) for an aggregate of 338,218 shares and (ii) in the form of market stock units (MSUs) for an at target amount of 225,479 shares (up to 200% or 450,958 shares total), with the actual amount of shares delivered based on future company performance. The inducement RSUs generally vest 25% after one year and quarterly over the next three years thereafter, subject to continued employment through each applicable vesting date. The inducement MSUs, up to 200% of target, are earned over a three-year performance period based on the company’s relative total stockholder return versus companies in the Russell 2000. The equity awards were approved by the Compensation and Leadership Development Committee of the PROS board of directors and were granted as a material inducement to employment with PROS. These Inducement Awards were granted outside of the PROS Amended and Restated 2017 Equity Incentive Plan.

The PROS Compensation and Leadership Development Committee approved the Inducement Awards based on the employment inducement exemption provided under Section 303A.08 of the NYSE Listed Company Manual. As a result, the Inducement Awards did not require shareholder approval, and this press release is being issued pursuant to applicable NYSE guidance.

About PROS

PROS Holdings, Inc. (NYSE: PRO) helps the world’s leading companies outperform across the top and bottom line. Leveraging leadership in revenue and pricing science, the PROS Platform combines predictive AI, real-time analytics, and powerful automation to dynamically match offer to buyer and price to product, accelerating revenue growth and maximizing profit. With solutions spanning pricing, revenue management, offer marketing, and CPQ, PROS helps businesses optimize transactions across every channel. Learn more at pros.com.

PROS Media Contact Amy Williams
 +1 713-335-5916 awilliams@pros.com

PROS Investor Relations Belinda Overdeput +1 713.335.5879 ir@pros.com

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