Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2024

PROS Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33554

76-0168604

(Commission File Number)

(IRS Employer Identification No.)

3200 Kirby Drive, Suite 600

Houston

77098

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code

(713)

335-5151

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock $0.001 par value per share

PRO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02.			Results of Operations and Financial Condition.

On May 7, 2024, PROS Holdings, Inc. (the "Company") issued a press release announcing financial results for its quarter ended March 31, 2024. A copy of the press release, dated as of May 7, 2024, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains forward looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The information in this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission ("SEC") by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.


Item 7.01.			Regulation FD Disclosure.

On May 7, 2024, the Company published the Q1 2024 Investor Presentation ("Investor Presentation") on the Investor Relations section of the Company’s website located at https://ir.pros.com/. From time to time, the Company may also present and/or distribute the Investor Presentation to the investment community to provide updates and summaries of its business. Copy of the Q1 2024 Investor Presentation is furnished herewith as Exhibits 99.2. Investors should note that the Company uses the Investor Relations section of its corporate website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in the Company to review the information that it shares on the Investor Relations section of our website.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information in this Current Report, including Exhibits 99.2 attached hereto, shall not be deemed "filed" for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any registration statement or other document filed with the SEC by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Exhibit Description

99.1						Press release dated May 7, 2024.

99.2						Investor Presentation dated May 7, 2024.

104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	PROS HOLDINGS, INC.

May 7, 2024		/s/ Stefan Schulz
		Stefan Schulz
		Executive Vice President and Chief Financial Officer

EXHIBIT 99.1

PROS HOLDINGS, INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS

•Subscription revenue of $64.3 million, up 15% year-over-year.

•Subscription gross margin of 77% and non-GAAP subscription gross margin of 79%, an improvement of more than 140 basis points year-over-year.

•Total gross margin of 64% and non-GAAP gross margin of 67%, an improvement of 315 basis points year-over-year.

HOUSTON – May 7, 2024 — PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced financial results for the first quarter ended March 31, 2024.

“We delivered a strong start to 2024, exceeding our guidance ranges across all metrics, driving 15% subscription revenue growth and delivering a near 300% improvement to adjusted EBITDA year-over-year,” stated CEO Andres Reiner. “We continue to be excited about our long-term trajectory as the market continues to embrace AI, and we have the right platform, people, and strategy to capitalize on this market opportunity.”

First Quarter 2024 Financial Highlights

Key financial results for the first quarter 2024 are shown below. Throughout this press release all dollar figures are in millions, except net (loss) earnings per share. Unless otherwise noted, all results are on a reported basis and are compared with the prior-year period.


	GAAP			Non-GAAP
	Q1 2024	Q1 2023	Change	Q1 2024	Q1 2023	Change
Revenue:
Total Revenue	$80.7	$73.2	10%	n/a	n/a	n/a
Subscription Revenue	$64.3	$56.0	15%	n/a	n/a	n/a
Subscription and Maintenance Revenue	$67.9	$61.7	10%	n/a	n/a	n/a
Profitability:
Gross Profit	$51.9	$43.6	19%	$53.9	$46.6	16%
Operating (Loss) Income	$(10.3)	$(18.8)	$8.5	$3.7	$(3.5)	$7.2
Net (Loss) Income	$(11.4)	$(19.0)	$7.6	$2.0	$(2.5)	$4.6
Net (Loss) Earnings Per Share	$(0.24)	$(0.41)	$0.17	$0.04	$(0.06)	$0.10
Adjusted EBITDA	n/a	n/a	n/a	$4.6	$(2.3)	$6.9
Cash:
Net Cash Used in Operating Activities	$(4.6)	$(6.1)	$1.5	n/a	n/a	n/a
Free Cash Flow	n/a	n/a	n/a	$(4.9)	$(4.5)	$(0.4)

The attached table provides a summary of PROS results for the period, including a reconciliation of GAAP to non-GAAP metrics.

Recent Business Highlights

•Launched the PROS Copilot for Sales Plugin in partnership with Microsoft, making PROS the first vendor to integrate quote insights into Microsoft’s Copilot for Sales; PROS Copilot for Sales Plugin empowers sellers to deliver fast, personalized offers to customers directly from email threads, uniquely harnessing the power of PROS AI combined with Microsoft's generative AI to drive proposals that win.

•Welcomed many new customers who are adopting the PROS Platform such as Air India, Eastern Airways, ECE Group, JetBlue, Les Schwab, and Sky High Dominicana, among others.

•Expanded adoption of the PROS Platform within existing customers including Air Baltic, Cargolux, CITGO, Europcar, Graybar Electric, Hyatt, Securitas, Siemens, and TE Connectivity, among others.

•Chris Allison, PROS Director of Product Management, was elected Vice Chair of the International Air Transport Association’s (IATA) Shop Order Pay Standards Board Advisory Forum (SOPSBAF), responsible for the strategic direction of distribution, offer management, order management and payment standards within the airline industry; Chris’ appointment establishes PROS expertise and leadership in setting the vision for the future of airline retailing.

•Published PROS 2023 Sustainability Report, highlighting our perspectives on and approach to environmental, social, and governance issues that matter most to PROS customers, employees, and shareholders.

•Appointed Todd McNabb as Chief Revenue Officer to lead PROS global go-to-market team to amplify PROS growth opportunity as the market increasingly embraces AI to drive meaningful business outcomes.

Financial Outlook

PROS currently anticipates the following based on an estimated 48.2 million diluted weighted average shares outstanding for the second quarter of 2024 and a 22% non-GAAP estimated tax rate for the second quarter and full year 2024.

Q2 2024 Guidance

v. Q2 2023 at Mid-Point

Full Year 2024 Guidance

v. Prior Year at Mid-Point

Total Revenue

$80.5 to $81.5

$332.5 to $334.5

10%

Subscription Revenue

$64.0 to $64.5

12%

$263.5 to $265.5

13%

Subscription ARR

n/a

$289.0 to $292.0

12%

Non-GAAP Earnings Per Share

$0.00 to $0.02

$0.02

n/a

Adjusted EBITDA

$1.0 to $2.0

$1.4

$17.0 to $20.0

$12.5

Free Cash Flow

n/a

$22.0 to $26.0

$12.6

Conference Call

In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Tuesday, May 7, 2024, at 4:45 p.m. ET to discuss the Company’s financial results and business outlook. To access this call, dial 1-877-300-8521 (toll-free) or 1-412-317-6026. The live and archived webcasts of this call can be accessed under the “Investor Relations” section of the Company’s website at www.pros.com.

A telephone replay will be available until Tuesday, May 14, 2024, 11:59 PM ET at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 10188161.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. Our vision is to optimize every shopping and selling experience. With nearly 40 years of industry expertise and a proven track record of success, PROS helps B2B and B2C companies across the globe, in a variety of industries, including airlines, manufacturing, distribution, and services, drive profitable growth. The PROS Platform leverages AI to provide real-time predictive insights that enable businesses to drive revenue and margin improvements. To learn more about PROS and our innovative SaaS solutions, please visit our website at www.pros.com.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial outlook; expectations; ability to achieve future growth and profitability goals; management's confidence and optimism; positioning; customer successes; demand for our software solutions; pipeline; business expansion; revenue; subscription revenue; subscription ARR; non-GAAP earnings (loss) per share; adjusted EBITDA; free cash flow; shares outstanding and effective tax rate. The forward-looking statements contained in this press release are based upon our

historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) cyberattacks, data breaches and breaches of security measures within our products, systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (b) the macroeconomic environment and geopolitical uncertainty and events, (c) increasing business from customers, maintaining subscription renewal rates and capturing customer IT spend, (d) managing our growth and profit objectives effectively, (e) disruptions from our third party data center, software, data, and other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third-party software, (i) acquiring and integrating businesses and/or technologies, (j) catastrophic events, (k) operating globally, including economic and commercial disruptions, (l) potential downturns in sales and lengthy sales cycles, (m) software innovation, (n) competition, (o) market acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees and competition for talent, (r) expanding and training our direct and indirect sales force, (s) evolving data privacy, cyber security, data localization and AI laws, (t) our debt repayment obligations, (u) the timing of revenue recognition and cash flow from operations, and (v) returning to profitability. Additional information relating to the risks and uncertainties affecting our business is contained in our filings with the SEC. These forward-looking statements represent our expectations as of the date hereof. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

PROS has provided in this release certain non-GAAP financial measures, including non-GAAP gross profit and margin, non-GAAP income (loss) from operations or non-GAAP operating income (loss), subscription annual recurring revenue, adjusted EBITDA, free cash flow, non-GAAP tax rate, non-GAAP net income (loss), and non-GAAP earnings (loss) per share. PROS uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating PROS’ ongoing operational performance and cloud transition. Non-GAAP gross margin can be compared to gross margin which can be calculated from the condensed consolidated statements of loss by dividing gross profit by total revenue. Non-GAAP gross margin is similarly calculated but first adds back to gross profit the portion of certain of the non-GAAP adjustments described below attributable to cost of revenue. Non-GAAP subscription margin can be compared to subscription margin which can be calculated from the condensed consolidated statements of loss by dividing subscription gross profit (subscription revenue minus subscription cost) by subscription revenue. Non-GAAP subscription margin is similarly calculated but first subtracts out from subscription cost the portion of certain of the non-GAAP adjustments described below attributable to cost of subscription. These items and amounts are presented in the Supplemental Schedule of Non-GAAP Financial Measures.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure as detailed above. A reconciliation of GAAP financial measures to the non-GAAP financial measures has been provided in the tables included as part of this press release, and can be found, along with other financial information, in the investor relations portion of our website. PROS' use of non-GAAP financial measures may not be consistent with the presentations by similar companies in PROS' industry. PROS has also provided in this release certain forward-looking non-GAAP financial measures, including non-GAAP income (loss) from operations, subscription annual recurring revenue, non-GAAP earnings (loss) per share, adjusted EBITDA, free cash flow, non-GAAP tax rates, and calculated billings (collectively the "non-GAAP financial measures") as follows:

Non-GAAP income (loss) from operations: Non-GAAP income (loss) from operations excludes the impact of share-based compensation, amortization of acquisition-related intangibles and severance. Non-GAAP income (loss) from operations excludes the following items from non-GAAP estimates:

•Share-Based Compensation: Although share-based compensation is an important aspect of compensation for our employees and executives, our share-based compensation expense can vary because of changes in our stock price and market conditions at the time of grant, varying valuation methodologies, and the variety of award types. Since share-based compensation expense can vary for reasons that are generally unrelated to our performance during any particular period, we believe this could make it difficult for investors to compare our current financial results to previous and future periods. Therefore, we believe it is useful to exclude share-based compensation in order to better understand our business performance and allow investors to compare our operating results with peer companies.

•Amortization of Acquisition-Related Intangibles: We view amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company's research and development efforts, trade names,

customer lists and customer relationships, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.

•Severance: Severance related to costs incurred as the Company reprioritized its investments to focus on supporting key growth areas of its business. As a result of this reprioritization, the Company incurred severance, employee benefits, outplacement and related costs. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Non-GAAP earnings (loss) per share: Non-GAAP net income (loss) excludes the items listed above as excluded from non-GAAP income (loss) from operations and also excludes amortization of debt premium and issuance costs and the taxes related to these items and the items excluded from non-GAAP income (loss) from operations. Estimates of non-GAAP earnings (loss) per share are calculated by dividing estimates for non-GAAP net income (loss) by our estimate of weighted average shares outstanding for the future period. In addition to the items listed above as excluded from non-GAAP income (loss) from operations, non-GAAP net income (loss) excludes the following items from non-GAAP estimates:

•Amortization of Debt Premium and Issuance Costs: Amortization of debt premium and issuance costs are related to our convertible notes. These amounts are unrelated to our core performance during any particular period, and therefore, we believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

•Taxes: We exclude the tax consequences associated with non-GAAP items to provide investors with a useful comparison of our operating results to prior periods and to our peer companies because such amounts can vary significantly. In the fourth quarter of 2014, we concluded that it is more likely than not that we will be unable to fully realize our deferred tax assets and accordingly, established a valuation allowance against those assets. The ongoing impact of the valuation allowance on our non-GAAP effective tax rate has been eliminated to allow investors to better understand our business performance and compare our operating results with peer companies.

Subscription Annual Recurring Revenue: Subscription Annual Recurring Revenue ("subscription ARR") is used to assess the trajectory of our cloud business. Subscription ARR means, as of a specified date, the contracted subscription revenue, including contracts with a future start date, together with annualized overage fees incurred above contracted minimum transactions. Subscription ARR should be viewed independently of revenue and any other GAAP measure.

Non-GAAP Tax Rate: The estimated non-GAAP effective tax rate adjusts the tax effect to quantify the impact of the excluded non-GAAP items.

Adjusted EBITDA: Adjusted EBITDA is defined as GAAP net income (loss) before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of stock-based compensation cost, severance, amortization of acquisition-related intangibles, depreciation and amortization, and capitalized internal-use software development costs. Adjusted EBITDA should not be considered as an alternative to net income (loss) as an indicator of our operating performance.

Free Cash Flow: Free cash flow is a non-GAAP financial measure which is defined as net cash provided by (used in) operating activities, excluding severance payments, less capital expenditures and capitalized internal-use software development costs.

Calculated Billings: Calculated billings is defined as total subscription, maintenance and support revenue plus the change in recurring deferred revenue in a given period.

These non-GAAP estimates are not measurements of financial performance prepared in accordance with GAAP, and we are unable to reconcile these forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information described above which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.

Investor Contact:

PROS Investor Relations
Belinda Overdeput

713-335-5879

ir@pros.com

PROS Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)


	March 31, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	156,423	$	168,747

Trade and other receivables, net of allowance of $724 and $574, respectively	51,035		49,058
Deferred costs, current	4,642		4,856
Prepaid and other current assets	10,809		12,013

Total current assets	222,909		234,674
Restricted cash	10,000		10,000
Property and equipment, net	21,572		23,051
Operating lease right-of-use assets	15,824		14,801
Deferred costs, noncurrent	9,899		10,292
Intangibles, net	10,378		11,678
Goodwill	107,641		107,860


Other assets, noncurrent	9,666		9,477
Total assets	$	407,889	$	421,833
Liabilities and Stockholders’ (Deficit) Equity:
Current liabilities:
Accounts payable and other liabilities	$	2,535	$	3,034
Accrued liabilities	14,985		13,257
Accrued payroll and other employee benefits	16,157		32,762
Operating lease liabilities, current	5,135		5,655
Deferred revenue, current	128,359		120,955
Current portion of convertible debt, net	21,702		21,668
Total current liabilities	188,873		197,331
Deferred revenue, noncurrent	4,289		3,669
Convertible debt, net, noncurrent	271,937		272,324
Operating lease liabilities, noncurrent	25,616		25,118
Other liabilities, noncurrent	1,191		1,264
Total liabilities	491,906		499,706
Stockholders' (deficit) equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued	—		—
Common stock, $0.001 par value, 75,000,000 shares authorized; 51,649,163 and 51,184,584 shares issued, respectively; 46,968,440 and 46,503,861 shares outstanding, respectively	52		51
Additional paid-in capital	609,469		604,084
Treasury stock, 4,680,723 common shares, at cost	(29,847)		(29,847)
Accumulated deficit	(658,609)		(647,252)
Accumulated other comprehensive loss	(5,082)		(4,909)

Total stockholders’ (deficit) equity	(84,017)		(77,873)
Total liabilities and stockholders’ (deficit) equity	$	407,889	$	421,833

PROS Holdings, Inc.

Condensed Consolidated Statements of Loss

(In thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,
		2024		2023
Revenue:
Subscription		$	64,349	$	55,969
Maintenance and support		3,595		5,712
Total subscription, maintenance and support		67,944		61,681
Services		12,744		11,501
Total revenue		80,688		73,182
Cost of revenue:
Subscription		14,613		14,093
Maintenance and support		1,862		2,282
Total cost of subscription, maintenance and support		16,475		16,375
Services		12,358		13,167
Total cost of revenue		28,833		29,542
Gross profit		51,855		43,640
Operating expenses:
Selling and marketing		22,682		26,010
Research and development		24,413		22,291
General and administrative		15,062		14,135


Loss from operations		(10,302)		(18,796)
Convertible debt interest and amortization		(1,202)		(1,576)
Other income, net		458		1,451
Loss before income tax provision		(11,046)		(18,921)
Income tax provision		311		81
Net loss		$	(11,357)	$	(19,002)



Net loss per share:
Basic and diluted		$	(0.24)	$	(0.41)

Weighted average number of shares:
Basic and diluted		46,817		45,926

PROS Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended March 31,
		2024		2023
Operating activities:
Net loss		$	(11,357)	$	(19,002)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,204		3,001
Amortization of debt premium and issuance costs		(284)		373
Share-based compensation		12,700		9,904



Provision for credit losses		149		108
Gain on lease modification		(697)		—
Loss on disposal of assets		774		35




Changes in operating assets and liabilities:
Accounts and unbilled receivables		(2,098)		2,239
Deferred costs		606		425
Prepaid expenses and other assets		1,070		(2,505)
Operating lease right-of-use assets and liabilities		(848)		(591)
Accounts payable and other liabilities		(637)		(3,793)
Accrued liabilities		2,327		504
Accrued payroll and other employee benefits		(16,611)		(8,174)
Deferred revenue		8,058		11,333
Net cash used in operating activities		(4,644)		(6,143)
Investing activities:
Purchases of property and equipment		(223)		(1,546)


Capitalized internal-use software development costs		(17)		—

Investment in equity securities		(113)		—




Net cash used in investing activities		(353)		(1,546)
Financing activities:


Proceeds from employee stock plans		1,024		1,137
Tax withholding related to net share settlement of stock awards		(8,338)		(4,710)












Net cash used in financing activities		(7,314)		(3,573)
Effect of foreign currency rates on cash		(13)		11
Net change in cash, cash equivalents and restricted cash		(12,324)		(11,251)
Cash, cash equivalents and restricted cash:
Beginning of period		178,747		203,627
End of period		$	166,423	$	192,376

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents		$	156,423	$	192,376
Restricted cash		10,000		—
Total cash, cash equivalents and restricted cash		$	166,423	$	192,376

PROS Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data)

(Unaudited)

We use these non-GAAP financial measures to assist in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the ongoing business due to the uniqueness of these charges.

See breakdown of the reconciling line items on page 9.


		Three Months Ended March 31,				Year over Year
			2024			2023			% change





GAAP gross profit			$	51,855		$	43,640		19	%
	Non-GAAP adjustments:


	Amortization of acquisition-related intangibles		953			1,337
	Severance		—			749
	Share-based compensation		1,068			832
Non-GAAP gross profit			$	53,876		$	46,558		16	%

Non-GAAP gross margin			66.8		%	63.6		%

GAAP loss from operations			$	(10,302)		$	(18,796)		(45)	%
	Non-GAAP adjustments:




	Amortization of acquisition-related intangibles		1,301			1,806



	Severance		—			3,586
	Share-based compensation		12,700			9,904
	Total non-GAAP adjustments		14,001			15,296
Non-GAAP income (loss) from operations			$	3,699		$	(3,500)		(206)	%

Non-GAAP income (loss) from operations % of total revenue			4.6		%	(4.8)		%

GAAP net loss			$	(11,357)		$	(19,002)		(40)	%
	Non-GAAP adjustments:
	Total non-GAAP adjustments affecting income (loss) from operations		14,001			15,296
	Amortization of debt premium and issuance costs		(353)			373



	Tax impact related to non-GAAP adjustments		(262)			797
Non-GAAP net income (loss)			$	2,029		$	(2,536)		(180)	%



Non-GAAP earnings (loss) per share			$	0.04		$	(0.06)

Shares used in computing non-GAAP earnings (loss) per share			47,889			45,926

PROS Holdings, Inc.

Supplemental Schedule of Non-GAAP Financial Measures

Increase (Decrease) in GAAP Amounts Reported

(In thousands)

(Unaudited)


	Three Months Ended March 31,
		2024		2023







Cost of Subscription Items

Amortization of acquisition-related intangibles		953		1,337
Severance		—		125
Share-based compensation		202		125
Total cost of subscription items		$	1,155	$	1,587

Cost of Maintenance Items


Severance		—		307
Share-based compensation		137		80
Total cost of maintenance items		$	137	$	387





Cost of Services Items


Severance		—		317
Share-based compensation		729		627
Total cost of services items		$	729	$	944

Sales and Marketing Items

Amortization of acquisition-related intangibles		348		469
Severance		—		1,595
Share-based compensation		3,628		2,928
Total sales and marketing items		$	3,976	$	4,992

Research and Development Items

Severance		—		1,008
Share-based compensation		3,531		2,350
Total research and development items		$	3,531	$	3,358

General and Administrative Items

Severance		—		234


Share-based compensation		4,473		3,794
Total general and administrative items		$	4,473	$	4,028

PROS Holdings, Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands)

(Unaudited)


	Three Months Ended March 31,
		2024		2023
Adjusted EBITDA
GAAP Loss from Operations		$	(10,302)	$	(18,796)


Amortization of acquisition-related intangibles		1,301		1,806


Severance		—		3,586

Share-based compensation		12,700		9,904
Depreciation and other amortization		903		1,195
Capitalized internal-use software development costs		(17)		—
Adjusted EBITDA		$	4,585	$	(2,305)


Net Cash Used in Operating Activities		$	(4,644)	$	(6,143)
Severance		—		3,170
Purchase of property and equipment		(223)		(1,546)

Capitalized internal-use software development costs		(17)		—
Free Cash Flow		$	(4,884)	$	(4,519)

Guidance
		Q2 2024 Guidance
		Low		High
Adjusted EBITDA
GAAP Loss from Operations		$	(11,700)	$	(10,700)
Amortization of acquisition-related intangibles		1,300		1,300

Share-based compensation		10,500		10,500
Depreciation and other amortization		900		900

Adjusted EBITDA		$	1,000	$	2,000

	Full Year 2024 Guidance
		Low		High
Adjusted EBITDA
GAAP Loss from Operations		$	(36,200)	$	(33,200)
Amortization of acquisition-related intangibles		4,400		4,400

Share-based compensation		45,200		45,200
Depreciation and other amortization		3,600		3,600

Adjusted EBITDA		$	17,000	$	20,000

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Disclaimer / Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial outlook; expectations; ability to achieve future growth and profitability goals; ability to achieve "Rule of 40;" management's confidence and optimism; positioning; customer successes; demand for our software solutions; pipeline; business expansion; revenue; subscription revenue; subscription ARR; non-GAAP earnings (loss) per share; adjusted EBITDA; free cash flow; shares outstanding and effective tax rate. The forward-looking statements contained in this presentation are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) cyberattacks, data breaches and breaches of security measures within our products, systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (b) the macroeconomic environment and geopolitical uncertainty and events, (c) increasing business from customers, maintaining subscription renewal rates and capturing customer IT spend, (d) managing our growth and profit objectives effectively, (e) disruptions from our third party data center, software, data, and other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third-party software, (i) acquiring and integrating businesses and/or technologies, (j) catastrophic events, (k) operating globally, including economic and commercial disruptions, ln) potential downturns in sales and lengthy sales cycles, (m) software innovation, (n) competition, (o) market acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees and competition for talent, (r) expanding and training our direct and indirect sales force, (s) evolving data privacy, cyber security and data localization laws, (t) our debt repayment obligations, (u) the timing of revenue recognition and cash flow from operations, and (v) returning to profitability. Additional information relating to the risks and uncertainties affecting our business is contained in our filings with the SEC. These forward-looking statements represent our expectations as of the date hereof. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise. This presentation includes certain supplemental non-GAAP financial measures, that we believe are useful to investors as tools for assessing the comparability between periods as well as company by company. Our computation of these measures may not be comparable to other similarly titled measures computed by other companies. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, our financial information and results prepared in accordance with U.S. GAAP included in our periodic filings made with the SEC. Investors are encouraged to review the reconciliation of our historical non-GAAP financial measures to the comparable GAAP results, which can be found, along with other financial information, on the investor relations’ page of our website at PROS.com. We are unable to reconcile forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information needed to complete a reconciliation is unavailable at this time without unreasonable effort.

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS at a Glance 3 $311 mm+ Total Revenue Q1 ‘24 TTM 84% Recurring Revenue as a % of Q1 ‘24 Total Revenue $38B+ Underpenetrated, Addressable Market Subscription Revenue CAGR Since Cloud Transition (FY 2015 – FY 2023) 70+ Countries with Customers 30% 93%+ Customer Gross Revenue Retention Rate Q1 ‘24 TTM 3.8T Transactions Processed Q1 ‘24 TTM with 99.98% Platform Uptime $11mm+ Free Cash Flow1 Q1 ’24 TTM Improvement of 175% YoY 1. For definitions of non-GAAP measures or reconciliation of non-GAAP to GAAP measures, please refer to the appendix of this presentation.

Business Overview 4

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Businesses Face Many Challenges Today 6 Business uncertainty is here to stay. Everything is in a constant state of rapid change – costs, currencies, supply chains, prices, demand patterns – and in response, businesses must constantly change what they sell, how they sell, and how they price. Customers have increasingly higher expectations. Buyers expect every buying experience to be as magical as the best one they have ever had (“the Amazon effect”). Self-serve, personalization, transparency, and accuracy driven by convenience, value, and confidence across all touchpoints. The way we work is evolving. Manual business processes and disconnected digital tools cause more time to be spent on process than on driving business forward. Digitization, automation, and AI are critical for keeping up and driving a better employee experience.

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Real-Time AI Platform Maximizes Value for B2B Commerce 7 Back Office Systems ERP + Many More Partner Sales / Distributors Direct Sales Marketers eCommerce / Marketplaces Partner Portals Marketing Systems + Many More API CRM Front Office Systems AI Real-Time Secure Scalable High Availability Extensible Superior UX Insights Powered by an Industry-Leading Real-Time, AI Platform Real-Time Omnichannel Digital Marketing Smart Configure, Price, QuoteSmart Price Optimization & Management Partner Ecosystem Omnichannel Price Management Automatic UoM & Currency Conversion List Price / Negotiated Price Tiered Prices / Discounts AI-driven Price Optimization 700ms Real-Time Price Delivery Margin Driver Analysis Price Waterfalls & Advanced Analytics Omnichannel Quoting Guided Selling Rich Media Catalog 10K+ Line Quotes Constraints-based Configuration Price Agreements Document Generation Collaboration Portal Rebates Billing CLM Product/Supply Mix Optimization Subscription Rate Plans Mass Price Update Workflow Subscription Quoting Sales Incentive Comp Data Warehouse Homegrown Systems API Data Providers Buyer

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Real-Time AI Platform Maximizes Value for Travel Commerce 8 Back Office Systems PSS + Many More Partner Sales / Distributors Direct Sales Marketers Airline.com MSE Agency Portals / GDS + Many More API OTA Front Office Systems AI Real-Time Secure Scalable High Availability Extensible Superior UX Insights Powered by an Industry-Leading Real-Time, AI Platform Real-Time Omnichannel Digital Marketing Partner Ecosystem Promotional Rebooking Payments +Advertising ERP Homegrown Systems API Data Warehouse & Data Providers Buyer Marketing Systems Revenue Management Shopping/Distribution Groups Demand Forecasting Class-based or Continuous Pricing Holiday, Special Events, & Influences Network / O&D / Segment Optimization Willingness-To-Pay Model Dynamic Pricing of Ancillaries Quote, Negotiate, Save, and Book Management & PNR Modifications Ticketing & Payments Reporting & Analytics Ancillaries EMD Handling Full NDC Offer Management Direct Distribution to MSE Direct Connect Pricing and Availability ATPCO Pricing & Repricing Inspiration / Calendar Search Merchandising

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Real-Time AI is at the Core of the PROS Platform 9 Real- Time Secure ScalableHigh Availability Superior UX Extensible AI Self-Learning, Trainable Predictive, Prescriptive, Generative Explainable, Trustworthy Extensible 99.98% Uptime1 3.8 Trillion Transactions Processed1 Sub-700ms Response Time ~7.2mm Transactions Per Minute1 1. Trailing twelve-month measurement as of 3/31/2024. Transactions per minute is an average over the period.

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Library of AI Models & Techniques Ensemble to Solve High-Value Business Problems 10 PROS AI Business AI Internet AI Perceptual AI L e a rn in g P a ra d ig m s , M o d e ls & T o o ls Prescriptive Algorithms • Linear programming • Non-linear programming • Dynamic programming • Integer programming • Reinforcement learning Data Science Techniques • Constraint satisfaction programming • Shapley value (SHAP) • kNN clustering • Extensible AI Recommender System Collaborative Filtering Human-Computer Interaction Large Language Models Predictive Algorithms • Neural networks (FF Wide & Deep, NN Matrix Factorization) • Online Learning (Bayesian & Variational Inference) • Decision Trees • Semi-parametric Estimation • Parametric estimation B u s in e s s P ro b le m s Revenue / Margin • Negotiated Price Optimization • Ecommerce Price Optimization • EMSR (Expected Marginal Seat Revenue) • O&D, Leg & Segment-based Optimization Cost • Inventory Control + Optimization • Capacity Aware Optimization • Forecasting • Cost Optimization Profit Optimization • Offer Optimization • Dynamic Pricing of Ancillaries • Cross-Sell / Upsell Recommendation • Churn Prediction Sales Guidance • Production Planning • Fleet Acquisition & Disposition • Fleet Distribution • Production Mix Optimization • Procurement Optimization Supply Chain Optimization

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Highly Extensible Across Industries & Use Cases 11 Travel Chemicals & Energy Healthcare Food & Consumables Services Automotive & Industrial Technology

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. The Power of AI Drives Measurable Business Outcomes 12 400% ROI in 3 years Payback in 9 months & Source: Forrester Total Economic Impact Report, 2023 +8% Revenue Uplift +200 bps Margin Improvement +67% Efficiency Gain Source: PROS study of 131 customers’ self-reported results, 2022 Our customers have said… Industry experts have said…

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Hear What PROS Customers Have to Say 13 “Our revenue management team using our new revenue management system did a fantastic job of improving yield for these markets. Well, it's only been six months since we cut over to our new RM system, the team is adapting well, the technology is clearly superior, and we have more that we can do in this space going forward.” Brent Overbeek Hawaiian Airlines Chief Revenue Officer “This is the first time in our company’s recorded history that we’ve had inflationary pressures and actually been able to increase our margins – and that’s because of PROS.” VP of Pricing, Fortune 500 Distributor “PROS has helped to prevent revenue leakage. Using the analytical tool over the past year, we’ve identified about 2 to 5 million of revenue leakage each year, which we’ve plugged.” Director of Pricing, Healthcare Company “PROS has enabled the first fully automated, AI-based system that we have in the entire company. It’s fully AI, pulls in competitive information, does science, and looks at the strategy and the plays we are calling. It determines prices that can flow through our ERP and other systems if nobody touches it. So, we’ve had massive productivity and added an eight-times return on investment.” Director of Pricing and Economics, Refined Fuels

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS TAM is Massive, Global, and Growing 14 $38B+ Underpenetrated, Addressable Market(1) $14B+ Strategic Industries & Geographies $3.3B Travel $3.2B Automotive & Industrial $2.1B Healthcare $1.9B Technology $1.8B Food & Consumables $1.1B Business Services $800mm Chemicals & Energy 1.TAM represents our estimated global total revenue and market opportunity but does not represent the actual market opportunity that we may target or ultimately service or otherwise derive revenue from. Our estimate of TAM may be revised in the future depending on a variety of factors, including competitive dynamics, our sales efforts, customer needs, industry shifts and other economic factors.

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Extensive Integrations & Technology Partners 17 API integration into any ecosystem CRMs ERP / Platform eCommerce Platforms SalesTech Online Travel Agencies Reservations & Bookings Data Providers Billing, Payments & Tax Payment Gateway Commerce Cloud MarTech

Financial Overview 18

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Has Delivered Long-Term Sustainable Growth 19 Subscription Revenue ($mm) Total Revenue ($mm) 27% CY10 – CY14 Revenue CAGR 49% CY15 – CY19 Subscription CAGR Subscription Transition CY15 – CY19 GTM Transformation FY22 - Ongoing COVID FY20 – FY21 71 97 118 145 186 168 153 169 197 250 252 251 276 304 29 38 61 99 145 170 178 204 234 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Subscription Revenue Growth Trajectory ($mm) 20 29 38 61 99 145 170 178 204 234 265 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024E 1. The 2024 dollar value is based on the $264.5mm mid-point of the Subscription Revenue 2024 Guidance. 2024 expectations are forward-looking statements. Given the risks, uncertainties and assumptions related to PROS business and operations, PROS actual future results may differ materially from these expectations. Investors should review the Company’s cautionary statements and risk factors referred to in this presentation. 1 30% FY15 – FY23 Subscription Revenue CAGR

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Driving Margin Expansion (Non-GAAP1) 21 1. For definitions of non-GAAP measures or reconciliation of non-GAAP to GAAP measures, please refer to the appendix of this presentation. 2. Q1 is a seasonally high expense quarter with items such as incentive and employee payroll tax. Incentive, which is paid out in the first quarter each year, was significantly higher in Q1‘24 than the previous year due to PROS outperformance against company goals in 2023. Please refer to 2023 Annual Report for more information. On a TTM basis, Free Cash Flow has improved by 175% year-over-year as of Q1’24. 64% 64% 65% 64% 65% 66% 66% 67% Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Total Gross Margin 76% 77% 77% 78% 78% 78% 78% 79% Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Subscription Gross Margin -3% -13% 2% -6% -8% 11% 18% -6% Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Free Cash Flow Margin2

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. First Quarter 2024 Earnings Recap 22 $mm (Except Per Share) Q1 2024 Q1 2023 Delta TTM 03/31/2024 TTM 03/31/2023 Delta Total Revenue $80.7 $73.2 10% $311.2 $282.8 10% Subscription Revenue $64.3 $56.0 15% $242.4 $211.2 15% Adjusted EBITDA1 $4.6 $(2.3) $6.9 $12.9 $(8.1) $20.9 Free Cash Flow1,2 $(4.9) $(4.5) $(0.4) $11.0 $(14.8) $25.8 Non-GAAP Earnings (Loss) Per Share3 $0.04 $(0.06) $0.10 $0.14 $(0.24) $0.38 1. For definitions of non-GAAP measures or reconciliation of non-GAAP to GAAP measures, please refer to the appendix of this presentation. 2. Incentive, which is paid out in the first quarter each year, was significantly higher in Q1 ‘24 than the previous year due to PROS outperformance against company goals in 2023. Please refer to our SEC filings for more information. 3. For definition of non-GAAP EPS or reconciliation of non-GAAP EPS to GAAP EPS, please refer to our earnings press release.

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Guidance Summary 23 $mm (Except Per Share) Q2 2024 Guidance v. Q2 2023 at Mid- Point Full Year 2024 Guidance (05/07/2024) v. Prior Year at Mid-Point Prior Full Year 2024 Range (02/08/24) Total Revenue $80.5 to $81.5 7% $332.5 to $334.5 10% $332.0 to $334.0 Subscription Revenue $64.0 to $64.5 12% $263.5 to $265.5 13% $263.0 to $265.0 Subscription ARR n/a n/a $289.0 to $292.0 12% $289.0 to $292.0 Non-GAAP Earnings Per Share $0.00 to $0.02 $0.02 n/a n/a n/a Adjusted EBITDA $1.0 to $2.0 $1.4 $17.0 to $20.0 $12.5 $16.0 to $19.0 Free Cash Flow n/a n/a $22.0 to $26.0 $12.6 $22.0 to $26.0 The 2024 Guidance shown here are forward-looking statements. Given the risks, uncertainties and assumptions related to PROS business and operations, PROS actual future results may differ materially from these expectations. Investors should review the Company’s cautionary statements and risk factors referred to in this presentation. Based on an estimated 48.2 million diluted weighted average shares outstanding for the second quarter of 2024 and a 22% non-GAAP estimated tax rate for the second quarter and full year 2024. Please see appendix for a reconciliation of non-GAAP metrics to GAAP metrics.

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. 0% 5% 10% 15% 20% 2022A 2023A 2024E Progress towards "Rule of 40" Targeting “Rule of 40” by 20261 24 16-21% 19-24% 2026 Total Revenue Growth 2026 Free Cash Flow Margin 1. Financial targets for 2026 assume macroeconomic conditions remain consistent with conditions as of the time of this presentation. These revenue growth and free cash flow margin targets are forward-looking statements. Given the risks, uncertainties and assumptions related to PROS business and operations, PROS actual future results may differ materially from these targets. Investors should review the Company’s cautionary statements and risk factors referred to in this presentation and contained in the Company’s SEC filings. 2. The estimated 2024 total revenue growth rate and free cash flow margin are based on the mid-point of the respective 2024 Guidance ranges for these metrics. 2024 expectations are forward-looking statements. Given the risks, uncertainties and assumptions related to PROS business and operations, PROS actual future results may differ materially from these expectations. Investors should review the Company’s cautionary statements and risk factors referred to in this presentation and contained in the Company’s SEC filings. 2

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Business Metrics 25 Revenue Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Subscription $ 50,386 $ 51,763 $ 53,127 $ 55,969 $ 57,304 $ 59,987 $ 60,764 $ 64,349 Maintenance and Support $ 7,249 $ 7,071 $ 6,417 $ 5,712 $ 5,093 $ 4,693 $ 4,460 $ 3,595 Recurring Revenue $ 57,635 $ 58,834 $ 59,544 $ 61,681 $ 62,397 $ 64,680 $ 65,224 $ 67,944 Services $10,727 $11,514 $11,391 $11,501 $13,395 $12,570 $12,260 $12,744 Total Revenue $ 68,362 $ 70,348 $ 70,935 $ 73,182 $ 75,792 $ 77,250 $ 77,484 $ 80,688 Recurring Revenue % 84% 84% 84% 84% 82% 84% 84% 84% Revenue by Geography Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 United States $ 23,908 $ 24,952 $ 26,307 $ 26,232 $ 27,224 $ 26,925 $ 26,623 $ 26,933 Europe $ 20,865 $ 20,816 $ 20,981 $ 22,949 $ 24,748 $ 25,691 $ 26,082 $ 25,671 Rest of World $ 23,589 $ 24,580 $ 23,647 $ 24,001 $ 23,820 $ 24,634 $ 24,779 $ 28,084 $ in 000s

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Business Metrics 26 Financial & Operating Metrics Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Non-GAAP Gross Margin1 64% 64% 65% 64% 65% 66% 66% 67% Non-GAAP Subscription Gross Margin1 76% 77% 77% 78% 78% 78% 78% 79% Non-GAAP Recurring Revenue Gross Margin1 76% 76% 77% 77% 77% 77% 77% 78% Adjusted EBITDA1 $ (5,970) $ (2,160) $ 2,382 $ (2,305) $ 148 $ 5,640 $ 2,517 $ 4,585 Total Cash and Cash Equivalents $ 215,178 $ 206,824 $ 203,627 $ 192,376 $ 184,567 $ 169,080* $ 178,747* $ 166,423* Recurring Deferred Revenue $ 103,510 $ 105,650 $ 105,468 $ 117,837 $ 111,688 $ 107,667 $ 114,987 $ 123,590 Total Deferred Revenue $ 115,485 $ 116,191 $ 116,957 $ 128,353 $ 121,583 $ 116,522 $ 124,624 $ 132,648 TTM Recurring Calculated Billings1 $ 228,255 $ 238,370 $ 241,968 $ 238,584 $ 250,634 $ 250,319 $ 263,501 $ 265,998 Remaining Performance Obligations2 $ 434,900 $ 442,300 $ 441,500 $ 430,600 $ 407,600 $ 403,900 $ 469,600 $ 447,600 Remaining Performance Obligations - Current $ 197,400 $ 199,300 $ 206,300 $ 210,000 $ 204,200 $ 199,000 $ 227,500 $ 227,400 Free Cash Flow1 $ (2,239) $ (9,067) $ 1,072 $ (4,519) $ (6,240) $ 8,494 $ 13,632 $ (4,884) Total Headcount (including contractors) 1,597 1,626 1,528 1,436 1,471 1,486 1,486 1,499 1. For definitions of non-GAAP measures or reconciliation of non-GAAP to GAAP measures, please refer to the appendix of this presentation. 2. Remaining performance obligations represent contractually committed revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. *Total Cash and Cash Equivalents in these quarters includes $10 million of restricted cash. $ in 000s

Our Values 27

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Our Mission: To Help People and Companies Outperform 28 We are INNOVATORS Thinking creatively to find new paths to success for our people, our customers, and our business. We CARE Putting people first - our customers, employees, partners, and community - it’s how our company was started, and how we’ll always run it. Looking for every opportunity to create a better PROS and a better experience for our customers, and we hold ourselves accountable. We are OWNERS

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Governance, Security, & Environmental Sustainability 29 Governance • LEED Silver certified global HQ • Sustainable data centers worldwide through our partnership with Microsoft • Recycling program in all offices Security PROS Board of Directors and Executive team are committed to adhering to the highest ethical values and promoting transparency. For more detail and a complete list of governance documents and charters, visit the governance page of our website. For further disclosures, read our ESG report. At PROS, security is the responsibility of everyone. We take data security and privacy seriously. ✓ ISO 27001 Certified ✓ ISO 27018 Certified ✓ SOC1 Type 2 Certified ✓ SOC2 Type 2 Certified ✓ Cloud Security Alliance Compliant ✓ GDPR Compliant For more detail on security and compliance, including detail on all certifications we hold, visit the trust and security page of our website. Environmental Sustainability

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Diversity & Inclusion 30 PROS Employee Resource Groups (ERGs) Our ERGs are formed and led by employees, with company support, and any interested employee may join any group. Organized around common life experiences and backgrounds, they serve to champion our diversity initiatives and facilitate a workplace culture of equity and inclusion. Committed to a Diverse & Inclusive Environment We welcome and celebrate diverse perspectives, cultures and experiences. We are truly a ‘people first’ culture where every person is encouraged to bring their authentic selves to work and feel they belong and are valued. Our diversity in thought and action is what makes PROS a special place. Learn more Overall Representation % of All Employees Globally Management % of All Managers Globally Overall Representation % of All Employees U.S. Management % of All Managers U.S. Women at PROS Underrepresented Minorities in the U.S. For further disclosures on D&I at PROS, read our ESG report. 21% 23% 27% 30% 30% 29% 33% 37% 36% 27% 29% 32% 35% 35% 36% 36% 2015 2016 2017 2018 2019 2020 2021 2022 2023 16% 18% 17% 21% 23% 24% 25% 33% 33% 24% 25% 25% 25% 27% 26% 26% 29% 30% 2015 2016 2017 2018 2019 2020 2021 2022 2023 Note: 2023 figures based on 1,335 global employees as of 12/31/23. Note: 2023 figures based on 774 employees in the U.S. as of 12/31/23. Underrepresented Minorities include AA, Hispanic and Multicultural and excludes Asian.

Appendix 31

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Information – Explanation of Non-GAAP Measures 32 PROS has provided certain financial information that has not been prepared in accordance with GAAP. This information includes non-GAAP gross profit, non-GAAP gross margin, non- GAAP subscription gross margin, non-GAAP recurring revenue gross margin, adjusted EBITDA and free cash flow. PROS uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating PROS ongoing operational performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure. A reconciliation of GAAP to the non-GAAP financial measures has been provided in these tables and in the earnings press release. PROS use of non-GAAP financial measures may not be consistent with the presentations by similar companies in PROS industry. Non-GAAP gross profit: Non-GAAP gross profit is defined as GAAP gross profit less amortization of acquisition-related intangibles, severance and share-based compensation costs allocated to cost of subscription, maintenance and support, and services. Non-GAAP gross margin is calculated as the percentage of non-GAAP gross profit divided by total revenue. Non-GAAP subscription gross margin and recurring revenue gross margin are similarly calculated to compare the non-GAAP gross profit of subscription revenue and recurring revenue (subscription, maintenance and support revenue), respectively, to total subscription and recurring revenue, respectively. In calculating the non-GAAP gross profit of subscription revenue, the total costs of subscription are adjusted to reduce such costs by the portion of amortization of acquisition-related intangibles, severance and share-based compensation costs allocated to cost of subscription. In calculating the non-GAAP gross profit of recurring revenue, the total costs of subscription, maintenance and support are adjusted to reduce such costs by the portion of amortization of acquisition-related intangibles, severance and share-based compensation costs allocated to cost of subscription and cost of maintenance and support. Adjusted EBITDA: Adjusted EBITDA is defined as GAAP net income (loss) before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of stock-based compensation cost, severance, acquisition-related expenses, amortization of acquisition-related intangibles, and depreciation and amortization. Adjusted EBITDA should not be considered as an alternative to net loss as an indicator of our operating performance. Free Cash Flow: Free cash flow is a non-GAAP financial measure which is defined as net cash provided by (used in) operating activities, excluding severance payments, less capital expenditures and capitalized internal-use software development costs. Calculated Billings: Calculated billings is defined as total subscription, maintenance and support revenue plus the change in recurring deferred revenue in a given period.

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures – Guidance (In thousands, Unaudited) 33 Low High Adjusted EBITDA GAAP Loss from Operations $ (11,700) $ (10,700) Amortization of acquisition-related intangibles 1,300 1,300 Share-based compensation 10,500 10,500 Depreciation and other amortization 900 900 Adjusted EBITDA $ 1,000 $ 2,000 Q2 2024 Guidance Low High Adjusted EBITDA GAAP Loss from Operations $ (36,200) $ (33,200) Amortization of acquisition-related intangibles 4,400 4,400 Share-based compensation 45,200 45,200 Depreciation and other amortization 3,600 3,600 Adjusted EBITDA $ 17,000 $ 20,000 Full Year 2024 Guidance

© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Information - GAAP to Non-GAAP Reconciliations (In thousands, Unaudited) 34 Gross Profit Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 GAAP Gross Profit $ 40,721 $ 42,738 $ 43,467 $ 43,640 $ 47,221 $ 48,786 $ 48,748 $ 51,855 Amortization of acquisition-related intangibles 1,685 1,555 1,441 1,337 1,243 1,099 953 953 Severance - - 245 749 - - - - Share-based compensation 1,006 1,050 1,017 832 985 1,033 1,073 1,068 Non-GAAP Gross Profit $ 43,412 $ 45,343 $ 46,170 $ 46,558 $ 49,449 $ 50,918 $ 50,774 $ 53,876 Non-GAAP Gross Margin 64% 64% 65% 64% 65% 66% 66% 67% Subscription Gross Profit Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 GAAP Subscription Gross Profit $ 36,640 $ 37,934 $ 39,442 $ 41,876 $ 43,245 $ 45,477 $ 46,214 $ 49,736 Amortization of acquisition-related intangibles 1,685 1,555 1,441 1,337 1,243 1,099 953 953 Severance - - 8 125 - - - - Share-based compensation 185 174 148 125 169 201 208 202 Non-GAAP Subscription Gross Profit $ 38,510 $ 39,663 $ 41,039 $ 43,463 $ 44,657 $ 46,777 $ 47,375 $ 50,891 Non-GAAP Subscription Gross Margin 76% 77% 77% 78% 78% 78% 78% 79% Recurring Revenue Gross Profit Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 GAAP Recurring Revenue Gross Profit $ 41,901 $ 43,053 $ 43,962 $ 45,306 $ 46,462 $ 48,401 $ 48,898 $ 51,469 Amortization of acquisition-related intangibles 1,685 1,555 1,441 1,337 1,243 1,099 953 953 Severance - - 8 432 - - - - Share-based compensation 283 283 266 205 267 294 301 339 Non-GAAP Recurring Revenue Gross Profit $ 43,869 $ 44,891 $ 45,677 $ 47,280 $ 47,972 $ 49,794 $ 50,152 $ 52,761 Non-GAAP Recurring Revenue Gross Margin 76% 76% 77% 77% 77% 77% 77% 78% Adjusted EBITDA Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 GAAP Loss From Operations $ (20,537) $ (16,181) $ (14,873) $ (18,796) $ (13,355) $ (7,842) $ (10,609) $ (10,302) Amortization of acquisition-related intangibles 2,597 2,221 1,973 1,806 1,620 1,446 1,301 1,301 Severance - - 4,034 3,586 - - - - Share-based compensation 10,766 10,626 10,097 9,904 10,752 10,933 10,768 12,700 Depreciation and other amortization 1,204 1,174 1,151 1,195 1,131 1,103 1,105 903 Capitalized internal-use software development costs - - - - - - (48) (17) Adjusted EBITDA $ (5,970) $ (2,160) $ 2,382 $ (2,305) $ 148 $ 5,640 $ 2,517 $ 4,585 Free Cash Flow Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Cash Flow From Operations $ (1,931) $ (8,991) $ (1,970) $ (6,413) $ (6,542) $ 8,718 $ 13,844 $ (4,644) Severance - - 3,058 3,170 579 121 211 - Purchase of property and equipment (308) (76) (16) (1,546) (277) (345) (375) (223) Capitalized internal-use software development costs - - - - - - (48) (17) Free Cash Flow $ (2,239) $ (9,067) $ 1,072 $ (4,519) $ (6,240) $ 8,494 $ 13,632 $ (4,884)

Document and Entity Information Document	May 07, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 07, 2024
Entity Registrant Name	PROS Holdings, Inc.
Entity Central Index Key	0001392972
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33554
Entity Tax Identification Number	76-0168604
Entity Address, Address Line One	3200 Kirby Drive, Suite 600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	(713)
Local Phone Number	335-5151
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock $0.001 par value per share
Trading Symbol	PRO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false