0001392972false00013929722025-02-062025-02-06

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): February 6, 2025
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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
TX
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 classTrading symbol(s)Name of each exchange on which registered
Common stock $0.001 par value per sharePRONew 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 February 6, 2025, PROS Holdings, Inc. (the "Company") issued a press release announcing financial results for its quarter and year ended December 31, 2024. A copy of the press release, dated as of February 6, 2025, 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 February 6, 2025, the Company published the Q4 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. A copy of the Q4 2024 Investor Presentation is furnished herewith as Exhibit 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 its 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 Exhibit 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
99.2
104The 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.
February 6, 2025/s/ Stefan Schulz
Stefan Schulz
Executive Vice President and Chief Financial Officer







































EXHIBIT 99.1

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PROS HOLDINGS, INC. REPORTS FOURTH QUARTER AND
FULL YEAR 2024 FINANCIAL RESULTS

•Total revenue of $85.0 million in the fourth quarter, up 10% year-over-year.
•Subscription revenue of $69.3 million in the fourth quarter, up 14% year-over-year.
•Subscription gross margin of 79% and non-GAAP subscription gross margin of 81% in the fourth quarter, an improvement of more than 270 basis points year-over-year.
•Operating cash flow of $24.0 million in the fourth quarter, up 73% year-over-year.

HOUSTON – February 6, 2025 — PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing and selling solutions, today announced financial results for the fourth quarter and full year ended December 31, 2024.

“I’m incredibly proud of our team for finishing the year strong – in 2024, we achieved 14% subscription revenue growth, delivered a 400% improvement in adjusted EBITDA, won exceptional new customers, and deepened our relationships across our expanding customer base,” stated CEO Andres Reiner. “These results, combined with being ranked a Leader in every key industry analyst evaluation specific to our solutions, highlight our market momentum and position us for continued growth in 2025 and beyond.”

Fourth Quarter and Full Year 2024 Financial Highlights

Key financial results for the fourth quarter and full year 2024 are shown below. Throughout this press release all dollar figures are in millions, except net earnings (loss) per share. Unless otherwise noted, all results are on a reported basis and are compared with the prior-year period.
GAAPNon-GAAP
Q4 2024Q4 2023ChangeQ4 2024Q4 2023 Change
Revenue:
  Total Revenue$85.0$77.510%n/an/an/a
  Subscription Revenue$69.3$60.814%n/an/an/a
  Subscription and Maintenance Revenue $72.4$65.211%n/an/an/a
Profitability:
  Gross Profit$57.6$48.718%$59.4$50.817%
  Operating (Loss) Income$(1.6)$(10.6)$9.0$9.9$1.5580%
  Net (Loss) Income$(2.0)$(10.2)$8.2$7.5$1.1608%
  Net (Loss) Earnings Per Share$(0.04)$(0.22)$0.18$0.16$0.02$0.14
  Adjusted EBITDAn/an/an/a$10.9$2.5333%
Cash:
  Net Cash Provided by Operating Activities$24.0$13.873%n/an/an/a
  Free Cash Flown/an/an/a$23.5$13.673%

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GAAPNon-GAAP
FY 2024FY 2023ChangeFY 2024FY 2023 Change
Revenue:
  Total Revenue$330.4$303.79%n/an/an/a
  Subscription Revenue$266.3$234.014%n/an/an/a
  Subscription and Maintenance Revenue $279.8$254.010%n/an/an/a
  Subscription Annual Recurring Revenue ("ARR")n/an/an/a$281.5$259.09%
  Subscription ARR in constant currencyn/an/an/a$283.7$259.010%
Profitability:
  Gross Profit$217.0$188.415%$224.9$197.714%
  Operating (Loss) Income$(19.0)$(50.6)$31.6$26.4$1.51,641%
  Net (Loss) Income$(20.5)$(56.4)$35.9$19.3$2.2761%
  Net (Loss) Earnings Per Share$(0.43)$(1.22)$0.79$0.41$0.05$0.36
  Adjusted EBITDAn/an/an/a$30.0$6.0400%
Cash:
  Net Cash Provided by Operating Activities$27.4$9.9177%n/an/an/a
  Free Cash Flown/an/an/a$26.2$11.4130%
The attached table provides a summary of PROS results for the period, including a reconciliation of GAAP to non-GAAP metrics.

Recent Business Highlights

•Welcomed many new customers who are adopting the PROS Platform such as Arco, BradyPLUS, Cooper Machinery, Fastjet, HBK, Pipeline Packaging, and Werner Electric, among others.

•Expanded adoption of the PROS Platform within existing customers including Adobe, Air Canada, Averitt, BASF, Flydubai, Henkel, Hertz, Holcim, Lufthansa Group, and Manitou, among others.

•Earned recognition as a Leader in the 2025 Gartner® Magic Quadrant™ for Configure, Price, and Quote (CPQ) Applications for the third time, achieving PROS highest leadership ranking in the evaluation to date, a testament to PROS leadership in innovation and expanding market presence.

•Received the Leader designation in the IDC MarketScape: Worldwide Configure Price Quote (CPQ) Applications for Commerce 2024-2025, in recognition of PROS AI-driven innovations including our advanced pricing capabilities and seamless ecosystem integrations.

•Received the IDC 2024 CX CPQ Customer Satisfaction Award, ranking among the highest in a survey from 2,500 organizations globally across approximately 40 customer satisfaction metrics, with recognition for ease of implementation and user experience.

•Released over 560 new features in the PROS Platform in 2024 that drove new customer acquisition and customer expansion throughout the year, including new solutions such as Smart Rebate Management and generative AI-powered Fare Finder Genie.

•Processed 4.4 trillion transactions in our platform in 2024, a 29% increase in volume year-over-year, underscoring the PROS Platform's significant market value and increasing customer adoption.

Financial Outlook

PROS currently anticipates the following based on an estimated 47.9 million diluted weighted average shares outstanding for the first quarter of 2025 and a 22% non-GAAP estimated tax rate for the first quarter and full year 2025.
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Q1 2025 Guidancev. Q1 2024 at Mid-PointFull Year 2025 Guidance v. Prior Year at Mid-Point
Total Revenue$85.0 to $86.06%$360.0 to $362.09%
Subscription Revenue$70.25 to $70.7510%$294.0 to $296.011%
Subscription ARRn/an/a$308.0 to $311.010%
Non-GAAP Earnings Per Share$0.10 to $0.12$0.07n/an/a
Adjusted EBITDA$7.5 to $8.574%$42.0 to $44.043%
Free Cash Flown/an/a$40.0 to $44.061%
Conference Call
In conjunction with this announcement, PROS Holdings, Inc. will host a conference call on Thursday, February 6, 2025, at 4:45 p.m. ET to discuss the Company’s financial results and business outlook. To access this call, dial 1-877-407-9039 (toll-free) or 1-201-689-8470. 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 Thursday, February 13, 2025, 11:59 PM ET at 1-844-512-2921 (toll-free) or 1-412-317-6671 using the pass code 13750860.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of AI-powered SaaS pricing and selling solutions. Our vision is to optimize every shopping and selling experience. With 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) the rapid adoption, evolution, and understanding of AI, (u) our debt repayment obligations, (v) the timing of revenue recognition and cash flow from operations, and (w) 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.
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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 subscription 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 income (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 income (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, (gain) loss on equity investments, net, loss on derivatives, loss on debt extinguishment 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
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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.
•(Gain) Loss on Equity Investments, net: (Gain) loss on equity investments, net relate to observable price changes for equity investments without a readily determinable fair value identified during the quarter ended December 31, 2023, including other-than temporary loss. 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.
•Loss on Derivatives: Loss on derivatives relates to mark to market features identified as part of the exchange of certain of our convertible notes (the "Exchange") and related capped call, non-recurring transactions, during the quarter ended September 30, 2023. 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.
•Loss on Debt Extinguishment: Loss on debt extinguishment relates to the Exchange, a non-recurring transaction, during the quarter ended September 30, 2023. 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.

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Investor Contact:
PROS Investor Relations
Belinda Overdeput
713-335-5879
ir@pros.com
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PROS Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
December 31, 2024December 31, 2023
Assets:
Current assets:
Cash and cash equivalents
$161,983 $168,747 
Trade and other receivables, net of allowance of $922 and $574, respectively64,982 49,058 
Deferred costs, current
4,634 4,856 
Prepaid and other current assets
7,517 12,013 
Total current assets
239,116 234,674 
Restricted cash
10,000 10,000 
Property and equipment, net
19,745 23,051 
Operating lease right-of-use assets
16,066 14,801 
Deferred costs, noncurrent
11,515 10,292 
Intangibles, net
7,044 11,678 
Goodwill
107,278 107,860 
Other assets, noncurrent
9,138 9,477 
Total assets
$419,902 $421,833 
Liabilities and Stockholders’ (Deficit) Equity:
Current liabilities:
Accounts payable and other liabilities
$8,589 $3,034 
Accrued liabilities
14,085 13,257 
Accrued payroll and other employee benefits
27,117 32,762 
Operating lease liabilities, current
6,227 5,655 
Deferred revenue, current
130,977 120,955 
Current portion of convertible debt, net
— 21,668 
Total current liabilities
186,995 197,331 
Deferred revenue, noncurrent
5,438 3,669 
 Convertible debt, net, noncurrent
270,797 272,324 
 Operating lease liabilities, noncurrent
23,870 25,118 
 Other liabilities, noncurrent
1,505 1,264 
Total liabilities
488,605 499,706 
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; 52,083,732
and 51,184,584 shares issued, respectively; 47,403,009 and 46,503,861 shares outstanding, respectively		52 51 
Additional paid-in capital
634,212 604,084 
Treasury stock, 4,680,723 common shares, at cost(29,847)(29,847)
Accumulated deficit
(667,727)(647,252)
Accumulated other comprehensive loss
(5,393)(4,909)
Total stockholders’ (deficit) equity
(68,703)(77,873)
Total liabilities and stockholders’ (deficit) equity
$419,902 $421,833 

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PROS Holdings, Inc.
Condensed Consolidated Statements of Loss
(In thousands, except per share data)
(Unaudited) 

Three Months Ended December 31,Year Ended December 31,
2024202320242023
Revenue:
Subscription$69,255 $60,764 $266,272 $234,024 
Maintenance and support3,153 4,460 13,494 19,958 
Total subscription, maintenance and support72,408 65,224 279,766 253,982 
Services12,561 12,260 50,606 49,726 
Total revenue84,969 77,484 330,372 303,708 
Cost of revenue:
Subscription14,229 14,550 57,882 57,212 
Maintenance and support1,716 1,776 7,027 7,703 
Total cost of subscription, maintenance and support15,945 16,326 64,909 64,915 
Services11,434 12,410 48,420 50,398 
Total cost of revenue27,379 28,736 113,329 115,313 
Gross profit57,590 48,748 217,043 188,395 
Operating expenses:
Selling and marketing21,755 21,175 88,048 92,389 
Research and development22,445 23,018 89,725 89,361 
General and administrative14,957 15,164 58,292 57,247 
Loss from operations(1,567)(10,609)(19,022)(50,602)
Convertible debt interest and amortization(1,125)(1,233)(4,596)(5,882)
Other income, net1,145 2,109 4,457 1,063 
Loss before income tax provision(1,547)(9,733)(19,161)(55,421)
Income tax provision420 462 1,314 933 
Net loss$(1,967)$(10,195)$(20,475)$(56,354)
Net loss per share:
Basic and diluted$(0.04)$(0.22)$(0.43)$(1.22)
Weighted average number of shares:
Basic and diluted47,349 46,370 47,116 46,155 
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PROS Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Operating activities:
Net loss
$(1,967)$(10,195)$(20,475)$(56,354)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
1,932 2,406 8,303 10,707 
Amortization of debt premium and issuance costs(307)(233)(1,203)861 
Share-based compensation
10,535 10,768 40,754 42,357 
Deferred income tax, net
(11)(63)(11)(63)
Provision for credit losses
247 (107)299 (19)
Gain on lease modification— — (697)— 
Loss on disposal of assets
10 6 784 57 
(Gain) loss on equity investments, net— (828)— (828)
Loss on derivatives— 146 — 4,489 
Loss on debt extinguishment
— — — 1,779 
Changes in operating assets and liabilities:
Trade and other receivables
(16,999)674 (16,211)(899)
Deferred costs
(1,011)(1,055)(1,001)(351)
Prepaid expenses and other assets
3,741 (1,378)4,899 (1,347)
Operating lease right-of-use assets and liabilities(288)(1,100)(2,126)(2,786)
Accounts payable and other liabilities
3,940 (1,664)6,131 (5,039)
Accrued liabilities
711 (766)1,798 723 
Accrued payroll and other employee benefits
4,243 9,192 (5,663)8,950 
Deferred revenue
19,237 8,041 11,802 7,640 
Net cash provided by operating activities24,013 13,844 27,383 9,877 
Investing activities:
Purchases of property and equipment
(497)(375)(1,166)(2,543)
Capitalized internal-use software development costs
— (48)(58)(48)
Investment in equity securities, net
118 — 5 (113)
Net cash used in investing activities(379)(423)(1,219)(2,704)
Financing activities:
Proceeds from employee stock plans— — 2,079 2,170 
Tax withholding related to net share settlement of stock awards
(1,408)(2,468)(12,704)(9,299)
Debt issuance costs related to convertible debt
— (2,198)— (2,198)
Purchase of Capped Call— 578 — (22,193)
Repayment of convertible debt— — (21,713)— 
Debt issuance costs related to Credit Agreement— — — (837)
Net cash used in financing activities(1,408)(4,088)(32,338)(32,357)
Effect of foreign currency rates on cash(807)334 (590)304 
Net change in cash, cash equivalents and restricted cash21,419 9,667 (6,764)(24,880)
Cash, cash equivalents and restricted cash:
Beginning of period
150,564 169,080 178,747 203,627 
End of period
$171,983 $178,747 $171,983 $178,747 
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents$161,983 $168,747 $161,983 $168,747 
Restricted cash10,000 10,000 10,000 10,000 
Total cash, cash equivalents and restricted cash$171,983 $178,747 $171,983 $178,747 
9

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 11.
Three Months Ended December 31,
Quarter over Quarter
Year Ended December 31,
Year over Year
20242023
% change
20242023
% change
GAAP gross profit
$57,590 $48,748 18 %$217,043 $188,395 15 %
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
629 953 3,273 4,632 
Severance— — — 749 
Share-based compensation
1,180 1,073 4,576 3,923 
Non-GAAP gross profit
$59,399 $50,774 17 %$224,892 $197,699 14 %
Non-GAAP gross margin
69.9 %65.5 %68.1 %65.1 %
GAAP loss from operations
$(1,567)$(10,609)(85)%$(19,022)$(50,602)(62)%
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
953 1,301 4,628 6,173 
Severance
— — — 3,586 
Share-based compensation
10,535 10,768 40,754 42,357 
Total non-GAAP adjustments
11,488 12,069 45,382 52,116 
Non-GAAP income from operations
$9,921 $1,460 580 %$26,360 $1,514 1,641 %
Non-GAAP income from operations % of total revenue
11.7 %1.9 %8.0 %0.5 %
GAAP net loss
$(1,967)$(10,195)(81)%$(20,475)$(56,354)(64)%
Non-GAAP adjustments:
Total non-GAAP adjustments affecting loss from operations
11,488 12,069 45,382 52,116 
Amortization of debt premium and issuance costs
(377)(303)(1,482)737 
(Gain) loss on equity investments, net— (828)— (828)
Loss on derivatives— 146 — 4,489 
Loss on debt extinguishment
— — — 1,779 
Tax impact related to non-GAAP adjustments
(1,685)164 (4,129)301 
Non-GAAP net income
$7,459 $1,053 608 %$19,296 $2,240 761 %
Non-GAAP earnings per share
$0.16 $0.02 $0.41 $0.05 
Shares used in computing non-GAAP earnings per share
47,534 47,786 47,579 47,139 
10

PROS Holdings, Inc.
Supplemental Schedule of Non-GAAP Financial Measures
Increase (Decrease) in GAAP Amounts Reported
(In thousands)
(Unaudited)
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Cost of Subscription Items
  Amortization of acquisition-related intangibles
629 953 3,273 4,632 
  Severance— — — 125 
  Share-based compensation
239 208 920 703 
Total cost of subscription items
$868 $1,161 $4,193 $5,460 
Cost of Maintenance Items
  Severance— — — 307 
  Share-based compensation
102 93 433 364 
Total cost of maintenance items
$102 $93 $433 $671 
Cost of Services Items
  Severance— — — 317 
  Share-based compensation
839 772 3,223 2,856 
Total cost of services items
$839 $772 $3,223 $3,173 
Sales and Marketing Items
  Amortization of acquisition-related intangibles
324 348 1,355 1,541 
  Severance
— — — 1,595 
  Share-based compensation
2,469 2,811 9,209 11,834 
Total sales and marketing items
$2,793 $3,159 $10,564 $14,970 
Research and Development Items
  Severance— — — 1,008 
  Share-based compensation
2,256 2,684 8,799 10,524 
Total research and development items
$2,256 $2,684 $8,799 $11,532 
General and Administrative Items
  Severance
— — — 234 
  Share-based compensation
4,630 4,200 18,170 16,076 
Total general and administrative items
$4,630 $4,200 $18,170 $16,310 
11

PROS Holdings, Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands)
(Unaudited)

Three Months Ended December 31,Year Ended December 31,
2024202320242023
Adjusted EBITDA
GAAP Loss from Operations
$(1,567)$(10,609)$(19,022)$(50,602)
Amortization of acquisition-related intangibles
953 1,301 4,628 6,173 
Severance
— — — 3,586 
Share-based compensation
10,535 10,768 40,754 42,357 
Depreciation and other amortization
979 1,105 3,675 4,534 
Capitalized internal-use software development costs
— (48)(58)(48)
Adjusted EBITDA
$10,900 $2,517 $29,977 $6,000 
Net Cash Provided by Operating Activities$24,013 $13,844 $27,383 $9,877 
   Severance— 211 — 4,081 
   Purchase of property and equipment
(497)(375)(1,166)(2,543)
   Capitalized internal-use software development costs
— (48)(58)(48)
Free Cash Flow
$23,516 $13,632 $26,159 $11,367 
Guidance
Q1 2025 GuidanceFull Year 2025 Guidance
LowHighLowHigh
Adjusted EBITDA
  GAAP Loss from Operations
$(5,400)$(4,400)$(13,300)$(11,300)
Amortization of acquisition-related intangibles
1,000 1,000 3,700 3,700 
Share-based compensation
11,000 11,000 48,000 48,000 
Depreciation and other amortization
900 900 3,600 3,600 
Adjusted EBITDA
$7,500 $8,500 $42,000 $44,000 































12

PROS Holdings, Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures (Continued)
(In thousands)
(Unaudited)

Three Months Ended December 31,
Quarter over Quarter
Year Ended December 31,
Year over Year
20242023
% change
20242023
% change
GAAP subscription gross profit
$55,026 $46,214 19 %$208,390 $176,812 18 %
Non-GAAP adjustments:
Amortization of acquisition-related intangibles
629 953 3,273 4,632 
Severance— — — 125 
Share-based compensation
239 208 920 703 
Non-GAAP subscription gross profit
$55,894 $47,375 18 %$212,583 $182,272 17 %
Non-GAAP subscription gross margin
80.7 %78.0 %79.8 %77.9 %
13
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Global Headquarters, Houston, Texas PROS Holdings, Inc. Q4 2024 Investor Presentation Updated February 6, 2025 ir@pros.com 1

 
© 2025 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) the rapid adoption, evolution, and understanding of AI, (u) our debt repayment obligations, (v) the timing of revenue recognition and cash flow from operations, and (w) 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.

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS at a Glance 3 $330 mm+ Total Revenue FY 2024 85% Recurring Revenue as a % of FY 2024 Total Revenue $38B+ Underpenetrated, Addressable Market Subscription Revenue CAGR Since Cloud Transition (FY 2015 – FY 2024) 80+ Countries with Customers 28% 93%+ Customer Gross Revenue Retention Rate FY 2024 4.4T Transactions Processed FY 2024 $26mm+ Free Cash Flow1 FY 2024 130% Improvement YoY 1. For definitions of non-GAAP measures or reconciliation of GAAP to non-GAAP measures, please refer to the appendix of this presentation.

 
Business Overview 4

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Our Vision 5 to optimize every shopping and selling experience.

 
© 2025 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, tailored experience, 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.

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Real-Time AI Platform Maximizes Value for B2B Commerce 7 Smart Price Optimization & Management Smart Configure, Price, Quote Back Office Systems ERP + Many More Data Warehouse Homegrown Systems API Data Providers Omnichannel Price Management Neural Network AI Pricing Analytics eCommerce Optimization Capacity Aware Optimization Price Lists Cost Optimization Extensible AI Buyer eCommerce/ Marketplaces Partner Portals Marketing Systems + Many More API CRMOmnichannel Quoting, Price Agmts. & Subs. Guided Selling Rich Media Catalog 10K+ Line Quotes Constraints-based Configuration Document Generation Collaboration Portal Mass Price Update Workflow AI Real-Time Secure Scalable High Availability ExtensibleData Core Insights Powered by an Industry-Leading Real-Time, AI Platform Front Office Systems Resellers / Distributors Direct Sales Marketers Smart Rebate Management Programs Rebates Accruals Settlements Digital Offer Marketing Ad Modules SEO Landing Pages Ad Distribution with Real-time Prices Search Engine Marketing

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. 8 Offer Management Shopping/DistributionBack Office Systems PSS + Many More ERP Homegrown Systems API Data Warehouse & Data Providers Buyer Resellers / Distributors Direct Sales Marketers Airline.com MSE Agency Portals / GDS + Many More API OTA AI Real-Time Secure Scalable High Availability ExtensibleData Core Insights Powered by an Industry-Leading Real-Time, AI Platform Front Office Systems Marketing Systems Order Management Full NDC Offer Management Quote, Negotiate, Save, and Book Demand Forecasting & Price Elasticity Class-based or Continuous Pricing Holiday, Special Events, & Influences Network / O&D / Segment Optimization Dynamic Pricing of Ancillaries Corporate Travel Direct Distribution to MSE Direct Connect Pricing and Availability ATPCO Pricing & Repricing Inspiration / Calendar Search Merchandising Management & PNR Modifications Ticketing & Payments Reporting & Analytics Ancillaries EMD Handling Digital Offer Marketing Ad Modules SEO Landing Pages Ad Distribution with Real-time Prices Search Engine Marketing PROS Real-Time AI Platform Maximizes Value for Travel Commerce

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Real-Time AI is at the Core of the PROS Platform 9 1. Trailing twelve-month measurement as of 12/31/2024. Transactions per minute is an average over the period. 2. Excludes impact from the CrowdStrike outage. Self-Learning, Trainable Predictive, Prescriptive, Generative Explainable, Trustworthy Responsible 99.97% Uptime1,2 4.4 Trillion Transactions Processed1 (+29% YoY) Sub-300ms Response Time ~8.4mm Transactions Per Minute1 AI Real-Time Secure Scalable High Availability ExtensibleData Core

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Library of AI Models & Techniques Ensemble to Solve High-Value Business Problems 10 • Negotiated Price Optimization • Ecommerce Price Optimization • EMSR (Expected Marginal Seat Revenue) • O&D, Leg & Segment-based Optimization • Request-Specific Pricing • 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 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 Predictive Algorithms • Neural networks (FF Wide & Deep, NN Matrix Factorization) • Online Learning (Bayesian & Variational Inference) • Decision Trees • Semi-parametric Estimation • Parametric estimation Business AI Recommender System Collaborative Filtering Internet AI Human-Computer Interaction Large Language Models Microsoft Copilot for Sales Perceptual AI PROS AI Business Problems Learning Paradigms, Models, and Tools

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Trusted by the World’s Leading Enterprises 11 Travel Chemicals & Energy Healthcare Food & Consumables Services Automotive & Industrial Technology

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS Drives Significant, Measurable Business Outcomes 12 +200-500 bps Margin Improvement Source: PROS study of 131 customers’ self-reported results, 2022. Forrester Total Economic Impact Report, 2023. 9 months Payback +67% Average Efficiency Gain Average Revenue Uplift +8%

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. PROS TAM is Massive, Global, and Growing 13 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. $38B+ Underpenetrated, Addressable Market1 $3.3B Travel $3.2B Automotive & Industrial $2.1B Healthcare $1.9B Technology $1.8B Food & Consumables $1.1B Business Services $800mm Chemicals & Energy $14B+ Strategic Industries & Geographies

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Strategic Focus Areas 14 Land the Platform, Realize Value, and Expand with Many Paths Extend PROS Reach and Impact Through Strategic Partner Collaboration Infuse AI In Everything We Do

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Proven Land & Expand Motion in Our Business 15

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. An Ecosystem of Partners Help Position Us to Win 16 Systems Integrators GTM Partners

 
© 2025 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

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. 29 38 61 99 145 170 178 204 234 266 295 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025E Subscription Revenue Growth Trajectory ($mm) 19 1. The 2025 dollar value is based on the $295mm mid-point of the Subscription Revenue 2025 Guidance. 2025 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 28% FY15 – FY24 Subscription Revenue CAGR

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Driving Consistent Margin Expansion 20 For definitions of non-GAAP measures or reconciliation of GAAP to non-GAAP measures, please refer to the appendix of this presentation. -6% -1% 5% 11% FY 2021 FY 2022 FY 2023 FY 2024 Non-GAAP Services Gross Margin 71% 77% 78% 80% FY 2021 FY 2022 FY 2023 FY 2024 Non-GAAP Subscription Gross Margin 61% 64% 65% 68% FY 2021 FY 2022 FY 2023 FY 2024 Non-GAAP Total Gross Margin

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. ($25) ($15) $6 $30 10% 40% 140% 400% Expanding Profitability Margin 21 Operating Expense to Revenue Ratios Adjusted EBITDA Margin G&A S&M R&D ($mm) Adj. EBITDA ($mm) Adj. EBITDA YoY Improvement % G&A S&M R&D For definitions of non-GAAP measures or reconciliation of GAAP to non-GAAP measures, please refer to the appendix of this presentation. For purposes of the E/R ratios presented, historical non-GAAP expense was utilized. For reconciliations of GAAP operating expenses to non-GAAP, refer to the supplemental tables in PROS earnings press releases. $37 $40 $41 $40 $74 $77 $77 $77 $74 $79 $78 $81 29% 29% 26% 24% 29% 28% 25% 23% 15% 14% 13% 12% FY 2021 FY 2022 FY 2023 FY 2024 -10% -5% 2% 9% FY 2021 FY 2022 FY 2023 FY 2024

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Improving Free Cash Flow Generation 22 For definitions of non-GAAP measures or reconciliation of GAAP to non-GAAP measures, please refer to the appendix of this presentation. -8% -8% 4% 8% FY 2021 FY 2022 FY 2023 FY 2024 Free Cash Flow Margin

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Fourth Quarter and Full Year 2024 Earnings Recap 23 $mm (Except Per Share) Q4 2024 Q4 2023 Delta FY 2024 FY 2023 Delta Total Revenue $85.0 $77.5 10% $330.4 $303.7 9% Subscription Revenue $69.3 $60.8 14% $266.3 $234.0 14% Subscription ARR n/a n/a n/a $281.5 $259.0 9% Adjusted EBITDA1 $10.9 $2.5 333% $30.0 $6.0 400% Free Cash Flow1 $23.5 $13.6 73% $26.2 $11.4 130% Non-GAAP Earnings Per Share2 $0.16 $0.02 $0.14 $0.41 $0.05 $0.36 1. For definitions of non-GAAP measures or reconciliation of GAAP to non-GAAP measures, please refer to the appendix of this presentation. 2. For definition of non-GAAP EPS or reconciliation of GAAP EPS to non-GAAP EPS, please refer to PROS earnings press release.

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Guidance Summary 24 $mm (Except Per Share) Q1 2025 Guidance v. Q1 2024 at Mid-Point Full Year 2025 Guidance v. Prior Year at Mid-Point Total Revenue $85.0 to $86.0 6% $360.0 to $362.0 9% Subscription Revenue $70.3 to $70.8 10% $294.0 to $296.0 11% Subscription ARR n/a n/a $308.0 to $311.0 10% Adjusted EBITDA $7.5 to $8.5 74% $42.0 to $44.0 43% Free Cash Flow n/a n/a $40.0 to $44.0 61% Non-GAAP Earnings Per Share $0.10 to $0.12 $0.07 n/a n/a The 2025 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 47.9 million diluted weighted average shares outstanding for the first quarter of 2025 and a 22% non-GAAP estimated tax rate for the first quarter and full year 2025. Please see appendix for a reconciliation of non-GAAP metrics to GAAP metrics.

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Long-Term Goal To Be A “Rule of 40” Company1 25 16-21% 19-24% Total Revenue Growth Free Cash Flow Margin 1. 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 2025 total revenue growth rate and free cash flow margin are based on the mid-point of the respective 2025 guidance ranges for these metrics. 2025 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 2% 14% 17% 21% 2022A 2023A 2024A 2025E Progress towards "Rule of 40"

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Business Metrics 26 Revenue Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Subscription $ 55,969 $ 57,304 $ 59,987 $ 60,764 $ 64,349 $ 65,600 $ 67,068 $ 69,255 Maintenance and Support $ 5,712 $ 5,093 $ 4,693 $ 4,460 $ 3,595 $ 3,385 $ 3,361 $ 3,153 Recurring Revenue $ 61,681 $ 62,397 $ 64,680 $ 65,224 $ 67,944 $ 68,985 $ 70,429 $ 72,408 Services $ 11,501 $ 13,395 $ 12,570 $ 12,260 $ 12,744 $ 13,028 $ 12,273 $ 12,561 Total Revenue $ 73,182 $ 75,792 $ 77,250 $ 77,484 $ 80,688 $ 82,013 $ 82,702 $ 84,969 Recurring Revenue % 84% 82% 84% 84% 84% 84% 85% 85% Revenue by Geography Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 United States $ 26,232 $ 27,224 $ 26,925 $ 26,623 $ 26,933 $ 27,990 $ 29,251 $ 29,334 Europe $ 22,949 $ 24,748 $ 25,691 $ 26,082 $ 25,671 $ 25,835 $ 25,391 $ 26,089 Rest of World $ 24,001 $ 23,820 $ 24,634 $ 24,779 $ 28,084 $ 28,188 $ 28,060 $ 29,546 $ in 000s

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Business Metrics 27 Financial & Operating Metrics Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Non-GAAP Gross Margin1 64% 65% 66% 66% 67% 67% 68% 70% Non-GAAP Subscription Gross Margin1 78% 78% 78% 78% 79% 80% 80% 81% Non-GAAP Recurring Revenue Gross Margin1 77% 77% 77% 77% 78% 78% 79% 79% Adjusted EBITDA1 $ (2,305) $ 148 $ 5,640 $ 2,517 $ 4,585 $ 5,214 $ 9,278 $ 10,900 Total Cash and Cash Equivalents* $ 192,376 $ 184,567 $ 169,080* $ 178,747* $ 166,423* $ 149,086* $ 150,564* $ 171,983* Recurring Deferred Revenue $ 117,837 $ 111,688 $ 107,667 $ 114,987 $ 123,590 $ 116,644 $ 108,670 $ 126,790 Total Deferred Revenue $ 128,353 $ 121,583 $ 116,522 $ 124,624 $ 132,648 $ 124,930 $ 117,213 $ 136,415 TTM Recurring Calculated Billings1 $ 238,584 $ 250,634 $ 250,319 $ 263,501 $ 265,998 $ 271,789 $ 273,585 $ 291,569 Remaining Performance Obligations2 $ 430,600 $ 407,600 $ 403,900 $ 469,600 $ 447,600 $ 450,300 $ 429,300 $ 475,700 Remaining Performance Obligations - Current $ 210,000 $ 204,200 $ 199,000 $ 227,500 $ 227,400 $ 232,700 $ 231,000 $ 246,700 Free Cash Flow1 $ (4,519) $ (6,240) $ 8,494 $ 13,632 $ (4,884) $ 6,164 $ 1,363 $ 23,516 Total Headcount (including contractors) 1,436 1,471 1,486 1,486 1,499 1,502 1,494 1,501 1. For definitions of non-GAAP measures or reconciliation of GAAP to non-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 28

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Our Mission: To Help People and Companies Outperform 29 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

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Governance, Security & Environmental Sustainability 30 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

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Diversity, Equity & Inclusion 31 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 Racial & Ethnic Minorities in the U.S. For further disclosures on DEI at PROS, read our ESG report. Note: 2024 figures based on 1,343 global employees as of 12/31/24. Note: 2024 figures based on 729 employees in the U.S. as of 12/31/24. Racial & Ethnic Minorities include AA, Asian, Hispanic and Multicultural. 29% 33% 37% 36% 41% 36% 36% 37% 2020 2021 2022 2023 2024 47% 47% 51% 50% 52% 55% 54% 55% 57% 58% 2020 2021 2022 2023 2024

 
32 Thank you

 
Appendix 33

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Information – Explanation of Non-GAAP Measures 34 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, 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 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.

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures – Guidance (In thousands, Unaudited) 35 Low High Adjusted EBITDA GAAP Loss from Operations $ (5,400) $ (4,400) Amortization of acquisition-related intangibles 1,000 1,000 Share-based compensation 11,000 11,000 Depreciation and other amortization 900 900 Adjusted EBITDA $ 7,500 $ 8,500 Q1 2025 Guidance Low High Adjusted EBITDA GAAP Loss from Operations $ (13,300) $ (11,300) Amortization of acquisition-related intangibles 3,700 3,700 Share-based compensation 48,000 48,000 Depreciation and other amortization 3,600 3,600 Adjusted EBITDA $ 42,000 $ 44,000 Full Year 2025 Guidance

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Gross Profit Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 GAAP Gross Profit $ 43,640 $ 47,221 $ 48,786 $ 48,748 $ 51,855 $ 53,194 $ 54,404 $ 57,590 Amortization of acquisition-related intangibles 1,337 1,243 1,099 953 953 953 738 629 Severance 749 - - - - - - - Share-based compensation 832 985 1,033 1,073 1,068 1,151 1,177 1,180 Non-GAAP Gross Profit $ 46,558 $ 49,449 $ 50,918 $ 50,774 $ 53,876 $ 55,298 $ 56,319 $ 59,399 Non-GAAP Gross Margin 64% 65% 66% 66% 67% 67% 68% 70% Subscription Gross Profit Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 GAAP Subscription Gross Profit $ 41,876 $ 43,245 $ 45,477 $ 46,214 $ 49,736 $ 51,030 $ 52,598 $ 55,026 Amortization of acquisition-related intangibles 1,337 1,243 1,099 953 953 953 738 629 Severance 125 - - - - - - - Share-based compensation 125 169 201 208 202 235 244 239 Non-GAAP Subscription Gross Profit $ 43,463 $ 44,657 $ 46,777 $ 47,375 $ 50,891 $ 52,218 $ 53,580 $ 55,894 Non-GAAP Subscription Gross Margin 78% 78% 78% 78% 79% 80% 80% 81% Recurring Revenue Gross Profit Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 GAAP Recurring Revenue Gross Profit $ 45,306 $ 46,462 $ 48,401 $ 48,898 $ 51,469 $ 52,664 $ 54,261 $ 56,463 Amortization of acquisition-related intangibles 1,337 1,243 1,099 953 953 953 738 629 Severance 432 - - - - - - - Share-based compensation 205 267 294 301 339 331 342 341 Non-GAAP Recurring Revenue Gross Profit $ 47,280 $ 47,972 $ 49,794 $ 50,152 $ 52,761 $ 53,948 $ 55,341 $ 57,433 Non-GAAP Recurring Revenue Gross Margin 77% 77% 77% 77% 78% 78% 79% 79% Services Gross Profit Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 GAAP Services Gross Profit $ (1,666) $ 759 $ 385 $ (150) $ 386 $ 530 $ 143 $ 1,127 Severance 317 - - - - - - - Share-based compensation 627 718 739 772 729 820 835 839 Non-GAAP Services Gross Profit $ (722) $ 1,477 $ 1,124 $ 622 $ 1,115 $ 1,350 $ 978 $ 1,966 Non-GAAP Services Gross Margin -6% 11% 9% 5% 9% 10% 8% 16% Supplemental Information - GAAP to Non-GAAP Reconciliations (In thousands, Unaudited) 36

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. Adjusted EBITDA Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 GAAP Income (Loss) From Operations $ (18,796) $ (13,355) $ (7,842) $ (10,609) $ (10,302) $ (7,184) $ 31 $ (1,567) Amortization of acquisition-related intangibles 1,806 1,620 1,446 1,301 1,301 1,300 1,074 953 Severance 3,586 - - - - - - - Share-based compensation 9,904 10,752 10,933 10,768 12,700 10,248 7,271 10,535 Depreciation and other amortization 1,195 1,131 1,103 1,105 903 891 902 979 Capitalized internal-use software development costs - - - (48) (17) (41) - - Adjusted EBITDA $ (2,305) $ 148 $ 5,640 $ 2,517 $ 4,585 $ 5,214 $ 9,278 $ 10,900 Free Cash Flow Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Cash Flow From Operations $ (6,143) $ (6,542) $ 8,718 $ 13,844 $ (4,644) $ 6,420 $ 1,594 $ 24,013 Severance 3,170 579 121 211 - - - - Purchase of property and equipment (1,546) (277) (345) (375) (223) (215) (231) (497) Capitalized internal-use software development costs - - - (48) (17) (41) - - Free Cash Flow $ (4,519) $ (6,240) $ 8,494 $ 13,632 $ (4,884) $ 6,164 $ 1,363 $ 23,516 Supplemental Information - GAAP to Non-GAAP Reconciliations (In thousands, Unaudited) 37

 
© 2025 PROS, Inc. All rights reserved. Confidential and Proprietary. 38

 
v3.25.0.1
Document and Entity Information Document
Feb. 06, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 06, 2025
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
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