Financial Data and Key Metrics Changes - Subscription revenue grew by 14% year-over-year, totaling $57.3 million, while total revenue increased by 11% year-over-year to $75.8 million [73][45] - The second quarter recurring revenue accounted for 82% of total revenue, with calculated billings rising 27% year-over-year [73][74] - Non-GAAP subscription gross margin improved to 78%, up from 76% a year ago, and non-GAAP services margin was reported at 11%, a 15 percentage point improvement [74][55] Business Line Data and Key Metrics Changes - The company reported a record quarter in deal activity, particularly in B2B, with win rates and sales velocity improving [11][120] - The land-and-expand strategy has led to quicker customer onboarding and expansion, with new customers adopting the platform rapidly [48][54] - The professional services team achieved a non-GAAP services gross margin of 11%, indicating improved efficiency in service delivery [55] Market Data and Key Metrics Changes - Strength was observed across various B2B industries, including technology, automotive, industrial, chemical, energy, and healthcare, with positive reception in both EMEA and the Americas [25][54] - The travel sector is recovering, but IT spending remains below pre-pandemic levels, with airlines still facing staffing shortages [1][2] Company Strategy and Development Direction - The company is focused on a platform strategy that emphasizes rapid customer adoption and expansion, leveraging AI capabilities to enhance pricing and sales processes [54][62] - There is confidence in achieving the long-term growth goal without needing to expand into new industries immediately, as current focus areas are expected to drive growth [6][10] Management's Comments on Operating Environment and Future Outlook - Management noted that sales cycles for new customers have improved by 30% year-over-year, driven by effective go-to-market strategies and the adoption of AI solutions [21][64] - The company anticipates positive free cash flow in the second half of the year, with expectations for total revenue to reach between $300 million and $302 million, representing a 9% year-over-year growth at the midpoint [32][29] Other Important Information - The company has a current liability of approximately $143 million related to convertible debt due in May 2024, which is expected to be retired with cash and investments [30][31] - The company raised its guidance for adjusted EBITDA to a range of $5.5 million to $7.5 million, reflecting a year-over-year improvement of over $21 million at the midpoint [33][32] Q&A Session Summary Question: Can you provide insights on the sales cycle improvements and macro factors influencing them? - Management attributed faster sales cycles to both internal go-to-market improvements and external demand factors, including interest in AI solutions [21][22] Question: What are the geographical performance trends, particularly in Europe and the U.S.? - Strength was noted in both the Americas and EMEA, with positive growth across various B2B industries [25][24] Question: How does the RPO performance align with strong billings and subscription revenue growth? - Management explained that the RPO metrics are influenced by the focus on shorter-term deals, which are expected to trend upwards in the latter part of the year [27][28] Question: What is the outlook for the travel sector and its impact on revenue? - While the travel sector is recovering, it is not yet back to pre-pandemic IT spending levels, but there is an expectation for revenue contributions from booked deals in the second half of the year [35][1] Question: How is the competitive environment evolving? - Management indicated no major changes in the competitive landscape, with continued improvements in win rates and sales velocity [76][120]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Interim Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Interim%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents PROS Holdings, Inc.'s unaudited interim consolidated financial statements for Q2 2023 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$434.0 million** by June 30, 2023, with **$143.0 million** convertible debt reclassified to current liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $184,567 | $203,627 | | Total current assets | $256,364 | $267,278 | | Total assets | $433,964 | $452,952 | | Current portion of convertible debt, net | $143,003 | $0 | | Total current liabilities | $304,998 | $160,936 | | Total liabilities | $485,418 | $488,425 | | Total stockholders' (deficit) equity | $(51,454) | $(35,473) | [Condensed Consolidated Statements of Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Q2 2023 total revenue grew **11%** to **$75.8 million**, with net loss improving to **$13.3 million** from **$22.4 million** Q2 and H1 2023 vs 2022 Performance (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | Y/Y Change | H1 2023 | H1 2022 | Y/Y Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $75,792 | $68,362 | +11% | $148,974 | $134,854 | +10% | | Subscription Revenue | $57,304 | $50,386 | +14% | $113,273 | $99,151 | +14% | | Gross Profit | $47,221 | $40,721 | +16% | $90,861 | $79,852 | +14% | | Loss from Operations | $(13,355) | $(20,537) | +35% | $(32,151) | $(47,040) | +32% | | Net Loss | $(13,289) | $(22,406) | +41% | $(32,291) | $(51,046) | +37% | | Net Loss per Share | $(0.29) | $(0.50) | +42% | $(0.70) | $(1.13) | +38% | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities remained flat at **$12.7 million** for H1 2023, with a total net decrease in cash of **$19.1 million** Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(12,685) | $(12,945) | | Net cash used in investing activities | $(1,823) | $(938) | | Net cash (used in) provided by financing activities | $(4,531) | $1,231 | | Net change in cash and cash equivalents | $(19,060) | $(12,375) | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail **$407.6 million** in remaining performance obligations, convertible debt terms, **$3.6 million** severance, and a new **$50 million** credit agreement - As of June 30, 2023, the company had **$407.6 million** in remaining performance obligations, with **$204.2 million** expected to be recognized as revenue over the next 12 months[41](index=41&type=chunk) - The company has two series of convertible senior notes: **$143.75 million** at 1% due in 2024 and **$150.0 million** at 2.25% due in 2027; the 2024 Notes are now classified as a current liability[56](index=56&type=chunk) - In the first quarter of 2023, the company incurred approximately **$3.6 million** in severance and related costs due to organizational changes[67](index=67&type=chunk) - Subsequent to the quarter end, on July 21, 2023, the company entered into a new three-year, **$50 million** secured revolving credit agreement[68](index=68&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting **14%** subscription revenue growth, improved operating loss, and adequate liquidity - Subscription revenue grew by **14%** for both the three and six months ended June 30, 2023, compared to the same periods in 2022[71](index=71&type=chunk) - Recurring revenue (subscription plus maintenance) constituted **82%** of total revenue in Q2 2023, with gross revenue retention rates remaining above **93%** for the trailing twelve months[72](index=72&type=chunk) - Key factors affecting performance include the complex macroeconomic environment, a strategic focus on profitable growth, the ongoing recovery of the travel industry, and increased demand for digital purchasing and AI-powered solutions[75](index=75&type=chunk)[77](index=77&type=chunk) - Free cash flow usage for the six months ended June 30, 2023 improved to **$10.8 million** from **$13.7 million** in the prior year, primarily due to increased cash collections and lower annual incentive payments[74](index=74&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Primary market risks are foreign currency and interest rate, with limited foreign currency exposure and minimal interest rate risk from fixed-rate notes - A hypothetical **10%** adverse change in the euro exchange rate would have decreased revenue by approximately **$1.2 million** for Q2 2023[111](index=111&type=chunk) - The company's outstanding convertible notes are fixed-rate instruments, so results of operations are not subject to fluctuations in interest rates[113](index=113&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2023, with no material changes in internal control - The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2023[115](index=115&type=chunk) - No changes in internal control over financial reporting occurred during Q2 2023 that have materially affected, or are reasonably likely to materially affect, internal controls[116](index=116&type=chunk) [PART II. OTHER INFORMATION](index=24&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business - The company is not currently aware of any legal proceedings or claims that it believes will have a material adverse effect on its business[118](index=118&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) Indebtedness from convertible notes and new credit agreement poses risks to future financing and cash flow, with no other material changes - The company's indebtedness from its convertible notes and potential borrowings under its new credit facility could impair its ability to obtain additional financing and adversely affect financial condition[120](index=120&type=chunk)[123](index=123&type=chunk) - The new **$50.0 million** credit agreement contains covenants that restrict the company's ability to create liens, incur more debt, and engage in certain transactions[122](index=122&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No common stock was repurchased in Q2 2023, with **$10.0 million** remaining available under the current repurchase authorization - No common stock was repurchased during Q2 2023; **$10.0 million** remains available under the current repurchase authorization[124](index=124&type=chunk) [Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[125](index=125&type=chunk) [Mine Safety Disclosure](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) The company reported no mine safety disclosures - None[126](index=126&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement in Q2 2023 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement in Q2 2023[127](index=127&type=chunk) [Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications and XBRL data files [Signatures](index=26&type=section&id=Signatures)

Disclaimer / Forward-Looking Statements ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 2 ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 3 ©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 4 | --- | |-----------------------------------------------| | | | We believe the combination of artificial | | intelligence and omnichannel, digital selling | | technology | | buyers' expectations and | | | | --- | --- | |-------|---------------------- ...

PROS Holdings, Inc. (NYSE:PRO) Q1 2023 Earnings Conference Call May 2, 2023 4:45 PM ET Company Participants Belinda Overdeput - Director, Investor Relations Andres Reiner - President and Chief Executive Officer Stefan Schulz - Chief Financial Officer Conference Call Participants Patrick Schulz - Baird Chad Bennett - Craig-Hallum Capital Group Matthew Kikkert - Stifel Brian Schwartz - Oppenheimer Scott Berg - Needham Devin Au - KeyBanc Capital Market Operator Greetings. Welcome to the PROS Holdings First Qu ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ___________________________________________________________________________ FORM 10-Q _________________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) PROS delivers AI-powered SaaS solutions for B2B/B2C pricing and sales optimization, leveraging its platform, global sales, and R&D investment - PROS provides AI-driven SaaS solutions to optimize B2B and B2C shopping and selling experiences, focusing on pricing, revenue optimization, and digital marketing[19](index=19&type=chunk) - The company's main offerings are the PROS Platform (Smart Configure Price Quote and Smart Price Optimization), specialized solutions for the airline industry, and Digital Offer Marketing tools[22](index=22&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) - PROS sells to a diverse customer base across industries like manufacturing, transportation, and travel. In 2022, **64%** of total revenue came from customers outside the U.S., and no single customer accounted for **10%** or more of revenue[42](index=42&type=chunk) - The company faces competition from a variety of providers but believes its key differentiators are its deep expertise in AI, the breadth of its platform's functionality, and its ability to handle large data volumes at scale[43](index=43&type=chunk)[44](index=44&type=chunk) - PROS made significant investments in research and development, with expenses totaling **$93.4 million** in fiscal 2022, representing over **30%** of annual revenue[46](index=46&type=chunk) - As of December 31, 2022, the company had **1,528** full-time personnel. It emphasizes a culture of innovation, diversity (**37%** female global employees), and a hybrid work model[49](index=49&type=chunk)[53](index=53&type=chunk)[56](index=56&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces various risks including economic uncertainty, cybersecurity threats, reliance on third-party data centers, and evolving global data privacy laws - Strategic and operational risks include economic uncertainty, inflation, the ongoing impact of the COVID-19 pandemic, and the Russia-Ukraine conflict, which could affect customer spending and operating costs. The company has approximately **16%** of its personnel in Sofia, Bulgaria[64](index=64&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Cybersecurity is a major risk, as the company's systems are regularly under attack. A security breach could lead to operational disruption, reputational harm, and significant financial liabilities[69](index=69&type=chunk)[70](index=70&type=chunk)[73](index=73&type=chunk) - The business depends on third-party data centers and cloud providers like Microsoft Azure and AWS. Any disruption from these providers could impair service delivery and harm the business[79](index=79&type=chunk)[81](index=81&type=chunk) - The company faces intense competition and lengthy sales cycles (up to a year or more for large enterprises), which can impact revenue predictability[96](index=96&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - Evolving global data privacy laws (e.g., GDPR, CCPA) and restrictions on cross-border data transfers create compliance challenges and expose the company to increased liability[106](index=106&type=chunk)[107](index=107&type=chunk) - The company has significant debt from its 2027 and 2024 convertible senior notes, with principal amounts of **$150.0 million** and **$143.8 million** outstanding, respectively. These obligations may affect financial condition and cash flows[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[132](index=132&type=chunk) [Properties](index=26&type=section&id=Item%202.%20Properties) The company's headquarters is a leased 118,000 sq ft space in Houston, Texas, with current facilities deemed sufficient - The company's headquarters is a leased space of approximately **118,000 square feet** in Houston, Texas. Existing facilities are considered sufficient for current needs[133](index=133&type=chunk) [Legal Proceedings](index=26&type=section&id=Item%203.%20Legal%20Proceedings) PROS is not currently involved in any litigation expected to have a material adverse effect on its business or financial condition - The company is not currently involved in any litigation expected to have a material adverse effect on its business[134](index=134&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[135](index=135&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=27&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) PROS common stock trades on NYSE under "PRO", with no anticipated cash dividends and **$10.0 million** remaining for stock repurchases - The company's common stock is listed on the NYSE under the symbol "PRO"[138](index=138&type=chunk) - PROS has not paid dividends and does not anticipate paying them in the foreseeable future, expecting to retain earnings for business operations and development[138](index=138&type=chunk) - As of December 31, 2022, **$10.0 million** remains available under the company's stock repurchase program. No purchases were made in 2022[144](index=144&type=chunk) [Reserved](index=28&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, total revenue grew **10%** to **$276.1 million** driven by subscription revenue, despite a net loss of **$82.2 million** and increased operating expenses [Executive Summary](index=29&type=section&id=Executive%20Summary) In 2022, PROS grew subscription revenue by **15%**, maintained gross revenue retention above **93%**, and achieved **$247.5 million** in total ARR - Subscription revenue increased by **15%** and total revenue by **10%** in 2022 compared to 2021[151](index=151&type=chunk) - Gross revenue retention rates remained above **93%** for the trailing twelve months ended December 31, 2022[151](index=151&type=chunk) Key Performance Metrics (as of Dec 31, 2022) | Metric | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Total ARR (Constant Currency) | $247.5M | $226.7M | +9% | | Subscription ARR (Constant Currency) | $229.0M | $195.1M | +17% | | Net Cash Used in Operating Activities | ($23.9M) | ($18.6M) | +28.5% | | Free Cash Flow | ($21.7M) | ($20.2M) | +7.4% | [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Total revenue increased **10%** to **$276.1 million** in 2022, driven by subscription growth, while operating expenses rose **11%** leading to an **$82.2 million** net loss Revenue Comparison (2022 vs. 2021) | Revenue Type | 2022 (in thousands) | 2021 (in thousands) | Variance % | | :--- | :--- | :--- | :--- | | Subscription | $204,041 | $178,006 | 15% | | Maintenance and support | $28,592 | $35,111 | (19)% | | Services | $43,504 | $38,306 | 14% | | **Total revenue** | **$276,137** | **$251,423** | **10%** | Operating Expenses Comparison (2022 vs. 2021) | Expense Category | 2022 (in thousands) | 2021 (in thousands) | Variance % | | :--- | :--- | :--- | :--- | | Selling and marketing | $94,986 | $86,445 | 10% | | Research and development | $93,412 | $82,268 | 14% | | General and administrative | $54,202 | $49,742 | 9% | | **Total operating expenses** | **$244,151** | **$220,841** | **11%** | - The increase in subscription revenue was primarily due to the acquisition of EveryMundo and new customer contracts, while the decrease in maintenance revenue reflects the migration of legacy customers to cloud solutions[167](index=167&type=chunk)[168](index=168&type=chunk) - The company recorded a net loss of **$82.2 million** in 2022, compared to a net loss of **$81.2 million** in 2021. The effective tax rate was **(1.1)%** for both years, impacted by a valuation allowance on deferred tax assets[267](index=267&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2022, PROS had **$203.6 million** in cash, with **$23.9 million** net cash used in operations, and a **$143.8 million** convertible note maturing in 2024 Cash and Cash Equivalents | Date | Cash and Cash Equivalents (in thousands) | | :--- | :--- | | December 31, 2022 | $203,627 | | December 31, 2021 | $227,553 | - Net cash used in operating activities was **$23.9 million** in 2022, an increase from **$18.6 million** in 2021, primarily due to a higher annual incentive payment[189](index=189&type=chunk) - The company's 2024 Convertible Notes, with a principal amount of **$143.8 million**, mature on May 15, 2024[187](index=187&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies involve significant judgment in revenue recognition, deferred costs, share-based compensation, income taxes, and business combinations - Revenue Recognition: Significant judgment is required to identify distinct performance obligations in customer contracts. If services are not distinct from the subscription, revenue is recognized over the subscription term[202](index=202&type=chunk)[203](index=203&type=chunk) - Deferred Costs: Sales commissions are capitalized and amortized over a determined benefit period of five to eight years[204](index=204&type=chunk) - Noncash Share-Based Compensation: The fair value of Market Stock Units (MSUs) is estimated using a Monte Carlo simulation model. As of Dec 31, 2022, there was **$68.1 million** of total unrecognized compensation cost[207](index=207&type=chunk)[212](index=212&type=chunk) - Accounting for Income Taxes: The company maintains a full valuation allowance against its net deferred tax assets due to a history of losses, meaning it does not recognize a tax benefit for these losses[214](index=214&type=chunk) - Business Combinations and Goodwill: Management makes significant estimates in determining the fair value of assets acquired and liabilities assumed in business combinations, with the excess recorded as goodwill[216](index=216&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are foreign currency fluctuations, mainly the Euro, while interest rate risk is low due to fixed-rate convertible notes - The primary market risk is from foreign currency fluctuations, mainly the Euro. A hypothetical **10%** adverse change in the U.S. dollar versus the Euro would have changed 2022 revenue by approximately **$3.9 million**[221](index=221&type=chunk) - Interest rate risk is not significant as the company's outstanding convertible notes (2024 and 2027 Notes) are fixed-rate instruments[223](index=223&type=chunk) [Financial Statements and Supplementary Data](index=40&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the consolidated financial statements and supplementary data indexed on page F-1 - This item incorporates by reference the consolidated financial statements indexed on page F-1[225](index=225&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=40&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[226](index=226&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[227](index=227&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2022, based on the COSO framework[230](index=230&type=chunk) - The effectiveness of internal control over financial reporting was audited by PricewaterhouseCoopers LLP, which issued an unqualified opinion[231](index=231&type=chunk) [Other Information](index=40&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[232](index=232&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=41&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the 2023 Proxy Statement[234](index=234&type=chunk) [Executive Compensation](index=41&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's 2023 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the 2023 Proxy Statement[235](index=235&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=41&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the company's 2023 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the 2023 Proxy Statement[236](index=236&type=chunk) [Certain Relationships, Related Transactions and Director Independence](index=41&type=section&id=Item%2013.%20Certain%20Relationships%2C%20Related%20Transactions%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the 2023 Proxy Statement[237](index=237&type=chunk) [Principal Accountant Fees and Services](index=41&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the 2023 Proxy Statement[238](index=238&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=42&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed with the Form 10-K - This item references the Financial Statements, Financial Statement Schedules, and Exhibits filed with the report[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [Form 10-K Summary](index=77&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to include a voluntary summary of the Form 10-K information under this item - The Registrant has elected not to include summary information[428](index=428&type=chunk)

©2023 PROS, Inc. All rights reserved. Confidential and Proprietary page 29 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- ...

PROS Holdings, Inc. (NYSE:PRO) Q4 2022 Earnings Conference Call February 9, 2023 4:45 PM ET Company Participants Belinda Overdeput – Director-Investor Relations Andres Reiner – President and Chief Executive Officer Stefan Schulz – Chief Financial Officer Conference Call Participants Scott Berg – Needham Chad Bennett – Craig-Hallum Parker Lane – Stifel Nehal Chokshi – Northland Capital Markets Devin Au – KeyBanc Operator Greetings and welcome to the PROS Holdings Fourth Quarter and Full Year 2022 Earnings Co ...

PROS Holdings, Inc. (NYSE:PRO) Q3 2022 Earnings Conference Call November 1, 2022 4:45 PM ET Company Participants Belinda Overdeput – Director-Investor Relations Andres Reiner – President and Chief Executive Officer Stefan Schulz – Chief Financial Officer Conference Call Participants Chad Bennett – Craig-Hallum Capital Group Patrick Schulz – Robert W. Baird Scott Berg – Needham and Company Nehal Chokshi – Northland Capital Markets Operator Greetings. Welcome to the PROS Holdings Third Quarter 2022 Earnings C ...

| --- | --- | |------------------------------------------|-------| | | | | | | | | | | PROS Holdings, Inc. | | | Third Quarter 2022 Investor Presentation | | | | | | Updated November 1, 2022 ir@pros.com | | | | | | | | | | | | | | Disclaimer / Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about macroeconomic conditions, the impact of the coronavirus (COVID-19) pandemic; our fin ...