PROS Announces Pricing of Follow-on Offering of Common Stock

HOUSTON, August 15, 2018 – PROS^® (NYSE: PRO), a provider of AI-powered solutions that optimize selling in the digital economy, today announced the pricing of its follow-on public offering of 3,800,000 shares of its common stock at a price to the public of $34.00 per share. In addition, the underwriters have been granted an option to purchase up to an aggregate of 570,000 additional shares of common stock.

J.P. Morgan, Morgan Stanley and RBC Capital Markets are serving as joint book-running managers for the offering. Needham & Company is acting as lead manager. KeyBanc Capital Markets, Northland Capital Markets, JMP Securities and Nomura are acting as co-managers for the offering.

A shelf registration statement on Form S-3 and a preliminary prospectus supplement relating to the common stock offered in the public offering described above were filed with the Securities and Exchange Commission (or SEC) on August 13, 2018, and the registration statement on Form S-3 was automatically effective upon filing. A final prospectus supplement relating to the common stock offered in the public offering described above will be filed with the SEC. The offering will be made only by means of a written prospectus. This press release does not constitute an offer to sell shares or the solicitation of an offer to buy shares, and there will not be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The preliminary prospectus supplement and the accompanying prospectus relating to this offering are available at the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to this offering may also be obtained, when available, from J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014; and RBC Capital Markets, LLC, Attention: Equity Syndicate Department, 200 Vesey Street, 8th Floor, New York, NY 10281; by phone at (877) 822-4089, or by email at equityprospectus@rbccm.com.

About PROS

PROS Holdings, Inc. (NYSE: PRO) provides AI-powered solutions that optimize selling in the digital economy. PROS solutions make it possible for companies to price, configure and sell their products and services in an omnichannel environment with speed, precision and consistency. Our customers, who are leaders in their markets, benefit from decades of data science expertise infused into our industry solutions.

Forward-looking Statements

Statements in this press release regarding the public offering constitute forward-looking statements that involve risks and uncertainties, including, without limitation, risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the public offering. There can be no assurance that PROS will be able to complete the public offering. Additional information relating to the uncertainty affecting the PROS business is contained in PROS filings with the Securities and Exchange Commission. These forward-looking statements represent PROS expectations as of the date of this press release. 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, except as required by law.