Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Reiner Andres 2. Issuer Name and Ticker or Trading Symbol PROS Holdings, Inc. [PRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 3200 KIRBY DR., SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 04/14/2025 (Street) HOUSTON, TX 77098 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/14/2025(1) M 8,719 A $16.2(2) 1,072,640 D Common Stock 04/14/2025(1) F 3,431 D $16.2(2) 1,069,209 D Common Stock 04/14/2025(1) M 8,101 A $16.2(2) 1,077,310 D Common Stock 04/14/2025(1) F 3,188 D $16.2(2) 1,074,122 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(3)

04/14/2025

M

8,719

(4)

(4)

Common Stock

8,719

$ 0

322,602(5)

D

Restricted Stock Units

(3)

04/14/2025

M

8,101

(6)

(6)

Common Stock

8,101

$ 0

314,501(7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Reiner Andres 3200 KIRBY DR., SUITE 600 HOUSTON, TX 77098	X		President & CEO

Signatures

Chris Chaffin, attorney-in-fact for Andres D. Reiner		04/15/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The actual vest date was Saturday, April 12 and therefore the transaction occurred on the first business day thereafter.
(2)	The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on April 14, 2025.
(3)	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
(4)	This is the sixth tranche of an award granted on January 12, 2023, in the amount of 139,506 RSUs.
(5)	Includes (i) 16,038 unvested RSUs awarded Jan I 0, 2022 - vests al 25% after one year on the anniversary date, and the remainder will vest al the rate of 6.25% on the 10th day of the first month of each quarter thereafter; (ii) 61,035 unvested RSUs awarded Jan 12, 2023 - will vest al 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; (iii) 97,215 unvested RSUs awarded January 12, 2024 - will vest at 25% after one year on the anniversary date, and the remainder vest al the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iv) 148,314 unvested RSUs awarded Jan 15, 2025 - will vest at 33.3% after one year and 8.33% each quarter thereafter, over three years.
(6)	This is the second tranche of an award granted on January 12, 2024, in the amount of 129,619 RSUs.
(7)	Includes everything in Footnote 5, with the exception of number (iii), which is changed to 89,114 unvested RSUs.

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