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 * McNabb Todd 2. Issuer Name and Ticker or Trading Symbol PROS Holdings, Inc. [PRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) 3200 KIRBY DR., SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2025 (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 04/21/2025(1) M 7,467 A $15.78(2) 7,467 D Common Stock 04/21/2025(1) F 3,341 D $15.78(2) 4,126 D Common Stock 04/21/2025(1) M 17,921 A $15.78(2) 22,047 D Common Stock 04/21/2025(1) F 8,018 D $15.78(2) 14,029 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

04/21/2025

M

7,467

(4)

(4)

Common Stock

7,467

$ 0

247,225(5)

D

Restricted Stock Units

(3)

04/21/2025

M

17,921

(6)

(6)

Common Stock

17,921

$ 0

229,304(7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McNabb Todd 3200 KIRBY DR. SUITE 600 HOUSTON, TX 77098			Chief Revenue Officer

Signatures

Christopher C. Chaffin, attorney-in-fact for Todd McNabb		04/22/2025
**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 fell on Friday, April 18 (an SEC holiday), and therefore the transaction occurred on the first business day thereafter.
(2)	The price represents the price of PROS Holdings, lnc. ("PROS") common stock at the close of market on April 21, 2025.
(3)	Each restricted stock unit ("RSU") represents the contingent right lo receive one share of PROS common stock.
(4)	This is the single tranche of an award granted on April 18, 2024, in the amount of 7,467 RSUs.
(5)	Includes: (i) 71,684 unvested RSUs awarded April 18, 2024 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 18th day of the 1st month of each quarter thereafter; (ii) 105,429 unvested RSUs awarded October 16, 2024 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 16th day of the 1st month of each quarter thereafter; and (iii) 70,112 unvested RSUs awarded Jan 15, 2025 - vests at 25% after 1-year on the anniversary date and the remainder vesting 6.25% on the 15th day of the 1st month of each quarter thereafter.
(6)	This is the first tranche of an award granted on April 18, 2024, in the amount of 71,684 RSUs .
(7)	Includes everything in Footnote 5, with the exception of number (i), which is changed to 53,763 unvested RSUs.

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