PROS Holdings, Inc. Reports Inducement Grants Under Section 303A.08 of the NYSE Listed Company Manual

PROS a provider of SaaS solutions optimizing shopping and selling experiences, announced that in connection with its previously announced acquisition of EveryMundo, LLC (“EveryMundo”), the company granted special inducement equity awards under the PROS Holdings, Inc. 2021 Equity Inducement Plan to induce certain EveryMundo employees (13 in total) to join the PROS group. The company granted equity awards for an aggregate of 332,004 shares in the form of time-based restricted stock units (RSUs). Seth Cassel and Anton Diego, the founders of EveryMundo were each granted 141,884 time-based RSUs.

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A total of 48,236 time-based RSUs were granted to 11 employees of EveryMundo who will become employees of the PROS group. The inducement RSUs generally vest in equal installments on each anniversary of the grant date over four years, subject to continued employment through each applicable vesting date. The equity awards were approved by the Compensation and Leadership Development Committee of the PROS board of directors and were granted as a material inducement to employment with the PROS group. These Inducement Awards were granted outside of the PROS Amended and Restated 2017 Equity Incentive Plan.

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The PROS Compensation and Leadership Development Committee approved the Inducement Awards based on the employment inducement exemption provided under Section 303A.08 of the NYSE Listed Company Manual. As a result, the Inducement Awards did not require shareholder approval, and this press release is being issued pursuant to applicable NYSE guidance.