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

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PROS (NYSE: PRO), a SaaS provider, announced the granting of equity awards totaling 332,004 shares via time-based restricted stock units (RSUs) to induce 13 EveryMundo employees to join the company following its acquisition of EveryMundo, LLC. Founders Seth Cassel and Anton Diego received 141,884 RSUs each, while 11 other employees were granted a total of 48,236 RSUs. The awards, approved by PROS's Compensation and Leadership Development Committee, vest over four years and are exempt from shareholder approval under NYSE guidelines.

Positive
  • Strategic acquisition of EveryMundo could enhance operational capabilities.
  • Inducement equity awards may improve talent retention and integration.
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  • No significant immediate financial metrics provided regarding the acquisition.

HOUSTON--(BUSINESS WIRE)-- PROS® (NYSE: PRO) a provider of SaaS solutions optimizing shopping and selling experiences, today 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. 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.

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.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize shopping and selling experiences. Built on the PROS Platform, these intelligent solutions leverage business AI, intuitive user experiences and process automation to deliver frictionless, personalized purchasing experiences designed to meet the real-time demands of today’s B2B and B2C omnichannel shoppers, regardless of industry. To learn more, visit www.pros.com.

PROS Investor Relations Contact

Belinda Overdeput

713-335-5895

ir@pros.com

PROS Media Relations Contact

Amy Sachrison

713-335-5141

asachrison@pros.com

Source: PROS

FAQ

What is the significance of PRO's acquisition of EveryMundo?

The acquisition aims to enhance PRO's capabilities in optimizing shopping and selling experiences.

How many RSUs were awarded to EveryMundo employees?

A total of 332,004 shares were granted in the form of time-based RSUs.

Who received the largest RSU grants in the acquisition?

Founders Seth Cassel and Anton Diego each received 141,884 RSUs.

Did the RSU grants require shareholder approval?

No, the RSU grants were exempt from shareholder approval under NYSE guidelines.

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