UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
___________________________________________________________________________
FORM 10-Q
_________________________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission File Number: 001-33554
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________________________________
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||
| (Registrant's telephone number, including area code) | ||||||||||||||||||||
| (Former address, if changed since last report) | ||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | |||||||||||||||
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | |||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant's Common Stock, $0.001 par value, was 47,852,469 as of April 23, 2025.
PROS Holdings, Inc.
Form 10-Q
For the Quarterly Period Ended March 31, 2025
Table of Contents
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| Item 4. | ||||||||
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| Item 1A. | ||||||||
| Item 2. | ||||||||
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| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements in this report other than historical facts are forward-looking and are based on current estimates, assumptions, trends, and projections. Statements which include the words "believes," "seeks," "expects," "may," "should," "intends," "likely," "targets," "plans," "anticipates," "estimates," or the negative version of those words and similar expressions are intended to identify forward-looking statements. Numerous important factors, risks and uncertainties affect our operating results, including, without limitation, those described in our Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q, and could cause our actual results to differ materially, from the results implied by these or any other forward-looking statements made by us or on our behalf. You should pay particular attention to the important risk factors and cautionary statements described in the section of our Annual Report on Form 10-K entitled "Risk Factors" and the section of this Quarterly Report on Form 10-Q entitled "Risk Factors." You should also carefully review the cautionary statements described in the other documents we file with the Securities and Exchange Commission, specifically the Annual Report on Form 10-K, all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should not rely on forward-looking statements as predictions of future events, as we cannot guarantee that future results, levels of activity, performance or achievements will meet expectations. The forward-looking statements made herein are only made as of the date hereof, and we undertake no obligation to publicly update such forward-looking statements for any reason.
3
PART I. FINANCIAL INFORMATION
ITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
PROS Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade and other receivables, net of allowance of $ | |||||||||||
| Deferred costs, current | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred costs, noncurrent | |||||||||||
| Intangibles, net | |||||||||||
| Goodwill | |||||||||||
| Other assets, noncurrent | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' (Deficit) Equity: | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and other liabilities | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Accrued payroll and other employee benefits | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Deferred revenue, current | |||||||||||
| Total current liabilities | |||||||||||
| Deferred revenue, noncurrent | |||||||||||
| Convertible debt, net | |||||||||||
| Operating lease liabilities, noncurrent | |||||||||||
| Other liabilities, noncurrent | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (see Note 9) | |||||||||||
| Stockholders' (deficit) equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ and | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' (deficit) equity | ( | ( | |||||||||
| Total liabilities and stockholders' (deficit) equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
PROS Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Revenue: | ||||||||||||||
| Subscription | $ | $ | ||||||||||||
| Maintenance and support | ||||||||||||||
| Total subscription, maintenance and support | ||||||||||||||
| Services | ||||||||||||||
| Total revenue | ||||||||||||||
| Cost of revenue: | ||||||||||||||
| Subscription | ||||||||||||||
| Maintenance and support | ||||||||||||||
| Total cost of subscription, maintenance and support | ||||||||||||||
| Services | ||||||||||||||
| Total cost of revenue | ||||||||||||||
| Gross profit | ||||||||||||||
| Operating expenses: | ||||||||||||||
| Selling and marketing | ||||||||||||||
| Research and development | ||||||||||||||
| General and administrative | ||||||||||||||
| Loss from operations | ( | ( | ||||||||||||
| Convertible debt interest and amortization | ( | ( | ||||||||||||
| Other income, net | ||||||||||||||
| Loss before income tax provision | ( | ( | ||||||||||||
| Income tax provision | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Net loss per share: | ||||||||||||||
| Basic and diluted | $ | ( | $ | ( | ||||||||||
| Weighted average number of shares: | ||||||||||||||
| Basic and diluted | ||||||||||||||
| Other comprehensive loss, net of tax: | ||||||||||||||
| Foreign currency translation adjustment | $ | ( | $ | ( | ||||||||||
| Other comprehensive loss, net of tax | ( | ( | ||||||||||||
| Comprehensive loss | $ | ( | $ | ( | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
PROS Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt premium and issuance costs | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Provision for credit losses | |||||||||||
| Gain on lease modification | ( | ||||||||||
| Loss on disposal of assets | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade and other receivables | ( | ( | |||||||||
| Deferred costs | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Operating lease right-of-use assets and liabilities | ( | ( | |||||||||
| Accounts payable and other liabilities | ( | ( | |||||||||
| Accrued liabilities | |||||||||||
| Accrued payroll and other employee benefits | ( | ( | |||||||||
| Deferred revenue | |||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Capitalized internal-use software development costs | ( | ||||||||||
| Investment in equity securities | ( | ||||||||||
| Proceeds from equity securities | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Financing activities: | |||||||||||
| Proceeds from employee stock plans | |||||||||||
| Tax withholding related to net share settlement of stock awards | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of foreign currency rates on cash | ( | ( | |||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Noncash investing activities: | |||||||||||
| Purchase of property and equipment accrued but not paid | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
PROS Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity
(In thousands, except share data)
(Unaudited)
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated other comprehensive loss | Total Stockholders’ (Deficit) Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||
| Stock awards net settlement | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Proceeds from employee stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Noncash share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated other comprehensive loss | Total Stockholders’ (Deficit) Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||
| Stock awards net settlement | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Proceeds from employee stock plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Noncash share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
PROS Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Organization and Nature of Operations
PROS Holdings, Inc., a Delaware corporation, through its operating subsidiaries (collectively, the "Company"), provides solutions that optimize shopping and selling experiences. PROS solutions leverage artificial intelligence ("AI"), self-learning and automation to ensure that every transactional experience is fast, frictionless and personalized for every shopper, supporting both business-to-business ("B2B") and business-to-consumer ("B2C") companies across industry verticals. Companies can use these selling, pricing, revenue optimization, distribution and retail, and digital offer marketing solutions to assess their market environments in real time to deliver customized prices and offers. The Company's solutions enable their customers to provide the buyers of their products the ability to move fluidly from one sales channel to another, whether direct, partner, online, mobile or other emerging channels, each with a personalized experience regardless of which channel is used. The Company's decades of data science and AI expertise are infused into its solutions and are designed to reduce time and complexity through actionable intelligence.
2. Summary of Significant Accounting Policies
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission ("SEC"). They include the results of Pros Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. In management's opinion, the accompanying interim unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the financial position of the Company as of March 31, 2025, the results of operations for the three months ended March 31, 2025 and 2024, cash flows for the three months ended March 31, 2025 and 2024, and stockholders' (deficit) equity for the three months ended March 31, 2025 and 2024.
Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 ("Annual Report") filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2024 was derived from the Company's audited consolidated financial statements but does not include all disclosures required under GAAP.
Changes in accounting policies
There have been no material changes in the Company’s significant accounting policies and their application as compared to the significant accounting policies described in the Company’s Annual Report.
Fair value measurement
8
Deferred costs
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The new standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning in the first quarter of fiscal year 2028. Early adoption is permitted. The new standard is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding income taxes paid by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The new standard is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
With the exception of the new standards discussed above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2025, as compared to the recent accounting pronouncements described in the Company's Annual Report, that are of significance or potential significance to the Company.
3. Deferred Revenue and Performance Obligations
Deferred revenue
For the three months ended March 31, 2025 and 2024, the Company recognized approximately $60.3 million and $54.5 million, respectively, of revenue that was included in the deferred revenue balances at the beginning of the respective periods and related to subscription, maintenance and support, and services.
Performance obligations
As of March 31, 2025, the Company expects to recognize approximately $488.2 million of revenue from remaining performance obligations. The Company expects, based on the terms of the related underlying contractual arrangements, to recognize revenue on approximately $250.2 million of these performance obligations over the next 12 months, with the balance recognized thereafter. Remaining performance obligations represent contractually committed revenue yet to be recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods.
9
4. Disaggregation of Revenue
Revenue by geography
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in thousands) | Revenue | Percent | Revenue | Percent | |||||||||||||||||||
| United States of America | $ | % | $ | % | |||||||||||||||||||
| Europe | % | % | |||||||||||||||||||||
| The rest of the world | % | % | |||||||||||||||||||||
| Total revenue | $ | % | $ | % | |||||||||||||||||||
5. Leases
The Company has operating leases for data centers, computer infrastructure, corporate offices and certain equipment. These leases have remaining lease terms ranging from 1 year to 8 years. Some of these leases include options to extend for up to 15 years, and some include options to terminate within 1 year.
As of March 31, 2025, the Company did not have any finance leases.
Supplemental cash flow information related to leases was as follows (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash paid for operating lease liabilities | $ | $ | ||||||||||||
| Right-of-use asset obtained in exchange for operating lease liability | $ | $ | ||||||||||||
In February 2024, an existing operating lease was modified due to a reduction of square footage at one of the Company's offices. The result of this modification was an increase in the related right-of-use asset of $2.1 million, an increase in the corresponding lease liability of $1.4 million, and a noncash gain of $0.7 million recorded as a reduction of the lease cost within cost of revenue and operating expenses. In connection with the lease modification, the Company also recorded a loss on disposal of assets of $0.8 million which is included in other income, net in the accompanying unaudited condensed consolidated statements of comprehensive loss.
As of March 31, 2025, maturities of lease liabilities were as follows (in thousands):
| Year Ending December 31, | Amount | |||||||
| Remaining 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total operating lease payments | ||||||||
| Less: Imputed interest | ( | |||||||
| Total operating lease liabilities | $ | |||||||
10
6. Earnings per Share
| Three Months Ended March 31, | ||||||||||||||
| (in thousands, except per share data) | 2025 | 2024 | ||||||||||||
| Numerator: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Denominator: | ||||||||||||||
| Weighted average shares (basic) | ||||||||||||||
| Dilutive effect of potential common shares | ||||||||||||||
| Weighted average shares (diluted) | ||||||||||||||
| Basic loss per share | $ | ( | $ | ( | ||||||||||
| Diluted loss per share | $ | ( | $ | ( | ||||||||||
Dilutive potential common shares consist of shares issuable upon the vesting of restricted stock units ("RSUs") and market stock units ("MSUs"). Potential common shares determined to be antidilutive and excluded from diluted weighted average shares were approximately 2.4 million and 1.5 million for the three months ended March 31, 2025 and 2024, respectively. In addition, potential common shares related to the convertible notes determined to be antidilutive and excluded from diluted weighted average shares were 6.4 million and 6.7 million for the three months ended March 31, 2025 and 2024, respectively.
7. Noncash Share-based Compensation
The Company's 2017 Equity Incentive Plan (as amended and restated, the "2017 Stock Plan") had an aggregate authorized limit of 7,650,000 shares for issuance. In May 2023, the Company's stockholders approved an amendment to the 2017 Stock Plan increasing the aggregate amount of shares available for issuance to 10,550,000 . As of March 31, 2025, 1,545,064 shares remain available for issuance under the 2017 Stock Plan.
| Award type | March 31, 2025 | December 31, 2024 | ||||||||||||
| Restricted stock units (time-based) | ||||||||||||||
| Market stock units | ||||||||||||||
During the three months ended March 31, 2025, the Company granted 1,686,416 RSUs (time-based) with a weighted average grant-date fair value of $23.77 per share. The Company also granted 217,527 MSUs with a weighted average grant-date fair value of $31.62 to certain executive employees during the three months ended March 31, 2025. These MSUs vest on January 31, 2028, and the actual number of MSUs that will be eligible to vest is based on the percentile of the Company’s total shareholder return ranking relative to the total shareholder return of the comparator companies, as defined in the award agreements, included in the Russell 2000 Index ("Index") over the three-year performance period ending December 31, 2027. The maximum number of shares issuable upon vesting is 200% of the MSUs initially granted.
The Company estimates the fair value of MSUs on the date of grant using a Monte Carlo simulation model. The assumptions used to value the MSUs granted during the three months ended March 31, 2025 were as follows:
| Three Months Ended March 31, 2025 | ||||||||
| Volatility | % | |||||||
| Risk-free interest rate | % | |||||||
| Expected award life in years | ||||||||
| Dividend yield | % | |||||||
11
Share-based compensation expense is allocated to expense categories in the unaudited condensed consolidated statements of comprehensive loss. The following table summarizes share-based compensation expense included in the Company's unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Share-based compensation: | ||||||||||||||
| Cost of revenue | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||
| Selling and marketing | ||||||||||||||
| Research and development | ||||||||||||||
| General and administrative | ||||||||||||||
| Total included in operating expenses | ||||||||||||||
| Total share-based compensation expense | $ | $ | ||||||||||||
At March 31, 2025, the Company had an estimated $106.3 million of total unrecognized compensation costs related to share-based compensation arrangements. These costs will be recognized over a weighted average period of 2.9 years.
The Company's Employee Stock Purchase Plan (as amended, the "ESPP") permits eligible employees to purchase Company shares on an after-tax basis in an amount between 1 % and 10 % of their annual pay: (i) on June 30 of each year at a 15 % discount of the fair market value of the Company's common stock on January 1 or June 30, whichever is lower, and (ii) on December 31 of each year at a 15 % discount of the fair market value of the Company's common stock on July 1 or December 31, whichever is lower. An employee may not purchase more than $5,000 in either of the six-month measurement periods described above or more than $10,000 annually. In May 2021, the Company's stockholders approved an amendment to the ESPP increasing the aggregate amount of shares available for issuance under the ESPP to 1,000,000 . During the three months ended March 31, 2025, the Company issued 55,172 shares under the ESPP. As of March 31, 2025, 144,239 shares remain authorized and available for issuance under the ESPP. As of March 31, 2025, the Company held approximately $0.7 million on behalf of employees for future purchases under the ESPP, and this amount was recorded in accrued payroll and other employee benefits in the Company's unaudited condensed consolidated balance sheet.
8. Convertible Senior Notes
The following is a summary of the Company's convertible senior notes as of March 31, 2025 (in thousands):
| Date of Issuance | Unpaid Principal Balance | Contractual Interest Rates | |||||||||||||||
| 1% Convertible Notes due in 2024 ("2024 Notes") | May 2019 | $ | |||||||||||||||
| 2.25% Convertible Notes due in 2027 ("2027 Notes") | September 2020 and October 2023 | $ | |||||||||||||||
| Total Notes | $ | ||||||||||||||||
The 2027 and 2024 Notes (collectively, the "Notes") are general unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Notes, rank equally in right of payment with all of the Company's existing and future liabilities that are not so subordinated, are effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries (including trade payables but excluding intercompany obligations owed to the Company or its subsidiaries).
The 2027 Notes mature on September 15, 2027, unless redeemed or converted in accordance with their terms prior to such date. The 2024 Notes matured on May 15, 2024 and the Company repaid the outstanding principal balance of $21.7 million during the second quarter of 2024.
Interest related to the 2027 Notes is payable semi-annually in arrears in cash on March 15 and September 15 of each year, beginning on March 15, 2021. Interest related to the 2024 Notes was payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019.
12
Each $1,000 of principal of the 2027 Notes will initially be convertible into 23.9137 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $41.82 per share and is subject to adjustment upon the occurrence of certain specified events. Each $1,000 of principal of the 2024 Notes was initially to be convertible into 15.1394 shares of the Company’s common stock, which was equivalent to an initial conversion price of approximately $66.05 per share and was subject to adjustment upon the occurrence of certain specified events.
As of March 31, 2025, the 2027 Notes are not yet convertible and their remaining term is approximately 30 months.
As of March 31, 2025 and December 31, 2024, the fair value of the outstanding principal amount of the Notes in the aggregate was $247.3 million and $250.5 million, respectively. The estimated fair value was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the Company's stock price and interest rates, which represents level 2 in the fair value hierarchy.
The Notes consist of the following (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Principal | $ | $ | |||||||||
| Debt premium, net of amortization | |||||||||||
| Debt issuance costs, net of amortization | ( | ( | |||||||||
| Net carrying amount | $ | $ | |||||||||
The following table sets forth total interest expense recognized related to the Notes (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Coupon interest | $ | $ | ||||||||||||
| Amortization of debt issuance costs | ||||||||||||||
| Amortization of debt premium | ( | ( | ||||||||||||
| Total | $ | $ | ||||||||||||
9. Commitments and Contingencies
Litigation
In the ordinary course of business, the Company regularly becomes involved in contract and other negotiations and, in more limited circumstances, becomes involved in legal proceedings, claims and litigation. The outcomes of these matters are inherently unpredictable. The Company is not currently involved in any outstanding litigation that it believes, individually or in the aggregate, will have a material adverse effect on its business, financial condition, results of operations or cash flows.
Purchase commitments
In the ordinary course of business, the Company enters into various purchase commitments for goods and services, mainly related to infrastructure platforms, business technology software and support, and other services. During the three months ended March 31, 2025, there were no material changes outside the ordinary course of business to the purchase commitments disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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10. Segment Information
The Company operates as one operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM uses consolidated net loss to measure segment profit or loss, assess financial performance, and allocate resources. Net loss is used by the CODM to evaluate budget versus actual results. In addition, the CODM reviews and utilizes functional expenses (cost of subscription revenues, cost of maintenance and support revenues, cost of services revenue, selling and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items comprise all other lines included in consolidated net loss reflected in the unaudited condensed consolidated statements of comprehensive loss. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets.
11. Other Income, Net
Other income, net consisted of the following (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Interest income, net | $ | $ | ||||||||||||
| Foreign currency gain (loss), net | ( | |||||||||||||
Other (1) | ( | |||||||||||||
| Total other income, net | $ | $ | ||||||||||||
(1) Includes loss on disposal of assets of $0.8 million related to a lease modification in the first quarter of 2024, see Note 5.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The terms “we,” “us,” “PROS” and “our” refer to PROS Holdings, Inc. and all of its subsidiaries that are consolidated in conformity with generally accepted accounting principles in the United States.
This management's discussion and analysis of financial condition and results of operations should be read along with the unaudited condensed consolidated financial statements and unaudited notes to unaudited condensed consolidated financial statements included in Part I, Item 1 ("Interim Condensed Consolidated Financial Statements (Unaudited)"), as well as the audited consolidated financial statements and notes to consolidated financial statements and management's discussion and analysis of financial condition and results of operations set forth in our Annual Report.
Q1 2025 Financial Overview
In the first quarter of 2025, we continued to grow our subscription revenue, increasing subscription revenue by 10% for the three months ended March 31, 2025 as compared to the same period in 2024. Total revenue increased by 7% for the three months ended March 31, 2025, as compared to the same period in 2024.
For the three months ended March 31, 2025, recurring revenue (which consists of subscription revenue and maintenance and support revenue) accounted for 85% of total revenue. Our gross revenue retention rates remained above 93% during the twelve months ended March 31, 2025.
In the first quarter of 2025, we continued to improve on our profitability metrics. Our subscription gross profit margin was 79% for the three months ended March 31, 2025 as compared to 77% for the three months ended March 31, 2024 as a result of continued optimization of our cloud infrastructure improving our cost of delivery. Total gross profit margin was 68% for the three months ended March 31, 2025 as compared to 64% for the three months ended March 31, 2024. In addition, our loss from operations decreased by $6.5 million, or 63%, for the three months ended March 31, 2025 as compared to the same period in 2024.
Cash provided by operating activities was $1.2 million for the three months ended March 31, 2025 as compared to cash used in operating activities of $4.6 million for the three months ended March 31, 2024. The improvement was primarily due to a significant reduction in our net loss as well as strong collections during the period.
Factors Affecting Our Performance
Key factors and trends that have affected, and we believe will continue to affect, our operating results include:
•Macroeconomic, Regulatory and Geopolitical Environment. The companies we serve continue to navigate a challenging and uncertain macroeconomic, regulatory and geopolitical environment, exacerbated by recent tariff announcements by the United States and its trading counterparts. Macroeconomic factors, such as tariffs, trade restrictions and uncertainty regarding trade policy and tariff rates, risk of recession, persistent inflation, fluctuating interest rates, supply chain disruptions, market volatility, constrained liquidity and other uncertainties, impact our customers' businesses in various ways that are difficult to quantify and predict. Regulatory developments, including emerging AI-specific regulations, increase scrutiny for companies utilizing AI solutions, even when such solutions are compliant with existing frameworks. Geopolitical conflicts, including the ongoing Russia-Ukraine war, Middle East conflicts, and other regional conflicts, exacerbate uncertainty and disrupt global markets. We continue to see these factors and uncertainty regarding the macroeconomic environment drive more measured buying behavior by our customers, including more complex customer review and approval cycles and an emphasis on smaller scope or incrementally scaled initial purchases, with a continued focus on rapid return on investment. We believe these factors require solid execution by our teams to meet our financial guidance and long-term targets.
•Artificial Intelligence. The rapid market interest in generative AI continues to drive businesses around the world and across industries to consider, invest in and use applications leveraging both generative and other types of AI. The pace of change across industries helps fuel business demand for solutions that help replace manual processes with AI. We have utilized AI in our solutions for years, and our deep experience in the use of AI at scale continues to influence our
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category-leading solutions. We are also utilizing and considering new ways to expand AI use in our own business to increase the pace of innovation, improve knowledge management, and drive operating efficiency.
•Digital Purchasing. We believe the long-term trends toward digital purchasing drives demand for technology that provides fast, frictionless and distinctive buying experiences aligned across digital and traditional sales channels. Buyers often prefer to conduct their own research rather than rely on sales representatives, and tend to make purchases online once they have decided what to buy. For example, in the airline industry, the pandemic accelerated a long-term trend towards direct booking channels, and we anticipate airlines continuing to invest in technology to enhance their ability to manage offers and orders to drive demand through their own channels such as their websites. We believe companies increasingly compete based on customer experience and must adopt technologies which power consistent offers and experiences across sales channels.
Results of Operations
The following table sets forth certain items in our unaudited condensed consolidated statements of comprehensive loss as a percentage of total revenues for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Revenue: | ||||||||||||||
Subscription | 82 | % | 80 | % | ||||||||||
Maintenance and support | 3 | 4 | ||||||||||||
| Total subscription, maintenance and support | 85 | 84 | ||||||||||||
Services | 15 | 16 | ||||||||||||
| Total revenue | 100 | 100 | ||||||||||||
| Cost of revenue: | ||||||||||||||
Subscription | 17 | 18 | ||||||||||||
Maintenance and support | 2 | 2 | ||||||||||||
| Total cost of subscription, maintenance and support | 19 | 20 | ||||||||||||
Services | 14 | 15 | ||||||||||||
| Total cost of revenue | 32 | 36 | ||||||||||||
| Gross profit | 68 | 64 | ||||||||||||
| Operating Expenses: | ||||||||||||||
Selling and marketing | 28 | 28 | ||||||||||||
Research and development | 26 | 30 | ||||||||||||
General and administrative | 18 | 19 | ||||||||||||
| Total operating expenses | 72 | 77 | ||||||||||||
Convertible debt interest and amortization | (1) | (1) | ||||||||||||
| Other income, net | 2 | 1 | ||||||||||||
| Loss before income tax provision | (4) | (14) | ||||||||||||
Income tax provision | 1 | — | ||||||||||||
| Net loss | (4) | % | (14) | % | ||||||||||
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Revenue:
| Three Months Ended March 31, | Variance | |||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
Subscription | $ | 70,830 | $ | 64,349 | $ | 6,481 | 10 | % | ||||||||||||||||||
Maintenance and support | 2,730 | 3,595 | (865) | (24) | % | |||||||||||||||||||||
| Total subscription, maintenance and support | 73,560 | 67,944 | 5,616 | 8 | % | |||||||||||||||||||||
Services | 12,762 | 12,744 | 18 | — | % | |||||||||||||||||||||
| Total revenue | $ | 86,322 | $ | 80,688 | $ | 5,634 | 7 | % | ||||||||||||||||||
Subscription revenue. Subscription revenue increased primarily due to an increase in new and existing customer subscription contracts.
Maintenance and support revenue. Maintenance and support revenue decreased primarily as a result of customer maintenance churn and existing maintenance customers migrating to our cloud solutions. We expect maintenance revenue to continue to decline as we continue to migrate maintenance customers to our cloud solutions.
Services revenue. Services revenue remained relatively unchanged during the period. Services revenue varies from period to period depending on different factors, including the level of professional services required to implement our solutions, which in turn can vary depending on the mix of new versus existing customer software solution sales. Services revenue is also impacted by the timing of services revenue recognition on certain subscription contracts and efficiencies in our solutions implementations requiring less professional services during a particular period.
Cost of revenue and gross profit:
| Three Months Ended March 31, | Variance | |||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
Cost of subscription | $ | 14,549 | $ | 14,613 | $ | (64) | — | % | ||||||||||||||||||
Cost of maintenance and support | 1,701 | 1,862 | (161) | (9) | % | |||||||||||||||||||||
| Total cost of subscription, maintenance and support | 16,250 | 16,475 | (225) | (1) | % | |||||||||||||||||||||
Cost of services | 11,682 | 12,358 | (676) | (5) | % | |||||||||||||||||||||
| Total cost of revenue | 27,932 | 28,833 | (901) | (3) | % | |||||||||||||||||||||
| Gross profit | $ | 58,390 | $ | 51,855 | $ | 6,535 | 13 | % | ||||||||||||||||||
Cost of subscription. Cost of subscription remained relatively unchanged for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Our subscription gross profit percentages increased to 79% from 77% for the three months ended March 31, 2025 as compared to the same period in 2024, mainly due to continued optimization of our cloud infrastructure improving our cost of delivery.
Cost of maintenance and support. Cost of maintenance and support decreased mainly due to lower personnel costs as our maintenance customer base has decreased over time. Maintenance and support gross profit percentages were 38% and 48% for the three months ended March 31, 2025 and 2024, respectively. Gross profit percentages decreased in 2025 as compared to prior year primarily due to lower maintenance and support revenue with the cost of maintenance and support being partially fixed.
Cost of services. Cost of services decreased primarily due to a decrease in contract labor and employee-related costs during the three months ended March 31, 2025 as compared to the same period in 2024. Services gross profit percentages improved to 8% from 3% for the three months ended March 31, 2025 as compared to the same period in 2024, mainly due to continued operational efficiencies. Services gross profit percentages may fluctuate due to product/service mix, customer acquisition strategies or investments in growth.
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Operating expenses:
| Three Months Ended March 31, | Variance | |||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Selling and marketing | $ | 24,008 | $ | 22,682 | $ | 1,326 | 6 | % | ||||||||||||||||||
| Research and development | 22,607 | 24,413 | (1,806) | (7) | % | |||||||||||||||||||||
| General and administrative | 15,600 | 15,062 | 538 | 4 | % | |||||||||||||||||||||
Total operating expenses | $ | 62,215 | $ | 62,157 | $ | 58 | — | % | ||||||||||||||||||
Selling and marketing expenses. During the three months ended March 31, 2025, selling and marketing expenses increased primarily due to increases in sales and marketing initiatives and travel expenses, offset by a slight decrease in employee-related costs.
Research and development expenses. During the three months ended March 31, 2025, research and development expenses decreased primarily due to a decrease in employee-related costs. Employee-related costs were higher in the first quarter of 2024 due to the acceleration of share-based compensation expense related to the change of employment of a senior employee in that period.
General and administrative expenses. General and administrative expenses increased primarily due to higher employee-related expenses, mainly noncash share-based compensation expense and contract labor.
Non-operating expenses:
| Three Months Ended March 31, | Variance | |||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Convertible debt interest and amortization | $ | (1,128) | $ | (1,202) | $ | 74 | (6) | % | ||||||||||||||||||
| Other income, net | $ | 1,912 | $ | 458 | $ | 1,454 | 317 | % | ||||||||||||||||||
Convertible debt interest and amortization. Our convertible debt expense consists of coupon interest and amortization of debt premium and debt issuance costs attributable to our Notes. See Note 8 for more information.
Other income, net. The change in other income, net was primarily related to the impact of foreign currency fluctuations as well as loss on disposal of assets associated with lease modification in the first quarter of 2024. See Note 5 for more information.
Income tax provision:
| Three Months Ended March 31, | Variance | |||||||||||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Effective tax rate | (21) | % | (3) | % | n/a | n/a | ||||||||||||||||||||
| Income tax provision | $ | 648 | $ | 311 | $ | 337 | 108 | % | ||||||||||||||||||
Income tax provision. The tax provision for the three months ended March 31, 2025 included both foreign income and foreign withholding taxes. No tax benefit was recognized on jurisdictions with a projected loss for the year due to the valuation allowances on our deferred tax assets.
Our effective tax rate was (21)% and (3)% for the three months ended March 31, 2025 and 2024, respectively. The income tax rate varies from the 21% federal statutory rate primarily due to the valuation allowances on our deferred tax assets. While our expected tax rate would be 0% due to the full valuation allowance on our deferred tax assets, the income tax provision and related effective tax rates were due to foreign income and withholding taxes.
Jurisdictions with a projected loss for the year where no tax benefit can be recognized due to the valuation allowances on our deferred tax assets are excluded from the estimated annual federal effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections.
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Liquidity and Capital Resources
At March 31, 2025, we had $160.0 million of cash and cash equivalents, $10.0 million of restricted cash and $55.5 million of working capital as compared to $162.0 million of cash and cash equivalents, $10.0 million of restricted cash and $52.1 million of working capital at December 31, 2024.
Our principal sources of liquidity are our cash and cash equivalents, cash flows generated from operations and potential borrowings under our $50 million credit agreement (the "Credit Agreement"). In addition, we could access capital markets to supplement our liquidity position. Our material drivers or variants of operating cash flow are net income (loss) and the timing of invoicing and cash collections from our customers. Our operating cash flows are also impacted by the timing of payments to our vendors and the payments of other liabilities.
We believe we will have adequate liquidity and capital resources to meet our operational requirements, anticipated capital expenditures, and coupon interest of our 2027 Notes for the next twelve months. Our future working capital requirements depend on many factors, including the operations of our existing business, growth of our customer subscription services, future acquisitions we might undertake, expansion into complementary businesses, timing of adoption and implementation of our solutions and customer churn. Capital markets and liquidity have tightened in response to the macroeconomic environment, particularly in response to recent tariff announcements by the U.S. and certain trading counterparts, making new financing more difficult and/or expensive and we may not be able to obtain such financing on terms acceptable to us or at all.
The following table presents key components of our unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| (Dollars in thousands) | 2025 | 2024 | |||||||||
| Net cash provided by (used in) operating activities | $ | 1,215 | $ | (4,644) | |||||||
| Net cash provided by (used in) investing activities | 15 | (353) | |||||||||
| Net cash used in financing activities | (3,131) | (7,314) | |||||||||
| Effect of foreign currency rates on cash | (59) | (13) | |||||||||
| Net change in cash, cash equivalents and restricted cash | $ | (1,960) | $ | (12,324) | |||||||
Operating activities
Net cash provided by operating activities for the three months ended March 31, 2025 was $1.2 million. The improvement was primarily due to a significant reduction in our net loss as well as strong collections during the period.
Investing activities
Net cash provided by investing activities for the three months ended March 31, 2025 was near zero. The change was mainly due to slightly higher capital expenditures in 2024 as well as a payment for investment in equity securities in the prior year.
Financing activities
Net cash used in financing activities for the three months ended March 31, 2025 was $3.1 million. The decrease was primarily due to lower tax withholding payments related to the lower amount of vesting of employee share-based awards in 2025 as compared to 2024.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material. We do not have any relationships with unconsolidated entities or financial partnerships, such as variable interest entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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Contractual Obligations and Commitments
See Note 9 above for information on our contractual obligations and commitments.
Credit facility
As of March 31, 2025, there were no outstanding borrowings under our Credit Agreement. As of March 31, 2025, $0.4 million of unamortized debt issuance costs related to the Credit Agreement is included in prepaid and other current assets and other assets, noncurrent in the unaudited condensed consolidated balance sheets. For the three months ended March 31, 2025, we recorded an insignificant amount of amortization of debt issuance costs which is included in other income, net in the unaudited condensed consolidated statements of comprehensive loss.
The Credit Agreement also has a depository condition which requires us to maintain a cash balance of at least $10.0 million with the administrative agent throughout the term of the Credit Agreement. This amount is included in restricted cash in the unaudited condensed consolidated balance sheets.
Recent Accounting Pronouncements
See "Recently issued accounting pronouncements not yet adopted" in Note 2 above for discussion of recent accounting pronouncements including the respective expected dates of adoption, if any.
Critical accounting policies and estimates
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. Actual results could differ from those estimates. The complexity and judgment required in our estimation process, as well as issues related to the assumptions, risks and uncertainties inherent in determining the nature and timing of satisfaction of performance obligations and determining the standalone selling price of performance obligations, affect the amounts of revenue, expenses, unbilled receivables and deferred revenue. Estimates are also used for, but not limited to, receivables, allowance for credit losses, operating lease right-of-use assets and operating lease liabilities, useful lives of assets, depreciation, income taxes and deferred tax asset valuation, valuation of stock awards, other current liabilities and accrued liabilities. Numerous internal and external factors can affect estimates. Our critical accounting policies related to the estimates and judgments are discussed in our Annual Report under management's discussion and analysis of financial condition and results of operations.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risks from those disclosed in Part II, Item 7A, of our Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of March 31, 2025. Based on our evaluation of our disclosure controls and procedures as of March 31, 2025, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are a party to legal proceedings and claims arising in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of our Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
None.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the three months ended March 31, 2025, the following director and officer, as defined in Rule 16a-1(f), adopted a "Rule 10b5-1 trading arrangement" as defined in Regulation S-K Item 408(a):
On March 7, 2025 , Stefan Schulz , our Chief Financial Officer , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The plan provides for the sale of up to 80,000 shares of our common stock. The plan will terminate on March 10, 2026, subject to early termination for certain specified events set forth in the plan, including if all transactions under the trading plan are completed.
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ITEM 6. EXHIBITS
| Index to Exhibits | ||||||||||||||||||||||||||
| Provided | Incorporated by Reference | |||||||||||||||||||||||||
| Exhibit No. | Description | Herewith | Form | Filing Date | ||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||
| 32.1* | X | |||||||||||||||||||||||||
| Exhibit No. | Description | |||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||||||||||||||||||||||
| * | This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, or otherwise subject to the liability of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROS HOLDINGS, INC. | |||||||||||
| May 1, 2025 | By: | /s/ Andres Reiner | |||||||||
| Andres Reiner | |||||||||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| May 1, 2025 | By: | /s/ Stefan Schulz | |||||||||
| Stefan Schulz | |||||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
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