Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	December 31, 2024


☐			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

PROS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		76-0168604
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3200 Kirby Drive, Suite 600
Houston,	Texas	77098
(Address of Principal Executive Offices)		(Zip code)

Registrant’s telephone number, including area code: 713 335-5151

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share	PRO	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐ No ☒

Indicate by check mark whether the 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 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 definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $1,296,516,929 as of June 30, 2024 based upon the closing price for the registrant’s common stock on the New York Stock Exchange. This determination of affiliate status was based on publicly filed documents and is not necessarily a conclusive determination for other purposes.

47,567,581 shares of common stock were issued and outstanding as of February 6, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement relating to its 2025 Annual Stockholders Meeting (the "2025 Proxy Statement"), are incorporated by reference into Part III of this Annual Report on Form 10-K. The 2025 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

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PROS Holdings, Inc.

Annual Report on Form 10-K

For the Year Ended December 31, 2024

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Item	Description	Page
	Part I
1	Business	2
1A.	Risk Factors	8
1B.	Unresolved Staff Comments	22
1C.	Cybersecurity	22
2	Properties	24
3	Legal Proceedings	24
4	Mine Safety Disclosures	24

	Part II
5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
6	Reserved	25
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
7A.	Quantitative and Qualitative Disclosures About Market Risk	34
8	Financial Statements and Supplementary Data	35
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
9A.	Controls and Procedures	35
9B.	Other Information	36
9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	36

	Part III
10	Directors, Executive Officers and Corporate Governance	37
11	Executive Compensation	37
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
13	Certain Relationships, Related Transactions and Director Independence	37
14	Principal Accountant Fees and Services	37

	Part IV
15	Exhibits and Financial Statement Schedules	38
16	Form 10-K Summary	33

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The terms "PROS," "we," "us," and "our" refer to PROS Holdings, Inc., a Delaware corporation, and all of its subsidiaries that are consolidated in conformity with the generally accepted accounting principles in the United States of America ("GAAP").

This Annual Report on Form 10-K 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 (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that involve risks and uncertainties. All statements in this report other than historical facts are forward-looking and are based on current estimates, assumptions, trends and projections. Forward looking statements can be identified by words such as "future", "believes," "seeks," "expects," "may," "should," "could," "intends," "likely," "targets," "plans," "anticipates," "estimates," or the negative version of those words and similar expressions. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed or implied by these or other forward-looking statements made by us or on our behalf. 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. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors.” The forward-looking statements made herein are only made as of the date hereof. We undertake no obligation to publicly update forward-looking statements for any reason, except as required by law.

Part I

Item 1. Business

Overview

PROS provides software solutions that optimize shopping and selling experiences for both business-to-business ("B2B") and business-to-consumer ("B2C") companies across industry verticals in more than 80 countries. Our solutions leverage proprietary artificial intelligence ("AI") and automation to help drive profitable growth at scale by enabling fast, frictionless and personalized transactional experiences across diverse go-to-market channels. We manage updates and upgrades for software deployed on the PROS Platform, offer standard configurations tailored to the industries we serve, and provide services to configure our solutions to meet specific customer needs. As a result, our customers benefit from rapid access to innovation and can continuously adapt to evolving market demands.

Our Solutions

Our cloud-based software solutions are built on a unified platform and delivered as software-as-a-service ("SaaS"), equip companies with AI-driven predictive and prescriptive guidance to deliver real-time customized offers and prices to help drive profitable growth. Our core focus areas include price optimization and management, configure price quote ("CPQ"), airline revenue optimization, airline distribution and retail, and digital offer marketing. Leveraging decades of operational data science research, our advanced machine learning and unique dynamic AI capabilities incorporate our research expertise in dynamic pricing, demand and margin forecasting, neural networks, optimization, cost modelling and reinforcement learning.

The PROS Platform is designed to help businesses create, optimize and market available offers and handle orders through both first- and third-party digital channels. The PROS Platform supports daily decision-making and strategic planning. For example, the PROS Platform enables cross functional collaboration to quickly create customer offers and expedite deal closures while improving sales efficiency and enhancing internal compliance. The PROS Platform is designed for high performance, scalability, availability and security to help improve sales cycle times, visibility, profit margins and customer engagement by aligning sales and pricing strategies across channels. The PROS Platform is comprised of the following solutions:

PROS Smart Price Optimization and Management enables businesses to optimize, customize and align pricing across complex B2B and B2C go-to-market channels in dynamic and competitive markets to help drive revenue growth, recover margin leakage, accelerate quote turnaround times, manage rebates and improve win-rates. This comprehensive pricing solution provides a unified source for price management, coordination and strategy to harmonize pricing and enhance price consistency and attainment. This solution leverages formulaic strategies with real-time or conditional data to keep pricing up-to-date with market demands, and also provides business-relevant analytics to explain AI-driven recommendations. PROS Real-Time Pricing Engine replaces static price lists with dynamic, on-demand pricing tailored to real-time market conditions. Our AI-powered algorithms provide market-relevant price guidance, dynamically refining prices in response to changing market conditions and buyer behavior. This predictive and prescriptive price guidance tailors pricing for each unique buying scenario.

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PROS Smart Configure Price Quote enables users to discover and customize product recommendations, configure products, manage approvals, optimize pricing, generate professional proposals and digitally collaborate with their customers on quotes. This solution leverages AI and machine learning to empower businesses to tailor offers for each buyer across sales channels. Smart CPQ helps improve sales productivity at scale, accelerate deal velocity and support diverse selling scenarios, including spot-order purchases, subscription orders and maintenance of negotiated sales agreements. Businesses can also integrate Smart CPQ into their eCommerce portals, empowering end users to self-serve accurate, tailored quotes.

PROS Airline Revenue Optimization solutions enable airlines to drive revenue and profit-maximizing business strategies through the application of advanced forecasting, optimization technologies and decision-support capabilities. These solutions are designed to empower airlines to quickly adapt to changing market conditions, differentiate strategies by market and sales channel, monitor pricing and revenue management performance, and increase customer loyalty by providing the right products and services at the right time. Our Airline Revenue Optimization suite of products includes:

•PROS Airline Revenue Management delivers algorithmic forecasting and network optimization to determine optimal capacity levels and manage booking class inventory at the flight/network level.

•PROS Airline Real-Time Dynamic Pricing™ computes booking class availability and seat prices in real time across channels, while keeping rules, fares and other data in sync.

•PROS Dynamic Ancillary Pricing provides an AI-based reinforcement learning algorithm to determine optimal prices for ancillary services such as seat selection, baggage fees and other services.

•PROS Airline Group Sales Optimizer enables airlines and their travel agent partners to create and manage group bookings, contracts, policies and payments in one location.

•PROS Corporate Sales enables airlines to create commercial agreements with their corporate customers, by allowing businesses self-service and direct interaction with airlines in the digital creation of corporate travel agreements.

PROS Airline Distribution and Retail solutions enable airlines to become better direct retailers by increasing their control and flexibility over how they sell and distribute offers through scalable shopping, booking and merchandising capabilities to design and distribute offers. The solutions are powered by proprietary algorithms, compliant with industry pricing and distribution standards and entirely passenger service system independent. Our Airline Distribution and Retail suite of products includes:

•PROS Dynamic Offers powers airlines’ shopping, pricing and repricing by delivering offers to travelers across airlines’ sales channels. Dynamic Offers is comprised of several key offer management capabilities including ancillary merchandising, bundling and omni-channel distribution designed to comply with International Air Transport Association ("IATA") New Distribution Capability ("NDC") data transmission standards.

•PROS Digital Retail offers a configurable end-to-end solution to optimize the traveler experience from inspiration to post-trip. With this solution, airlines can increase conversion rates and upsell opportunities while having the flexibility and control to optimize user interface across their internet booking engine and mobile application.

PROS Digital Offer Marketing solutions provide performance content management and search engine marketing tools that enable businesses in the travel industry to drive their customers directly into their direct selling channels, helping create superior brand experiences and foster customer loyalty. Our Digital Offer Marketing solutions include:

•airTRFX allows airlines to launch and manage digital marketing campaigns by generating digital landing pages for every route, origin and destination in an airline's network with relevant fares and a wide range of local languages.

•airModules provides airlines flight search displays with relevant fares for digital advertising, including histograms, mosaics, carousels and maps.

•airWire displays dynamic fares and content powered by user-search data independent of third-party intermediaries.

•airSEM provides airline specific search engine marketing tools designed to help build, launch and manage ad campaigns with real-time fares in ad copy.

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Our Industry

Rapidly changing markets and evolving buyer expectations make it increasingly challenging for companies to compete and grow. We believe that market forces, including increasingly dynamic and complex business models, the continued growth of eCommerce, inflation, supply and demand volatility, and ever-increasing volumes of enterprise and market data, will increase demand for software solutions that enable companies to dynamically configure, price and sell their products and services across buyer channels with speed, precision and consistency. We believe the market for solutions using AI and machine learning that can drive profitable revenue growth is large, growing and spans most major industries.

Technology

Our high-performance software architecture supports real-time, high-volume transaction processing and enables us to handle the complex and demanding processing requirements of sophisticated global enterprises, including those who require sub-second response times. We generally provide our cloud services via cloud computing platform partners who offer Infrastructure-as-a-Service ("IaaS") and Platform-as-a-Service ("PaaS"). Using cloud computing platform partners and their globally distributed infrastructure provides us flexibility to service customers around the globe at scale.

Sales, Marketing and Customer Success

Focusing on our land-realize-expand approach to building our customer relationships, we sell and market our software primarily through our direct global sales force and indirectly through go-to-market partners, resellers and system integrators. Our marketing activities consist of programs designed to build awareness of our solutions, generate sales leads and accelerate sales opportunities. We host an annual customer conference, Outperform, where we invite our customers and prospects to learn about best practices from thought leaders, executives and other practitioners in using technology to compete in the digital economy, hear about our latest innovations and network with peers across industries. Our customer success team works closely with customers to ensure our solutions deliver value, promoting satisfaction and retention.

Professional Services

We provide software-related professional services, including implementation, configuration, consulting and training services. We offer in-depth expertise, proven best practices and repeatable delivery methodologies based on standardized and tested implementation processes developed through years of experience implementing our software solutions in global enterprises across multiple industries. In addition to our own internal services team, we also work with many third-party system integrators who have been certified to implement our software.

Maintenance and Support

We support customers maintaining on-premises software licenses purchased prior to 2015 through maintenance and support contracts. Revenue from maintenance and support services has continued to decline, largely as a result of existing maintenance customers migrating to our cloud solutions.

Customers

We sell our solutions to customers across many industries, including automotive and industrial manufacturing and distribution, transportation and logistics, chemicals and energy, food and consumables, healthcare, insurance, technology and travel. Our customers are generally large corporate enterprises, many with a global footprint, or medium-sized businesses, although we also have customers that are smaller in scope of operations. In 2024, we had no single customer that accounted for 10% or more of our revenue. Our customers are also geographically diverse, as approximately 66% of our total revenue for the year ended December 31, 2024, came from customers outside the U.S.

Competition

The markets for our solutions are highly competitive, fragmented, rapidly evolving, and subject to changing technology, shifting customer needs, and introductions of new products and services. Due to the breadth of the business problems we solve, we compete with solutions from a number of both large and small companies, including industry specific software, pricing solutions, CPQ solutions, revenue management solutions, airline offer marketing, and airline retail, shopping and merchandising solutions, all of which deliver only a part of the functionality of our competing offerings. Large enterprise application providers have offerings that include functionality that competes against part of our Platform. We also compete

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against solutions developed internally by individual businesses, which generally include some combination of spreadsheets, manual processes, external consultants and internally developed software tools.

We believe the principal competitive factors in our markets include:

•breadth and depth of product and service offerings, including functionality, performance, product architecture, configurability, data security, reliability and scalability;

•strength of AI and real-time capabilities;

•price, return on investment and total cost of ownership;

•speed to deploy and ease of use;

•brand awareness, industry vision and leadership, and reputation;

•depth of expertise in AI, machine learning, data and pricing science;

•ability to handle large data volumes at scale;

•applicability for all current and expected selling channels;

•size and composition of customer base;

•ability to integrate with enterprise infrastructure and third-party applications; and

•industry domain expertise and functionality.

We believe that we compete favorably based on these factors. Some of our competitors also compete by bundling their applications with other enterprise applications and we expect this to continue in the future. We believe our competition will continue to increase as we expand into adjacent market segments.

Intellectual Property

Our success and ability to compete is dependent, in part, on our ability to develop and maintain the proprietary aspects of our technology and operate without infringing upon the proprietary rights of others. We protect our intellectual property with a combination of trade secrets, confidentiality procedures, contractual provisions, patents, trademarks, copyrights and other similar measures. We believe that reliance upon trade secrets and unpatented proprietary know-how are generally the most advantageous methods for us to protect our proprietary information.

Research and Development

We believe innovation is the foundation of our business and our ability to compete successfully depends on our continued ability to provide timely and competitive products as technology advances. We continue to invest in research and development to enhance our existing solutions and develop new solutions. For example, we believe PROS pioneered using neural network technology to drive hyper-tailored price recommendations. In fiscal 2024 and 2023, we incurred research and development expenses, net of capitalized internal-use software cost, of $89.7 million and $89.4 million, respectively, which includes investments in our product management, user experience, product development and science and research groups. We conduct research and development activities in various domestic and international locations and also utilize third-party contractors in various countries. We also employ data scientists, many of whom are Ph.D.'s, to advance our innovation and interact with our customers, product development, sales, marketing and services teams to help keep our science efforts relevant to real-world demands.

Human Capital Resources

We believe we must attract, develop, motivate and retain exceptional employees to maintain our culture and uphold our high ethical standards. We believe that our commitment to innovation begins with creating an environment where our employees can thrive and reach their full potential. To accomplish this, we offer competitive total rewards, promote diversity, equity, inclusion and invest in ongoing employee learning, development, health and welfare. Oversight of our approach to, and investment in, human capital resources is a key governance matter for our Board of Directors ("Board"). Directly, and through its Compensation and Leadership Development Committee, the Board engages regularly with management on human capital matters. As of December 31, 2024, we had 1,501 full-time personnel, which included 1,343 employees and 158 outsourced personnel. Our team spans 15+ countries, reflecting various backgrounds, ages, gender identities and ethnicities.

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Culture. Our values and culture are embedded in everything we do. We proactively strive to maintain and improve our collaborative and open culture, including through regular employee, people leader and management communication, team events and employee surveys. We use insights from employee feedback to inform our human capital resources plans. In 2024, we were proud to be recognized as a Great Place to Work® across six countries, US News Best Companies to Work for, and US News Best in IT, Software and Services. We encourage you to visit our website for more information regarding our human capital programs and initiatives.

Total Rewards. We require a talented workforce to drive innovation, operational excellence and long-term stockholder value. We believe that employees should be paid fairly for what they do and how they do it, regardless of their gender, race or other personal characteristics, and we constantly strive for pay parity. We define pay parity as compensating employees in the same job and location fairly regardless of their gender or ethnicity. To attract and retain a talented workforce, we provide total rewards programs, practices and policies designed to be market-competitive, developed through benchmarking and consideration of other relevant factors such as an employee’s role, skills, experience, job location and performance. We have invested in analysis and transparency to demonstrate our commitment to fair compensation and opportunity.

Our human resources management philosophy goes beyond traditional compensation and benefits. We design our total rewards to meet the needs of the whole person, not just the employee, recognizing that life events and circumstances that occur outside of work may impact what happens at work. We invest in employee mental health and wellness programs and provide a trusted time off approach in the U.S. to give employees more flexibility and control over their schedules.

Diversity and Inclusion. We believe diversity, equity and inclusion ("DEI") drive innovation and ownership. Our commitment to diversity and inclusion starts at the top with a skilled and diverse Board which provides oversight of our human capital resources efforts, including our DEI programs and initiatives. As of December 31, 2024, the majority of our Board was comprised of either female and/or ethnically diverse directors, with both female and ethnically diverse representation on our Board for more than 10 years. As of December 31, 2024, women represent 37% of our global employees, and in the U.S., more than 58% of our employees represent minority groups, with underrepresented minorities (defined as those who identify as Black/African American, Hispanic/Latinx, Native American, Pacific Islander and/or two or more races) representing 31% of our U.S. employees.

We strive to maintain a working environment that celebrates diverse perspectives, cultures and experiences, and we invest in programs to engage our employees, including inclusion and harassment prevention training. We have a heritage of fostering inclusion and belonging, awareness and education, and social interaction and camaraderie through our employee resource groups. Sponsored by PROS, these employee-led groups are open to any interested employee and create spaces for our people to connect from all walks of life, grow together and build relationships and community. Additional information on our diversity and inclusion strategy, diversity metrics and programs can be found on our website at pros.com/about-pros/diversity-and-inclusion.

Hybrid Work. We embrace a hybrid work model designed to create an inclusive employee experience that balances in-person collaboration to drive innovation with flexibility in work locations and schedules. Our approach considers the needs of our business, individual teams and employees. We take an integrated approach to helping our employees manage work and personal responsibilities, with a strong focus on employee physical and mental health. We offer company-wide initiatives to assist our employees, including productivity, mental and physical health programming, and periodic recharge days.

Learning and Development. We believe that continuous learning cultivates innovation and that the development of our most important assets, our people, is foundational to fulfill our mission. We regularly invest in our employees’ career growth and provide our employees opportunities for training on a wide range of skills designed to help them be more effective in their current and future roles. Because the development of our employees and next generation of leaders is critical to our long-term success, we offer leadership development training and mentorship opportunities for all employees. We also annually engage in a comprehensive talent evaluation and succession planning process, including manager evaluations of all employees and detailed succession planning for all director and above roles with Board oversight over succession planning for senior management and other key roles.

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC, and all amendments to these filings, can be obtained free of charge from our website at www.pros.com, as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC at www.sec.gov. Our website and any other websites referenced herein, and the information that can be accessed through such websites, are not part of this report nor incorporated by reference into this filing. References to website URLs are intended to be inactive textual references only.

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Annual CEO Certification

Pursuant to Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, on May 23, 2024, we submitted to the NYSE an annual certification signed by our Chief Executive Officer ("CEO") certifying that he was not aware of any violation by us of NYSE corporate governance listing standards.

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Item 1A. Risk Factors

Our business, operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows and the trading price of our common stock. The following material factors, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. The order of these risk factors does not reflect their relative importance or likelihood of occurrence.

Strategic, Commercial and Operational Risks

Our IT systems are regularly under attack. If our security measures are breached and unauthorized access is obtained to a customer’s data, our data or our IT systems, our and our customers’ operations may be disrupted, our reputation may be harmed, our solutions may be perceived as not being secure, customers may limit or stop using our solutions and we may incur significant legal and financial exposure and liabilities.

We have been and will continue to be a target for cybersecurity attacks because we store, process and transmit confidential, proprietary and other sensitive information for both our customers and our own operations. Despite our implementation of security measures and controls designed to prevent, mitigate, eliminate or alleviate known security vulnerabilities, our systems and those of third parties upon whom we rely have been and will continue to be subject to cybersecurity attacks designed to impede the performance of our products, penetrate our network or cloud platform security, our internal systems or that of our customers, misappropriate proprietary information or cause interruptions to our services. There are many cybersecurity threat actors, including cyber criminals with financial motives and sophisticated nation-state actors. Events have occurred and may occur in the future due to human error, fraud or malice on the part of employees, contractors or other third parties. Cybersecurity events can occur in many different forms, including data theft, data corruption, data loss, unauthorized access, mishandling of customer, employee and other confidential data, computer viruses, ransomware or malicious software programs or code, advanced persistent threat intrusions by inside actors, threat actors or other third parties, supply-chain attacks, social engineering attacks targeting our employees (“phishing”), fraud (including threat actors applying for employment to gain credentials), web application and infrastructure attacks, denial of service and other similar disruptive events (each a “Cybersecurity Event”). We use third-party and public-cloud infrastructure providers, such as Microsoft Azure, IBM, Amazon Web Services ("AWS") and others, and we are dependent on the security measures of those third parties to protect against Cybersecurity Events. We have experienced and may experience in the future Cybersecurity Events introduced through the tools and services we use. Our ability to monitor third-party service providers' data security is necessarily limited, and attackers may be able to circumvent our third-party service providers' data security measures. There have been and may be in the future significant attacks on certain third-party providers, and we cannot guarantee that our or our third-party providers' systems and networks have not been breached, or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of third parties that support us and our Platform.

In the normal course of our business, we experience Cybersecurity Events that, to date, we believe have been typical for a SaaS company of our size. However, despite implementing security measures, there is no guarantee of preventing or mitigating a Cybersecurity Event. Cybersecurity attacks have in the past, and may again in the future, impede the performance of our products, penetrate the security of our network, cloud platform and other internal systems, or that of our customers, misappropriate proprietary information or cause interruptions to our services. Given the novel and sophisticated ways that threat actors engage in cybersecurity attacks, the security measures implemented by us and by our third-party service providers cannot provide absolute security, and there can be no assurance that such security measures will be effective against current or future security threats.

The scale and number of cybersecurity attacks continue to grow rapidly, and the methods and techniques used by threat actors change frequently, and may not be recognized until launched or for an extended period of time thereafter. These threats continue to evolve in sophistication and are difficult to detect and predict due to advances in electronic warfare techniques and AI, new discoveries in the field of cryptography and new and sophisticated methods used by criminals. Cybersecurity attacks have become more prevalent against SaaS companies generally, have increased as more individuals work remotely and have also increased due to political uncertainty and geopolitical and regional conflicts. As a result, we and our third-party service providers are subject to heightened risks of Cybersecurity Events from nation-state actors or other third parties leveraging tools originating from nation-state actors, and potentially exposing us to new complex threats. We may be unable to anticipate these techniques or implement adequate preventative or remediation measures in a timely manner, if at all, even when a vulnerability is known. We and our third-party providers may not be able to address vulnerabilities prior to experiencing a Cybersecurity Event.

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We may incur significant costs and liability in the event of a breach. We may also be required to, or find it appropriate to, expend substantial capital and other resources to remediate or otherwise respond to problems caused by any actual or perceived breaches or Cybersecurity Events. Cybersecurity Events impacting us or our service providers have in the past, and could in the future, result in interruptions and delays in certain services. These incidents and interruptions could lead to cessation of service and loss of existing or potential customers, loss of confidence in the security of our solutions and services, damage to our reputation, negative impact to our future sales, disruption of our business, increases to our information security costs, unauthorized access to, and theft, loss or disclosure of, our and our customers’ proprietary and confidential information (including personal data), litigation, governmental investigations and enforcement actions (including fines or other actions), increased stock price volatility, significant costs related to indemnity obligations, legal liability and other expenses, and material harm to our business, financial condition, cash flows and results of operations. For example, in the event of a ransomware attack, it could be difficult to recover services that are the subject of the ransomware attack and there can be no guarantee as to the timing or completeness of any such recovery. These costs may include liability for stolen assets or information, remediation of system damage, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other costs, expenses and liabilities. We cannot ensure that our commercial insurance will be available or sufficient to compensate us for all costs we may incur as a result of a Cybersecurity Event, and if we made significant insurance claims, our ability to obtain comparable insurance in the future may be impaired or only available at significantly increased cost.

There can be no assurance that future Cybersecurity Events will not be material to our business operations, financial condition, cash flows and results of operations.

Current and future economic and geopolitical uncertainty and other unfavorable conditions in the global economy or the industries we serve could limit our ability to grow our business and negatively affect our operating results.

Our operating results may vary based on the impact of changes in the global economy or conditions in the industries we serve. General macroeconomic conditions impacted by inflation, increased cost of capital, supply chain disruptions, fluctuations in currency exchange rates, and recession risks in major economies, and geopolitics, including armed conflicts, affect the business climate in which we operate. Inflation has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, weakening exchange rates and other similar effects. Deterioration in the economy, regardless of causes, can negatively impact demand for our solutions and make it difficult to accurately forecast and plan our future business activities. Geopolitical tension and armed conflicts, including the Russia-Ukraine war and hostilities in the Middle East, have had, and continue to have, an adverse impact on the global economy, including supply chain disruptions, inflation and capital and commodity markets volatility. In addition, the expansion of tariffs on goods imported into the U.S., as well as responsive or related policies enacted in other countries, could negatively impact various international trading relationships, economies, inflation, and labor and currency markets. All of these risks and conditions could harm our future sales, business and operating results. Our business and operations could also be harmed and our costs could increase if our or our customers’ or other partners’ manufacturing, logistics or other operations, costs or financial performance are disrupted or adversely affected. While the ultimate scope and broader impact of the ongoing Russia-Ukraine and Middle East conflicts cannot be predicted, they have not had a material impact to date on our business or ability to operate. However, if these conflicts or other geopolitical tensions spark additional regional or wider conflicts, then additional risks may manifest themselves, including general geopolitical unrest, broader economic uncertainty, turmoil in certain financial markets, instability in the financial system, disruption to domestic and international travel, displacement of persons, disruption of supply chains, further inflation, increased cybersecurity threats and attacks, the possibility of military activity or risk of wider war.

Weakening economic conditions, regardless of the causes, have previously and could again adversely affect our prospects’ and customers’ buying behavior, including slower or reduced technology spending, decreasing customers' ability or willingness to purchase or continue to use our solutions, reducing the value, scope or duration of subscription contracts, or limiting their ability to pay amounts owed, all of which would adversely affect our operating results. Prolonged economic uncertainties relating to macroeconomic trends could limit our ability to grow our business and negatively affect our operating results.

We have experienced, and expect to continue to experience, increased operational and capital costs due to inflation. While the inflation rate eased in 2024, absolute costs remain elevated in certain markets. In response to ongoing inflationary concerns, the U.S. Federal Reserve and other central banks may, in 2025, delay further rate cuts or raise interest rates. As a result, market interest rates remain high and could rise further, increasing borrowing costs for us and our customers. Inflation and higher than recently historical interest rates could negatively impact our business if we are unable to achieve commensurate

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increases in the prices we charge our customers. Although we have taken measures to mitigate the impact of inflation and increased interest rates, if these measures do not continue to be effective, our business, financial condition, results of operations, cash flow, and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

Failure to increase business from our customers, sustain our historical renewal rates and/or capture customer IT spend could adversely affect our future revenue and operating results.

Many customers initially purchase one of our software solutions for a specific business segment, geographic location, or user group, and later add other solutions, business segments, geographic locations or users. Our subscription agreements are generally for an initial term of one to five years. These customers might not choose to renew, expand the scope of use for their existing software solutions or purchase additional software solutions for a variety of reasons, including, among others, changed priorities, elongated time to value, and competing solutions. When we launch new software solutions or features, our customers may not purchase these new offerings. If we fail to generate additional business from our existing customers, our revenue could grow at a slower rate or even decrease.

We may not accurately predict future customer renewal rates, which can decline or fluctuate as a result of a number of factors, including customers’ level of satisfaction with our services, changed customer priorities and budget cuts, perceived and actual time to value, our ability to continue to regularly add functionality, the reliability and performance of our subscription services, the prices of our services, the actual or perceived information security of our systems and services, mergers and acquisitions of our customers, reductions in our customers’ spending levels, or declines in customer activity as a result of customer bankruptcies, general economic downturns or financial market uncertainty. If our customers choose not to renew their subscription agreements with us, whether on favorable terms or at all, our business, operating results, cash flows and financial condition could be harmed.

We continually improve our Platform and often seek appropriate price increases at subscription renewal. In an inflationary environment, our ability to earn and negotiate appropriate price increases from our customers is important to maintain and grow our operating margins. If we are unable to successfully capture price increases over time, our business, operating results, cash flows, and financial condition could be harmed.

If we fail to manage our profitable growth objective effectively, our business, cash flow and results of operations will be adversely affected.

Over the past several years, we have experienced, and expect to continue experiencing, growth in our customers and operations. Our success will depend in part on our ability to effectively manage this growth profitably while continuing to scale our operations. We will need to manage our cost structure while investing for growth and continually improving our operational and financial efficiency. Failure to effectively manage growth efficiently could adversely impact our business performance and operating results.

We depend on third-party data centers, software, data and other unrelated service providers and any disruption from such third-party providers could impair the delivery of our service and negatively affect our business.

Our cloud products are dependent upon third-party hardware, software and cloud hosting vendors, including Microsoft Azure, IBM Softlayer and AWS, many of which must interoperate for end users to achieve their computing goals. We utilize third-party data center hosting facilities, cloud platform providers and other service providers to host and deliver our subscription services as well as for our own business operations. We host our cloud products from data centers in a variety of countries. While we control and generally have exclusive access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities and they are vulnerable to damage or interruption from hurricanes, earthquakes, floods, fires, power loss, telecommunications and human failures and similar events. They may also be subject to Cybersecurity Events, break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite our failover capabilities, standard protocols and other precautions, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our service. In addition, disruptions to the hardware supply chain necessary to maintain these third-party systems or to run our business could impact our service availability and performance. These providers have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms or at all, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so.

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Certain of our applications are essential to our customers’ ability to quote, price, and/or sell their products and services. Interruption in our service may affect the availability, accuracy or timeliness of quotes, pricing or other information and could require us to issue service credits to our customers, damage our reputation, cause our customers to terminate their use of our solutions, require us to indemnify our customers against certain losses, and prevent us from gaining additional business from current or future customers. In addition, certain of our applications require access to our customers' data which may be held by third parties, some of whom are, or may become, our competitors. For example, many of our travel industry products rely upon access to airline data held by large airline IT providers which compete against certain of our airline products. Certain of these competitors have in the past, and may again in the future, make it difficult for our airline customers to access their data in a timely and/or cost-effective manner.

Any disruption from our third-party data center, software, data or other service providers could impair the delivery of our service and negatively affect our business, damage our reputation, negatively impact our future sales and/or cash flows and lead to legal liability and other costs.

Implementation projects involve risks which can negatively impact the effectiveness of our software, resulting in harm to our reputation, business and financial performance.

The implementation of certain of our software solutions involve complex, large-scale projects that require substantial support operations, significant resources and reliance on factors beyond our control. For example, the success of certain of our implementation projects is dependent upon the quality and availability of data used by our software solutions and the commitment of customers’ resources and personnel to the projects. We may not be able to correct or compensate for weaknesses or problems in data or our customers’ lack of commitment in resources and personnel. Further, various factors, including our customers’ business, integration, migration and security requirements, or errors by us, our partners or our customers, may cause implementations to be delayed, inefficient or otherwise unsuccessful. Customers have in the past, and may again in the future, change requirements after project kick-off, delay projects, or otherwise decline to follow our recommended best practices during implementation projects. As a result, we may incur significant costs in connection with the implementation of our products and/or delay revenue recognition of software subscription revenue. Further, some implementations of our projects are carried out by third-party service providers, and we cannot control such implementations. If we, or a third-party service provider providing the implementation, are unable to successfully manage the implementation of our software solutions, and as a result those products or implementations do not meet customer needs, expectations or timeline, disputes with our customers can occur, our ability to sell additional products or secure a renewal of the customer’s subscription is impacted, and our business reputation and financial performance may be significantly harmed. If an implementation project for a large customer or a number of customers is substantially delayed or canceled, our ability to recognize the associated revenue and our operating results could be adversely affected.

If we fail to manage our cloud operations, we may be subject to liabilities and our reputation and operating results may be adversely affected.

We continue to experience substantial growth in the number of customers and data volumes serviced by our cloud infrastructure. While we have designed our cloud infrastructure to meet the current and anticipated future performance and accessibility needs of our customers, we must manage our cloud operations to handle changes in hardware and software parameters, spikes in customer usage and new versions of our software. We have experienced, and may again experience, system disruptions, outages and other cloud infrastructure performance problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks (internal or external), spikes in customer usage, and other Cybersecurity Events. We may not be able to identify the cause or causes of these performance problems within an acceptable period of time. Our customer agreements typically provide service uptime level commitments for our products and response time commitments for certain of our products. If we are unable to meet the stated service uptime level or response time commitments, or if our solutions suffer extended periods of unavailability or performance problems, we may be contractually obligated to issue service credits or refunds to customers for prepaid and unused subscription services, customers may delay or withhold payment to us and choose to terminate or not renew contracts, our reputation or our customers’ businesses may be damaged, we may lose future sales, and customers may make claims against us that could harm our subscription revenue, increase our provision for credit losses, increase collection cycles for our accounts receivable or lead to the expense and risk of litigation.

If we fail to protect our intellectual property adequately, our business may be harmed.

Our ability to successfully compete depends, in part, on our ability to protect our intellectual property. We rely on a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements, and patent, copyright and trademark laws to protect our intellectual property. The rapid adoption of generative AI introduces additional risks to our

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intellectual property, particularly copyrighted material. Customers or third parties could potentially misappropriate our intellectual property, including by utilizing output from certain of our solutions to train competing AI models. The speed of development and adoption of AI may outpace our ability to monitor or prevent such misuse, exacerbating these risks. Additionally, changes to employment laws in the United States could further weaken our ability to protect our intellectual property. In April 2024, the U.S. Federal Trade Commission ("FTC") issued a sweeping ban on employee non-compete agreements, which we have historically used with a significant percentage of our employees to enhance the protection of our intellectual property. Although the FTC's ban has been vacated by a federal court, the outcome of appeal remains uncertain. If the injunction is overturned and the ban goes into effect, or if other jurisdictions implement similar restrictions, our ability to safeguard intellectual property through non-compete agreements would be significantly diminished, posing a material risk to our business. Moreover, certain U.S. states and countries in which we operate already restrict or prohibit the use of non-compete agreements, which has further limited our ability to fully protect our intellectual property as we have expanded our workforce footprint.

We may be required to spend significant resources to protect our intellectual property. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. The procurement and enforcement of certain intellectual property rights involves complex legal and factual considerations, and the associated legal standards are not always applied predictably or uniformly, can change, and may not provide adequate remedies. As a result, we cannot guarantee that the steps we take to protect our intellectual property will be sufficient. We may not be able to obtain or adequately enforce our intellectual property rights, and other companies may be better able to develop products that compete with ours. Our failure to secure, protect and enforce our intellectual property rights could adversely affect our brand, competitive business position, business prospects, operating results, cash flows and financial condition.

Our use of third-party software creates dependencies outside of our control.

We use third-party software in our software solutions. If our relations with any of these third parties are impaired, or if we are unable to obtain or develop replacement software, our business could be harmed. There have been in the past, and may occur in the future, errors and other vulnerabilities in third-party software that we utilize and rely upon that impact the operation of our solutions. Defects attributable to third-party software are more difficult for us to correct because the software is not within our control and requires our team to quickly implement third-party patches or other workarounds. Accordingly, despite our monitoring, contingency planning and other efforts to mitigate potential impact, our business could be adversely affected in the event of any errors or other vulnerabilities in this software. There can be no assurance that these third parties continue to invest the appropriate levels of resources in their products and services to maintain and enhance the capabilities of their software.

We may enter into acquisitions that may be difficult to integrate, fail to achieve our strategic objectives, disrupt our business, dilute stockholder value or divert management attention.

We have completed five acquisitions since 2013 and plan to continue to acquire other businesses, technologies and products to complement or enhance our existing business, solutions, services and technologies. We cannot provide assurance that the acquisitions we have made or may make in the future will provide us with the benefits or achieve the results we anticipated when entering into the transaction(s). In addition, we have in the past, and may in the future, enter into negotiations for acquisitions that are not ultimately consummated. Those negotiations could result in diversion of management time and significant out-of-pocket costs. We have experienced, and may experience in the future, acquisition integration challenges including:

•difficulties in integrating the operations and personnel of the acquired companies;

•difficulties in maintaining acceptable standards, controls, procedures and policies, including integrating financial reporting and operating systems, particularly with respect to foreign and/or public subsidiaries;

•disruption of ongoing business and distraction of management;

•inability to maintain relationships with customers and retain employees of the acquired businesses;

•impairment of relationships with employees and customers as a result of any integration of new management and other personnel;

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•difficulties in incorporating acquired technology and rights into our solutions and services;

•unexpected expenses resulting from acquisitions; and

•potential unknown liabilities associated with acquisitions.

We may incur debt, acquisition-related costs and expenses, restructuring charges and write-offs as a result of acquisitions. Acquisitions may also result in goodwill and other intangible assets that are subject to impairment tests, which could result in future impairment charges. If we fail to evaluate and execute acquisitions successfully, we may not be able to achieve our anticipated level of growth or profitability, and our business and operating results could be adversely affected.

Catastrophic events may disrupt our operations.

We are a global company headquartered in Houston, Texas with significant operations in Sofia, Bulgaria and personnel and operations in other U.S. and international locations. We rely on our network infrastructure, third-party systems, and enterprise applications to support our sales, marketing, development, services, operational support and hosted services. Disruptions to these systems due to catastrophic events, including hurricanes, earthquakes, fires, floods, extreme weather events, power outages, telecommunications failures, software or hardware malfunctions, pandemics, war, terrorist attacks or other significant events, could adversely affect our operations. While no such historical event has been material to our business, we have experienced, and could experience in the future, temporary disruptions from such events. Although we maintain business continuity and disaster recovery plans, if these plans and our execution of them fail to adequately address or properly anticipate an actual event, such event could lead to reputational harm, loss of intellectual property, delays in our product development, lengthy interruptions in our services, breaches of data security and loss of critical data. Any of these events could prevent us from fulfilling our customer obligations or could negatively impact a country or region in which we sell our products, which could in turn decrease that country’s or region’s demand for our products. Even though we carry business interruption insurance and typically have provisions in our contracts that protect us in certain events, we might suffer losses from business interruptions that exceed the coverage under our insurance policies or for which we do not have coverage. Any natural disaster or other catastrophic event could create a negative perception in the marketplace, delay our product innovations, or lead to lengthy interruptions in our services, breaches of data security and losses of critical data, all of which could have an adverse effect on our operating results.

We are a multinational corporation exposed to risks inherent in international operations.

The majority of our revenues are derived from our customers outside the U.S. While the majority of our sales are denominated in U.S. dollars, the majority of our international operations expenses are denominated in local currencies. To date, we have not used risk management techniques or "hedged" the risks associated with fluctuations in foreign currency exchange rates. Consequently, our results of operations, cash flows and financial condition, including our revenue and operating margins, can be subject to losses from fluctuations in foreign currency exchange rates, as well as regulatory, political, social and economic developments or instability in the foreign jurisdictions in which we operate. For additional financial information about geographic areas, see Note 17 of the Notes to the Consolidated Financial Statements.

Our operations outside the U.S. are subject to risks inherent in doing business internationally, requiring resources and management attention, and may subject us to new or larger levels of operational, regulatory, economic, foreign currency exchange, tax and political risks. In addition to our operations in the U.S., we have employees and operations in international locales, including in Europe, the Middle East, Latin America and Asia/Australia. We expect our international operations and the geographic footprint of our workforce to continue to grow. We face a wide variety of risks with respect to our international operations, including:

•geopolitical and economic conditions in various parts of the world, including conflicts impacting travel and regional stability, supply chain and labor market disruptions, inflation, currency exchange and interest rate fluctuations and recession;

•sustained disruption to domestic or international travel for any reason, including conflicts, outbreaks of contagious disease, as well as any other disrupting events;

•the difficulty of managing and staffing our international operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;

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•operational and organizational challenges with a more geographically dispersed workforce, including communication and remote management challenges, coordination and collaboration issues, cultural differences, knowledge management and transfer gaps, and other unforeseen costs;

•differing labor and employment regulations, especially where labor laws are generally more advantageous to employees as compared to the U.S.;

•compliance with multiple, conflicting, ambiguous, complex or evolving governmental laws and regulations, including privacy, data security, anti-corruption, import/export, antitrust and industry-specific laws and regulations and our ability to identify and respond timely to compliance issues when they occur;

•vetting and monitoring our third-party business partners in new and evolving markets to confirm they maintain standards consistent with our brand and reputation;

•less favorable intellectual property laws;

•availability of sufficient network connectivity required for certain of our products; and

•difficulties in enforcing contracts and collecting accounts receivable, especially in developing countries.

As we continue to expand our business globally, our success depends, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Our failure to manage any of these risks successfully could harm our international operations and reduce our international sales, adversely affecting our business, operating results, financial condition and cash flows.

Market and Competition Risks

Any downturn in sales to our target markets could adversely affect our operating results.

Our success is highly dependent upon our ability to sell our software solutions to customers in our target industries, including automotive and industrial manufacturing, transportation and logistics, chemicals and energy, food and beverage, healthcare, high tech and travel. If we are unable to sell our software solutions effectively to customers in these industries, we may not be able to grow our business. For example, while the travel industry has made significant recovery following the COVID-19 pandemic and demand for air travel is strong, the airline industry continues working to reestablish operational consistency in light of aircraft delivery issues, personnel challenges, and operational, cost and supply chain challenges. These operational challenges have in the past, and may continue in the future to adversely impact or otherwise limit airlines' engagement with us.

We have historically been subject to lengthy sales cycles, and delays or failures to complete sales may harm our business and cause our revenue, operating income, and cash flows to decline in the future.

Our sales cycles may take a month to over a year for large enterprise customers. A large enterprise customer’s decision to use our solutions typically involves a number of internal approvals, and sales to those prospective customers generally require us to provide greater levels of education about the benefits and features of our solutions. We expend substantial resources during our sales cycles with no assurance that a sale may ultimately result. The length of each individual sales cycle depends on many factors, a number of which we cannot control, including the prospective customer's internal evaluation and approval process requirements, as well as the prospective customer's budget and/or resource constraints. Any unexpected lengthening of the sales cycle or failure to timely secure anticipated orders could negatively affect our revenue. Any significant failure to generate sales after incurring costs related to our sales process could also have a material adverse effect on our business, financial condition, cash flows and results of operations.

If we fail to develop or acquire new functionality and software solutions, we may not be able to grow our business and it could be harmed.

If we are unable to provide enhancements and new features for our existing software solutions or new solutions that achieve market acceptance or to integrate technology, products and services that we acquire into our Platform, our business, revenues and other operating results could be significantly adversely affected. The success of enhancements, new features and modules depends on several factors, including the timely completion, introduction and market acceptance of the enhancements or new features or modules. We have experienced, and may experience in the future, delays in the planned release dates of

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enhancements to our Platform, and we have discovered, and may discover in the future, errors in new releases after their introduction. Either situation could result in adverse publicity, loss of sales, delay in market acceptance of our Platform or customer claims, including, among other things, warranty claims against us, any of which could cause us to lose existing customers or affect our ability to attract new customers. Furthermore, because our software solutions are intended to interoperate with a variety of third-party enterprise software solutions, we must continue to modify and enhance our software to keep pace with changes in such solutions. Any inability of our software to operate effectively with third-party software necessary to provide effective solutions to our customers could reduce the demand for our software solutions, result in customer dissatisfaction and limit our financial performance.

The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The markets for enterprise software applications for pricing optimization and management, CPQ, airline revenue optimization, airline distribution and retail, and digital offer marketing are competitive, fragmented and rapidly evolving. We expect additional competition from other established and emerging companies as the markets in which we compete continue to develop and expand, as well as through industry consolidation, including through a merger or partnership of two or more of our competitors or the acquisition of a competitor by a larger company. For example, the introduction of new AI platforms and applications by competitors or the development of entirely new technologies to replace existing software offerings could negatively impact demand for our Platform. Some of our current and potential competitors may have larger installed bases of users, longer operating histories, broader distribution, greater name recognition, a broader suite of product offerings, and have significantly greater resources than we have. As a result, these companies may be able to respond more quickly to new or emerging technologies and changes in customer demands, and devote greater resources to the development, promotion and sale of their products.

Competition could seriously impede our ability to sell our software solutions and services on terms favorable to us or at all. Our current and potential competitors may develop and market new technologies that render our existing or future solutions obsolete, unmarketable or less competitive. In addition, if these competitors develop solutions with similar or superior functionality to our solutions, or if they offer solutions with similar functionality at substantially lower prices than our solutions, we may need to decrease the prices for our solutions in order to remain competitive. In addition, our competitors have and may in the future, offer their products and services at a lower price, or offer price concessions, delayed payment terms, or provide financing or other terms and conditions that are more enticing to potential customers. For example, technology advancements in AI that drive material improvements in operating efficiency may allow competitors to further compete with us on price. If we are unable to maintain our current pricing due to competitive pressures, our margins could be reduced and our operating results could be adversely affected. If we do not compete successfully against current or future competitors, competitive pressures could materially and adversely affect our business, financial condition, cash flows and operating results.

We focus primarily on pricing optimization and management, CPQ, airline revenue optimization, airline distribution and retail, and digital offer marketing software and if the markets for these software solutions develop more slowly than we expect or if we fail to capitalize on the market opportunity, our business could be harmed.

We derive most of our revenue from providing our software solutions for pricing optimization and management, CPQ, airline revenue optimization, airline distribution and retail, and digital offer marketing, as well as providing implementation services and ongoing customer support. These markets are evolving rapidly, and it is uncertain whether software for these markets will achieve and sustain high levels of demand. Our success depends on the willingness of businesses in our target markets to use the types of solutions we offer and our ability to capture share in these markets. Some businesses may be reluctant or unwilling to implement such software for a number of reasons, including failure to understand the potential returns of improving their processes, lack of knowledge about the potential benefits that such software may provide, or reluctance to change existing internal processes. Some businesses may elect to improve their pricing and sales processes through solutions obtained from their existing enterprise software providers, whose solutions are designed principally to address functional areas other than what our solutions provide. If businesses do not embrace the benefits of vendor software solutions in the areas in which we focus, then these markets may not continue to develop or may develop more slowly than we expect, either of which would significantly and adversely affect our revenue, operating results, and cash flows.

Human Capital Risks

If we cannot maintain our corporate culture, we could lose the innovation, teamwork and passion that we believe contribute to our success, and our business may be harmed.

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We believe that a critical component of our success has been our corporate culture, and we invest substantial time and resources in building and maintaining our culture and developing our personnel; however, as we continue to scale our business both organically and through potential acquisitions, it may be increasingly difficult to maintain our culture. Moreover, our shift to both a hybrid work environment and a more geographically dispersed workforce requires significant action to preserve our culture. While we have implemented many wellness, development and supportive programs for our workforce, the shift to a hybrid work environment and the expansion of our workforce footprint presents risks to our culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively pursue our strategic objectives.

If we lose key members of our management team or sales, development or operations personnel, or are unable to attract and retain employees, our business could be harmed.

Our future success depends upon the performance and service of our executive officers and other key personnel. From time to time, there may be changes in our executive management team and to other key employee roles resulting from organizational changes or the hiring or departure of executives or other employees, which could have a serious adverse effect on our business and operating results. If key personnel leave our company or are unable to perform their duties, we may not be able to manage our business effectively and, as a result, our business and operating results could be harmed.

In October 2024, Andres Reiner, our CEO, announced his intention to retire. The Board has initiated a search for a successor to Mr. Reiner. Leadership transitions can be inherently difficult to manage. Identifying and competing for qualified executives can be challenging as there are a limited number of people with the requisite knowledge and experience. During this succession and transition period, there could be uncertainty among investors, customers, third parties and employees concerning our future leadership, which could negatively impact our operating results.

Our future success depends on our ability to continue to timely identify, attract and retain highly qualified personnel, including data scientists, software developers and implementation personnel, and there can be no assurance that we will be able to do so. Competition for qualified personnel is intense, particularly for technical talent in certain markets, and is exacerbated by tight labor market conditions. We compete for talent with other companies that have greater resources, in large part, based on our culture and overall employee experience. With the wide market acceptance of and increase in remote work, we have experienced increased direct competition for talent, often from larger companies taking advantage of lower cost talent markets. Employee turnover creates a variety of risks including time, costs and resources required to recruit and train new employees to learn our business. The flexibility of our hybrid work approach provides us with access to greater talent pools and contributes to our hiring and retaining competitiveness but also brings costs and risks, including employment, tax, insurance and compliance risks. If we are unable to attract and retain our key employees, we may not be able to achieve our objectives, and our business could be harmed.

Failure to adequately expand and train our direct and indirect sales force may impede our growth.

To date, substantially all of our revenue has been attributable to the efforts of our direct sales force. We believe that our future growth will depend, to a significant extent, on the continued development of our direct sales force, and our sales team's ability to manage and retain our existing customer base, expand our sales to existing customers and obtain new customers. Our ability to achieve significant revenue growth in the future will depend, in large part, on our success in recruiting, training and retaining a sufficient number of direct sales personnel. We manage the staffing levels of our direct sales force against a number of factors, including performance management, natural attrition, quality of our enablement and training program as well as competition for talent. New sales hires require significant training and often take a number of months before becoming fully productive, if at all. If we are unable to continuously recruit, develop or retain sufficient numbers of productive direct sales personnel, our growth may be impeded.

In addition to our direct sales force, we have developed, and expect to expand, our indirect sales force via channel partners, such as management consulting firms, systems integrators and other resellers, to market, sell and/or implement our solutions. While we have invested to establish channel partners to drive sales growth, to date substantially all of our revenue generation has been attributable to our direct sales force. If we are unable to establish and maintain productive partner relationships, or otherwise develop and expand our indirect distribution channel, our sales growth rates may be limited.

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Regulatory, Compliance and Litigation Risks

Complex and evolving global laws and regulations expose us to potential liability, increased costs and other adverse impacts on our business.

We provide our cloud software solutions globally and our operations are subject to complex and evolving laws and regulations, including those related to data privacy, data localization, data security, labor and employment, AI, import/export, competition, antitrust and consumer protection. Compliance with these laws and regulations, which are subject to frequent changes, is onerous, expensive, and time consuming. In addition, these laws and regulations may be inconsistent across jurisdictions and are subject to differing, and sometimes conflicting, interpretations and enforcement priorities. Although we have implemented policies, procedures and controls designed to ensure compliance with applicable laws, there can be no assurance that our employees, contractors or agents will not violate such laws and regulations or our policies and procedures. If we are found to have violated laws and regulations, it could materially adversely affect our business, reputation, results of operations, cash flow, and financial condition. Regulatory changes have in the past, and may in the future be announced with little or no advance notice, and we may not be able to effectively mitigate all adverse impacts from such measures.

Our cloud software solutions process data on behalf of our customers, and if our customers fail to comply with contractual obligations or applicable laws and regulations, such non-compliance could result in litigation or reputational harm to us. Any perceived inability to adequately address privacy, data localization or cybersecurity compliance or to comply with other complex laws and regulations, even if unfounded, could result in liability to us and indemnification obligations, damage our reputation, inhibit sales of our solutions or harm our business, financial condition, results of operations and cash flows.

Evolving laws and changing interpretations and enforcement priorities of existing laws and regulations by regulators and courts have in the past, and may continue to create new compliance obligations, increase our costs to provide our products and services, adversely affect our sales cycles, affect our ability to implement business models effectively, limit us from offering certain solutions in certain jurisdictions or circumstances, and expand the scope of potential liability, either jointly or severally with our customers, partners and suppliers. For example, evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and receive personal data have in the past, and may in the future increase our costs and operational risks. While AI regulation is in the nascent stages of development globally, the evolving AI regulatory environment may adversely impact our sales cycle times, increase our research and development costs, and increase our liability related to the use of AI that are beyond our control or result in inconsistencies in evolving legal frameworks across jurisdictions. While we believe we have taken a responsible approach to the development and use of AI in our solutions and across the business, there can be no guarantee that future AI regulations will not adversely impact us or conflict with our approach to AI, including affecting our ability to make our solutions available without costly changes, requiring us to change our AI development practices, business strategies and/or indemnity protections and subjecting us to additional compliance requirements, regulatory action, competitive harm or legal liability. If the use of AI within certain of our solutions were to be significantly restricted or otherwise prohibited by future legislation or regulation, we may not be able to effectively compete with competitors who do not use AI in their solutions. If jurisdictions implement more restrictive or onerous regulations, such developments could adversely impact our business, financial condition, cash flows and results of operations.

Issues related to the rapid adoption, evolution and understanding of AI may result in reputational harm or liability or otherwise adversely affect our business.

AI is enabled by or integrated into our Platform and is a significant and growing element of our operations, including using generative AI in our software development and coding processes. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption and use, and therefore our business. AI algorithms may be flawed. Datasets in AI training, development or operations may be insufficient, of poor quality, or reflect unwanted forms of bias. Inappropriate or controversial data practices by, or practices reflecting inherent biases of, data scientists, engineers and end users of our systems could impair the acceptance of AI solutions. Third-party generative AI capabilities that can be integrated with our Platform could also produce false or “hallucinatory” inferences about customer data or enterprises, or other information or subject matter. If the recommendations, forecasts or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some AI scenarios present ethical issues, and the enablement or integration of AI into our Platform may subject us to new or heightened legal, regulatory or other challenges.

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Any unauthorized, and potentially improper, actions of our personnel could adversely affect our business, operating results, cash flows, and financial condition.

The recognition of our revenue depends on, among other things, the terms negotiated in our contracts with our customers. We have implemented policies to help prevent and discourage our personnel from acting outside of their authority and negotiating additional terms without our knowledge, but there cannot be absolute assurance that such policies have been or will be followed. For instance, in the event that our personnel negotiate terms that do not appear in the contract and of which we are unaware, whether such additional terms are written or verbal, we could be prevented from recognizing revenue in accordance with our plans. Furthermore, depending on when we learn of unauthorized actions and the size of the transactions involved, we may have to restate revenue for a previously reported period, which could seriously harm our business, operating results, cash flows, financial condition and reputation with current and potential customers and investors.

Intellectual property litigation and infringement claims may cause us to incur significant expense or prevent us from selling our software solutions.

Our industry is characterized by the existence of a large number of patents, trademarks and copyrights, and litigation based on allegations of infringement or other violations of intellectual property rights. A third-party may assert that our technology violates its intellectual property rights, or we may become the subject of a material intellectual property dispute. Selling improvement (including CPQ), pricing, airline revenue optimization (including revenue management) and airline eCommerce (including shopping, merchandising and retail, and digital offer marketing) solutions may become increasingly subject to infringement claims as the number of such commercially available solutions increases and the functionality of these solutions overlaps. In addition, changes in patent laws in the U.S. may affect the scope, strength and enforceability of our patent rights or the nature of proceedings which may be brought by us related to our patent rights. Future litigation may involve patent holding companies or other adverse patent owners who have no relevant product revenue and against whom our own potential patents may therefore provide little or no deterrence. Regardless of the merit of any particular claim that our technology violates the intellectual property rights of others, responding to such claims may require us to:

•incur substantial expenses and expend significant management efforts to defend such claims;

•pay damages, potentially including treble damages, if we are found to have willfully infringed such parties’ patents or copyrights;

•cease making, selling or using products that are alleged to incorporate the intellectual property of others;

•distract management and other key personnel from performing their duties for us;

•enter into potentially unfavorable royalty or license agreements to obtain the right to use necessary technologies; and

•expend additional development resources to redesign our solutions.

Any licenses required as a result of litigation under any patent may not be made available on commercially acceptable terms, if at all. In addition, some licenses may be nonexclusive, and therefore our competitors may have access to the same technology licensed to us. If we fail to obtain a required license or are unable to design around a patent, we may be unable to effectively develop or market our solutions, which could limit our ability to generate revenue, profits and cash flow.

Our contract terms generally obligate us to indemnify and hold our customers harmless from certain costs arising from third-party claims brought against our customers alleging that the use of our solutions infringe intellectual property rights of others. If we are unable to resolve our legal obligations by settling or paying an infringement claim, we may be required to compensate our customers.

Our use of open source software may subject our software solutions to general release or re-engineering.

We use open source software in our solutions. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If we combine our proprietary software solutions with open source software in a certain manner, we could, under certain of the open source licenses, be required to release the source code

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of our proprietary software solutions. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on origin of the software. In addition, open source license terms may be ambiguous and many of the risks associated with usage of open source cannot be eliminated, and could, if not properly addressed, negatively affect our business. If we were found to have inappropriately used open source software, we may be required to seek licenses from third parties in order to continue offering our software, to re-engineer our solutions, to discontinue the sale of our solutions in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results, cash flows and financial condition.

Defects or errors in our software solutions could harm our reputation, impair our ability to sell our solutions and result in significant costs to us.

Our software solutions are complex and have in the past, and may again in the future, contain undetected defects or errors. While we have not suffered significant harm from any defects or errors to date, we frequently develop enhancements to our software solutions that may contain defects. In addition, several of our solutions have recently been developed and may therefore be more likely to contain undetected defects or errors. In the ordinary course of our business, we issue corrective releases of our solutions to correct defects or errors. The occurrence of any defects or errors could result in:

•delayed market acceptance and lost sales of our software solutions;

•delays in customer payments;

•damage to our reputation;

•diversion of our resources;

•legal claims, including product liability claims, against us;

•increased maintenance and support expenses; and

•increased insurance costs.

Our customer agreements typically contain provisions designed to limit our liability for defects and errors in our software solutions and damages relating to such defects and errors, but these provisions may not be enforced by a court or otherwise effectively protect us from legal claims. Our liability insurance may not adequately cover the costs resulting from these legal claims. Moreover, we cannot provide assurance that our current liability insurance coverage would continue to be available on acceptable terms or at all. In addition, the insurer may deny coverage on any future claims. The successful assertion against us of one or more large claims that exceeds available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business and operating results. Furthermore, even if we prevail in any litigation, we are likely to incur substantial costs and our management’s attention may be diverted from our operations.

Business Model and Capital Structure Risks

We have experienced losses since we transitioned to a cloud strategy, and we may continue to incur losses for longer than we expect.

We expect our expenses to continue to exceed our revenues in the near term as we continue to make investments as part of our cloud and go-to-market strategy, particularly in new product development, sales, marketing, security, privacy and cloud operations. While we delivered significant free cash flow in 2024 and profitable operations on an adjusted EBITDA basis, our ability to return to profitability depends on our ability to: continue to drive subscription sales, enhance our existing products and develop new products, scale our sales and marketing and product development organizations, successfully execute our marketing and sales strategies, renew our subscription agreements with existing customers and reduce our operational expenses as a percentage of revenue. If we are not able to execute on these actions, our business may not grow and profitability metrics may not improve as we anticipate, our operating results could be adversely affected and we will continue to incur net losses in the future. Additionally, our new initiatives may not generate sufficient revenue and cash flows to recoup our investments in them. If any of these events were to occur, it could adversely affect our business, results of operations, financial condition and cash flows.

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We incurred indebtedness by issuing convertible notes, and we may borrow under our Credit Agreement. Our debt repayment obligations may adversely affect our financial condition and cash flows in the future.

In September 2020, we issued $150.0 million principal amount of 2.25% convertible senior notes ("2027 Notes") due September 15, 2027, unless earlier redeemed, purchased or converted in accordance with their terms prior to such date. Interest is payable semi-annually in arrears on March 15 and September 15 of each year. In October 2023, following the completion of the Exchange described in Note 1 4 to the Consolidated Financial Statements, we issued an additional $116.8 million of principal amount of 2027 Notes. As of December 31, 2024, $266.8 million of aggregate principal amount of the 2027 Notes are outstanding.

Our Credit Agreement provides for a $50.0 million revolving line of credit, none of which was drawn as of December 31, 2024. The Credit Agreement contains affirmative and negative covenants, including covenants which restrict our ability to, among other things, create liens, incur additional indebtedness and engage in certain other transactions, in each case subject to certain exclusions. In addition, the Credit Agreement contains certain financial covenants which become effective in the event our liquidity (as defined in the Credit Agreement) falls below a certain level. The Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the termination of the Credit Agreement and acceleration of repayment obligations with respect to any outstanding principal amounts.

Our indebtedness could have important consequences because it may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate or other purposes. Our ability to meet our debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. We cannot control many of these factors. Our future operations may not generate sufficient cash to enable us to repay our debt. If we fail to comply with any covenants contained in the agreements governing any of our debt, or fail to make a payment on any of our debt when due, we could be in default on such debt, which could, in turn, result in such debt and our other indebtedness becoming immediately payable in full. If we are at any time unable to pay our indebtedness when due, we may be required to renegotiate the terms of the indebtedness, seek to refinance all or a portion of the indebtedness and/or obtain additional financing. There can be no assurance that, in the future, we will be able to successfully renegotiate such terms, that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable to us.

Our quarterly results vary and do not fully reflect the performance of our business.

We generally recognize revenue from customers ratably over the terms of their subscription agreements. As a result, most of the revenue we report in each quarter is the result of agreements entered into during prior quarters. For example, subscription contracts signed at the end of a quarter typically do not begin recognition of revenue until the following quarter and thus have little to no revenue impact in the quarter in which they are signed. In addition, the time between entering into a contract and recognizing subscription revenue can be extended for certain contracts and products, including certain of our travel products, for a number of reasons such as contracts containing a future commencement date, extended implementation planning and delayed "go live." Consequently, any declines, or increases, in new or renewed subscriptions in any quarter are not fully reflected in our revenue for that quarter, but negatively, or positively, affect our subscription revenue in future quarters. Accordingly, the effect of significant downturns in sales, our failure to achieve our internal sales targets, a decline in the market demand of our services or decreases in our retention rate are not fully reflected in our operating results until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as subscription revenue from additional sales must be recognized over the applicable subscription term. We may be unable to timely adjust our cost structure to reflect changes in revenues. In addition, a significant majority of our costs are expensed as incurred, while subscription revenues are recognized over the term of the customer agreement. As a result, increased sales growth results in our recognition of more costs than revenues in the earlier periods of the terms of our agreements. In addition, we expect to continue to experience some seasonal variations in our cash flows from operating activities, including, as a result of the timing of payment of payroll taxes, performance bonuses to our employees and costs associated with annual company-wide events, each of which have historically been highest in our first fiscal quarter. Therefore, the results of any prior quarterly periods should not be relied upon as an indication of our future operating performance.

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If we fail to migrate our remaining customers with on-premises software licenses to our latest cloud software solutions, our future revenue and our costs to provide support to those customers may be negatively impacted.

We notified our customers of certain legacy on-premises software products that we will be discontinuing maintenance for those products. These customers will need to migrate to our current cloud solutions to take advantage of our latest features, functionality and security which are only available via the PROS cloud. When considering whether to migrate, these customers may evaluate alternative solutions due to the additional change management and implementation costs associated with migrating to cloud-based applications. When on-premises software customers delay or decline to migrate to our cloud solutions, our product development and customer support teams find it increasingly difficult and costly to support a declining number of on-premises customers. In addition, if our legacy on-premises license customers delay or decline to migrate to our cloud solutions, choose alternative solutions or otherwise choose to not continue doing business with us by, for example, canceling maintenance, our future revenue will be affected.

If our goodwill or amortizable intangible assets become impaired, we could be required to record a significant charge to earnings.

Under GAAP, we review our goodwill and amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. GAAP requires us to test for goodwill impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include declines in stock price, market capitalization or cash flows and slower growth rates in our industry. We could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets were determined, negatively impacting our results of operations and financial condition.

Risks Relating to Ownership of our Common Stock

Market volatility may affect our stock price and the value of your investment.

The market price for our common stock, and the software industry generally, has been and is likely to continue to be volatile. Volatility could make it difficult to trade shares of our common stock at predictable prices or times. A wide variety of factors have caused historic volatility and may cause the market price of our common stock to be volatile in the future, including the following:

•U.S. and global economic and geopolitical conditions and events, including global crises such as the COVID-19 pandemic;

•variations in our quarterly or annual operating results;

•decreases in market valuations of comparable companies;

•fluctuations in stock market prices and volumes;

•decreases in financial estimates by equity research analysts;

•announcements by our competitors of significant contracts, new solutions or enhancements, acquisitions, distribution partnerships, joint ventures or capital commitments;

•departure of key personnel;

•changes in governmental regulations and standards affecting the software industry and our software solutions;

•conversion of convertible notes into equity or sales of common stock or other securities by us;

•damages, settlements, legal fees and other costs related to litigation, claims and other contingencies; and

•other risks described elsewhere in this section.

In the past, securities class action litigation often has been initiated against a company following a period of volatility in the market price of the company’s securities. If class action litigation is initiated against us, we may incur substantial costs

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and our management’s attention could be diverted from our operations. All of these factors could cause the market price of our stock to decline, and you may lose some or all of your investment.

Anti-takeover provisions in our Certificate of Incorporation and Bylaws and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Our Certificate of Incorporation and Bylaws and Section 203 of the Delaware General Corporation Law contain provisions that might enable our management to resist a takeover of our company. These provisions include the following:

•the division of our board of directors into three classes to be elected on a staggered basis, one class each year;

•a prohibition on actions by written consent of our stockholders;

•the elimination of the right of stockholders to call a special meeting of stockholders;

•a requirement that stockholders provide advance notice of any stockholder nominations of directors or any proposal of new business to be considered at any meeting of stockholders;

•a requirement that a super majority vote be obtained to amend or repeal certain provisions of our certificate of incorporation; and

•the ability of our board of directors to issue preferred stock without stockholder approval.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us. Although we believe these provisions collectively provide for an opportunity to obtain higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if an offer were considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

We do not intend to pay dividends for the foreseeable future.

We do not currently anticipate paying any cash dividends on our common stock in the foreseeable future. We currently anticipate that we will retain all of our available cash, if any, for use as working capital, repayment of debt and for other general corporate purposes. Consequently, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Our Board recognizes the critical importance of maintaining the trust and confidence of our customers, business partners and employees. Our Board is actively involved in oversight of our risk management program, and cybersecurity represents an important component of our overall approach to enterprise risk management (“ERM”). Our cybersecurity policies, standards, processes and practices are integrated into our ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and responding to Cybersecurity Events when they occur.

Risk Management and Strategy

As a critical element of our overall ERM approach, our cybersecurity program is focused on the following key areas:

Governance. As discussed in more detail under the heading “Governance” below, our Board and management devote significant time to cybersecurity risk oversight. The Board annually reviews our overall cybersecurity risk profile to help ensure

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that sensitive data remains secure in an ever-changing threat landscape, including risk preparedness and mitigation strategies. This assessment considers a range of factors, including our business objectives, the threat landscape, industry trends and regulatory requirements. The Audit Committee of the Board ("Audit Committee") oversees our cybersecurity risk management and regularly meets, not less than quarterly, with our Chief Information Security Officer (“CISO”) and other members of management, including those with significant roles in our cybersecurity efforts. Our Executive Steering Committee, described below, provides senior management oversight to our cybersecurity program.

Collaboration. We take a cross-functional approach to identify, prevent and mitigate cybersecurity threats and incidents, and implement controls and procedures designed to promptly escalate certain Cybersecurity Events to help ensure timely review, disclosure and reporting of such incidents.

Technical Safeguards. We deploy technical safeguards designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which we evaluate and improve through vulnerability assessments and cybersecurity threat intelligence.

Incident Response and Recovery Planning. We established and maintain incident response and recovery plans that address our response to a Cybersecurity Event, and test and evaluate such plans on a regular basis.

Third-Party Risk Management. We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as third-party systems that could adversely impact our business in the event of a Cybersecurity Event affecting those systems.

Education and Awareness. We provide regular, mandatory training for our employees regarding cybersecurity threats and our security policies to equip our employees with tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.

We regularly assess and test our cybersecurity policies, standards, processes and practices. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage recognized third-party experts to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. We adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.

Governance

Our Board, in coordination with the Audit Committee, oversees our ERM process, including the management of risks from cybersecurity threats. The Board and the Audit Committee receive regular presentations and reports on cybersecurity risks from our CISO, which can include a wide range of topics such as recent developments, evolving standards, security effectiveness, vulnerability assessments, third-party and independent reviews, the current and evolving threat environment, incident response planning, remediation efforts, employee training and awareness (such as the results of our annual cybersecurity training), technological trends and information security considerations arising with respect to our peers and third parties. On a quarterly basis, our Audit Committee discusses our approach to cybersecurity risk management with our CISO and other members of management, including planned initiatives to help the Board evaluate the effectiveness of our cybersecurity program. One of our independent directors, Ms. Hammoud, a seasoned software executive, is a member of the Audit Committee and also provides direct guidance on cybersecurity matters to our CISO outside of regularly scheduled Audit Committee and Board meetings.

Our CISO, in coordination with our Executive Steering Committee, which includes our CEO, our Chief Financial Officer (“CFO”), our Executive Vice President, Engineering, our Senior Director, IT and our General Counsel, works collaboratively across the Company to implement a cybersecurity risk management program intended to protect our information systems from cybersecurity threats and to promptly respond to any Cybersecurity Events in accordance with our incident response and recovery plans. As part of that program, multidisciplinary teams across the Company (both standing, regular teams and special teams as needed) are deployed to provide governance over cybersecurity issues, address cybersecurity threats and to respond to Cybersecurity Events. Through ongoing communications with these teams, our CISO and management monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and report such threats and incidents to the Audit Committee, and in certain incidents to the Board, when appropriate.

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Our CISO has served in various roles in risk management and enterprise and cybersecurity for over 20 years, including serving as Deputy CISO at a global cybersecurity software company. Our CISO has attained numerous professional certifications, including Certified Information Systems Security Professional, Certified in Risk and Information Systems Control, Certified Information Security Manager, Certified Information Systems Auditor, and GIAC Security Operations Manager. Our CEO, who has decades of software engineering experience, has served as our CEO and as a member of our Board for fourteen years, during which time he has overseen our ERM program, including risks arising from cybersecurity threats. Our CFO and General Counsel each have more than 20 years of experience managing risks, including both at the Company and with other public companies. The other members of our Executive Steering Committee are all experienced leaders in their respective areas of management with extensive SaaS operational experience.

In 2024, we did not identify any cybersecurity threats that materially affected or are reasonably likely to materially affect our business strategy, results of operations, cash flows or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, nor provide assurances that we have not experienced undetected Cybersecurity Events. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

Item 2. Properties

Our headquarters is located in Houston, Texas, where we lease approximately 112,000 square feet of office space. We also lease a number of smaller regional offices. We believe our existing facilities are sufficient for our current needs, particularly as we have pivoted to a hybrid workforce.

Item 3. Legal Proceedings

In the ordinary course of our business, we may be involved in various legal proceedings and claims. The outcomes of these matters are inherently unpredictable. We are not currently involved in any outstanding litigation that we believe, individually or in the aggregate, will have a material adverse effect on our business, results of operations or financial condition.

Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

Market Information, Holders and Dividends

Our common stock is listed on the NYSE under the symbol "PRO". On February 6, 2025 there were 32 stockholders of record of our common stock. Since 2007, we have not declared or paid any dividends on our common stock. We currently expect to retain all remaining available funds and any future earnings for use in the operation and development of our business. Accordingly, we do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.

Performance Graph

The following shall not be deemed "soliciting material" or "filed" with the SEC, or incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

The graph below presents a five-year comparison of the relative investment performance of our common stock, the Standard & Poor’s 500 Stock Index ("S&P 500"), and the Russell 2000 Index for the period commencing on December 31, 2019, and ending December 31, 2024. The graph is not meant to be an indication of our future performance.

(1)The graph assumes that $100 was invested on December 31, 2019 in our common stock, the S&P 500 and the Russell 2000 Index and further assumes all dividends were reinvested. No cash dividends have been paid on our common stock for the periods presented above.


Company/Index	12/31/2019		12/31/2020		12/31/2021		12/31/2022		12/31/2023		12/31/2024
PRO	$	100.00	$	84.73	$	57.56	$	40.49	$	64.74	$	36.65
S&P 500	$	100.00	$	116.26	$	147.52	$	118.84	$	147.64	$	182.05
Russell 2000 Index	$	100.00	$	118.36	$	134.57	$	105.56	$	121.49	$	133.66

Issuer Purchase of Equity Securities

None.

Recent Sales of Unregistered Securities

None.

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Our current focus is on increasing our subscription revenues, operating profit and cash flows, as well as expanding both our customer base and our footprint within existing accounts. While we have incurred GAAP operating losses since our cloud transition in 2015, we continue to invest in a disciplined manner to drive revenue growth, further improve profitability, and support our long-term objectives. This includes investments designed to accelerate our customer time-to-value, improve efficiency and operations, further leverage AI in our business operations, provide out-of-the-box integration with third-party commerce solutions and develop new applications and technologies.

In 2024, we grew our subscription revenue by $32.2 million and gross profit by $28.6 million, each as compared to the year ended December 31, 2023. Our focus on improving operating efficiency drove year-over-year improvement in net operating cash flow of $17.5 million or 177%, despite a challenging macroeconomic environment. Other notable items for 2024 include:

•increased subscription revenue by 14% and total revenue by 9% as compared to prior year;

•gross revenue retention rates, which measure recurring revenue retained from existing customers, excluding expansions, remained above 93% during the twelve months ended December 31, 2024;

•recurring revenue, which consists of subscription and maintenance and support revenue, accounted for 85% of our total revenue; and

•improved subscription gross margin to 78% for the year ended December 31, 2024 as compared to 76% in prior year.

To support our growth, we plan to reinvest a portion of incremental revenues in sales and marketing in support of our land, realize and expand customer strategy, while continuing to invest in product innovation. As we scale, we anticipate operating expenses as a percentage of total revenues will decline, allowing greater economies of scale and further improving profitability while continuing to drive innovation. We are committed to advancing our solutions, enhancing existing features and addressing the evolving needs of our customers. As part of our mission, we also prioritize our customers' success through use of our solutions, which includes investments in professional services to deploy, configure and adopt our solutions. As we grow, we are emphasizing further product innovation to reduce the professional services necessary to deploy our solutions and shifting toward a broader ecosystem of implementation partners to scale these efforts.

In addition to the financial metrics noted above, we also regularly review subscription annual recurring revenue ("subscription ARR"), a non-GAAP financial measure, to assess the health and trajectory of our business. Subscription ARR is defined, as of a specific date, as contracted subscription revenue, including contracts with a future start date, together with annualized overage fees incurred above contracted minimum transactions. Subscription ARR should be viewed independently of subscription revenue, deferred revenue and other GAAP measures and is not intended to be combined with any of these items. We adjust our reported subscription ARR on an annual basis to reflect exchange rate changes. Our constant currency subscription ARR is based on the actual currency rates set at the beginning of the year. The same rates are used to measure both 2024 and 2023 subscription ARR. Subscription ARR on a constant currency basis as of December 31, 2024 was $283.7 million, up from $259.0 million as of December 31, 2023, an increase of 10%. Subscription ARR on an as reported basis as of December 31, 2024 was $281.5 million, approximately $2.2 million lower than our constant currency subscription ARR.

Factors and Trends 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 evolving macroeconomic, regulatory and geopolitical environment. Macroeconomic factors, such as, persistent inflation, fluctuating interest rates, supply chain disruptions and other uncertainties, impact our customers' businesses in ways that may be difficult to quantify. 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, heightened tensions in the Middle East, and other regional conflicts, exacerbate uncertainty and disrupt global markets. We continue to see these factors drive more measured buying behavior by our customers, including more complex customer review and approval cycles and emphasis on smaller scope initial purchases and fast return on investment. We believe these factors require solid execution by our teams to meet our financial guidance and long-term targets.

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•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 category-leading solutions. We are also utilizing and considering new ways to expand AI use in our own business to 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.

Components of our Operating Results

Revenue

We derive our revenues primarily from recurring revenue, which includes subscription and maintenance and support. Recurring revenues accounted for 85% of our total revenue in 2024.

Subscription. Subscription services revenue primarily consists of fees that give customers access to one or more of our cloud applications and include related customer support. We primarily recognize subscription revenue ratably over the contractual term of the customer arrangement beginning with commencement of service. Subscription revenue, where the overage fees are based on a number of transactions, are recognized on an expected value basis. Our subscription contracts are generally one to five years in length and primarily billed annually in advance.

Maintenance and support. Maintenance and support revenue includes customer support for our legacy on-premises software and the right to unspecified software updates and enhancements. We recognize revenue from maintenance arrangements ratably over the period in which the services are provided. Our maintenance and support contracts are generally one year in length, billed annually in advance, and non-cancelable.

Services. Services revenue primarily consists of professional services fees for configuration services, consulting and training. We typically sell our services on either a fixed-fee or time-and-materials basis. Services revenue is generally recognized as the services are performed for time and material contracts, or on a proportional performance basis for fixed-price contracts. Training revenues are recognized as the services are performed.

Services revenue varies from period to period depending on several factors, including the level of services required to configure our solutions and any additional services requested by our customers during a particular period.

Judgments are required in determining whether services contained in our customer subscription contracts are considered distinct, including whether the services are capable of being distinct and whether they are separately identifiable. Services deemed to be distinct are accounted for as a separate performance obligation and revenue is recognized as the services are performed. If services are determined not to be distinct, the services and the subscription are considered to be a single performance obligation and revenue is recognized over the contractual term of the subscription beginning on the date that subscription services are made available to the customer. The associated revenue is allocated between subscription and services.

Cost of Revenue

Cost of subscription. Cost of subscription consists of infrastructure costs to support our current subscription customer base including third-party hosting services, employee-related costs, operating leases, amortization of capitalized software, amortization of certain intangible assets and allocated depreciation and other overhead.

Cost of maintenance and support. Cost of maintenance and support consists largely of employee-related costs and an allocation of depreciation and other overhead.

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Cost of services. Cost of services includes those costs related to services and implementation of our solutions, primarily employee-related costs and third-party contractors, billable and non-billable travel and an allocation of depreciation and other overhead. Cost of providing services may vary from quarter to quarter depending on a number of factors, including the amount of services required to configure our solutions.

Services gross profit varies period to period depending on different factors, including the level of services required to configure our solutions, the mix of employees and third-party contractors, our effective billable man-day rates, our use of third-party system integrators and the billable utilization of our services personnel.

Operating Expenses

Selling and marketing. Selling and marketing expenses primarily consist of employee-related costs, third-party contractors, sales commissions, sales and marketing programs such as lead generation programs, company awareness programs, various conferences, including our annual Outperform conference, participation in industry trade shows, other sales and marketing programs, travel, amortization expenses associated with acquired intangible assets and allocated other overhead. Sales commissions are typically deferred and amortized on a straight-line basis over the period of benefit, which we have determined to be five to eight years.

Research and development. Research and development expenses primarily consist of employee-related costs and third-party contractors who work on enhancements of existing solutions, the development of new solutions, scientific research, quality assurance and testing, security and an allocation of depreciation, facilities and other overhead.

General and administrative. General and administrative expenses primarily consist of employee-related costs for executive, accounting, finance, legal, human resources and internal IT support functions and an allocation of depreciation and other overhead. General and administrative expenses also include outside legal and accounting fees and provision for bad debts.

Results of Operations

Comparison of year ended December 31, 2024 with year ended December 31, 2023

Revenue:


	Year Ended December 31,
	2024				2023
(Dollars in thousands)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		Variance $		Variance %
Subscription	$	266,272	81	%	$	234,024	77	%	$	32,248	14	%
Maintenance and support	13,494		4	%	19,958		7	%	(6,464)		(32)	%
Total subscription, maintenance and support	279,766		85	%	253,982		84	%	25,784		10	%
Services	50,606		15	%	49,726		16	%	880		2	%
Total revenue	$	330,372	100	%	$	303,708	100	%	$	26,664	9	%

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 existing maintenance customers migrating to our cloud solutions and customer maintenance churn. We expect maintenance revenue to continue to decline as we continue to migrate maintenance customers to our cloud solutions.

Services revenue. Services revenue increased primarily as a result of higher sales of professional services to our existing customers. Services revenue varies from period to period depending on different factors, including the level of professional services required to implement our solutions, the timing of services revenue recognition on certain subscription contracts and efficiencies in our solutions implementations requiring less professional services during a particular period.

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Cost of revenue and gross profit:


	Year Ended December 31,
	2024				2023
(Dollars in thousands)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		Variance $		Variance %
Cost of subscription	$	57,882	18	%	$	57,212	19	%	$	670	1	%
Cost of maintenance and support	7,027		2	%	7,703		3	%	(676)		(9)	%
Total cost of subscription, maintenance and support	64,909		20	%	64,915		21	%	(6)		—	%
Cost of services	48,420		15	%	50,398		17	%	(1,978)		(4)	%
Total cost of revenue	$	113,329	34	%	$	115,313	38	%	$	(1,984)	(2)	%
Gross profit	$	217,043	66	%	$	188,395	62	%	$	28,648	15	%

Cost of subscription. Cost of subscription increased primarily due to higher infrastructure costs to support the growth in our current subscription customer base and higher employee-related costs. These increases were partially offset by decreases in amortization expense for intangible assets and internal-use software expense. Our subscription gross profit percentages were 78% and 76% for the years ended December 31, 2024 and 2023, respectively.

Cost of maintenance and support. Cost of maintenance and support decreased mainly due to lower employee-related costs as our maintenance customer base has decreased primarily due to migrations to our subscription solutions. Maintenance and support gross profit percentages for the years ended December 31, 2024 and 2023, were 48% and 61%, respectively. Gross profit percentages decreased in 2024 as compared to prior year primarily due to lower maintenance and support revenue and the cost of maintenance and support being partially fixed.

Cost of services. Cost of services decreased primarily due to a decrease in contract labor, employee-related costs and other non-labor related costs. Services gross profit percentages for the years ended December 31, 2024 and 2023, were 4% and (1)%, respectively. Services gross profit percentages improved in 2024 compared to 2023 primarily due to an increase in services revenue and a decrease in cost of services due to greater efficiencies.

Operating expenses:


	Year Ended December 31,
	2024				2023
(Dollars in thousands)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		Variance $		Variance %
Selling and marketing	$	88,048	27	%	$	92,389	30	%	$	(4,341)	(5)	%
Research and development	89,725		27	%	89,361		29	%	364		—	%
General and administrative	58,292		18	%	57,247		19	%	1,045		2	%


Total operating expenses	$	236,065	71	%	$	238,997	79	%	$	(2,932)	(1)	%

Selling and marketing expenses. Selling and marketing expenses decreased primarily due to a decrease in employee-related costs. Employee-related costs declined primarily due to a $2.6 million decrease in noncash share-based compensation expense, mainly as the PROS Florida LLC (formerly EveryMundo, LLC, and hereafter "EveryMundo") equity consideration was fully vested in November 2023, and severance expenses incurred during the prior year. The decrease was partially offset by an increase in travel expenses.

Research and development expenses. Research and development expenses increased primarily due to higher headcount and an increase in contract labor, partially offset by a decrease in noncash share-based compensation expense as the EveryMundo equity consideration vested in November 2023.

General and administrative expenses. General and administrative expenses increased primarily due to higher employee-related costs, mainly an increase of $2.1 million in noncash share-based compensation expense, partially offset by a one-time award of professional fees in a court case in which the Company prevailed.

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Non-operating expenses:


	Year Ended December 31,
	2024				2023
(Dollars in thousands)	Amount		Percentage of total revenue		Amount		Percentage of total revenue		Variance $		Variance %
Convertible debt interest and amortization	$	(4,596)	(1)	%	$	(5,882)	(2)	%	$	1,286	(22)	%
Other income, net	$	4,457	1	%	$	1,063	—	%	$	3,394	319	%

Convertible debt interest and amortization. Our convertible debt expense consisted of coupon interest, amortization of debt premium and debt issuance costs attributable to our convertible notes. The decrease in expense was related to the exchange in 2023 of approximately 85% of PROS outstanding convertible notes due in May 2024 for newly issued convertible notes due in September 2027. Please see Note 14 to the Consolidated Financial Statements for more information.

Other income, net. The change in other income, net for the year ended December 31, 2024, primarily related to a $4.5 million derivative loss, a $1.8 million loss on debt extinguishment related to the convertible notes exchange recorded and a $0.8 million gain on equity investments, all recorded in 2023. The change also included a decrease due to lower interest income during the period. Please see Note 22 to the Consolidated Financial Statements for more information.

Income tax provision:


	Year Ended December 31,
(Dollars in thousands)	2024			2023			Variance $		Variance %
Effective tax rate	(7)		%	(2)		%	n/a		(5)	%
Income tax provision	$	1,314		$	933		$	381	41	%

Our tax provision for the year ended December 31, 2024 and 2023 included both foreign income and 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 2024 and 2023 effective tax rates had an unusual relationship to pretax loss from operations due to a valuation allowance on our net deferred tax assets. Our income tax provisions in 2024 and 2023 only included foreign income and withholding taxes, resulting in an effective tax rate of (7)% and (2)%, respectively. The difference between the effective tax rates and the federal statutory rate of 21% for the years ended December 31, 2024 and 2023 was primarily due to the increase in our valuation allowance of $3.6 million and $4.8 million, respectively.

As of December 31, 2024 and 2023, we had a valuation allowance on our net deferred tax assets of $171.8 million and $167.6 million, respectively. The increase in the valuation allowance was principally attributable to an additional valuation allowance recorded on our current year's tax loss and other deferred tax assets including capitalized research and development costs under Internal Revenue Code Section 174 as updated by the Tax Cuts and Jobs Act of 2017.

Comparison of year ended December 31, 2023 with year ended December 31, 2022

For a comparison of our results of operations for the years ended December 31, 2023 and 2022, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 14, 2024.

Liquidity and Capital Resources

At December 31, 2024, we had $162.0 million of cash and cash equivalents and $52.1 million of working capital as compared to $168.7 million of cash and cash equivalents and $37.3 million of working capital at December 31, 2023.

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.

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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, the implementation of our solutions and customer churn. Capital markets have tightened in response to the macroeconomic environment, 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 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022:


	Year Ended December 31,
(Dollars in thousands)	2024		2023		2022
Net cash provided by (used in) operating activities	$	27,383	$	9,877	$	(23,906)
Net cash used in investing activities	(1,219)		(2,704)		(1,142)
Net cash (used in) provided by financing activities	(32,338)		(32,357)		1,069
Effect of foreign currency rates on cash	(590)		304		53
Net change in cash, cash equivalents and restricted cash	$	(6,764)	$	(24,880)	$	(23,926)

Operating Activities

Net cash provided by operating activities in 2024 was $27.4 million and increased as compared to $9.9 million in 2023. The improvement was primarily due to a significant reduction in our net loss. The reduction in net loss was attributed to a 9% increase in total revenue, while improving gross margins to 66% in 2024 from 62% in 2023 and also reducing our operating expenses by approximately 1% in 2024 as compared to 2023.

Investing Activities

Net cash used in investing activities for 2024 was $1.2 million and decreased as compared to $2.7 million in 2023. The decrease was mainly due to higher capital expenditures in 2023, primarily related to a third-party software license renewal.

Financing Activities

Net cash used in financing activities remained relatively unchanged year-over-year. The net cash used in 2024 was primarily due to the $21.7 million repayment of our 2024 Notes as they matured in May 2024, tax withholding payments of $12.7 million related to the vesting of employee share-based awards and $2.1 million proceeds from employee stock plans. The net cash used in 2023 was primarily attributable to a $22.2 million purchase of capped call and a payment of $2.2 million for debt issuance costs, both in connection with the convertible notes exchange. In addition, there was a $9.3 million payment for tax withholdings on the vesting of employee share-based awards, a payment of $0.8 million for debt issuance cost related to our credit agreement offset by $2.2 million proceeds from employee stock plans.

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have any relationships with unconsolidated entities or financial partnerships, such as variable interest entities, which 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

Our contractual obligations as of December 31, 2024 consist of obligations under our convertible notes, operating leases and various service agreements.

The following table sets forth our material contractual obligations, excluding imputed interest as it related to operating leases, as of December 31, 2024. For further information, see the associated Notes to Consolidated Financial Statements as referenced below:


	Payment due by period
(Dollars in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Reference
Notes, including interest	$	284,936	$	6,003	$	278,933	$	—	$	—	Note 14
Operating leases	37,795		7,827		7,708		7,774		14,486		Note 7
Purchase commitments	109,531		50,846		55,977		2,708		—		Note 16
Total contractual obligations	$	432,262	$	64,676	$	342,618	$	10,482	$	14,486

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these 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. On an ongoing basis, we evaluate our estimates and assumptions. Actual results could differ from those estimates.

We believe the critical accounting policies listed below affect significant judgment and estimates used in the preparation of our Consolidated Financial Statements.

Revenue Recognition

We derive our revenues primarily from subscription services, services and associated software maintenance and support.

We determine revenue recognition through the following steps:

•identification of the contract, or contracts, with a customer;

•identification of the performance obligations in the customer contract(s);

•determination of the transaction price;

•allocation of the transaction price to each performance obligation in the customer contract(s); and

•recognition of revenue when, or as, we satisfy a performance obligation.

Subscription revenue

Subscription revenue primarily consists of subscription fees that provide customers access to one or more of our cloud applications along with related customer support. We primarily recognize subscription revenue ratably over the contractual term of the arrangement beginning with commencement of service. Subscription revenue related to certain offerings, where the overage fees are based on a number of transactions, are recognized on an expected value basis. Our subscription contracts are generally one to five years in length and primarily billed annually in advance.

Maintenance and support revenue

Maintenance and support revenue includes customer support for our on-premises software and the right to unspecified software updates and enhancements. We recognize revenue from maintenance arrangements ratably over the period in which the services are provided. Our maintenance and support contracts are generally one year in length, billed annually in advance, and non-cancelable.

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Services revenue

Services revenue primarily consists of fees for configuration services, consulting and training. We typically sell our services on either a fixed-fee or time-and-materials basis. Services revenue is generally recognized as the services are performed for time and material contracts, or on a proportional performance basis for fixed-price contracts. Training revenues are recognized as the services are performed.

Judgments are required in determining whether services contained in our customer subscription contracts are considered distinct, including whether the services are capable of being distinct and whether they are separately identifiable. Services deemed to be distinct are accounted for as a separate performance obligation and revenue is recognized as the services are performed. If services are not determined to be distinct, the services and the subscription are determined to be a single performance obligation and revenue is recognized over the contractual term of the subscription beginning on the date subscription services are made available to the customer. The associated revenue is allocated between subscription and services.

Customer contracts with multiple performance obligations

A portion of our customer contracts contain multiple performance obligations. Judgment is required in determining whether multiple performance obligations contained in a single customer contract are capable of being distinct and are separately identifiable. An obligation determined to be distinct is accounted for as a separate performance obligation and revenue is recognized when, or as, we satisfy the performance obligation. If obligations are determined not to be distinct, those obligations are accounted for as a single, combined performance obligation. The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

Deferred Costs

Sales commissions earned by our sales representatives are considered incremental and recoverable costs of obtaining a customer contract. Sales commissions are capitalized and amortized on a straight-line basis over the period of benefit, which we have determined to be five to eight years. We determined the period of benefit by taking into consideration our customer contracts, expected renewals of those customer contracts (as we currently do not pay an incremental sales commission for renewals), our technology and other factors. We also capitalize amounts earned by employees other than sales representatives who earn incentive payments under compensation plans tied to the value of customer contracts acquired.

Noncash Share-Based Compensation

Noncash share-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

To date, we have granted restricted stock units ("RSUs") and market stock units ("MSUs") from the 2017 Equity Stock Plan.

The fair value of the RSUs (time-based) and the equity consideration stock awards, granted as part of the EveryMundo acquisition, is based on the closing price of our stock on the date of grant.

MSUs are performance-based awards that cliff vest based on our shareholder return relative to the total shareholder return of the Russell 2000 Index ("Index") over a three-year period. The maximum number of shares issuable upon vesting is 200% of the MSUs initially granted based on the average price of our common stock relative to the Index during the Performance Period. We estimate the fair value of MSUs on the date of grant using a Monte Carlo simulation model. The determination of the fair value of the MSUs is affected by our stock price and a number of assumptions including the expected volatilities of our stock and the Index, the risk-free interest rate and expected dividends. Our expected volatility at the date of grant was based on the historical volatilities of our stock and the Index over the Performance Period.

If factors change and we employ different assumptions, noncash share-based compensation expense may differ significantly from what we have recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned noncash share-based compensation expense. Future noncash share-based compensation expense and unearned noncash share-based compensation will increase to the extent we grant additional equity awards to employees.

We estimate the number of awards that will be forfeited and recognize expense only for those awards that ultimately are expected to vest. Significant judgment is required in determining the adjustment to noncash share-based compensation

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expense for estimated forfeitures. Noncash share-based compensation expense in a period could be impacted, favorably or unfavorably, by differences between forfeiture estimates and actual forfeitures.

We record deferred tax assets for share-based compensation awards that will result in future deductions on our income tax returns, based on the amount of share-based compensation recognized at the statutory tax rate in the jurisdiction in which we will receive a tax deduction. Because the deferred tax assets we record are based upon the share-based compensation expenses in a particular jurisdiction, the aforementioned inputs that affect the fair values of our stock awards may also indirectly affect our income tax expense. In addition, differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on our income tax returns are recorded in our income tax (expense) income.

At December 31, 2024, we had $71.5 million of total unrecognized compensation costs related to noncash share-based compensation arrangements for stock awards granted. These costs will be recognized over a weighted-average period of 2.6 years.

Accounting for Income Taxes

We estimate our income taxes based on the various jurisdictions where we conduct business and we use estimates in determining our provision for income taxes. We estimate separately our deferred tax assets, related valuation allowances, current tax liabilities and deferred tax liabilities. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax rules and the potential for future adjustment of our uncertain tax positions by the U.S. Internal Revenue Service or other taxing jurisdictions. We estimate our current tax liability and assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we show on our balance sheet. At December 31, 2024, our deferred tax assets consisted primarily of temporary differences related to noncash share-based compensation, interest expense limited under Section 163(j), expense recognition of our lease obligations, Research and Experimentation ("R&E") tax credit carryforwards and net operating losses.

We review the realizability of our deferred tax asset on a quarterly basis, or whenever events or changes in circumstances indicate a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset are considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to our valuation allowances may be necessary. We continually perform an analysis related to the realizability of our deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, we determine it is more likely than not our net deferred tax assets will not be realized. During 2024, there was not sufficient positive evidence to outweigh the current and historic negative evidence to determine it was more likely than not that our net deferred tax assets would not be realized. Therefore, we continue to have a valuation allowance against net deferred tax assets as of December 31, 2024.

We account for uncertain income tax positions recognized in our financial statements in accordance with the Income Tax Topic of the Accounting Standards Codification ("ASC"), issued by the FASB. This interpretation requires companies to use a prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in their tax returns. This guidance provides clarification on recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Please see Note 13 to the Consolidated Financial Statements for more information.

Recent Accounting Pronouncements

See Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements included in this report, regarding the impact of certain recent accounting pronouncements on our Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

Our contracts are predominately denominated in U.S. dollars; however, we have contracts denominated in foreign currencies and therefore a portion of our revenue is subject to foreign currency risks. The primary market risk we face is from foreign currency exchange rate fluctuations. Our cash flows are subject to fluctuations due to changes in foreign currency exchange rates. The effect of an immediate 10% adverse change in exchange rates on foreign denominated receivables as of

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December 31, 2024, would have resulted in a $1.0 million loss. We are also exposed to foreign currency risk due to our operating subsidiaries in France, UK, Canada, Germany, Ireland, Australia, Bulgaria, Singapore and United Arab Emirates. A hypothetical 10% adverse change in the value of the U.S. dollar in relation to the Euro, which is our single most significant foreign currency exposure related to revenue, would have changed revenue for the year ended December 31, 2024 by approximately $5.2 million. However, due to the relatively low volume of payments made and received through our foreign subsidiaries, we do not believe we have significant exposure to foreign currency exchange risks. Fluctuations in foreign currency exchange rates could harm our financial results in the future.

We currently do not use derivative financial instruments to mitigate foreign currency exchange risks. We continue to review this issue and may consider hedging certain foreign exchange risks through the use of currency futures or options in future years.

Exposure to Interest Rates

As of December 31, 2024, we had an outstanding principal amount of $266.8 million of the 2027 Notes which are fixed-rate instruments. Therefore, our results of operations are not subject to fluctuations in interest rates. However, the fair value of the Notes is exposed to interest rate risk. Generally, the fair value of our fixed interest rate Notes will increase as interest rates fall and decrease as interest rates rise.

We believe we do not have any material exposure to changes in the fair value of our current assets as a result of changes in interest rates due to the short-term nature of our cash equivalents.

Item 8. Financial Statements and Supplementary Data

The Consolidated Financial Statements required to be filed are indexed on page F-1 and are incorporated herein by reference. See Item 15(a)(1) and (2).

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation as of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have 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 our 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 most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting is a framework that includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria in Internal Control — Integrated Framework (2013) issued by COSO. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024 based upon the COSO criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Item 9B. Other Information

Securities Trading Plans of Directors and Executive Officers

None of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K during the three months ended December 31, 2024.

Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

None.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference from our proxy statement in connection with our 2025 Annual Meeting of Stockholders, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2024.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships, Related Transactions and Director Independence

Item 14. Principal Accountant Fees and Services

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Part IV

Item 15. Exhibits and Financial Statements Schedules

(a)(1) Financial Statements

Reference is made to the Index to Financial Statements in the section entitled "Financial Statements and Supplementary Data" in Part II, Item 8 of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules

Reference is made to Schedule II, Valuation and Qualifying Accounts, as indexed on page F-31.

Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.

(a)(3) Exhibits

Exhibits are as set forth below in the Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference rooms maintained by the SEC in Washington, D.C., New York, New York, and Chicago, Illinois, and are also available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

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PROS Holdings, Inc.

Index to the Consolidated Financial Statements


			Page
Report of independent registered public accounting firm (PCAOB ID 238)			2
Consolidated balance sheets at December 31, 2024 and 2023			4
Consolidated statements of comprehensive loss for the years ended December 31, 2024, 2023 and 2022			5
Consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022			6
Consolidated statements of stockholders’ (deficit) equity for the years ended December 31, 2024, 2023 and 2022			8
Notes to the consolidated financial statements			9
Schedule II – valuation and qualifying accounts for the years ended December 31, 2024, 2023 and 2022			31

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of PROS Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of PROS Holdings, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive loss, of stockholders’ (deficit) equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition – subscription and services revenue

As described in Note 2 to the consolidated financial statements, the Company recognized subscription and services revenue of $316.9 million for the year ended December 31, 2024. The Company derives its revenues primarily from subscriptions, services, and associated software maintenance and support. A portion of the Company's customer contracts contain multiple performance obligations. The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

The principal consideration for our determination that performing procedures relating to revenue recognition - subscription and services revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of subscription and services revenue and allocation of the transaction price to each performance obligation. These procedures also included, among others (i) testing the completeness, accuracy, and occurrence of revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as contracts, proof of delivery, invoices, and subsequent payment receipts; (ii) testing, on a sample basis, the accuracy of management’s calculation of the transaction price and the allocation of the transaction price to each performance obligation based on the relative standalone selling price; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as contracts, proof of delivery, invoices, and subsequent payment receipts.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 12, 2025

We have served as the Company’s auditor since 2002.

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PROS Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)


	December 31,
	2024		2023
Assets:
Current assets:
Cash and cash equivalents	$	161,983	$	168,747

Trade and other receivables, net of allowance of $922 and $574, respectively	64,982		49,058
Deferred costs, current	4,634		4,856
Prepaid and other current assets	7,517		12,013

Total current assets	239,116		234,674
Restricted cash	10,000		10,000
Property and equipment, net	19,745		23,051
Operating lease right-of-use assets	16,066		14,801
Deferred costs, noncurrent	11,515		10,292
Intangibles, net	7,044		11,678
Goodwill	107,278		107,860

Other assets, noncurrent	9,138		9,477
Total assets	$	419,902	$	421,833
Liabilities and Stockholders’ (Deficit) Equity:
Current liabilities:
Accounts payable and other liabilities	$	8,589	$	3,034
Accrued liabilities	14,085		13,257
Accrued payroll and other employee benefits	27,117		32,762
Operating lease liabilities, current	6,227		5,655
Deferred revenue, current	130,977		120,955
Current portion of convertible debt, net	—		21,668
Total current liabilities	186,995		197,331
Deferred revenue, noncurrent	5,438		3,669
Convertible debt, net, noncurrent	270,797		272,324
Operating lease liabilities, noncurrent	23,870		25,118
Other liabilities, noncurrent	1,505		1,264
Total liabilities	488,605		499,706
Commitments and contingencies (Note 16)
Stockholders’ (deficit) equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued	—		—
Common stock, $0.001 par value, 75,000,000 shares authorized; 52,083,732 and 51,184,584 shares issued, respectively; 47,403,009 and 46,503,861 shares outstanding, respectively	52		51
Additional paid-in capital	634,212		604,084
Treasury stock, 4,680,723 common shares, at cost	(29,847)		(29,847)
Accumulated deficit	(667,727)		(647,252)
Accumulated other comprehensive loss	(5,393)		(4,909)
Total stockholders’ (deficit) equity	(68,703)		(77,873)
Total liabilities and stockholders’ (deficit) equity	$	419,902	$	421,833

The accompanying notes are an integral part of these consolidated financial statements.

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PROS Holdings, Inc.

Consolidated Statements of Comprehensive Loss

(In thousands, except per share data)


	Year Ended December 31,
		2024		2023		2022
Revenue:
Subscription		$	266,272	$	234,024	$	204,041
Maintenance and support		13,494		19,958		28,592
Total subscription, maintenance and support		279,766		253,982		232,633
Services		50,606		49,726		43,504
Total revenue		330,372		303,708		276,137
Cost of revenue:
Subscription		57,882		57,212		55,039
Maintenance and support		7,027		7,703		8,004
Total cost of subscription, maintenance and support		64,909		64,915		63,043
Services		48,420		50,398		47,037
Total cost of revenue		113,329		115,313		110,080
Gross profit		217,043		188,395		166,057
Operating expenses:
Selling and marketing		88,048		92,389		94,986
Research and development		89,725		89,361		93,412
General and administrative		58,292		57,247		54,202

Impairment of fixed assets		—		—		1,551
Loss from operations		(19,022)		(50,602)		(78,094)
Convertible debt interest and amortization		(4,596)		(5,882)		(6,304)
Other income, net		4,457		1,063		3,084
Loss before income tax provision		(19,161)		(55,421)		(81,314)
Income tax provision		1,314		933		932
Net loss		(20,475)		(56,354)		(82,246)


Net loss per share:
Basic and diluted		(0.43)		(1.22)		(1.82)

Weighted average number of shares:
Basic and diluted		47,116		46,155		45,269


Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(484)		344		(594)

Other comprehensive income (loss), net of tax		(484)		344		(594)
Comprehensive loss		$	(20,959)	$	(56,010)	$	(82,840)

The accompanying notes are an integral part of these consolidated financial statements.

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PROS Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)


	Year Ended December 31,
	2024		2023		2022
Operating activities:
Net loss	$	(20,475)	$	(56,354)	$	(82,246)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	8,303		10,707		14,967
Amortization of debt premium and issuance costs	(1,203)		861		1,491
Share-based compensation	40,754		42,357		42,714


Deferred income tax, net	(11)		(63)		—
Provision for credit losses	299		(19)		(280)
Gain on lease modification	(697)		—		—
Loss on disposal of assets	784		57		—
Impairment of fixed assets	—		—		1,551
(Gain)/Loss on equity investments, net	—		(828)		(1,308)
Loss on derivatives	—		4,489		—
Loss on debt extinguishment	—		1,779		—
Changes in operating assets and liabilities:
Trade and other receivables	(16,211)		(899)		(7,330)
Deferred costs	(1,001)		(351)		486
Prepaid expenses and other assets	4,899		(1,347)		1,712
Operating lease right-of-use assets and liabilities	(2,126)		(2,786)		(2,175)
Accounts payable and other liabilities	6,131		(5,039)		3,964
Accrued liabilities	1,798		723		26
Accrued payroll and other employee benefits	(5,663)		8,950		(8,191)
Deferred revenue	11,802		7,640		10,713
Net cash provided by (used in) operating activities	27,383		9,877		(23,906)
Investing activities:
Purchase of property and equipment	(1,166)		(2,543)		(861)
Capitalized internal-use software development costs	(58)		(48)		—
Investment in equity securities, net	5		(113)		(281)






Net cash used in investing activities	(1,219)		(2,704)		(1,142)
Financing activities:


Proceeds from employee stock plans	2,079		2,170		2,722
Tax withholding related to net share settlement of stock awards	(12,704)		(9,299)		(1,653)







Debt issuance costs related to convertible debt	—		(2,198)		—
Purchase of Capped Call	—		(22,193)		—
Repayment of convertible debt	(21,713)		—		—


Debt issuance costs related to Credit Agreement	—		(837)		—
Net cash (used in) provided by financing activities	(32,338)		(32,357)		1,069
Effect of foreign currency rates on cash	(590)		304		53
Net change in cash, cash equivalents and restricted cash	(6,764)		(24,880)		(23,926)
Cash, cash equivalents and restricted cash:
Beginning of period	178,747		203,627		227,553
End of period	$	171,983	$	178,747	$	203,627

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
Cash and cash equivalents	$	161,983	$	168,747	$	203,627
Restricted cash	10,000		10,000		—
Total cash, cash equivalents and restricted cash	$	171,983	$	178,747	$	203,627

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Supplemental disclosure of cash flow information:
Cash paid during period for:
Income taxes, net of refunds	$	(192)	$	(188)	$	(146)
Interest	$	(6,302)	$	(4,626)	$	(4,938)
Noncash investing activities:
Purchase of property and equipment accrued but not paid	$	92	$	115	$	11

The accompanying notes are an integral part of these consolidated financial statements.

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PROS Holdings, Inc.

Consolidated Statements of Stockholders’ (Deficit) Equity

(In thousands, except share data)


	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, 2021	44,520,542	$	49	$	546,693	4,680,723	$	(29,847)	$	(508,652)	$	(4,659)	$	3,584
Stock awards net settlement	1,010,875	1		(1,654)		—	—		—		—		(1,653)
Proceeds from employee stock plans	106,586	—		2,722		—	—		—		—		2,722








Noncash share-based compensation	—	—		42,714		—	—		—		—		42,714
Other comprehensive income (loss)	—	—		—		—	—		—		(594)		(594)
Net loss	—	—		—		—	—		(82,246)		—		(82,246)
Balance at December 31, 2022	45,638,003	$	50	$	590,475	4,680,723	$	(29,847)	$	(590,898)	$	(5,253)	$	(35,473)
Stock awards net settlement	761,850	1		(9,300)		—	—		—		—		(9,299)
Proceeds from employee stock plans	104,008	—		2,170		—	—		—		—		2,170
Purchase of Capped Call	—	—		(21,618)		—	—		—		—		(21,618)
Noncash share-based compensation	—	—		42,357		—	—		—		—		42,357
Other comprehensive income (loss)	—	—		—		—	—		—		344		344
Net loss	—	—		—		—	—		(56,354)		—		(56,354)
Balance at December 31, 2023	46,503,861	$	51	$	604,084	4,680,723	$	(29,847)	$	(647,252)	$	(4,909)	$	(77,873)
Stock awards net settlement	815,442	1		(12,705)		—	—		—		—		(12,704)
Proceeds from employee stock plans	83,706	—		2,079		—	—		—		—		2,079

Noncash share-based compensation	—	—		40,754		—	—		—		—		40,754
Other comprehensive income (loss)	—	—		—		—	—		—		(484)		(484)
Net loss	—	—		—		—	—		(20,475)		—		(20,475)
Balance at December 31, 2024	47,403,009	$	52	$	634,212	4,680,723	$	(29,847)	$	(667,727)	$	(5,393)	$	(68,703)

The accompanying notes are an integral part of these consolidated financial statements.

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PROS Holdings, Inc.

Notes to Consolidated Financial Statements

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

Principles of Consolidation and Basis of Presentation

These Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP").

Dollar Amounts

The dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars, except per share amounts, or as noted within the context of each footnote disclosure.

Use of Estimates

The preparation of these Consolidated Financial Statements in conformity with GAAP requires the Company to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses during the reporting period. The judgment required in the Company's 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, the determination of the period of benefit for deferred commissions, operating lease right-of-use assets and operating lease liabilities, useful lives of assets, depreciation and amortization, 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. Actual results could differ from those estimates and such differences could be material to the Company's consolidated financial position and results of operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase, or the ability to be settled in cash within a period of three months, to be cash equivalents. The Company has a cash management program that provides for the investment of excess cash balances, primarily in short-term treasury and money market instruments.

Trade and Other Receivables

Trade and other receivables are primarily comprised of trade receivables, net of allowance for credit losses, contract assets and unbilled receivables. The Company records trade accounts receivable for its unconditional rights to consideration arising from the Company's performance under contracts with customers. The Company's standard billing terms are generally within thirty to sixty days from the date of the invoice. The carrying value of such receivables, net of the allowance for credit losses, represents their estimated net realizable value. When developing its estimate of expected credit losses on trade and other

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receivables, the Company considers the available information relevant to assessing the collectability of cash flows, which includes a combination of both internal and external information relating to past events, current conditions, and future forecasts as well as relevant qualitative and quantitative factors that relate to the environment in which the Company operates.

Contract assets represent conditional rights to consideration that have been recognized as revenue in advance of billing the customer. Unbilled receivables represent unconditional rights to consideration arising from revenue that have been recognized in advance of billing the customer.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist primarily of prepaid third-party software subscription and license fees, deferred project costs and prepaid taxes.

Property and Equipment, Net

Property and equipment are recorded at cost, less accumulated depreciation. Maintenance, repairs and minor replacements are charged to expense as incurred. Depreciation on property and equipment, with the exception of leasehold improvements, is recorded using the straight-line method over the estimated useful lives of the assets. Depreciation on leasehold improvements is recorded using the shorter of the lease term or useful life. When property is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the Consolidated Statements of Comprehensive Loss in the period of disposal.

Internal-Use Software

Costs incurred to develop internal-use software during the application development stage are capitalized, stated at cost, and depreciated using the straight-line method over the estimated useful lives of the assets. Application development stage costs generally include salaries and personnel costs and third-party contractor expenses associated with internal-use software development, configuration and coding. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. Capitalized internal-use software is included in property and equipment, net in the Consolidated Balance Sheets.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current operating lease liabilities and noncurrent operating lease liabilities in the Company's Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company includes any anticipated lease incentives in the determination of lease liability.

The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when determining its incremental borrowing rates.

The Company’s lease terms will include options to extend the lease when it is reasonably certain the Company will exercise that option. Leases with a term of 12 months or less are not recorded on the Company's Consolidated Balance Sheets. The Company’s lease agreements do not contain any residual value guarantees.

Deferred Costs

Sales commissions earned by the Company's sales representatives are considered incremental and recoverable costs of obtaining a customer contract. Sales commissions are capitalized and amortized on a straight-line basis over the period of benefit, which the Company has determined to be five to eight years. The Company determined the period of benefit by taking into consideration its customer contracts and expected renewals of those customer contracts (as the Company currently does not pay an incremental sales commission for contract renewals). The Company also capitalizes amounts earned by employees other than sales representatives who earn incentive payments under compensation plans that are also tied to the value of customer

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contracts acquired. There were no such amounts capitalized in the years ended December 31, 2024 and 2023. Amortization of deferred costs is included in selling and marketing expense in the Consolidated Statements of Comprehensive Loss.

Deferred Implementation Costs

The Company capitalizes certain contract fulfillment costs, including personnel and other costs (such as hosting, employee salaries, benefits and payroll taxes), associated with contract arrangements where services are not distinct from other undelivered performance obligations in its customer contracts. The Company analyzes implementation costs and capitalizes those costs directly related to customer contracts that are expected to be recoverable. Deferred implementation costs are amortized ratably over the remaining contract term once the revenue recognition criteria for the respective performance obligation has been met and revenue recognition commences. Deferred implementation costs are included in prepaid and other current assets and other assets, noncurrent in the Consolidated Balance Sheets. Amortization of deferred implementation costs is included in cost of subscription and cost of services revenues in the Consolidated Statements of Comprehensive Loss.

Deferred Revenue

Deferred revenue primarily consists of customer invoicing in advance of revenues being recognized. The Company generally invoices its customers annually in advance for subscription services and maintenance and support. Deferred revenue anticipated to be recognized during the next twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes comparison of future cash flows expected to be generated by the asset or group of assets with the associated assets’ carrying value. If the carrying value of the asset or group of assets exceeds its expected future cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value.

Intangible Assets and Goodwill

The Company has recorded intangible assets and goodwill in connection with past business combinations. Intangible assets that have finite lives are amortized over their useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. During this review, the Company reevaluates the significant assumptions used in determining the original cost and estimated lives of the intangible assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the use of the asset, cash flows and other indicators of value. Management then determines whether the remaining useful life continues to be appropriate or whether there has been an impairment of the intangible assets based primarily upon whether expected future undiscounted cash flows are sufficient to support the assets group's recovery. If impairment exists, the Company would adjust the carrying value of the assets to fair value, generally determined by a discounted cash flow analysis.

Goodwill represents the excess of the purchase consideration over the net of the acquisition-date fair value of identifiable assets acquired, including identifiable intangible assets, and liabilities assumed in connection with business combinations. Goodwill is not amortized but is assessed for impairment as of November 30 of each fiscal year, or more frequently if events or changes in circumstances indicate the fair value of the Company’s sole reporting unit has been reduced below its carrying value. When conducting the annual goodwill impairment assessment, a two-step process is used. The first step is to perform an optional qualitative evaluation as to whether it is more likely than not that the fair value of the Company’s sole reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including but not limited to an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit and future opportunities in the markets in which it operates. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are required to be performed in assessing goodwill for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step, consisting of a quantitative assessment of goodwill impairment. This quantitative assessment requires the Company to compare the fair value of its reporting unit with its carrying value. If the carrying amount exceeds the fair value, an impairment charge will be recognized, however, loss cannot exceed the total amount of goodwill allocated to the reporting unit. Based on the results of the qualitative review of goodwill performed as of November 30, 2024, the Company did not identify any indicators of impairment. As such, the quantitative assessment described above was not necessary.

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Equity Investments

Investments in equity securities of privately held companies without readily determinable fair value, where the Company does not exercise significant influence over the investee, are recorded at cost, less impairment and adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. Adjustments resulting from impairment, fair value, or observable price changes are accounted for in the Consolidated Statements of Comprehensive Loss.

Financial Instruments

The carrying amount of the Company’s financial instruments, which include cash equivalents, receivables and accounts payable, and equity investments approximates their fair values at December 31, 2024 and 2023. For additional information on the Company’s fair value measurements, see Note 9 to the Consolidated Financial Statements.

Convertible Senior Notes

The Company records the principal amount of its convertible notes (the "Notes") as a liability. Issuance costs attributable to the Notes are being amortized on a straight-line basis over the respective terms of the Notes and are presented as a direct deduction from current portion of convertible debt, net and convertible debt, net, noncurrent in the Consolidated Balance Sheets.

Research and Development

Research and development costs for software sold to customers are generally expensed as incurred. These costs include salaries and personnel costs, including employee benefits, third-party contractor expenses, software development tools, an allocation of facilities and depreciation expenses and other expenses in developing new solutions and upgrading and enhancing existing solutions.

Software Development Costs

Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. To date, software development costs incurred between completion of a working prototype and general availability of the related product have not been material.

Revenue Recognition

The Company derives its revenues primarily from subscriptions, services, and associated software maintenance and support.

The Company determines revenue recognition through the following steps:

•identification of the contract, or contracts, with a customer;

•identification of the performance obligations in the customer contract(s);

•determination of the transaction price;

•allocation of the transaction price to each performance obligation in the customer contract(s); and

•recognition of revenue when, or as, the Company satisfies a performance obligation.

Subscription revenue

Subscription revenue primarily consists of subscription fees that give customers access to one or more of the Company's cloud applications with related customer support. The Company generally recognizes subscription revenue ratably over the contractual term of the arrangement beginning with commencement of service. Subscription revenue related to certain offerings, where the overage fees are based on a number of transactions, are recognized on an expected value basis. The Company's subscription contracts do not provide customers with the right to take possession of the software supporting the

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service and, as a result, are accounted for as service contracts. The Company's subscription contracts are generally one to five years in length and primarily billed annually in advance.

Maintenance and support revenue

Maintenance and support revenue includes customer support for on-premises licenses and the right to unspecified software updates and enhancements. The Company recognizes revenue from maintenance and support arrangements ratably over the period in which the services are provided. The Company's maintenance and support contracts are generally one year in length, billed annually in advance, and non-cancelable.

Services revenue

Services revenue primarily consists of fees for configuration services, consulting and training. The Company typically sells its services either on a fixed-fee or time-and-material basis. Services revenue is generally recognized as the services are performed for time and material contracts, or on a proportional performance basis for fixed-price contracts. Training revenue is recognized as the services are rendered.

Judgments are required in determining whether services contained in the Company's customer subscription contracts are considered distinct, including whether the services are capable of being distinct and whether they are separately identifiable. Services deemed to be distinct are accounted for as a separate performance obligation on a relative standalone selling price basis and revenue is recognized as the services are performed. If services are determined not to be distinct, the services and the subscription are considered to be a single performance obligation and revenue is recognized over the contractual term of the subscription beginning on the date subscription services are made available to the customer. The associated revenue is allocated between subscription and services.

Customer contracts with multiple performance obligations

A portion of the Company's customer contracts contain multiple performance obligations. Judgment is required in determining whether multiple performance obligations contained in a single customer contract are capable of being distinct and are separately identifiable. An obligation determined to be distinct is accounted for as a separate performance obligation and revenue for that separate performance obligation is recognized when, or as, the Company satisfies the performance obligation. If obligations are determined not to be distinct, those obligations are accounted for as a single, combined performance obligation. The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

Disaggregation of revenue

The Company categorizes revenue from external customers by geographic area based on the location of the customer's headquarters. For additional information regarding the Company's revenue by geography, see Note 17 to the Consolidated Financial Statements.

Foreign Currency

The Company has certain contracts denominated in foreign currencies and therefore a portion of the Company’s revenue is subject to foreign currency risks. Gains and losses from foreign currency transactions, such as those resulting from the settlement of receivables, are classified in other income, net included in the accompanying Consolidated Statements of Comprehensive Loss.

The functional currency of PROS France SAS ("PROS France") is the Euro. The financial statements of this subsidiary are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for the period for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive loss as a component of stockholders’ (deficit) equity.

Noncash Share-Based Compensation

The Company's Amended and Restated 2017 Equity Incentive Plan (the "2017 Stock Plan") provides for noncash share-based compensation through the grant of: (i) restricted stock awards; (ii) restricted stock unit awards - time, performance and market-based ("RSUs"); (iii) stock options; (iv) stock appreciation rights ("SARs"); (v) phantom stock; and (vi) performance awards, such as market stock units ("MSUs"). To date, the Company has granted RSUs and MSUs from this plan.

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The Company issues common stock from its pool of authorized stock upon exercise of stock options, settlement of SARs and MSUs or upon vesting of RSUs.

In November 2021, the Company granted inducement awards in an aggregate amount of 332,004 shares in accordance with NYSE Rule 303A.08. These inducement awards were in the form of RSUs granted to certain new employees in connection with the acquisition of PROS Florida LLC (formerly EveryMundo, LLC, and hereafter "EveryMundo").

As part of the EveryMundo acquisition in November 2021, the purchase agreement included equity consideration of 273,120 shares of the Company's common stock to be issued to the recipients contingent on their employment with the Company during a two-year period. Based on the underlying agreements, this portion of the consideration was determined to represent post-combination noncash share-based compensation expense from an accounting perspective as opposed to purchase consideration. The equity consideration stock awards were fully vested and expensed as of December 31, 2023.

The following table presents the number of awards outstanding for each award type as of December 31, 2024 and 2023 (in thousands):


	December 31,
Award type	2024	2023

Restricted stock units (time-based)	2,660	2,767



Market stock units	439	358

Restricted stock units. The fair value of the RSUs (time-based) is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period.

Market stock units. MSUs are performance-based awards that vest based upon the Company’s relative shareholder return. The actual number of MSUs that will be eligible to vest is based on the total shareholder return of the Company relative to the total shareholder return of the Russell 2000 Index ("Index") over a 3-year period ending December 31, 2025, December 31, 2026 and December 31, 2027 ("Performance Period"), respectively. The MSUs will vest on January 31, 2026, January 31, 2027 and January 31, 2028, respectively. The maximum number of shares issuable upon vesting is 200% of the MSUs initially granted based on the average price of the Company's common stock relative to the Index during the Performance Period. The Company estimates the fair value of MSUs on the date of grant using a Monte Carlo simulation model. The determination of the fair value of the MSUs is affected by the Company’s stock price and a number of assumptions including the expected volatility of the Company’s stock and the Index, its risk-free interest rate and expected dividends. The Company’s expected volatility at the date of grant was based on the historical volatilities of the Company and the Index over the Performance Period.

Equity consideration. The fair value of the equity consideration stock awards is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period.

If factors change and the Company employs different assumptions, noncash share-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned noncash share-based compensation expense. Future noncash share-based compensation expense and unearned noncash share-based compensation will increase to the extent that the Company grants additional equity awards to employees.

At December 31, 2024, there were an estimated $71.5 million of total unrecognized compensation costs related to noncash share-based compensation arrangements. These costs will be recognized over a weighted average period of 2.6 years. For further discussion of the Company’s noncash share-based compensation plans, see Note 12 to the Consolidated Financial Statements.

Income Taxes

The Company uses the asset and liability method to account for income taxes, including recognition of deferred tax assets and liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in the valuation allowance from period to period are included in the Company’s tax provision in the period of change.

The Company accounts for uncertain income tax positions recognized in an enterprise’s financial statements in accordance with the income tax topic of the ASC issued by the FASB. This interpretation requires companies to use a

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prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in its tax returns. This guidance provides clarification on recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The Company recognizes accrued interest and penalties related to income taxes, if any, as a component of income tax expense. For additional information regarding the Company’s income taxes, see Note 13 to the Consolidated Financial Statements.

Segment Reporting

The Company reports as one operating segment with the Chief Executive Officer ("CEO") acting as the Company’s chief operating decision maker. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has a single reporting unit, and there are no segment managers who are held accountable for operations, operating results or components below the consolidated unit level.

Earnings Per Share

The Company computes basic earnings (loss) per share by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed by giving effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible notes using the if-converted method. Dilutive potential common shares consist of shares issuable upon the vesting of restricted stock units, market stock units and equity consideration. When the Company incurs a net loss, the effect of the Company's outstanding restricted stock units, market stock units, equity consideration and convertible notes are not included in the calculation of diluted earnings (loss) per share as the effect would be anti-dilutive. Accordingly, basic and diluted net loss per share are identical.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and other segment items on an annual and interim basis. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The ASU is to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the new standard in the fourth quarter of 2024, see Note 17 to the Consolidated Financial Statements.

Recent 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 other recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2024, that are of significance or potential significance to the Company.

3. Trade and Other Receivables, Net

Accounts receivable at December 31, 2024 and 2023, consists of the following (in thousands):

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	December 31,
	2024		2023
Accounts and other receivables	$	58,655	$	41,826
Contract assets and unbilled receivables	7,249		7,806
Total receivables	65,904		49,632
Less: Allowance for credit losses	(922)		(574)
Trade and other receivables, net	$	64,982	$	49,058

The bad debt (recovery) expense reflected in general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022, totaled approximately $0.3 million, zero and $(0.3) million, respectively.

4. Deferred Costs

Deferred costs, which primarily consist of capitalized sales commissions, were $16.1 million and $15.1 million as of December 31, 2024 and 2023, respectively. Amortization expense for the deferred costs was $4.6 million, $5.7 million and $5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.

5. Deferred Implementation Costs

Deferred implementation costs, which relate to certain customer contract fulfillment costs, were $0.7 million and $1.0 million as of December 31, 2024 and 2023, respectively. Amortization expense for the deferred implementation costs was $0.5 million, $0.8 million and $1.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.

6. Property and Equipment, Net

Property and equipment, net as of December 31, 2024 and 2023 consists of the following:


		December 31,
	Estimated useful life	2024		2023
Furniture and fixtures	5-10 years	$	6,108	$	6,300
Computers and equipment	3-5 years	5,227		14,216
Software	3-6 years	5,558		5,552
Capitalized internal-use software development costs	3 years	10,843		11,879
Leasehold improvements	Shorter of lease term or useful life	20,802		21,727

Property and equipment, gross		48,538		59,674
Less: Accumulated depreciation and amortization		(28,793)		(36,623)
Property and equipment, net		$	19,745	$	23,051

Depreciation and amortization was approximately $3.7 million, $4.5 million and $5.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company disposed of approximately $11.0 million, $2.7 million and $3.1 million, respectively, of fully depreciated assets. During the years ended December 31, 2024, 2023 and 2022, the Company recognized $0.8 million, $0.1 million and zero, respectively, of loss on disposal of assets. The disposal in 2024 related to a lease modification, see Note 7 for additional information. As of December 31, 2024 and 2023, the Company had approximately $6.0 million and $14.6 million, respectively, of fully depreciated assets in use.

During the years ended December 31, 2024 and 2023, the Company capitalized immaterial amounts of internal-use software development costs related to its subscription solutions. As of December 31, 2024 and 2023, $10.8 million and $11.9 million, respectively, of capitalized internal-use software development costs were subject to amortization and $10.7 million and $11.8 million, respectively, of capitalized internal-use software development costs were included in accumulated depreciation and amortization for the years ended December 31, 2024 and 2023.

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The Company did not identify any impairment indicators and recorded no impairment charges in the years ended December 31, 2024 and 2023. During the year ended December 31, 2022, the Company recorded a $1.6 million impairment charge related to fixed assets. The impairment resulted from the Company's changed intentions for these assets in connection with a new agreement with a software vendor.

7. 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 9 years. Some of these leases include options to extend for up to 15 years, and some include options to terminate within 1 year. The Company includes options in the lease terms when it is reasonably certain the Company will exercise that option.

As of December 31, 2024, the Company did not have any finance leases.

The components of operating lease expense were as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Operating lease cost	$	6,548	$	6,684	$	8,576
Variable lease cost	5,064		5,408		4,264
Sublease income	(48)		(285)		(222)
Total lease cost	$	11,564	$	11,807	$	12,618

Supplemental information related to leases was as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Cash paid for amounts included in the measurement of lease liability:
Cash paid for operating lease liabilities	$	7,335	$	8,673	$	8,423
Right-of-use asset obtained in exchange for operating lease liability	$	5,976	$	3,207	$	787

December 31, 2024

December 31, 2023

Weighted average remaining lease term:

Operating leases

7.5 years

8.4 years

Weighted average discount rate:

Operating leases

6.12

8.13

In December 2024 and 2023, the Company modified an existing operating lease to add one year to the original lease term. The modification resulted in an increase in the related right-of-use asset and corresponding lease liability of $3.4 million in 2024 and $2.4 million in 2023.

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 Consolidated Statements of Comprehensive Loss.

In January 2023 and 2022, an existing operating lease was modified due to a change in future payments. The result of the 2023 modification was a decrease in the related right-of-use asset and corresponding lease liability of $1.0 million and the result of the 2022 modification was a decrease in the related right-of-use asset and corresponding lease liability of $2.7 million.

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As of December 31, 2024, maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
2025	$	7,827
2026	3,900
2027	3,808
2028	3,861
2029	3,913
Thereafter	14,486
Total operating lease payments	37,795
Less: Imputed interest	(7,698)

Total operating lease liabilities	$	30,097

8. Goodwill and Intangible Assets

The change in the carrying amount of goodwill for the years ended December 31, 2024 and 2023, was as follows (in thousands):


Balance as of December 31, 2022	$	107,561


Foreign currency translation adjustments	299
Balance as of December 31, 2023	107,860


Foreign currency translation adjustments	(582)
Balance as of December 31, 2024	$	107,278

The goodwill balance related to PROS France is denominated in Euros and the goodwill balance related to PROS Travel Commerce, Inc. (formerly Vayant Travel Technologies, Inc.), Pros Travel Retail SAS (formerly Travelaer SAS) and EveryMundo is denominated in U.S. dollars.

Intangible assets consisted of the following as of December 31, (in thousands):


		December 31, 2024
	Weighted average useful life (years)	Gross Carrying Amount		Accumulated Amortization*		Net Carrying Amount
Developed technology	6	$	41,861	$	37,055	$	4,806

Maintenance relationships	8	3,327		3,327		—
Customer relationships	5	17,880		16,933		947
Trade name	8	2,100		809		1,291
Acquired technology	2	1,925		1,925		—
Total		$	67,093	$	60,049	$	7,044

*Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, had an immaterial impact on intangible assets as of December 31, 2024.


		December 31, 2023
	Weighted average useful life (years)	Gross Carrying Amount		Accumulated Amortization*		Net Carrying Amount
Developed technology	6	$	42,394	$	34,314	$	8,080

Maintenance relationships	8	3,424		3,424		—
Customer relationships	5	17,926		15,881		2,045
Trade name	8	2,100		547		1,553
Acquired technology	2	1,925		1,925		—
Total		$	67,769	$	56,091	$	11,678

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*Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, had an immaterial impact on intangible assets as of December 31, 2023.

Intangible asset amortization expense for the years ended December 31, 2024, 2023 and 2022 was $4.6 million, $6.2 million and $9.8 million, respectively. As of December 31, 2024, the expected future amortization expense for the acquired intangible assets for each of the five succeeding years and thereafter was as follows (in thousands):


Year Ending December 31,	Amount
2025	$	3,736
2026	2,533
2027	263
2028	263
2029	249
Thereafter	—
Total amortization expense	$	7,044

9. Fair Value Measurements

The Company adopted fair value measurements guidance for financial and nonfinancial assets and liabilities. The guidance defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements.

The guidance defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices for similar assets or liabilities in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

A portion of the Company’s existing cash and cash equivalents are invested in short-term interest-bearing obligations with original maturities less than 90 days, principally various types of treasury funds, money market funds and deposits in banks. The Company does not enter into investments for trading or speculative purposes.

At December 31, 2024 and 2023, the Company had approximately $149.5 million and $153.2 million, respectively, invested in treasury funds, money market funds, and interest-bearing deposits in banks. The fair value of those investments is determined based on quoted market prices, which represents level 1 in the fair value hierarchy as defined by Accounting Standard Codification ("ASC") 820, "Fair Value Measurement and Disclosure."

The fair value of the Company's Notes is classified in the level 2 hierarchy. See Note 14 for further detail regarding the Notes.

As of December 31, 2024 and 2023, the Company had $8.0 million of equity securities in privately held companies and a venture fund, which are included in other assets, noncurrent in the Consolidated Balance Sheets. These investments are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. The Company estimates the fair value of its equity investments by considering available information such as pricing in recent rounds of financing and any other readily available market data, which represents level 3 in the fair value hierarchy. An impairment charge to current earnings is recorded when the cost of the investment exceeds its fair value and if a qualitative assessment indicated that the investment is impaired.

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During the fourth quarter of 2023 and the third quarter of 2022, the Company identified observable price changes related to an equity investment without a readily determinable fair value and recorded non-cash gains of $0.8 million and $3.3 million, respectively, in other income, net in the Consolidated Statements of Comprehensive Loss. During the fourth quarter of 2022, the Company identified an observable price change related to another equity investment. The change was determined to be a decrease in fair value below the carrying cost of the equity investment and the Company recorded an impairment loss of $2.0 million in other income, net in the Consolidated Statements of Comprehensive Loss. As of December 31, 2024 and 2023, the Company determined there were no impairments on its equity investments.

10. Deferred Revenue and Performance Obligations

Deferred Revenue

For the years ended December 31, 2024 and 2023, the Company recognized approximately $119.7 million and $110.1 million, respectively, of revenue that was included in the deferred revenue balances at the beginning of the respective periods and primarily related to subscription services, maintenance and support, and other services.

Performance Obligations

As of December 31, 2024, the Company expects to recognize approximately $475.7 million of revenue from remaining performance obligations. The Company expects to recognize revenue on approximately $246.7 million of these performance obligations over the next 12 months, with the balance recognized thereafter.

11. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Year Ended December 31,
	2024		2023		2022
Numerator:
Net loss	$	(20,475)	$	(56,354)	$	(82,246)
Denominator:
Weighted average shares (basic)	47,116		46,155		45,269
Dilutive effect of potential common shares	—		—		—
Weighted average shares (diluted)	47,116		46,155		45,269
Basic loss per share	$	(0.43)	$	(1.22)	$	(1.82)
Diluted loss per share	$	(0.43)	$	(1.22)	$	(1.82)

Dilutive potential common shares consist of shares issuable upon the vesting of RSUs, MSUs and equity consideration. Potential common shares determined to be antidilutive and excluded from diluted weighted average shares outstanding were approximately 1.9 million, 1.5 million and 2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Potential common shares related to the Notes determined to be antidilutive and excluded from diluted weighted average shares outstanding were 6.5 million, 6.0 million and 5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

12. Noncash Share-Based Compensation

Employee Noncash Share-based Compensation Plans

2017 Stock Plan. The Company’s 2017 Stock Plan provides for the issuance of awards to employees, officers, directors and certain other individuals providing services to the Company who are eligible to receive awards. 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. The Company may provide these incentives through the grant of: (i) restricted stock awards; (ii) RSUs (time, performance and market-based); (iii) stock options; (iv) SARs; (v) phantom stock; and (vi) performance awards, such as MSUs.

As of December 31, 2024, the Company had outstanding equity awards to acquire 3,089,202 shares of its common stock held by the Company’s employees, directors and consultants under the 2017 Stock Plan (assuming MSU performance at

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100% of the MSUs initially granted), and inclusive of 2,650,495 RSUs and 438,707 MSUs. As of December 31, 2024, 3,232,207 shares remain available for grant under the 2017 Stock Plan. As of December 31, 2024, there were no options, SARs, restricted stock awards or phantom stock issued under the 2017 Stock Plan.

Inducement awards. In November 2021, the Company granted inducement awards in an aggregate amount of 332,004 shares in accordance with NYSE Rule 303A.08. These inducement awards were in the form of RSUs granted to certain new employees in connection with the acquisition of EveryMundo. As of December 31, 2024, the Company had 9,224 outstanding equity inducement awards (the inducement awards, together with the 2017 Stock Plan are referred to as the "Stock Plans").

Noncash share-based compensation expense for all noncash share-based payment awards granted is determined based on the grant date fair value of the award. The Company recognizes compensation expense, net of estimated forfeitures, which represents noncash share-based awards expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term. Noncash share-based awards typically vest over four years. The Company estimates forfeiture rates based on its historical experience for grant years where the majority of the vesting terms have been satisfied. Changes in estimated forfeiture rates are recognized through a cumulative catch-up adjustment in the period of change and thus impact the amount of noncash share-based compensation expense to be recognized in future periods.

Noncash share-based compensation expense is allocated to expense categories on the Consolidated Statements of Comprehensive Loss. The following table summarizes noncash share-based compensation expense for the years ended December 31, 2024, 2023 and 2022 (in thousands).


	Year Ended December 31,
	2024		2023		2022
Share-based compensation:
Cost of revenue	$	4,576	$	3,923	$	3,898
Operating expenses:
Selling and marketing	9,209		11,834		12,360
Research and development	8,799		10,524		12,496
General and administrative	18,170		16,076		13,960
Total included in operating expenses	36,178		38,434		38,816
Total share-based compensation expense	$	40,754	$	42,357	$	42,714

RSUs (time-based)

The Company has granted time-based RSUs under the Stock Plans. Time-based RSUs granted to employees and consultants have historically vested in equal annual installments over a one to four-year period from the grant date. RSUs granted to employees and consultants since 2022 vest 25% after one year and in equal quarterly installments for the remaining term of the award which is typically three additional years. RSUs granted to independent directors vest upon the earlier of one year from the date of grant or the next annual meeting of stockholders.

The following table summarizes the Company's unvested time-based RSUs as of December 31, 2024, and changes during the year then ended (number of shares in thousands):


	Number of shares	Weighted average grant date fair value		Weighted average remaining contractual term (years)
Unvested at December 31, 2023	2,767	$	30.50
Granted	1,618	32.61
Vested	(1,197)	31.58
Forfeited	(528)	31.14
Unvested at December 31, 2024	2,660	$	31.17	2.47

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The weighted average grant-date fair value of the time-based RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $32.61, $25.82 and $30.03, respectively. The total fair value as of the respective vesting date of time-based RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $36.7 million, $27.0 million and $24.6 million, respectively.

MSUs

In 2022, 2023 and 2024, the Company granted MSUs under the Stock Plans to certain executive employees. The MSUs are performance-based awards that vest based upon the Company’s relative shareholder return. The actual number of MSUs that will be eligible to vest is based on the total shareholder return of the Company relative to the total shareholder return of the Index over the 3-year Performance Period. The 2022 MSUs will vest on January 31, 2025, the 2023 MSUs will vest on January 31, 2026 and the 2024 MSUs will vest on January 31, 2027. The MSUs maximum number of shares issuable upon vesting is 200% of the MSUs initially granted. The following table summarizes the Company's MSUs activity for the year ended December 31, 2024 (number of shares in thousands):


	Number of unvested awards	Weighted average grant date fair value		Weighted average remaining contractual term (years)
Unvested at December 31, 2023	358	$	38.21
Granted	180	39.95
Vested	(30)	50.05
Forfeited	(69)	50.05
Expired	—	—
Unvested at December 31, 2024	439	$	36.25	1.23

The total fair value as of the respective vesting date of the MSUs vested during the years ended December 31, 2024, 2023 and 2022 was $1.0 million, zero and zero, respectively.

The Company estimates the fair value of MSUs on the date of grant using a Monte Carlo simulation model. The determination of the fair value of the MSUs is affected by the Company's stock price and a number of assumptions including the expected volatilities of the Company's stock and the Index, its risk-free interest rate and expected dividends. The Company's expected volatility at the date of grant was based on the historical volatilities of the Company and the Index over the Performance Period. The Company did not estimate a forfeiture rate for the MSUs due to the limited size, the vesting period and nature of the grantee population. Significant weighted average assumptions used in the Monte Carlo simulation model for MSUs granted during the years ended December 31, 2024, 2023 and 2022 are as follows:


	Year Ended December 31,
	2024	2023	2022
Volatility	51.24%	63.26%	54.50%
Risk-free interest rate	4.14%	3.76%	1.20%
Expected award life in years	2.90	2.97	2.97
Dividend yield	—%	—%	—%

Employee Stock Purchase Plan

The Company's Employee Stock Purchase Plan ("ESPP") provides for eligible employees to purchase 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 year ended December 31, 2024, the Company issued 83,706 shares under the ESPP. As of December 31, 2024, 199,411 shares remain authorized and available for issuance under the ESPP. As of December 31, 2024, the Company held approximately $1.0 million on behalf of employees for future purchases under the ESPP, and this amount was recorded in accrued liabilities in the Company's Consolidated Balance Sheet.

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13. Income Taxes

The income tax provision consisted of the following for the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	—	$	—	$	—
State and Foreign	1,314		933		932
	1,314		933		932
Deferred:
Federal	—		—		—
State	—		—		—
Income tax provision	$	1,314	$	933	$	932

The differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate of 21% for the years ended December 31, 2024, 2023 and 2022, respectively, were as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Provision at the U.S. federal statutory rate	$	(4,024)	$	(11,639)	$	(17,076)
Increase (decrease) resulting from:

Nondeductible expenses	1,059		622		215

Statutory to GAAP income adjustment	(34)		28		238


Noncash share-based compensation	2,225		3,221		3,971

Other	275		117		(64)
Foreign withholding taxes	792		705		506
Cancellation of debt income	—		2,272		—
Incremental benefits for tax credits	(1,776)		(1,599)		(1,976)
Change in tax rate/income subject to lower tax rates	(61)		3,208		(865)
Change related to prior tax years	(751)		(774)		(662)

Change in valuation allowance	3,609		4,772		16,645
Income tax provision	$	1,314	$	933	$	932

The Company’s effective tax rate was (7)%, (2)% and (1)% for the years ended December 31, 2024, 2023 and 2022, respectively.

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The tax effects of temporary differences and other tax attributes that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows (in thousands):


	Year Ended December 31,
	2024		2023








Noncurrent deferred taxes:
Property and equipment	$	(374)	$	(869)
Noncash share-based compensation	2,729		3,363
Disallowed interest expense	4,961		7,347


Amortization	1,345		1,850

Operating lease right-of-use assets	(8,821)		(8,818)
Operating lease liabilities	11,830		12,312
R&E tax credit carryforwards	20,060		18,461
Capitalized research and development expenses	32,642		22,575
Deferred revenue	1,240		849

Federal Net Operating Losses ("NOLs")	83,875		90,964
State NOLs	2,244		2,267
State R&E tax credits	4,157		4,157
Foreign NOLs	17,184		15,132
Foreign tax credit carryforward	1,600		2,033
Other	(2,659)		(3,814)
Total noncurrent deferred tax assets	172,013		167,809
Less: Valuation allowance	(171,832)		(167,632)

Total net deferred tax asset	$	181	$	177

The net deferred tax asset is included in other assets, noncurrent in the accompanying Consolidated Balance Sheets.

The Company continues to record a valuation allowance against its U.S. federal, U.S. state, and France net deferred tax balances. This valuation allowance is evaluated periodically and will be reversed partially or in whole if business results and the economic environment have sufficiently improved to support realization of some or all of the Company's deferred tax assets. In performing the analysis throughout 2024, the Company determined there was no sufficient positive evidence to outweigh the current and historic negative evidence to determine that it was more likely than not that the deferred assets would not be realized. Therefore, the Company continues to have a valuation allowance against net deferred tax assets as of December 31, 2024 and 2023.

The U.S. federal net operating losses, R&E tax credit and U.S. foreign tax credit carryforward amount available to be used in future periods, taking into account the Internal Revenue Code Section 382 ("Section 382") annual limitation and current year losses, is approximately $399.4 million, $24.2 million and $1.6 million, respectively. The Company’s net operating losses will begin to expire in 2034, R&E credits will begin to expire in 2031 and foreign tax credits began to expire in 2022. The U.S. net operating losses generated after January 1, 2018 have no expiration. Also included in foreign net operating losses are $68.7 million of French carryforwards which have no expiration.

The Company has federal and state net operating loss carryforwards related to current and prior year operations and acquisitions. Section 382 places certain limitations on the annual amount of U.S. net operating loss carryforwards that can be utilized when a change of ownership occurs. The Company believes the past acquisitions were changes in ownership pursuant to Section 382, however, the federal acquired net operating losses are not subject to limitations. According to French tax law, the net operating loss carryforwards are not subject to ownership change limitations.

Undistributed earnings of the Company’s foreign subsidiaries are considered permanently reinvested and, accordingly, no provision for U.S. federal or state income taxes or non-U.S. withholding taxes has been provided thereon. The cumulative amount of positive undistributed earnings of the Company’s non-U.S. subsidiaries, if any, was minimal for the years ended December 31, 2024 and 2023. The Company is presently investing in international operations located in Europe, North America, United Arab Emirates, Australia, Hong Kong and Singapore. The Company is funding the working capital needs of its

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foreign operations through its U.S. operations. In the future, the Company plans to utilize its foreign undistributed earnings, as well as continued funding from its U.S. operations, to support its continued foreign investment.

For the years ended December 31, 2024, 2023 and 2022, the Company had no balance in its reserve for unrecognized tax benefits. The Company continually monitors tax positions and will evaluate if any new positions need to be added during the next twelve months.

The Company has received notification of a U.S. income tax audit for the calendar year 2022. The Company is currently under an income tax audit in Bulgaria for the calendar year 2018. No material taxes are expected to arise from the audits. The Company files tax returns in the U.S. and various foreign jurisdictions. The Company may be subject to U.S. federal income tax examination for the calendar years 2014 through 2023, France tax examination for the calendar years 2022 through 2024, and state and foreign income tax examination for various years depending on the statute of limitation of those jurisdictions.

14. Convertible Senior Notes

The Company issued $143.8 million principal amount of the 2024 Notes in May 2019 and $150.0 million principal amount of the 2027 Notes in September 2020. 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. The 2027 Notes mature on September 15, 2027, unless redeemed or converted in accordance with their terms prior to such date.

The interest rate for the 2024 Notes was fixed at 1% per annum and interest was payable semiannually in arrears on May 15 and November 15 of each year, commencing on November 15, 2019. The interest rate for the 2027 Notes is fixed at 2.25% per annum and interest is payable semiannually in arrears in cash on March 15 and September 15 of each year, beginning on March 15, 2021.

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. 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. The initial conversion price for each of the Notes is subject to adjustment upon the occurrence of certain specified events.

The Notes are each 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).

On or after February 15, 2024 and June 15, 2027, respectively, to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2024 and 2027 Notes, respectively, regardless of the contingent conversion conditions described herein. Upon conversion, the Company will pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, as described in the indenture governing the 2024 and 2027 Notes.

Holders may convert their 2024 and 2027 Notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2024 and June 15, 2027, respectively, only under the following circumstances:

•during the five consecutive business day period immediately following any five consecutive trading day period (the "Measurement Period") in which the trading price per 2024 and 2027 Note, respectively, for each day of that Measurement Period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such day;

•during any calendar quarter commencing after the calendar quarter ending on June 30, 2019 and December 31, 2020, respectively, if the last reported sale price of the common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; or

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•upon the occurrence of specified corporate events.

If a fundamental change (as defined in the relevant indenture governing the applicable series of Notes) occurs prior to the maturity date, holders of each of the Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount at maturity of the Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date.

On August 23, 2023, the Company entered into legally binding exchange agreements with a limited number of existing holders of the 2024 Notes to exchange approximately $122.0 million aggregate principal amount of the existing 2024 Notes for a principal amount of the 2027 Notes at an exchange ratio to be determined based on the daily volume-weighted average trading price of the Company’s common stock over a thirty-day trading period beginning August 24, 2023 (such exchange transactions, the “Exchange”).

Although the Exchange was not completed until October 10, 2023, the Company determined that, from an accounting perspective, the Exchange was a legally binding restructuring of the debt that represented a substantial modification of the terms of the 2024 Notes subject to the Exchange, and therefore was required to be accounted for as an extinguishment transaction in August 2023. The Company derecognized the portion of the carrying value of the 2024 Notes to be exchanged and recorded the new debt resulting from the substantial modification of terms at fair value as of August 23, 2023, which was approximately $123.3 million, and recorded a $1.8 million loss on debt extinguishment in the third quarter of 2023. The loss on debt extinguishment was included in other income, net in the Consolidated Statements of Comprehensive Loss.

The Company concluded that the variability in the principal amount of the 2027 Notes to be issued in connection with the Exchange due to changes in stock price was a feature embedded in the restructured debt that was required to be accounted for as an embedded derivative and remeasured to fair value until settlement. This feature was recorded in convertible debt, net, with an initial value at the time of the transaction equal to zero, and subsequently remeasured at settlement with a fair value of $3.9 million. At settlement and for the year ended December 31, 2023, the Company recorded a derivative loss of $3.9 million which is included in other income, net in the Consolidated Statements of Comprehensive Loss. 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, interest rates and the value of the 2027 Notes, which represent level 2 in the fair value hierarchy.

On October 10, 2023, the Company settled the exchange agreements for the exchange of $122.0 million aggregate principal amount of its outstanding 2024 Notes for newly issued $116.8 million aggregate principal amount of its outstanding 2027 Notes. Following the settlement of the Exchange, $21.7 million in aggregate principal amount of the 2024 Notes and $266.8 million in aggregate principal amount of the 2027 Notes remained outstanding with terms unchanged as of December 31, 2023. The 2027 Notes issued in the Exchange constitute a further issuance of, and form a single series and will be fungible with, the existing 2027 Notes. The effective interest rate related to the amortization of the premium on the 2027 Notes issued in the Exchange was 2.14%. The Company incurred debt issuance costs of $2.2 million related to the Exchange which was recorded in convertible debt, net during the year ended December 31, 2023.

As of December 31, 2024, the 2027 Notes are not yet convertible, and their remaining life is approximately 33 months.

As of December 31, 2024 and 2023, the fair value of the principal amount of the Notes was $250.5 million and $320.5 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):


	December 31, 2024		December 31, 2023

Principal	$	266,816	$	288,529
Debt premium, net of amortization	7,092		9,776
Debt issuance costs, net of amortization	(3,111)		(4,313)
Net carrying amount	$	270,797	$	293,992

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The following table sets forth total interest expense recognized related to the Notes (in thousands):


	Year Ended December 31,
	2024		2023		2022
Coupon	$	6,078	$	5,145	$	4,813
Amortization of debt issuance costs	1,202		1,349		1,491
Amortization of debt premium	(2,684)		(612)		—
Total	$	4,596	$	5,882	$	6,304

Capped Call Transactions

In May 2019 and in September 2020, in connection with the offering of the 2024 and 2027 Notes, respectively, the Company entered into privately negotiated capped call transactions (collectively, the "Capped Call") with certain option counterparties. The Capped Call transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock initially underlying the Notes, at a strike price that corresponds to the initial conversion price of the Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The Capped Call transactions are intended to reduce potential dilution to the Company’s common stock and/or offset any cash payments the Company will be required to make in excess of the principal amounts upon any conversion of Notes, and to effectively increase the overall conversion price of the 2024 Notes from $66.05 to $101.62 per share and for the 2027 Notes from $41.82 to $78.90 per share. As the Capped Call transactions meet certain accounting criteria, they are recorded in stockholders’ (deficit) equity and are not accounted for as derivatives. The cost of the Capped Call was $16.4 million and $25.3 million for the 2024 and 2027 Notes, respectively, and was recorded as part of additional paid-in capital. On May 15, 2024, the 2024 Notes matured and the Capped Call associated with the 2024 Notes expired unexercised. The expiration of the 2024 Notes Capped Call did not have an impact on the Consolidated Financial Statements.

In August 2023, in connection with the Exchange, the Company entered into additional capped call transactions (the “Additional Capped Call”) with certain option counterparties. The Company agreed to pay a premium to the option counterparties for the Additional Capped Call for an amount to be determined based on the volume-weighted average trading price of the Company’s common stock over a thirty-day reference period beginning August 24, 2023. The conversion price of the Additional Capped Call is the same as the 2027 Notes Capped Call above. Initial funding of the Additional Capped Call occurred in the third quarter of 2023. The Additional Capped Call had a deferred premium component indexed to the Company's stock price and required to be settled in cash, and therefore the Additional Capped Call was a derivative instrument that, at inception, did not meet the qualifications for equity classification. On October 10, 2023, the Company settled the deferred premium on the Additional Capped Call resulting in a final value of $22.2 million. As a result of the final remeasurement of the derivative asset, the Company recorded a derivative loss of $0.6 million for the year ended December 31, 2023, which was included in other income, net in the Consolidated Statements of Comprehensive Loss. Once the deferred premium was settled, the instrument met the requirements for equity classification and the Company reclassified the Additional Capped Call to additional paid-in capital on the Consolidated Balance Sheet.

15. Credit Facility

On July 21, 2023, the Company, through its wholly owned subsidiary PROS, Inc., entered into a three-year secured credit agreement ("Credit Agreement") with the lenders from time to time party thereto and Texas Capital Bank as administrative agent for the lenders party thereto. The Credit Agreement provides for a revolving line of credit of up to $50.0 million, with interest paid monthly, at a rate per annum equal to the 30-day secured overnight financing rate ("SOFR") plus a 0.10% per annum SOFR adjustment plus an applicable margin of 4.25%. Borrowings under the Credit Agreement are collateralized by a first priority interest in and lien on all of the Company's material assets.

The Credit Agreement contains affirmative and negative covenants, including covenants which restrict the ability of the Company to, among other things, create liens, incur additional indebtedness and engage in certain other transactions, in each case subject to certain exclusions. In addition, the Credit Agreement contains certain financial covenants which become effective in the event the Company's liquidity (as defined in the Credit Agreement) falls below a certain level. The Credit Agreement also has a depository condition which requires the Company to maintain a cash balance of at least $10.0 million with the administrative agent throughout the term of the Credit Agreement. This amount has been included in restricted cash in the Consolidated Balance Sheets. As of December 31, 2024, the Company was in compliance with all financial covenants and the depository condition in the Credit Agreement.

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As of December 31, 2024 and 2023, $0.4 million and $0.7 million, respectively, of unamortized debt issuance costs related to the Credit Agreement are included in prepaid and other current assets and other assets, noncurrent in the Consolidated Balance Sheets. For the years ended December 31, 2024 and 2023, the Company recorded $0.3 million and $0.1 million, respectively, of amortization of debt issuance costs which are included in other income, net in the Consolidated Statements of Comprehensive Loss. As of December 31, 2024, the Company had no outstanding borrowings under the Credit Agreement.

16. Commitments and Contingencies

Litigation

The Company is involved in various legal proceedings, claims and litigation which arise in the ordinary course of the business. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. 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

The purchase commitments consist of agreements to purchase goods and services entered into the ordinary course of business, mainly related to infrastructure platforms, business technology software and support, and other services. The following table summarizes the non-cancelable unconditional purchase commitments for each of the next five years and thereafter as of December 31, 2024 (in thousands). The table below includes a multi-year contract with an obligation to spend $98.5 million by November 2026. The timing of the related payments presented below is based on management's estimate as to when those contractual commitments will be satisfied.


Year Ending December 31,	Amount
2025	$	50,846
2026	54,585
2027	1,392
2028	1,482
2029	1,226
Thereafter	—
Total	$	109,531

Indemnification

The Company’s software agreements generally include certain provisions for indemnifying customers against liabilities if the Company’s software solutions infringe a third party’s intellectual property rights. To date, the Company has not incurred any losses as a result of such indemnifications and has not accrued any liabilities related to such obligations in the Company’s Consolidated Financial Statements.

17. Segment and Geographic 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 vs. 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 Consolidated Statements of Comprehensive Loss. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets.

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Revenue and Long-Lived Assets by Geography

The Company presents financial information on a consolidated basis and does not assess the profitability of its geographic regions. Accordingly, the Company does not attempt to comprehensively assign or allocate costs to these regions and does not produce reports for, or measure the performance of, its geographic regions based on any asset-based metrics. The Company's long-lived assets are located primarily in the U.S.

International revenue for the years ended December 31, 2024, 2023 and 2022, amounted to approximately $216.9 million, $196.7 million and $177.8 million, respectively, representing 66%, 65% and 64%, respectively, of annual revenue.

The following geographic information is presented for the years ended December 31, 2024, 2023 and 2022 (in thousands). The Company categorizes geographic revenues based on the location of the customer’s headquarters.


	Year Ended December 31,
	2024				2023				2022
	Revenue		Percent		Revenue		Percent		Revenue		Percent
The Americas:
United States of America	$	113,508	34	%	$	107,004	35	%	$	98,361	36	%
Other	32,787		10	%	27,239		9	%	25,137		9	%
Subtotal	146,295		44	%	134,243		44	%	123,498		45	%
Germany	33,698		10	%	27,574		9	%	26,202		9	%
The rest of Europe	69,288		21	%	71,896		24	%	57,283		21	%
Asia Pacific	43,794		13	%	39,454		13	%	41,055		15	%
The Middle East	34,816		11	%	28,040		9	%	26,395		9	%
Africa	2,481		1	%	2,501		1	%	1,704		1	%
Total revenue	$	330,372	100	%	$	303,708	100	%	$	276,137	100	%

18. Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and trade accounts receivable. The Company's deposits exceed federally insured limits. For the year ended December 31, 2024, no customer accounted for 10% or more of trade accounts receivables. For the years ended December 31, 2024, 2023 and 2022, no single customer accounted for 10% or more of revenue.

19. Related-Party Transactions

The Company currently has employment agreements with its executive officers. In the event of termination of employment other than for cause, the employment agreements provide separation benefits, including twelve to eighteen months of salary, as well as the vesting of certain equity awards.

20. Employee Retirement Savings Plan

The Company has a 401(k) savings plan for all eligible employees in the United States. Historically, the Company’s matching contribution has been 50% of the first 8% of employee contributions, and the Company may also make discretionary contributions. In April 2023, the Company's matching contribution changed to 50% of the first 4% of employee contributions only for the duration of the year ended December 31, 2023. Matching contributions by the Company in 2024, 2023 and 2022 totaled approximately $3.5 million, $2.7 million and $3.9 million, respectively.

21. Severance and Other Related Costs

In October 2022, the Company reprioritized its investments to focus on supporting key growth areas of its business. As a result of this reprioritization, the Company incurred approximately $4.0 million of severance, employee benefits, outplacement and related costs in the fourth quarter of 2022. These costs were recorded primarily as operating expenses in the Consolidated Statements of Comprehensive Loss, mainly research and development, and sales and marketing. During the quarter ended December 31, 2022, cash payments of $3.1 million were recorded for the incurred costs.

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In the first quarter of 2023, the Company made certain organizational changes and incurred approximately $3.6 million of severance, employee benefits, outplacement and related costs. These costs were recorded primarily as operating expenses in the Consolidated Statements of Comprehensive Loss, mainly research and development, and sales and marketing. During the year ended December 31, 2023, cash payments of $4.1 million were recorded for the incurred severance costs. As of December 31, 2023, all severance and other related costs were fully paid.

22. Other Income, Net

Other income, net consisted of the following (in thousands):


	Year Ended December 31,
	2024		2023		2022
Interest income (expense), net	$	6,220	$	7,728	$	2,333
Foreign currency (loss) gain, net	(1,329)		(1,124)		(613)
Gain/(loss) on equity investments, net (2)	—		828		1,308
Loss on derivatives (1)	—		(4,489)		—
Loss on debt extinguishment (1)	—		(1,779)		—
Other (3)	(434)		(101)		56
Total other income, net	$	4,457	$	1,063	$	3,084

(1) Losses were recognized in connection with the Notes Exchange, see Note 14.

(2) See Note 9 for additional detail on the gain (loss) on equity investments, net.

(3) Includes loss on disposal of assets of $0.8 million related to a lease modification in the first quarter of 2024, see Note 7.

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Schedule II

Valuation and Qualifying Accounts


	Balance at beginning of period		Additions charged to costs and expenses		Deductions (1)		Other (2)		Balance at end of period
Allowance for credit losses
2024	$	574	$	452	$	(104)	$	—	$	922
2023	$	609	$	114	$	(149)	$	—	$	574
2022	$	1,206	$	552	$	(1,149)	$	—	$	609
Valuation allowance
2024	$	167,632	$	3,609	$	—	$	591	$	171,832
2023	$	165,671	$	4,772	$	—	$	(2,811)	$	167,632
2022	$	146,832	$	16,645	$	—	$	2,194	$	165,671

(1) Deductions column represents the reversal of additions previously charged to costs and expenses and uncollectible accounts written off, net of recoveries.

(2) Other column represents the cumulative translation adjustment impact on the allowance.

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Exhibit Index

Exhibit

Provided

Incorporated by Reference

No.

Description

Herewith

Form

Filing Date

3.1

Amended and Restated Certificate of Incorporation.

S-1/A

6/15/2007

3.2

Amended and Restated Bylaws.

8-K

4/29/2020

4.1

Specimen certificate for shares of common stock.

S-1/A

6/11/2007

4.2

Indenture, dated May 7, 2019 between Registrant and Wilmington Trust, National Association, as trustee.

8-K

5/7/2019

4.3

Global Note, dated May 7, 2019 between Registrant and Wilmington Trust, National Association, as trustee.

8-K

5/7/2019

4.4

Indenture, dated September 15, 2020 between Registrant and Wilmington Trust, National Association, as trustee.

8-K

9/16/2020

4.5

Global Note, dated September 15, 2020 between Registrant and Wilmington Trust, National Association, as trustee.

8-K

9/16/2020

4.6

Form of 2.250% Convertible Senior Notes due 2027

8-K

10/10/2023

4.7

Description of Registered Securities.

10-K

2/19/2020

4.8

Credit Agreement dated as of July 21, 2023 between Registrant, the guarantors, and Texas Capital Bank, as administrative agent (certain information redacted).

8-K

7/21/2023

10.1+

Amended and Restated 2017 Equity Incentive Plan, as amended.

DEF-14A

3/31/2023

10.2+

Form of Notice of Grant of Market Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2021).

10-K

2/12/2021

10.3+

Form of Notice of Grant of Market Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2025).

10.4+

Form of Notice of Grant of Restricted Stock Units and Award Agreement under the 2017 Equity Incentive Plan.

10-Q

8/3/2017

10.5+

Form of Notice of Grant of Restricted Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2021).

10-K

2/12/2021

10.6+

Form of Notice of Grant of Restricted Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2022)

10-K

2/18/2022

10.7+

Form of Notice of Grant of Restricted Stock Units and Award Agreement under the 2017 Equity Incentive Plan (Form adopted in 2025).

10.8+

2013 Employee Stock Purchase Plan, as amended.

DEF-14A

4/2/2021

10.9

Office Lease Agreement, dated November 30, 2018, by and between PROS, Inc., and Thor Kirby 3 Group, LLC.

8-K

12/4/2018

10.10+

Second Amended and Restated Employment Agreement, dated December 3, 2018, by and between PROS, Inc., Registrant, and Andres D. Reiner.

8-K

12/4/2018

10.11+

Amended and Restated Employment Agreement, dated November 8, 2023, by and between PROS, Inc., Registrant, and Stefan B. Schulz.

10-K

2/14/2024

10.12+

Employment Agreement, dated April 18, 2024, by and between PROS, Inc., Registrant and Todd McNabb.

8-K

4/18/2024

10.13+

Form of Indemnification Agreement to be entered into among Registrant, its affiliates and its directors and officers.

10-K

2/15/2017

10.14

Form of Base Capped Call Confirmation.

8-K

5/7/2019

10.15

Form of Additional Capped Call Confirmation.

8-K

5/7/2019

10.16

Form of Base Capped Call Confirmation.

8-K

9/16/2020

10.17

Form of Additional Capped Call

8-K

8/24/2023

19.1

Insider Trading Policy

21.1

List of Subsidiaries.

23.1

Consent of PricewaterhouseCoopers LLP.

24.1*

Power of Attorney.

31.1

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

31.2

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/ 15d-14(a).

32.1**

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

97.1

Policy for Recovery of Erroneously Awarded Incentive Compensation

10-K

2/14/2024

Exhibit No.

Description

101.INS

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.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*			Reference is made to page F-35 of this Annual Report on Form 10-K.
**			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.
+			Indicates a management contract or compensatory plan or arrangement.

Table of Contents

Item 16. Form 10-K summary

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Registrant has elected not to include such summary information.

Table of Contents

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 12, 2025.


PROS Holdings, Inc.

By:			/s/ Andres Reiner
			Andres Reiner
			President and Chief Executive Officer

KNOW BY THESE PRESENT, that each person whose signature appears below constitutes and appoints each of Andres Reiner and Stefan Schulz, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of the attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures

Title

Date

/s/ Andres Reiner

President, Chief Executive Officer, and Director
(Principal Executive Officer)

February 12, 2025

Andres Reiner

/s/ Stefan Schulz

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

February 12, 2025

Stefan Schulz

/s/ Scott Cook

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

February 12, 2025

Scott Cook

/s/ William Russell

Chairman of the Board

February 12, 2025

William Russell

/s/ Jennifer Biry

Director

February 12, 2025

Jennifer Biry

/s/ Raja Hammoud

Director

February 12, 2025

Raja Hammoud

/s/ Leland T. Jourdan

Director

February 12, 2025

Leland T. Jourdan

/s/ Catherine Lesjak

Director

February 12, 2025

Catherine Lesjak

/s/ Greg B. Petersen

Director

February 12, 2025

Greg B. Petersen

/s/ John Strosahl

Director

February 12, 2025

John Strosahl

/s/ Timothy V. Williams

Director

February 12, 2025

Timothy V. Williams

EXHIBIT 10.3

PROS Holdings, Inc.

NOTICE OF GRANT OF MARKET STOCK UNITS

(U.S. Participants)

PROS Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Market Stock Units (the “Units”), each of which is a right to receive on the Settlement Date the value of one (1) share of Stock, on the terms and conditions set forth herein and in the Market Stock Units Award Agreement attached hereto (the “Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement. The Award is intended to provide for nonqualified deferred compensation that complies with all requirements of Section 409A of the Internal Revenue Code (“Section 409A”) necessary to avoid tax penalties under Section 409A.

Participant:

_______________________________________________

Grant Date:

January 15, 2025

Target Number of Units:

____________________, subject to adjustment as provided by the Award Agreement.

Maximum Number of Units:

____________________, which is 200% of the Target Number of Units, subject to adjustment as provided by the Award Agreement.

Performance Period:

Beginning January 15, 2025 and ending December 31, 2027, subject to Section 9.1 of the Award Agreement.

Performance Measure:

Relative TSR Percentile, as defined in Appendix A.

Earned Units:

The number of Units (rounded up to the nearest whole Unit), if any (not to exceed the Maximum Number of Units), equal to the product of (i) the Target Number of Units multiplied by (ii) the Relative TSR Multiplier, subject to adjustment as provided in Appendix A.

Settlement Date:

January 31, 2028, subject to the terms of the Award Agreement.

By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Plan and the Award Agreement, both of which are incorporated herein by reference. The Participant acknowledges that copies of the Plan, the Award Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Plan and the Award Agreement, and hereby accepts the Award subject to all of its terms and conditions. The Participant accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Units.

PROS HOLDINGS, INC.

PARTICIPANT

By: ___________________________

By:____________________________

Name: _________________________

Print Name: ____________________

Title: __________________________

Address:

3200 Kirby Dr.

Suite 600

Houston, TX 77098

Attachments: PROS Holdings, Inc. 2017 Equity Incentive Plan, as amended to the Grant Date; Market Stock Units Award Agreement. The prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission (“SEC”) of the shares issuable pursuant to the Award is available on the SEC website at www.sec.gov.

APPENDIX A

Performance Measure and Performance Multiplier

Applicable to Market Stock Unit Award Granted on

January 15, 2025

1.“Relative TSR Percentile” means the percentile (rounded to the nearest whole percentile) of the Company’s TSR ranking relative to the TSRs of the Comparator Companies, determined in accordance with the following formula:

Where,

“R” is an integer equal to the Company’s ranking when the TSRs of the Company and the Comparator Companies are ranked from the highest to the lowest TSR, with the highest being one (1); and

“N” is equal to the number of Comparator Companies plus the Company.

For example, if there are 1999 Comparator Companies and the Company’s TSR ranked 500th highest among the TSRs of a group of 2000 Companies (i.e., the Comparator Companies plus the Company), the Relative TSR Percentile of the Company would be 75%, which is the result of (1 – ((500 – 1)/(2000-1))) x 100% (rounded to the nearest whole percentile).

2.“TSR” or Total Stockholder Return means, for the Company and each Comparator Company, the growth rate for the Performance Period, expressed as a percentage (rounded to the nearest 1/100 of 1%), in the value of one share of such company’s common stock during the Performance Period due to the appreciation in the price per share and dividends paid during such period with respect to such share, assuming dividends are reinvested on the ex-dividend date.

Where,

“Ending Price” is the Ending Average Per Share Closing Price of such company;

“Dividends” are the aggregate values of all dividends paid to a stockholder of record of such company with respect to one share of common stock during the Performance Period; and

“Beginning Price” is the Beginning Average Per Share Closing Price of such company.

3.“Beginning Average Per Share Closing Price” means, for the Company and each Comparator Company, the Average Per Share Closing Price for the 10 trading days beginning with the first day of the Performance Period.

4.“Comparator Companies” means each of the companies, other than the Company, included in the Russell 2000 Index and determined in accordance with Appendix B.

5.“Earned Units” means the number of Units (rounded up to the nearest whole Unit), if any (not to exceed the Maximum Number of Units), equal to the product of (i) the Target Number of Units multiplied by (ii) the Relative TSR Multiplier; provided, however, that if the fair market value of the Earned Units, determined by multiplying the number of Earned Units by the Fair Market Value on the day immediately prior to the Settlement Date (the “Delivered Value”), is greater than seven (7) times the fair market value of the target award on date of grant, determined by multiplying the target number of units by the Fair Market Value on the Grant Date (the “Cap”), the number of Earned Units shall be reduced to the whole number of Earned Units such that the Delivered Value is as close as possible to, but does not exceed, the Cap and the Participant shall have no right to receive any shares of Stock that relate to such required reduction in the Earned Units.

6.“Ending Average Per Share Closing Price” means, for the Company and each Comparator Company, the Average Per Share Closing Price for the 10 trading days ending with (and including) the last trading day of the applicable Performance Period.

7.“Average Per Share Closing Price” means, for the Company and each Comparator Company, the average of the daily closing prices per share of common stock of such company as reported on the national or regional securities exchange or quotation system constituting the primary market for such common stock for all trading days falling within the applicable averaging period.

8.“Relative TSR Multiplier” means a ratio determined as set forth on Appendix C. Linear interpolation will be used to determine the Relative TSR Multiplier and number of Earned Units for Relative TSR Percentile that falls between the levels represented in Appendix C.

APPENDIX B

COMPARATOR COMPANIES

The Comparator Companies consist of the companies (other than the Company) included in the Russell 2000 Index as of the Grant Date.

If applicable, a Comparator Company’s TSR shall be modified during the Performance Period as follows:

•If a Comparator Company becomes bankrupt during the Performance Period and is not publicly traded as of the end of the Performance Period, then its TSR for the Performance Period will be deemed to equal negative 100%.

•If a Comparator Company ceases to be publicly traded for a reason other than bankruptcy during the Performance Period, then it shall be removed from the Comparator Group and not included in the computation of the Relative TSR Percentile.

•If a Comparator Company distributes a portion of its business in a spin-off transaction during the Performance Period, then in determining its TSR for the Performance Period the market capitalization per share of the spun off entity will be treated as a dividend paid by the distributing company.

APPENDIX C

RELATIVE TSR MULTIPLIER


Relative TSR Percentile	Relative TSR Multiplier	Earned Units (Per 1,000 Target Units)
100	200.0%	2,000
95	200.0%	2,000
90	200.0%	2,000
85	200.0%	2,000
80	200.0%	2,000
75	200.0%	2,000
70	175.0%	1,750
65	150.0%	1,500
60	125.0%	1,250
55	100.0%	1,000
50	87.5%	875
45	75.0%	750
40	62.5%	625
35	50.0%	500
30	37.5%	375
25	25.0%	250
20	12.5%	125
15	0%	0
10	0%	0
5	0%	0
0	0%	0

PROS Holdings, Inc.

MARKET STOCK UNITS AWARD AGREEMENT

(U.S. Participants)

PROS Holdings, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Market Stock Units (the “Grant Notice”) to which this Market Stock Units Award Agreement (this “Award Agreement”) is attached an Award consisting of Market Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Award Agreement. The Award has been granted pursuant to the PROS Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), as amended to the Grant Date, the provisions of which are incorporated herein by reference.

1. THE AWARD.

The Company hereby awards to the Participant the Target Number of Units set forth in the Grant Notice, which, depending on the extent to which a Performance Goal (as described by Plan) is attained during the Performance Period, may result in the Participant earning as little as zero (0) Units or as many as the Maximum Number of Units. Subject to the terms of this Award Agreement and the Plan, each Unit, to the extent it is earned and becomes an Earned Unit, represents a right to receive on the Settlement Date (or other date provided herein) one (1) share of Stock. Unless and until a Unit has been determined to be an Earned Unit, the Participant will have no right to settlement of such Units. Prior to settlement of any Earned Units, such Units will represent an unfunded and unsecured obligation of the Company.

2. DEFINITIONS AND CONSTRUCTION.

2.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

(a) "Change in Control" means a Change in Control as defined by the Plan, provided that the event constituting the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of the Section 409A Regulations.

(b) “Disabled” means, unless otherwise permitted by the Section 409A Regulations, that the Participant has been determined by the Company to be either:

(i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer.

(c) "Qualifying Termination” means the Participant’s Separation from Service within one hundred twenty (120) days before the consummation of a Change in Control or eighteen (18) months after a Change in Control, which separation results from either (i) the Participating Company Group’s involuntary termination of the Participant’s Service without Cause or (ii) the Participant’s voluntary termination of Service after a reduction of the Participant’s base salary by fifteen percent (15%) or more without the Participant’s express written consent, provided that the Participant has provided written notice to the Company of such reduction in base salary within sixty (60) days following such reduction and the Company has failed to cure such reduction within thirty (30) days following the date of such written notice.

(d) “Retirement” means that the Participant’s Service is voluntarily terminated by the Participant upon satisfaction of all of the following conditions as of the date of the Participant’s Separation from Service:

(i) the Participant has been in continuous Service with the Participating Company Group for a period of not less than five (5) years;

(ii) the Participant has accumulated a combination of at least sixty-five (65) retirement points, determined by the sum of the Participant’s attained age in years and the number of full years of the Participant’s continuous Service with the Participating Company Group;

(iii) the Participant provided the Company with written notice of the Participant’s intention to retire;

(iv) the Participant has been determined by the Company, in its reasonable discretion, to have successfully participated in the succession and transition of the Participant’s duties with the Participating Company Group; and

(v) the Participant has executed and allowed to become irrevocable on or before the sixtieth (60th) day following the date of Retirement a general release of claims against the Participating Company Group, its officers, directors, employees and affiliates in a form provided by the

(e) “Section 409A Regulations” mean the Treasury Regulations issued pursuant to Section 409A.

(f) “Separation from Service” means the Participant’s separation from service within the meaning of the Section 409A Regulations.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Award Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. RESERVED

4. COMMITTEE CERTIFICATION OF EARNED UNITS.

4.1 Level of Performance Measure Attained. As soon as practicable following completion of the Performance Period, but in any event no later than the Settlement Date, the Committee shall certify in writing the level of attainment of the Performance Measure during the Performance Period, the resulting Relative TSR Multiplier and the number of Units which have become Earned Units, subject to adjustment as provided in the definition of Earned Units in Appendix A.

4.2 Adjustment for Leave of Absence or Part-Time Work. Unless otherwise required by law or Company policy, if the Participant takes one or more unpaid leaves of absence in excess of thirty (30) days in the aggregate during the Performance Period, the number of Units which would otherwise become Earned Units shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was not on an unpaid leave of absence. Unless otherwise required by law or Company policy, if the Participant commences working on a part-time basis during the Performance Period, the Committee may, in its discretion, reduce on a pro rata basis (reflecting the portion of the Performance Period worked by the Participant on a full-time equivalent basis) the number of Units which would otherwise become Earned Units, or provide that the number of Units which would otherwise become Earned Units shall be reduced as provided by the terms of an agreement between the Participant and the Company pertaining to the Participant’s part-time schedule.

5. COMPANY REACQUISITION RIGHT.

5.1 Grant of Company Reacquisition Right. In the event that the Participant’s Service terminates for any reason other than due to death, having become Disabled, Qualifying Termination or Retirement, all as set forth below, the Participant shall immediately forfeit and the Company shall automatically reacquire all Units, whether determined to be Earned Units or not, for which the Settlement Date has not yet occurred as of the time of such termination, and the Participant shall not be entitled to any payment therefor (such forfeiture being referred to as the “Company Reacquisition Right”).

(a) Death or Disability. In the event that the Participant dies or becomes Disabled (without regard to whether or not the Participant has experienced a Separation from Service), none of the Units that have not previously been settled shall be subject to the Company Reacquisition Right and instead (i) the number of Earned Units, if not previously determined in accordance with Section 9, shall be determined as if the Performance Period ended on the date of such death or Disability and (ii) the number of Earned Units so determined shall be settled in full in accordance with Section 6 within sixty (60) days following the date of such death or disability on a date determined solely by the Company.

(b) Qualifying Termination. In the event of the Participant’s Qualifying Termination and provided that the Participant has executed and allowed to become irrevocable on or before the sixtieth (60th) day following the date of such separation a general release of claims against the Participating Company Group, its officers, directors, employees and affiliates in a form provided by the Company, none of the Units that have not previously been settled shall be subject to the Company Reacquisition Right and instead (i) the number of Earned Units shall be determined in accordance with Section 9.1(a) or Section 9.2, as applicable, and (ii) the number of Earned Units so determined shall be settled in accordance with Section 9.1(b) or Section 9.2, as applicable, or, if later, on the sixtieth (60th) day following the date of Qualifying Termination.

(c) Retirement. In the event of the Participant’s Retirement twenty-four (24) months or less before the Settlement Date (the “Post-Retirement Period”), none of the Units that have not previously been settled, if any, shall be subject to the Company Reacquisition Right, and instead (i) the number of Earned Units shall be determined upon completion of the Performance Period (or in accordance with Section 9, if applicable) as if the Participant’s Service continued until the Settlement Date and (ii) the number of Earned Units so determined shall be settled in full on the Settlement Date or in accordance with Section 9, if applicable, or, if later, on the sixtieth (60th) day following the Retirement date; provided, however, that if the Participant breaches any of the Post-Retirement Covenants set forth in Section 5.2, then the Participant shall forfeit and the Company shall automatically reacquire all Units, whether determined to be Earned Units or not, for which the Settlement Date has not yet occurred as of the time of such breach. If the Participant’s Retirement occurs more than twenty-four (24) months prior to the Settlement Date, then all Units, regardless of whether or not they would be Earned Units and regardless of the earlier occurrence of a Change in Control, shall be immediately forfeited pursuant to the Company Reacquisition Right and the Participant shall not be entitled to any payment therefor.

5.2 Post-Retirement Covenants. The Participant acknowledges that the confidential information, special training, and/or other knowledge the Participant has and will receive through the Participant’s Service and at the Company’s expense relates to the Company’s business interests and would benefit both the Company’s competitors and the Company after the Participant’s Retirement. The Participant recognizes a just purpose in the Company protecting such investments and interests, including through avoiding, for a limited time, competition by former employees trained with and/or given special knowledge, contacts, and/or experience by the Company. During the period ending on the earlier of (a) the Settlement Date occurring during the Post-Retirement Period or (b) the date occurring twenty-four (24) months following the date of the Participant’s Retirement, and in consideration of receiving Confidential Information and specialized training and knowledge, the Participant shall not (i) directly or indirectly engage in employment, including self-employment, that involves the Participating Company Group’s product lines, services and business interests during or as of the end of the Participant’s Service with the Participating Company Group, or (ii) solicit or encourage any customer or prospect of the Participating Company, with whom the Participant had contact during the twelve (12) months preceding the termination of the Participant’s Service, to terminate or diminish its relationship with the Participating Company Group (together, the “Post-Retirement Covenants”). The Participant acknowledges and agrees that the foregoing restrictions are no broader than necessary to protect the Participating Company Group’s goodwill and/or legitimate business interests. In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 5.2 is unenforceable, the restrictions under this Section will be modified to the extent required to render them valid and enforceable.

5.3 Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 10, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, which shall be treated in accordance with the definition of TSR in Appendix A to the Grant Notice) to which the Participant is entitled by reason of the Participant’s ownership of Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units” for all purposes of the Company Reacquisition Right with the same force and effect as the Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be.

6. SETTLEMENT OF THE AWARD.

6.1 Issuance of Shares of Common Stock or Cash Equivalent. Except as otherwise provided by this Award Agreement, the Company shall issue to the Participant on the Settlement Date with respect to each Earned Unit to be settled on such date one (1) share of Stock. Shares issued in settlement of Earned Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3.

6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with a Company-designated brokerage firm or, at the Company’s discretion, any other broker with which the Participant has an account relationship of which the Company has notice, any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the Participant’s Heirs.

6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of U.S. federal, state or foreign law with respect to such securities. No shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable U.S. federal, state or foreign securities laws or other laws or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Further, regardless of whether the transfer or issuance of the shares to be issued pursuant to the Units has been registered under the Securities Act or has been registered or qualified under the securities laws of any State, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the shares (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company’s transfer agent) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any State, or any other law.

6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. TAX WITHHOLDING AND ADVICE.

7.1 In General. Subject to Section 7.2, at the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the U.S. federal, state, and local taxes and (if applicable) taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes) and required by law to be withheld with respect to any taxable event arising as a result of the Participant’s participation in the Plan (referred to herein as “Tax-Related Items”).

7.2 Withholding of Taxes. The Company or any other Participating Company, as appropriate, shall have the authority and the right to deduct or withhold, or require the Participant to remit to the applicable Participating Company, an amount sufficient to satisfy applicable Tax-Related Items or to take such other action as may be necessary in the opinion of the applicable Participating Company to satisfy such Tax-Related Items (including hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy). In this regard, the Participant authorizes the applicable Participating Company or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from the Participant’s wages or other cash compensation paid to the Participant by the applicable Participating Company; or

(b) withholding from proceeds of the sale of shares acquired upon vesting and settlement of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(d) direct payment from the Participant.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Participant is covered by a Company tax equalization policy, the Participant agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall pay to the applicable Participating Company any amount of Tax-Related Items that the Participating Company may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares that may be issued in connection with the settlement of the Units if the Participant fails to comply with his or her Tax-Related Items obligations.

7.3 Tax Advice. The Participant represents, warrants and acknowledges that the Company has made no warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Award Agreement, and the Participant is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences. THE PARTICIPANT UNDERSTANDS THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

8. AUTHORIZATION TO RELEASE NECESSARY PERSONAL INFORMATION.

The Participant hereby authorizes and directs the Participant’s employer to collect, use and transfer in electronic or other form, any personal information (the “Data”) regarding the Participant’s Service, the nature and amount of the Participant’s compensation and the fact and conditions of the Participant’s participation in the Plan (including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of shares held and the details of all Units or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Data may be transferred to the Company or any other Participating Company, or to any third parties assisting in the implementation, administration and management of the Plan, including any requisite transfer to a brokerage firm or other third party assisting with administration of the Award or with whom shares acquired upon settlement of this Award or cash from the sale of such shares may be deposited. The Participant acknowledges that recipients of the Data may be located in different countries, and those countries may have data privacy laws and protections different from those in the country of the Participant’s residence. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or any of other Participating Company, or to any third parties is necessary for Participant’s participation in the Plan. The Participant may at any time withdraw the consents herein, by contacting the Company’s stock administration department in writing. The Participant further acknowledges that withdrawal of consent may affect the Participant’s ability to realize benefits from the Award, and the Participant’s ability to participate in the Plan.

9. CHANGE IN CONTROL.

In the event of a Change in Control occurring prior to the Settlement Date, this Section 9 shall determine the treatment of the Units..

9.1 Effect of Change in Control Prior to Completion of Performance Period. In the event of a Change in Control prior to completion of the Performance Period, the Performance Period shall instead be deemed to end on the day immediately preceding the Change in Control (the “Adjusted Performance Period”). The number of Earned Units and the settlement of those Earned Units shall be determined for the Adjusted Performance Period in accordance with the following:

(a) Determining Number of Earned Units. In the Committee’s determination of the number of Earned Units for the Adjusted Performance Period, the following modifications shall be made to the components of the Relative TSR Multiplier:

(i) The Company TSR shall be determined as provided in Appendix A, except that the Average Per Share Closing Price for the 10 trading days ending on the last day of the Adjusted Performance Period shall be replaced with the price per share of Stock to be paid to the holder thereof in accordance with the definitive agreement governing the transaction constituting the Change in Control (or, in the absence of such agreement, the closing price per share of Stock as reported on the New York Stock Exchange for the last trading day of the Adjusted Performance Period), adjusted to reflect an assumed reinvestment, as of the applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders during the Adjusted Performance Period.

(ii) The TSR for each Comparator Company shall be determined as provided in Appendix A, except that Ending Average Per Share Closing Price shall be determined for the 10 trading days ending on the 5th business day prior to the last day of the Adjusted Performance Period.

(b) Settlement of Earned Units. As of the last day of the Adjusted Performance Period and provided that the Participant’s Service has not terminated prior to such date other than by reason of a Qualifying Termination or Retirement, a portion of the Earned Units determined in accordance with Section 9.1(a) shall be settled (the “Accelerated Units”), with such portion determined by multiplying the total number of Earned Units by a fraction, the numerator of which equals the number of days contained in the Adjusted Performance Period and the denominator of which equals the number of days contained in the original Performance Period determined without regard to this Section. The Accelerated Units shall be settled in accordance with Section 6 immediately prior to the consummation of the Change in Control (or if later, on the sixtieth (60th) day following the date of a Qualifying Termination or Retirement occurring prior to the Change in Control). That portion of the Earned Units determined in accordance with Section 9.1(a) in excess of the number of Accelerated Units (the “Nonaccelerated Earned Units”) shall be settled on the Settlement Date (or if later, on the sixtieth (60th) day following the date of a Qualifying Termination or Retirement occurring prior to the Settlement Date), provided that the Participant’s Service has not terminated prior to such Settlement Date (other than by reason of a Qualifying Termination or Retirement). Payment for each Nonaccelerated Earned Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock).

9.2 Effect of Change in Control After Completion of Performance Period but Prior to Settlement Date. In the event of a Change in Control upon or after completion of the Performance Period but prior to the Settlement Date, the number of Earned Units determined in accordance with Section 4 shall be settled in accordance with Section 6 on the Settlement Date (or, if later, on the sixtieth (60th) day following the date of a Qualifying Termination or Retirement occurring prior to the Settlement Date), provided that payment for each Earned Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock).

10. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

The number of Units awarded pursuant to this Award Agreement is subject to adjustment as provided in Section 4.3 of the Plan. Upon the occurrence of an event described in Section 4.3 of the Plan, any and all new, substituted or additional securities or other property to which a holder of a share issuable in settlement of the Award would be entitled shall be immediately subject to the Award Agreement and included within the meaning of the terms “shares” and “Stock” for all purposes of the Award. The Participant shall be notified of such adjustments and such adjustments shall be binding upon the Company and the Participant.

11. NO ENTITLEMENT OR CLAIMS FOR COMPENSATION.

11.1 The Participant’s rights, if any, in respect of or in connection with the Units are derived solely from the discretionary decision of the Company to permit the Participant to participate in the Plan and to benefit from a discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Units or other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the Participant’s normal or expected compensation, and in no way represents any portion of the Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

11.2 Neither the Plan nor the Units shall be deemed to give the Participant a right to remain an Employee, Director or Consultant of the Company or any other Participating Company. The Participating Company Group reserves the right to terminate the Service of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company’s Certificate of Incorporation and Bylaws and a written employment agreement (if any), and the Participant shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan, the Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

12. RIGHTS AS A STOCKHOLDER.

The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, dividend equivalents, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 10.

13. MISCELLANEOUS PROVISIONS.

13.1 Amendment. The Committee may amend this Award Agreement at any time; provided, however, that no such amendment may adversely affect the Participant’s rights under this Award Agreement without the consent of the Participant, except to the extent such amendment is necessary to comply with applicable law. No amendment to this Award Agreement shall be effective unless in writing.

13.2 Nontransferability of the Award. Prior to the issuance of shares on the applicable Settlement Date, no right or interest of the Participant in the Award nor any shares issuable on settlement of the Award shall be in any manner pledged, encumbered, or hypothecated to or in favor of any party other than the Company or shall become subject to any lien, obligation, or liability of such Participant to any other party other than the Company. Except as otherwise provided by the Committee, no Award shall be assigned, transferred or otherwise disposed of other than by will or the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award Agreement.

13.4 Binding Effect. This Award Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

13.5 Notices. Any notice required to be given or delivered to the Company shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address maintained for the Participant in the Company’s records or at the address of the local office of the Company or of any other Participating Company at which the Participant works. A notice shall be deemed effectively given upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid.

13.6 Electronic Delivery and Signature.

(a) The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Award Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, delivery via e-mail or such other means of electronic delivery specified by the Company. Any and all such documents may be electronically signed.

(b) The Participant acknowledges that the Participant has read Section 13.6(a) and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, as described in Section 13.6(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.6(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. The Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.6(a). Finally, the Participant agrees that any and all Plan documents requiring a signature may be electronically signed and that such electronic signature shall have the same effect as handwritten signature for the purposes of validity, enforceability and admissibility.

13.7 Integrated Agreement. The Grant Notice, this Award Agreement, and the Units evidenced hereby (i) are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan, and (ii) constitute the entire agreement between the Participant and the Company on the subject matter hereof and supersede all proposals, written or oral, and all other communications between the parties related to the subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Award Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect.

13.8 Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Texas, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

13.9 Section 409A.

(a) Compliance with Section 409A. This Award is intended to provide for nonqualified deferred compensation that complies with all requirements of Section 409A. Notwithstanding any other provision of the Plan, this Award Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Units comply with Section 409A.

(b) Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of Section 409A shall be paid unless and until the Participant has incurred a Separation from Service. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s Separation from Service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s Separation from Service shall paid to the Participant before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Participant’s Separation from Service or, if earlier, the date of the Participant’s death following such Separation from Service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

(c) Other Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Award Agreement in any manner which would not be in compliance with the Section 409A Regulations.

(d) Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Award Agreement to the contrary, the Company is authorized to amend this Award Agreement, to void or amend any election made by the Participant under this Award Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with the Section 409A Regulations without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.

(e) Advice of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Award Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Award Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Award Agreement.

13.10 Administration. The Committee shall have the power to interpret the Plan, the Grant Notice and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Grant Notice, this Award Agreement or the Units.

13.11 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.12 Severability. If any provision of this Award Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Award Agreement shall be deemed valid and enforceable to the full extent possible.

13.13 Relocation Outside the United States. If the Participant relocates to a country outside the United States, the Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Units and on any shares acquired under the Plan, to the extent the Company determines necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EXHIBIT 10.7

PROS Holdings, Inc.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(U.S. Participants)

PROS Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award (the “Award”) of Restricted Stock Units (the “Units”), each of which is a right to receive on the applicable Settlement Date one (1) share of Stock, on the terms and conditions set forth herein and in the Restricted Stock Units Award Agreement attached hereto (the “Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement. The Award is intended to provide for nonqualified deferred compensation that complies with all requirements of Section 409A of the Internal Revenue Code (“Section 409A”) necessary to avoid tax penalties under Section 409A.

Participant:

_____________________________________________________

Grant Date:

_____________________________________________________

Number of Units:

___________________, subject to adjustment as provided by the Award Agreement.

Measurement Date:

_____________________________________________________

Settlement Dates and Amounts:

Except as provided by the Award Agreement, Units will be settled in accordance with Section 5 of the Award Agreement on the following dates and for the following percentages of the total Number of Units, provided that the Participant’s Service has not terminated before the applicable date:


Settlement Date	Settlement Percentage	Settlement Date	Settlement Percentage

1st anniversary of Measurement Date	25.00%	11th quarter following Measurement Date	6.25%
5th quarter following Measurement Date	6.25%	12th quarter following Measurement Date	6.25%
6th quarter following Measurement Date	6.25%	13th quarter following Measurement Date	6.25%
7th quarter following Measurement Date	6.25%	14th quarter following Measurement Date	6.25%
8th quarter following Measurement Date	6.25%	15th quarter following Measurement Date	6.25%
9th quarter following Measurement Date	6.25%	16th quarter following Measurement Date	6.25%
10th quarter following Measurement Date	6.25%

PROS HOLDINGS, INC.

PARTICIPANT

By: ___________________________

By:____________________________

Name: _________________________

Print Name: ____________________

Title: __________________________

Address:

3200 Kirby Dr.

Suite 600

Houston, TX 77098

Attachments:

PROS Holdings, Inc. 2017 Equity Incentive Plan, as amended to the Grant Date; Restricted Stock Units Award Agreement. The prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission (“SEC”) of the shares issuable pursuant to the Award is available on the SEC website at www.sec.gov.

PROS Holdings, Inc.

RESTRICTED STOCK UNITS AWARD AGREEMENT

(U.S. Participants)

PROS Holdings, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Award Agreement (this “Award Agreement”) is attached an Award consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Award Agreement. The Award has been granted pursuant to the PROS Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), as amended to the Grant Date, the provisions of which are incorporated herein by reference.

1.DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

(a) “Change in Control” means a Change in Control as defined by the Plan, provided that the event constituting the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of the Section 409A Regulations.

(b) “Disabled” means, unless otherwise permitted by the Section 409A Regulations, that the Participant has been determined by the Company to be either:

(d) “Qualifying Termination” means the Participant’s Separation from Service within eighteen (18) months after a Change in Control, which separation results from either (i) the Participating Company Group’s involuntary termination of the Participant’s Service without Cause or (ii) the Participant’s voluntary termination of Service after a reduction of the Participant’s base salary by fifteen percent (15%) or more without the Participant’s express written consent, provided that the Participant has provided written notice to the Company of such reduction in base salary within sixty (60) days following such reduction and the Company has failed to cure such reduction within thirty (30) days following the date of such written notice.

(e) “Retirement” means that the Participant’s Service is voluntarily terminated by the Participant upon satisfaction of all of the following conditions as of the date of the Participant’s Separation from Service:

(i) the Participant has been in continuous Service with the Participating Company Group for a period of not less than five (5) years;

(iii) the Participant provided the Company with advance written notice of the Participant’s intention to retire;

(f) “Section 409A Regulations” mean the Treasury Regulations issued pursuant to Section 409A.

(g) “Separation from Service” means the Participant’s separation from service within the meaning of the Section 409A Regulations.

(h) “Units” mean the Restricted Stock Units originally granted pursuant to the Award and the Dividend Equivalent Units credited pursuant to the Award, as both shall be adjusted from time to time pursuant to Section 8.

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Award Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. ADMINISTRATION.

The Committee shall have the power to interpret the Plan, the Grant Notice and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Grant Notice, this Award Agreement or the Units.

3. THE AWARD.

3.1 Grant of Units. On the Grant Date, the Participant shall acquire, subject to the provisions of this Award Agreement, the total Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 3.3 and Section 8. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Award Agreement one (1) share of Stock.

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units.

3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the sum of the total Number of Units and the number of Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

4. COMPANY REACQUISITION RIGHT.

4.1 Grant of Company Reacquisition Right. In the event that the Participant’s Service terminates for any reason other than due to death, having become Disabled, Qualifying Termination or Retirement, all as set forth below, the Participant shall immediately forfeit and the Company shall automatically reacquire all Units for which the Settlement Date has not yet occurred as of the time of such termination, and the Participant shall not be entitled to any payment therefor (such forfeiture being referred to as the “Company Reacquisition Right”).

(b) Qualifying Termination. In the event of the Participant’s Qualifying Termination and provided that the Participant has executed and allowed to become irrevocable on or before the sixtieth (60th) day following the date of such separation a general release of claims against the Participating Company Group, its officers, directors, employees and affiliates in a form provided by the Company, none of the Units that have not previously been settled shall be subject to the Company Reacquisition Right and instead shall be settled in full in accordance with Section 5 on the sixtieth (60th) day following the date of Qualifying Termination.

(c) Retirement. In the event of the Participant’s Retirement, none of the Units that have not previously been settled and that have Settlement Dates scheduled, in accordance with the Grant Notice, to occur within twenty-four (24) months following the date of the Participant’s Retirement (the “Post-Retirement Period”), if any, shall be subject to the Company Reacquisition Right, and such Units shall instead be settled on their respective Settlement Date(s) in accordance with Section 5 (but no sooner than the sixtieth (60th) day following the Retirement date); provided, however, that if the Participant breaches any of the Post-Retirement Covenants set forth in Section 4.2, then the Participant shall forfeit and the Company shall automatically reacquire all Units for which the Settlement Date has not yet occurred as of the time of such breach. All Units having Settlement Dates scheduled in accordance with the Grant Notice later than completion of the Post-Retirement Period shall be immediately forfeited pursuant to the Company Reacquisition Right and the Participant shall not be entitled to any payment therefor.

4.2 Post-Retirement Covenants. The Participant acknowledges that the confidential information, special training, and/or other knowledge the Participant has and will receive through the Participant’s Service and at the Company’s expense relates to the Company’s business interests and would benefit both the Company’s competitors and the Company after the Participant’s Retirement. The Participant recognizes a just purpose in the Company protecting such investments and interests, including through avoiding, for a limited time, competition by former employees trained with and/or given special knowledge, contacts, and/or experience by the Company. During the period ending on the earlier of (a) the last Settlement Date occurring during the Post-Retirement Period or (b) the date occurring twenty-four (24) months following the date of the Participant’s Retirement, and in consideration of receiving Confidential Information and specialized training and knowledge, the Participant shall not (i) directly or indirectly engage in employment, including self-employment, that involves the Participating Company Group’s product lines, services and business interests during or as of the end of the Participant’s Service with the Participating Company Group, or (ii) solicit or encourage any customer or prospect of the Participating Company, with whom the Participant had contact during the twelve (12) months preceding the termination of the Participant’s Service, to terminate or diminish its relationship with the Participating Company Group (together, the “Post-Retirement Covenants”). The Participant acknowledges and agrees that the foregoing restrictions are no broader than necessary to protect the Participating Company Group’s goodwill and/or legitimate business interests. In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 4.2 is unenforceable, the restrictions under this Section will be modified to the extent required to render them valid and enforceable.

4.3 Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 8, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of the Participant’s ownership of Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units” for all purposes of the Company Reacquisition Right with the same force and effect as the Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be.

5. SETTLEMENT OF THE AWARD.

5.1 Issuance of Shares of Stock. Subject to the provisions of Section 5.3, the Company shall issue to the Participant on the Settlement Date with respect to each Unit to be settled on such date one (1) share of Stock. The Settlement Date with respect to a Unit shall be the date applicable to such Unit as provided by the Grant Notice; provided, that if the Settlement Date falls on a day the principal securities exchange on which the Stock is listed for trading is closed, then the Settlement Date shall be the next day on which the applicable securities exchange is open for trading. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 5.3, Section 6 or the Company’s Insider Trading Policy.

5.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the Participant shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

5.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign

securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

5.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

6. TAX WITHHOLDING.

6.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company (the “Tax Withholding Obligation”), if any, which arise in connection with the Award, the vesting of Units or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the Tax Withholding Obligation has been satisfied by the Participant.

6.2 Assignment of Sale Proceeds. The Participant’s acceptance of this Award constitutes the Participant’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Participant’s behalf a whole number of shares of Stock from those shares of Stock issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. Such shares of Stock will be sold on the trading day immediately following the Tax Withholding Obligation arising (e.g., a Settlement Date or other date on which the Units cease to be subject to the Company Reacquisition Right) or as soon thereafter as practicable. The Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax Withholding Obligation. Accordingly, the Participant agrees to pay to the Company or any of its subsidiaries as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of shares of Stock described above. The Participant agrees to indemnify and hold the Company harmless from any losses or damages relating to any such sale.

6.3 Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of the Tax Withholding Obligation by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a fair market value, as determined by the Company as of the date on which the Tax Withholding Obligation arise, not in excess of the amount of such Tax Withholding Obligation determined by the applicable minimum statutory withholding rates if required to avoid liability classification of the Award under generally accepted accounting principles in the United States.

7. EFFECT OF CHANGE IN CONTROL

7.1 If Award is Assumed, Continued or Substituted For. In the event of a Change in Control, the Award shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. The surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Award Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock

on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control.

7.2 If Award is not Assumed, Continued or Substituted For. If the Award is neither assumed or continued by the Acquiror in connection with the Change in Control nor replaced by substantially equivalent rights with respect to the Acquiror’s stock pursuant to a substituted Acquiror award, then, pursuant to Section 15.4(f) of the Plan, the Award shall be converted automatically and without the consent of the Participant into a right to receive in cash on the applicable Settlement Date(s) in accordance with the Grant Notice occurring after the date of the Change in Control with respect to each Unit to be settled on such date an amount equal to the Fair Market Value as of the time of the Change in Control of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock).

8. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

Subject to any required action by the stockholders of the Company and the requirements of Section 409A to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares or other property to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of ownership of Units acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all Units originally acquired hereunder. Any fractional Unit or share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

9. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT.

The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 3.3 and Section 8. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Award Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.

10. LEGENDS.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Award Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

11. COMPLIANCE WITH SECTION 409A.

This Award is intended to provide for nonqualified deferred compensation that complies with all requirements of Section 409A. It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non‑compliance. In connection with effecting such compliance with Section 409A, the following shall apply:

11.1 Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Award Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of the Section 409A Regulations shall be paid unless and until the Participant has incurred a Separation from Service. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Participant’s Separation from Service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s Separation from Service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of the Participant’s Separation from Service or, if earlier, the date of the Participant’s death following such Separation from Service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

11.2 Other Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Award Agreement in any manner which would not be in compliance with the Section 409A Regulations.

11.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Award Agreement to the contrary, the Company is authorized to amend this Award Agreement, to void or amend any election made by the Participant under this Award Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with the Section 409A Regulations without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.

11.4 Advice of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Award Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Award Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Award Agreement.

12. MISCELLANEOUS PROVISIONS.

12.1 Amendment. The Committee may amend this Award Agreement at any time; provided, however, that except as provided in Section 7 in connection with a Change in Control, no such amendment may have a materially adverse effect on the Participant’s rights under this Award Agreement without the consent of the Participant except to the extent such amendment is necessary to comply with applicable law. No amendment to this Award Agreement shall be effective unless in writing.

12.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Vested Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

12.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award Agreement.

12.4 Binding Effect. This Award Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

12.5 Notices. Any notice required to be given or delivered to the Company shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address maintained for the Participant in the Company’s records or at the address of the local office of the Company or of any other Participating Company at which the Participant works. A notice shall be deemed effectively given upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid.

12.6 Electronic Delivery and Signature.

(b) The Participant acknowledges that the Participant has read Section 12.6(a) and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, as described in Section 12.6(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 12.6(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. The Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 12.6(a). Finally, the Participant agrees that any and all Plan documents requiring a signature may be electronically signed and that such electronic signature shall have the same effect as handwritten signature for the purposes of validity, enforceability and admissibility.

12.7 Integrated Agreement. The Grant Notice, this Award Agreement and the Units evidenced hereby (i) are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan, and (ii) constitute the entire agreement between the Participant and the Company on the subject matter hereof and supersede all proposals, written or oral, and all other communications between the parties related to the subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Award Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect.

12.8 Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Texas, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

12.9 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.10 Severability. If any provision of this Award Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Award Agreement shall be deemed valid and enforceable to the full extent possible.

12.11 Relocation Outside the United States. If the Participant relocates to a country outside the United States, the Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Units and on any shares acquired under the Plan, to the extent the Company determines necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EXHIBIT 19.1

Insider Trading Policy

(as amended through February 27, 2023)

I.Covered Parties

This Insider Trading Policy (“Policy”) applies to all employees, contractors, directors, officers, and other related individuals of PROS Holdings, Inc. and its subsidiaries (“PROS” or the “Company”), their immediate family members, members of their households, and entities over which such individuals have or share voting or investment control (“Insiders”). This Policy also applies to any other person who receives material nonpublic information from any Insider. This Policy continues to apply following termination of employment or other relationship with PROS until after the second trading day that any material non-public information in the Insider’s possession has become public or is no longer material.

II.Prohibited Transactions and Practices

A. PROS Securities. No Insider shall trade in the securities of PROS, or advise anyone else to do so, while in possession of material nonpublic information relating to PROS. For purposes of this Policy, the term “trade” includes any transaction in PROS securities (including gifts and pledges) and any transaction in any securities PROS may issue from time to time, as well as puts, calls or other derivative securities relating to PROS stock not issued by the Company, such as exchange-traded options. Insiders shall not engage in any of the following:

1. Short Sales. Short sales of PROS securities.

2. Hedging Transactions. Hedging or monetization transactions (including but not limited to zero-cost collars, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments).

3. Margin Accounts and Pledges. Holding PROS securities in a margin account or pledging Company securities as collateral for a loan, as such securities may be traded (for failing to meet a margin call or defaulting on the loan).

B. Other Public Companies’ Securities. Insiders who possess material nonpublic information relating to other publicly traded companies as a result of employment with PROS or the performance of services on our behalf, shall not (1) buy or sell securities of such companies, (2) advise anyone else to do so, or (3) otherwise engage in any action to take personal advantage of that information.

C. Tipping. No Insider shall disclose (“tip”) material nonpublic information relating to PROS or any other publicly traded PROS business partner to others outside PROS, including friends, family, or other acquaintances. Tipping includes passing information under circumstances that could suggest that you were trying to help another profit or avoid a loss.

D. Making Securities Recommendations. Insiders shall not make recommendations or express opinions on trading in PROS securities while in possession of material nonpublic information, except to advise others not to trade in PROS securities if doing so might violate the law or this Policy. Insiders should refrain from discussing PROS business or making recommendations about buying or selling our securities or the securities of other companies with which we have a relationship. Inquiries about PROS should be directed to our Investor Relations team.

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III.Definition of “Material Nonpublic Information”

A. “Material”. Information about PROS is “material” if it would be expected to affect the investment or voting decisions of a reasonable investor, or if the disclosure of the information would be expected to significantly alter the total mix of information in the marketplace about PROS. Material information is any type of information which could reasonably be expected to affect the market price of PROS securities or an investor’s decision to buy or sell PROS securities. Both positive and negative information may be material. While it is not possible to identify all information that would be deemed material, the following information ordinarily would be considered material:

oFinancial performance, including operating results and changes in performance or liquidity.

oProjections of future earnings or losses, or other earnings guidance, and any changes to previously announced earnings guidance.

oStrategic plans.

oSignificant cybersecurity risks and/or incidents, or any other significant disruption in PROS’ operations or loss, potential loss, breach or unauthorized access of our facilities or information technology infrastructure.

oNew major contracts, customers, suppliers, or finance sources or the loss thereof.

oDevelopment or release of a significant new product, process or service.

oSignificant pricing or cost changes.

oPotential mergers or acquisitions, the sale of assets or subsidiaries or major partner agreements.

oActual or threatened major litigation, or the resolution of such litigation.

oStock splits or securities/debt offerings.

oChanges in executive officers or the Board of Directors.

For purposes of this Policy, information will be considered public after the close of trading on the second full trading day following PROS’ widespread public release of the information.

IV.Only Designated Spokespersons Authorized to Disclose Material Nonpublic Information

U.S. federal securities laws prohibit PROS from selectively disclosing material nonpublic information. PROS has established procedures for releasing material information in a manner that is designed to achieve broad dissemination of the information immediately upon its release. Employees may not, therefore, disclose material nonpublic information to anyone outside PROS, including family members and friends, other than in accordance with those established procedures. Any inquiries about PROS should be directed to our Investor Relations team.

V.PROS May Suspend All Trading Activities

To avoid any questions and to protect both employees and PROS from any potential liability, from time to time PROS may impose a “blackout” period during which some or all employees may not buy or sell PROS securities. A Compliance Officer will impose such a blackout period if, in his or her judgment, there exists nonpublic information that would make trades by PROS employees (or certain employees) inappropriate in light of the risk that such trades could be viewed as violating securities laws. If you are made aware of such a blackout period, do not disclose its existence to anyone.

VI.Individual Responsibility and Reporting

Each employee, officer, contractor and director is personally responsible for the actions of their family members and other persons with whom they have a relationship who are subject to this policy, including any pre-clearances required. Trading in PROS securities during the trading window should not be considered a “safe harbor,” and all Insiders should use good judgment at all times. Any employees who are unsure whether nonpublic information is material must consult a Compliance Officer for guidance before trading in any Company securities.

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Each person subject to this Policy may, from time to time, have to forego a proposed transaction even if he or she planned to make the transaction before learning material nonpublic information and even though the person may suffer economic loss or forego anticipated profit by waiting.

Any person who violates this Policy, the Company’s Disclosure Policy or any laws governing insider trading, or knows of any such violation by any other person, must report the violation immediately to a Compliance Officer or the Audit Committee of PROS Board of Directors.

VII.Consequences for Violations

A. Civil and Criminal Penalties. The consequences of prohibited insider trading or tipping include imprisonment for up to 20 years, criminal fines of up to $5 million, and civil penalties up to three times the profit made or loss avoided.

B. Controlling Person Liability. PROS and the supervisors of the person violating the rules may also be subject to major civil or criminal penalties.

C. Company Discipline. Violation of this Policy or applicable insider trading laws by any director, officer or employee may subject the director to removal proceedings and the officer or employee to disciplinary action by PROS, up to and including termination of employment for cause.

VIII.Additional Restrictions for Named Insiders

Named Insiders are subject to the additional restrictions set forth in Appendix I hereto. Generally, Named Insiders include any person who by function of their role is consistently in possession of material nonpublic information or performs a role that is material to PROS as a whole.

A. Section 16 Insiders. PROS has designated those persons listed on Exhibit A, as amended from time to time (each a “Section 16 Insider”), as the directors and executive officers who are subject to the restrictions of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the underlying SEC rules and regulations, as well as limitations on “short swing” trading of PROS securities (purchases and sales of securities of the same class in the open market during any six month period).

B. Other Named Insiders. PROS has designated those persons listed on Exhibit B, as amended from time to time (“Other Named Insiders”), as subject to the additional restrictions in Appendix I.

IX.Employee Benefit Plan Exemptions

The trading restrictions in this Policy do not apply to the (a) exercise of stock options or other equity awards for cash only, (b) purchase of PROS securities pursuant to the employee’s advance instructions under PROS Employee Stock Purchase Plan, or (c) sales, on behalf of an employee by a brokerage firm selected by the Company, of shares as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as RSUs, under a Company equity plan and the employee does not otherwise exercise control over the timing of such sales. No alteration to instructions regarding the level of withholding or the purchase of PROS securities in such plans is permitted while in the possession of material nonpublic information. Any sale of securities acquired under such plan remains subject to the restrictions of this Policy, including all sales of securities acquired through the exercise of stock options or other equity awards, such as “same-day sale” or cashless exercise of PROS stock options.

X.Compliance Officers

PROS has designated Insider Trading Compliance Officers on Exhibit C (each a “Compliance Officer”) responsible for:

oAdministering, monitoring and enforcing compliance with the Policy.

oResponding to all inquiries relating to this Policy and its procedures.

oDesignating and announcing special trading blackout periods.

oProviding copies of this Policy and other appropriate materials to all current and new directors, officers and employees, and such other persons as a Compliance Officer determines have access to material nonpublic information concerning PROS.

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oAdministering, monitoring and enforcing compliance with insider trading laws and regulations.

oAssisting in the preparation and filing of all required SEC reports relating to trading in PROS securities, including without limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G.

oMaintaining as Company records copies of all documents required by this Policy or the procedures set forth herein, and copies of all required SEC reports relating to insider trading.

oRevising the Policy as necessary to reflect changes in insider trading laws and regulations.

oMaintaining the accuracy of the list of Section 16 Individuals as set forth on Exhibit A and the list of Other Named Insiders as set forth on Exhibit B which shall consist of: (i) employees on the distribution list for PROS’ Disclosure Committee (who review PROS SEC reports), and (ii) such other persons as a Compliance Officer may designate from time to time.

Compliance Officers may designate one or more individuals to perform the Compliance Officer’s duties if a Compliance Officer is unable or unavailable to perform such duties. In fulfilling duties under this Policy, Compliance Officers shall be authorized to consult with PROS outside counsel.

XI.Governance Oversight

The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors is responsible for monitoring and recommending any modification to this Policy, if necessary or advisable, to the Board of Directors. The Committee will also review, at least annually, those individuals deemed to be (a) executive officers for purposes of Section 16 and will recommend any changes regarding such status to the Board of Directors; and (b) Named Insiders under this Policy.

***

All Insiders Must Acknowledge Their Agreement to Comply with This Policy

The Policy will be available on PROS’ internal website, delivered to all persons subject to this Policy upon adoption, and to all new other persons at the start of their employment or relationship with PROS. Upon first receiving a copy of the Policy or any revised versions, each such person must sign an acknowledgment that he or she has received a copy and agrees to comply with the Policy’s terms. This acknowledgment and agreement will constitute consent for PROS to impose sanctions for violation of this Policy and to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy.

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APPENDIX I

ADDITIONAL RESTRICTIONS FOR NAMED INSIDERS

To minimize the risk of violations of the rules governing insider trading, we have adopted these restrictions relating to transactions in our securities by Section 16 Insiders and Other Named Insiders (collectively the “Named Insiders”). Named Insiders are individually responsible for ensuring compliance with this Appendix I, including restrictions on all trading during certain periods, by family members and members of their households and by entities over which they exercise voting or investment control. Named Insiders should provide each of these persons or entities with a copy of this Policy.

XII.Trading Window

Named Insiders shall trade only when not in possession of material nonpublic information during an open “trading window”. The trading window generally opens following the close of trading on the second full trading day following the public issuance of PROS’ earnings release for the most recent fiscal quarter and closes at the close of trading on the 16th day of the last month of a fiscal quarter. PROS may also impose a special blackout period at its discretion due to the existence of material nonpublic information. PROS will advise Named Insiders when the trading window opens and closes.

XIII.Additional Requirements for Named Insiders

A. Trade Preclearance. Named Insiders must not trade in PROS securities, even during the open window, without pre-clearance from a Compliance Officer. Named Insiders must email requests for pre-clearance to a Compliance Officer at least two business days in advance of each proposed transaction. If the Named Insider does not receive a response from a Compliance Officer within 24 hours, the Named Insider must follow up to ensure that the message was received. Each Named Insider request for pre-clearance should include the nature of the proposed transaction and the expected date of the transaction. In addition, each request by a Section 16 Insider for pre-clearance should also include the number of shares involved, the contact information for the broker who will execute the transaction, and if the trade involves a stock option exercise, the specific option to be exercised. Any transactions by a Compliance Officer who is also a Named Insider shall be subject to pre-clearance by such Compliance Officer’s supervisor, the Chief Financial Officer or the Chief Executive Officer.

Once a trade is pre-cleared, the Named Insider may proceed with it on the approved terms subject to all other securities law requirements, such as Rule 144 and prohibitions regarding trading on the basis of inside information, and with any special trading blackout imposed by PROS prior to the completion of the trade. Pre-clearance is not required for trades pursuant to a pre-cleared Rule 10b5-1 trading plan.

B. 10b5-1 Plan Pre-Clearance. Named Insiders must obtain pre-clearance to establish a Rule 10b5-1 trading plan at least two full trading days prior to entry into or modification of the plan.

C. Broker Verification. All Named Insiders must ensure that their broker does not execute any transaction for the Named Insider (other than under a previously authorized Rule 10b5-1 trading plan) until the broker has verified with a Compliance Officer that the transaction has been pre-cleared.

XIV.Additional Reporting Required for Section 16 Insiders

Section 16 Insiders shall immediately report the results of any trade or gift of PROS securities, including under a trading plan, to a Compliance Officer, with copies to PROS personnel who will assist the Section 16 Insider in preparing his or her Form 4, including the following transaction details:

oTransaction date (trade date).

oNumber of shares involved.

oPrice per share at which the transaction was executed (before addition or deduction of brokerage commission and other transaction fees).

oFor stock option exercises, the specific option exercised.

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oContact information for the broker who executed the transaction.

Section 16 Insiders shall arrange with persons whose trades must be reported by the Insider under Section 16 (such as immediate family members living in the Insider’s household) to immediately report directly to PROS and to the Insider. Note that while PROS Legal Department is available to assist in filing Section 16 reporting, the obligation to comply with Section 16 is personal.

XV.10b5-1 Trading Plan Guidelines

Insiders will not be deemed to have violated this Policy for transactions that meet all the following criteria:

A. The transaction must be made pursuant to a documented plan (each a “Plan”) entered into in good faith that complies with all provisions of Rule 10b5-1 (the “Rule”), including the applicable required cooling-off period. Each Plan must be written and: :

1.specify the (x) amount of securities to be purchased or sold and (y) price at which and the date on which the securities are to be purchased or sold,

2.include a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold, or

3.prohibit the Insider from exercising any subsequent influence over how, when, or whether to effect purchases or sales; provided in addition, that any other person, who pursuant to the Plan, does exercise such influence must not be aware of any material nonpublic information when doing so.

B. Each Plan must be authorized prior to the effective time of any transactions under such Plan by a Compliance Officer. PROS reserves the right to withhold authorization of any Plan that a Compliance Officer determines, in his or her sole discretion,

1.fails to comply with the Rule;

2.exposes PROS or the Insider to liability under any applicable rule, regulation or law;

3.creates any appearance of impropriety;

4.fails to meet the guidelines established by PROS; or

5.otherwise fails to satisfy review by the Compliance Officer for any reason, in the sole discretion of the Compliance Officer.

C. Any modifications to the Plan or deviations from the Plan without prior authorization of a Compliance Officer is a violation of this Policy. Any such modifications or deviations are subject to the authorization of a Compliance Officer in accordance with Section B above.

D. Each Plan must be established at a time when the trading window is open and the person is not in possession of material nonpublic information.

E. Each Plan must provide appropriate mechanisms to ensure that the Insider complies with all applicable rules and regulations, including Rule 144, Rule 701 and Section 16(b).

F. Each Plan must provide for the suspension of all transactions under such Plan in the event that PROS, in its sole discretion, deems such suspension necessary and advisable, including suspensions necessary to comply with trading restrictions imposed in connection with any lock-up agreement required in connection with a securities issuance transaction or other similar events.

***

None of PROS, the Compliance Officers, nor any of PROS’ officers, employees or other representatives shall be deemed, solely by their authorization of an Insider’s Plan, to have represented that any Plan complies with the Rule or to have assumed any liability or responsibility to the Insider or any other party if such Plan fails to comply with the Rule.

Insider Trading Policy 27Feb2023 Page 6 Confidential

EXHIBIT 21.1

PROS Holdings, Inc.

List of Subsidiaries as of December 31, 2024

Name of Entity

State/Country of Incorporation/Organization

PROS Bulgaria EOOD

Bulgaria

PROS Canada Operations, Ltd.

Canada

PROS CPQ, Inc.

Illinois

PROS Ecuador S.A.S.

Ecuador

PROS Europe Limited

England and Wales

PROS Florida, LLC

Florida

PROS France SAS

France

PROS Germany GmbH

Germany

PROS, Inc.

Delaware

PROS International Technology Limited

Ireland

PROS Middle East Technology Systems L.L.C.

United Arab Emirates

PROS Technology Australia Pty. Ltd.

Australia

PROS Technology (SG) Pte. Ltd.

Singapore

PROS Travel Commerce, Inc.

Delaware

PROS Travel Retail SAS

France

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-279178) and Form S‑8 (Nos. 333-271076, 333-261407, 333-256089, 333-231623, 333-219192 and 333-193867) of PROS Holdings, Inc. of our report dated February 12, 2025 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 12, 2025

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andres Reiner, certify that:

1. I have reviewed this annual report on Form 10-K of PROS Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


February 12, 2025						/s/ Andres Reiner
						Andres Reiner
						President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stefan Schulz, certify that:

1. I have reviewed this annual report on Form 10-K of PROS Holdings, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


February 12, 2025						/s/ Stefan Schulz
						Stefan Schulz
						Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andres Reiner, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the annual report of PROS Holdings, Inc., on Form 10-K for the period ended December 31, 2024 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of PROS Holdings, Inc.


February 12, 2025						/s/ Andres Reiner
						Andres Reiner
						President and Chief Executive Officer

I, Stefan Schulz, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the annual report of PROS Holdings, Inc., on Form 10-K for the period ended December 31, 2024 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of PROS Holdings, Inc.


February 12, 2025						/s/ Stefan Schulz
						Stefan Schulz
						Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to PROS Holdings, Inc. and will be retained by PROS Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. This certification "accompanies" the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2024	Feb. 06, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Entity File Number	001-33554
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity Registrant Name	PROS HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	76-0168604
Entity Address, Address Line One	3200 Kirby Drive, Suite 600
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	713
Local Phone Number	335-5151
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	PRO
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 1,296,516,929
Entity Common Stock, Shares Outstanding		47,567,581
Entity Central Index Key	0001392972
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
ICFR Auditor Attestation Flag	true
Documents Incorporated by Reference	Portions of the registrant’s proxy statement relating to its 2025 Annual Stockholders Meeting (the "2025 Proxy Statement"), are incorporated by reference into Part III of this Annual Report on Form 10-K. The 2025 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the end of the fiscal year to which this report relates.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	San Jose, California

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 161,983	$ 168,747
Accounts and Other Receivable, after Allowance for Credit Loss, Current	64,982	49,058
Deferred Costs, Current	4,634	4,856
Prepaid and other current assets	7,517	12,013
Total current assets	239,116	234,674
Restricted Cash, Noncurrent	10,000	10,000
Property and equipment, net	19,745	23,051
Operating Lease, Right-of-Use Asset	16,066	14,801
Deferred Costs, Noncurrent	11,515	10,292
Intangible Assets, Net (Excluding Goodwill)	7,044	11,678
Goodwill	107,278	107,860
Other Assets, Noncurrent	9,138	9,477
Total assets	419,902	421,833
Current liabilities:
Accounts payable	8,589	3,034
Accrued liabilities	14,085	13,257
Accrued payroll and other employee benefits	27,117	32,762
Operating Lease, Liability, Current	6,227	5,655
Deferred Revenue, Current	130,977	120,955
Convertible Debt, Current	0	21,668
Total current liabilities	186,995	197,331
Deferred Revenue, Noncurrent	5,438	3,669
Convertible Debt, Noncurrent	270,797	272,324
Operating Lease, Liability, Noncurrent	23,870	25,118
Other Liabilities, Noncurrent	1,505	1,264
Total liabilities	488,605	499,706
Commitments and contingencies (Note 16)
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized none issued	0	0
Common stock, $0.001 par value, 75,000,000 shares authorized; 52,083,732 and 51,184,584 shares issued, respectively; 47,403,009 and 46,503,861 shares outstanding, respectively	52	51
Additional paid-in capital	634,212	604,084
Treasury Stock, Value	(29,847)	(29,847)
Retained Earnings (Accumulated Deficit)	(667,727)	(647,252)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(5,393)	(4,909)
Total stockholders' equity	(68,703)	(77,873)
Total liabilities and stockholders' equity	$ 419,902	$ 421,833
Preferred stock - par value	$ 0.001	$ 0.001
Preferred stock - shares authorized	5,000,000	5,000,000
Preferred stock - shares issued	0	0
Common stock - par value	$ 0.001	$ 0.001
Common stock - shares authorized	75,000,000	75,000,000
Treasury Stock, Common, Shares	4,680,723	4,680,723

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for bad debts	$ 922,000	$ 574,000
Preferred stock - par value	$ 0.001	$ 0.001
Preferred stock - shares authorized	5,000,000	5,000,000
Preferred stock - shares issued	0	0
Common stock - par value	$ 0.001	$ 0.001
Common stock - shares authorized	75,000,000	75,000,000
Common stock - shares issued	52,083,732	51,184,584
Common stock - shares outstanding	47,403,009	46,503,861
Treasury Stock, Common, Shares	4,680,723	4,680,723

Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer, Including Assessed Tax	$ 330,372	$ 303,708	$ 276,137
Cost of revenue:
Cost of Goods and Services Sold	113,329	115,313	110,080
Gross profit	217,043	188,395	166,057
Operating Expenses
Selling and Marketing Expense	88,048	92,389	94,986
Research and development	89,725	89,361	93,412
General and Administrative Expense	58,292	57,247	54,202
Tangible Asset Impairment Charges	0	0	1,551
Income from operations	(19,022)	(50,602)	(78,094)
Other income (expense):
Convertible debt interest and amortization	(4,596)	(5,882)	(6,304)
Nonoperating Income (Expense)	4,457	1,063	3,084
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total	(19,161)	(55,421)	(81,314)
Income Tax Expense (Benefit)	1,314	933	932
Net Income (Loss) Attributable to Parent	$ (20,475)	$ (56,354)	$ (82,246)
Weighted average number of shares:
Weighted Average Number of Shares Outstanding, Basic and Diluted	47,116	46,155	45,269
Other comprehensive income, net of tax:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	$ (484)	$ 344	$ (594)
Other Comprehensive Income (Loss), Net of Tax	(484)	344	(594)
Comprehensive income (loss)	$ (20,959)	$ (56,010)	$ (82,840)
Income (Loss) from Continuing Operations, Per Outstanding Share, Basic and Diluted, Net of Tax	$ (0.43)	$ (1.22)	$ (1.82)
Subscription, maintenance and support
Revenue from Contract with Customer, Including Assessed Tax	$ 279,766	$ 253,982	$ 232,633
Cost of revenue:
Cost of Goods and Services Sold	64,909	64,915	63,043
Subscription and Circulation [Member]
Revenue from Contract with Customer, Including Assessed Tax	266,272	234,024	204,041
Cost of revenue:
Cost of Goods and Services Sold	57,882	57,212	55,039
Maintenance [Member]
Revenue from Contract with Customer, Including Assessed Tax	13,494	19,958	28,592
Cost of revenue:
Cost of Goods and Services Sold	7,027	7,703	8,004
Service [Member]
Revenue from Contract with Customer, Including Assessed Tax	50,606	49,726	43,504
Cost of revenue:
Cost of Goods and Services Sold	$ 48,420	$ 50,398	$ 47,037

Consolidated Statements of Cash Flows	12 Months Ended
Consolidated Statements of Cash Flows	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Operating activities:
Net Income (Loss) Attributable to Parent	$ (20,475,000)	$ (56,354,000)	$ (82,246,000)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, Depletion and Amortization	8,303,000	10,707,000	14,967,000
Amortization of Financing Costs and Discounts	(1,203,000)	861,000	1,491,000
Share-based compensation	40,754,000	42,357,000	42,714,000
Deferred income tax	(11,000)	(63,000)	0
Provision for doubtful accounts	299,000	(19,000)	(280,000)
Gain on lease modification	(697,000)	0	0
Loss on Disposition of Assets	784,000	57,000	0
Tangible Asset Impairment Charges	0	0	1,551,000
(Gain) Loss on Investments	0	(828,000)	(1,308,000)
Derivative, Loss on Derivative	0	4,489,000	0
Loss on Extinguishment of Debt	0	1,779,000	0
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts and Other Receivables	(16,211,000)	(899,000)	(7,330,000)
Increase (Decrease) in Deferred Costs	(1,001,000)	(351,000)	486,000
Prepaid expenses and other assets	4,899,000	(1,347,000)	1,712,000
Increase (Decrease) in Operating Lease Right-of-Use Assets and Liabilities	(2,126,000)	(2,786,000)	(2,175,000)
Accounts payable	6,131,000	(5,039,000)	3,964,000
Accrued liabilities	1,798,000	723,000	26,000
Accrued payroll and other employee benefits	(5,663,000)	8,950,000	(8,191,000)
Deferred revenue	11,802,000	7,640,000	10,713,000
Net cash (used in) provided by operating activities	27,383,000	9,877,000	(23,906,000)
Investing activities:
Purchases of property and equipment	(1,166,000)	(2,543,000)	(861,000)
Capitalized Software Development Costs for Software Sold to Customers	(58,000)	(48,000)	0
Payments for (Proceeds from) Investments	(5,000)	113,000	281,000
Net cash (used in) provided by investing activities	(1,219,000)	(2,704,000)	(1,142,000)
Financing activities:
Proceeds from Stock Plans	2,079,000	2,170,000	2,722,000
Tax withholding related to net share settlement of restricted stock units	(12,704,000)	(9,299,000)	(1,653,000)
Payments of Debt Issuance Costs	0	(2,198,000)	0
Purchase of capped call	0	(22,193,000)	0
Repayment of Convertible Debt	(21,713,000)	0	0
Payments of Debt Issuance Cost- Credit Agreement	0	(837,000)	0
Net cash (used in) provided by financing activities	(32,338,000)	(32,357,000)	1,069,000
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	(590,000)	304,000	53,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total	(6,764,000)	(24,880,000)	(23,926,000)
Cash, Cash Equivalents and Restricted Cash
Beginning of period	178,747,000	203,627,000	227,553,000
End of period	171,983,000	178,747,000	203,627,000
Cash and cash equivalents	161,983,000	168,747,000	203,627,000
Restricted Cash, Noncurrent	10,000,000	10,000,000	0
Income Taxes Paid, Net	(192,000)	(188,000)	(146,000)
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	(6,302,000)	(4,626,000)	(4,938,000)
Capital Expenditures Incurred but Not yet Paid	$ 92,000	$ 115,000	$ 11,000

Consolidated Statement of Shareholders Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income, net of tax [Member]
Common stock - shares outstanding, beginning balance at Dec. 31, 2021		44,520,542
Stockholders' Equity Attributable to Parent at Dec. 31, 2021	$ 3,584	$ 49	$ 546,693	$ (29,847)	$ (508,652)	$ (4,659)
Treasury stock - shares, beginning balance at Dec. 31, 2021				4,680,723
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures		1,010,875
Stock Issued During Period, Value, Restricted Stock Award, Gross	(1,653)	$ 1	(1,654)
Stock Issued During Period, Shares, Employee Stock Purchase Plans		106,586
Proceeds from Stock Plans	2,722		2,722
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	42,714		42,714
Other Comprehensive Income (Loss), Net of Tax	(594)					(594)
Net Income (Loss) Attributable to Parent	(82,246)				(82,246)
Stockholders' Equity Attributable to Parent at Dec. 31, 2022	(35,473)	$ 50	590,475	$ (29,847)	(590,898)	(5,253)
Treasury stock - shares, ending balance at Dec. 31, 2022				4,680,723
Common stock - shares outstanding, ending balance at Dec. 31, 2022		45,638,003
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures		761,850
Stock Issued During Period, Value, Restricted Stock Award, Gross	(9,299)	$ 1	(9,300)
Stock Issued During Period, Shares, Employee Stock Purchase Plans		104,008
Proceeds from Stock Plans	2,170		2,170
Adjustment to additional paid in capital, purchase of capped call	(21,618)		(21,618)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	42,357		42,357
Other Comprehensive Income (Loss), Net of Tax	344					344
Net Income (Loss) Attributable to Parent	(56,354)				(56,354)
Stockholders' Equity Attributable to Parent at Dec. 31, 2023	$ (77,873)	$ 51	604,084	$ (29,847)	(647,252)	(4,909)
Treasury stock - shares, ending balance at Dec. 31, 2023	4,680,723			4,680,723
Common stock - shares outstanding, ending balance at Dec. 31, 2023	46,503,861	46,503,861
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures		815,442
Stock Issued During Period, Value, Restricted Stock Award, Gross	$ (12,704)	$ 1	(12,705)
Stock Issued During Period, Shares, Employee Stock Purchase Plans	83,706	83,706
Proceeds from Stock Plans	$ 2,079		2,079
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	40,754		40,754
Other Comprehensive Income (Loss), Net of Tax	(484)					(484)
Net Income (Loss) Attributable to Parent	(20,475)				(20,475)
Stockholders' Equity Attributable to Parent at Dec. 31, 2024	$ (68,703)	$ 52	$ 634,212	$ (29,847)	$ (667,727)	$ (5,393)
Treasury stock - shares, ending balance at Dec. 31, 2024	4,680,723			4,680,723
Common stock - shares outstanding, ending balance at Dec. 31, 2024	47,403,009	47,403,009

Organization and Nature of Operations	12 Months Ended
Organization and Nature of Operations	Dec. 31, 2024
Organization and Nature of Operations [Abstract]
Organization and nature of operations	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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Dollar Amounts

Use of Estimates

Cash and Cash Equivalents

Trade and Other Receivables

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist primarily of prepaid third-party software subscription and license fees, deferred project costs and prepaid taxes.

Property and Equipment, Net

Internal-Use Software

Leases

Deferred Costs

Deferred Implementation Costs

Deferred Revenue

Impairment of Long-Lived Assets

Intangible Assets and Goodwill

Equity Investments

Financial Instruments

Convertible Senior Notes

Research and Development

Software Development Costs

Revenue Recognition

The Company derives its revenues primarily from subscriptions, services, and associated software maintenance and support.

The Company determines revenue recognition through the following steps:

•identification of the contract, or contracts, with a customer;

•identification of the performance obligations in the customer contract(s);

•determination of the transaction price;

•allocation of the transaction price to each performance obligation in the customer contract(s); and

•recognition of revenue when, or as, the Company satisfies a performance obligation.

Subscription revenue

service and, as a result, are accounted for as service contracts. The Company's subscription contracts are generally one to five years in length and primarily billed annually in advance.

Maintenance and support revenue

Services revenue

Customer contracts with multiple performance obligations

Disaggregation of revenue

Foreign Currency

Noncash Share-Based Compensation

The Company issues common stock from its pool of authorized stock upon exercise of stock options, settlement of SARs and MSUs or upon vesting of RSUs.

The following table presents the number of awards outstanding for each award type as of December 31, 2024 and 2023 (in thousands):


	December 31,
Award type	2024	2023

Restricted stock units (time-based)	2,660	2,767



Market stock units	439	358

Restricted stock units. The fair value of the RSUs (time-based) is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period.

Equity consideration. The fair value of the equity consideration stock awards is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period.

Income Taxes

Segment Reporting

Earnings Per Share

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Trade and Other Receivables, Net

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Receivables, Net

Accounts receivable at December 31, 2024 and 2023, consists of the following (in thousands):


	December 31,
	2024		2023
Accounts and other receivables	$	58,655	$	41,826
Contract assets and unbilled receivables	7,249		7,806
Total receivables	65,904		49,632
Less: Allowance for credit losses	(922)		(574)
Trade and other receivables, net	$	64,982	$	49,058

Deferred Costs (Notes)	12 Months Ended
Deferred Costs (Notes)	Dec. 31, 2024
Deferred Costs [Abstract]
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]	Deferred Costs Deferred costs, which primarily consist of capitalized sales commissions, were $16.1 million and $15.1 million as of December 31, 2024 and 2023, respectively. Amortization expense for the deferred costs was $4.6 million, $5.7 million and $5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.

Deferred Implementation costs (Notes)	12 Months Ended
Deferred Implementation costs (Notes)	Dec. 31, 2024
Deferred Implementation Costs [Abstract]
Deferred Implementation Costs [Text Block]	Deferred Implementation Costs Deferred implementation costs, which relate to certain customer contract fulfillment costs, were $0.7 million and $1.0 million as of December 31, 2024 and 2023, respectively. Amortization expense for the deferred implementation costs was $0.5 million, $0.8 million and $1.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.

Property and Equipment, net

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Property and Equipment, Net

Property and equipment, net as of December 31, 2024 and 2023 consists of the following:


		December 31,
	Estimated useful life	2024		2023
Furniture and fixtures	5-10 years	$	6,108	$	6,300
Computers and equipment	3-5 years	5,227		14,216
Software	3-6 years	5,558		5,552
Capitalized internal-use software development costs	3 years	10,843		11,879
Leasehold improvements	Shorter of lease term or useful life	20,802		21,727

Property and equipment, gross		48,538		59,674
Less: Accumulated depreciation and amortization		(28,793)		(36,623)
Property and equipment, net		$	19,745	$	23,051

Leases (Notes)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Lessee, Operating Leases [Text Block]

Leases

As of December 31, 2024, the Company did not have any finance leases.

The components of operating lease expense were as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Operating lease cost	$	6,548	$	6,684	$	8,576
Variable lease cost	5,064		5,408		4,264
Sublease income	(48)		(285)		(222)
Total lease cost	$	11,564	$	11,807	$	12,618

Supplemental information related to leases was as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Cash paid for amounts included in the measurement of lease liability:
Cash paid for operating lease liabilities	$	7,335	$	8,673	$	8,423
Right-of-use asset obtained in exchange for operating lease liability	$	5,976	$	3,207	$	787

December 31, 2024

December 31, 2023

Weighted average remaining lease term:

Operating leases

7.5 years

8.4 years

Weighted average discount rate:

Operating leases

6.12

8.13

As of December 31, 2024, maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
2025	$	7,827
2026	3,900
2027	3,808
2028	3,861
2029	3,913
Thereafter	14,486
Total operating lease payments	37,795
Less: Imputed interest	(7,698)

Total operating lease liabilities	$	30,097

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets

The change in the carrying amount of goodwill for the years ended December 31, 2024 and 2023, was as follows (in thousands):


Balance as of December 31, 2022	$	107,561


Foreign currency translation adjustments	299
Balance as of December 31, 2023	107,860


Foreign currency translation adjustments	(582)
Balance as of December 31, 2024	$	107,278

Intangible assets consisted of the following as of December 31, (in thousands):


		December 31, 2024
	Weighted average useful life (years)	Gross Carrying Amount		Accumulated Amortization*		Net Carrying Amount
Developed technology	6	$	41,861	$	37,055	$	4,806

Maintenance relationships	8	3,327		3,327		—
Customer relationships	5	17,880		16,933		947
Trade name	8	2,100		809		1,291
Acquired technology	2	1,925		1,925		—
Total		$	67,093	$	60,049	$	7,044

*Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, had an immaterial impact on intangible assets as of December 31, 2024.


		December 31, 2023
	Weighted average useful life (years)	Gross Carrying Amount		Accumulated Amortization*		Net Carrying Amount
Developed technology	6	$	42,394	$	34,314	$	8,080

Maintenance relationships	8	3,424		3,424		—
Customer relationships	5	17,926		15,881		2,045
Trade name	8	2,100		547		1,553
Acquired technology	2	1,925		1,925		—
Total		$	67,769	$	56,091	$	11,678

*Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, had an immaterial impact on intangible assets as of December 31, 2023.


Year Ending December 31,	Amount
2025	$	3,736
2026	2,533
2027	263
2028	263
2029	249
Thereafter	—
Total amortization expense	$	7,044

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	Fair Value Measurements The Company adopted fair value measurements guidance for financial and nonfinancial assets and liabilities. The guidance defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The guidance defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets or liabilities in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). A portion of the Company’s existing cash and cash equivalents are invested in short-term interest-bearing obligations with original maturities less than 90 days, principally various types of treasury funds, money market funds and deposits in banks. The Company does not enter into investments for trading or speculative purposes. At December 31, 2024 and 2023, the Company had approximately $149.5 million and $153.2 million, respectively, invested in treasury funds, money market funds, and interest-bearing deposits in banks. The fair value of those investments is determined based on quoted market prices, which represents level 1 in the fair value hierarchy as defined by Accounting Standard Codification ("ASC") 820, "Fair Value Measurement and Disclosure." The fair value of the Company's Notes is classified in the level 2 hierarchy. See Note 14 for further detail regarding the Notes. As of December 31, 2024 and 2023, the Company had $8.0 million of equity securities in privately held companies and a venture fund, which are included in other assets, noncurrent in the Consolidated Balance Sheets. These investments are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. The Company estimates the fair value of its equity investments by considering available information such as pricing in recent rounds of financing and any other readily available market data, which represents level 3 in the fair value hierarchy. An impairment charge to current earnings is recorded when the cost of the investment exceeds its fair value and if a qualitative assessment indicated that the investment is impaired. During the fourth quarter of 2023 and the third quarter of 2022, the Company identified observable price changes related to an equity investment without a readily determinable fair value and recorded non-cash gains of $0.8 million and $3.3 million, respectively, in other income, net in the Consolidated Statements of Comprehensive Loss. During the fourth quarter of 2022, the Company identified an observable price change related to another equity investment. The change was determined to be a decrease in fair value below the carrying cost of the equity investment and the Company recorded an impairment loss of $2.0 million in other income, net in the Consolidated Statements of Comprehensive Loss. As of December 31, 2024 and 2023, the Company determined there were no impairments on its equity investments.

Deferred Revenue and Performance Obligation (Notes)	12 Months Ended
Deferred Revenue and Performance Obligation (Notes)	Dec. 31, 2024
Deferred Revenue and Performance Obligation [Abstract]
Deferred revenue and performance obligation [Text Block]	Deferred Revenue and Performance Obligations Deferred Revenue For the years ended December 31, 2024 and 2023, the Company recognized approximately $119.7 million and $110.1 million, respectively, of revenue that was included in the deferred revenue balances at the beginning of the respective periods and primarily related to subscription services, maintenance and support, and other services. Performance Obligations As of December 31, 2024, the Company expects to recognize approximately $475.7 million of revenue from remaining performance obligations. The Company expects to recognize revenue on approximately $246.7 million of these performance obligations over the next 12 months, with the balance recognized thereafter.

Earnings per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Earnings per Share

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Year Ended December 31,
	2024		2023		2022
Numerator:
Net loss	$	(20,475)	$	(56,354)	$	(82,246)
Denominator:
Weighted average shares (basic)	47,116		46,155		45,269
Dilutive effect of potential common shares	—		—		—
Weighted average shares (diluted)	47,116		46,155		45,269
Basic loss per share	$	(0.43)	$	(1.22)	$	(1.82)
Diluted loss per share	$	(0.43)	$	(1.22)	$	(1.82)

Noncash Share-based Compensation

12 Months Ended

Dec. 31, 2024

Noncash Share-based Compensation [Abstract]

Noncash Share-based Compensation

Noncash Share-Based Compensation

Employee Noncash Share-based Compensation Plans


	Year Ended December 31,
	2024		2023		2022
Share-based compensation:
Cost of revenue	$	4,576	$	3,923	$	3,898
Operating expenses:
Selling and marketing	9,209		11,834		12,360
Research and development	8,799		10,524		12,496
General and administrative	18,170		16,076		13,960
Total included in operating expenses	36,178		38,434		38,816
Total share-based compensation expense	$	40,754	$	42,357	$	42,714

RSUs (time-based)

The following table summarizes the Company's unvested time-based RSUs as of December 31, 2024, and changes during the year then ended (number of shares in thousands):


	Number of shares	Weighted average grant date fair value		Weighted average remaining contractual term (years)
Unvested at December 31, 2023	2,767	$	30.50
Granted	1,618	32.61
Vested	(1,197)	31.58
Forfeited	(528)	31.14
Unvested at December 31, 2024	2,660	$	31.17	2.47

MSUs


	Number of unvested awards	Weighted average grant date fair value		Weighted average remaining contractual term (years)
Unvested at December 31, 2023	358	$	38.21
Granted	180	39.95
Vested	(30)	50.05
Forfeited	(69)	50.05
Expired	—	—
Unvested at December 31, 2024	439	$	36.25	1.23

The total fair value as of the respective vesting date of the MSUs vested during the years ended December 31, 2024, 2023 and 2022 was $1.0 million, zero and zero, respectively.


	Year Ended December 31,
	2024	2023	2022
Volatility	51.24%	63.26%	54.50%
Risk-free interest rate	4.14%	3.76%	1.20%
Expected award life in years	2.90	2.97	2.97
Dividend yield	—%	—%	—%

Employee Stock Purchase Plan

Income Tax Disclosure

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

The income tax provision consisted of the following for the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	—	$	—	$	—
State and Foreign	1,314		933		932
	1,314		933		932
Deferred:
Federal	—		—		—
State	—		—		—
Income tax provision	$	1,314	$	933	$	932


	Year Ended December 31,
	2024		2023		2022
Provision at the U.S. federal statutory rate	$	(4,024)	$	(11,639)	$	(17,076)
Increase (decrease) resulting from:

Nondeductible expenses	1,059		622		215

Statutory to GAAP income adjustment	(34)		28		238


Noncash share-based compensation	2,225		3,221		3,971

Other	275		117		(64)
Foreign withholding taxes	792		705		506
Cancellation of debt income	—		2,272		—
Incremental benefits for tax credits	(1,776)		(1,599)		(1,976)
Change in tax rate/income subject to lower tax rates	(61)		3,208		(865)
Change related to prior tax years	(751)		(774)		(662)

Change in valuation allowance	3,609		4,772		16,645
Income tax provision	$	1,314	$	933	$	932

The Company’s effective tax rate was (7)%, (2)% and (1)% for the years ended December 31, 2024, 2023 and 2022, respectively.


	Year Ended December 31,
	2024		2023








Noncurrent deferred taxes:
Property and equipment	$	(374)	$	(869)
Noncash share-based compensation	2,729		3,363
Disallowed interest expense	4,961		7,347


Amortization	1,345		1,850

Operating lease right-of-use assets	(8,821)		(8,818)
Operating lease liabilities	11,830		12,312
R&E tax credit carryforwards	20,060		18,461
Capitalized research and development expenses	32,642		22,575
Deferred revenue	1,240		849

Federal Net Operating Losses ("NOLs")	83,875		90,964
State NOLs	2,244		2,267
State R&E tax credits	4,157		4,157
Foreign NOLs	17,184		15,132
Foreign tax credit carryforward	1,600		2,033
Other	(2,659)		(3,814)
Total noncurrent deferred tax assets	172,013		167,809
Less: Valuation allowance	(171,832)		(167,632)

Total net deferred tax asset	$	181	$	177

The net deferred tax asset is included in other assets, noncurrent in the accompanying Consolidated Balance Sheets.

Convertible debt (Notes)

12 Months Ended

Dec. 31, 2024

Debt Instrument [Line Items]

Long-term Debt [Text Block]

Convertible Senior Notes

•upon the occurrence of specified corporate events.

As of December 31, 2024, the 2027 Notes are not yet convertible, and their remaining life is approximately 33 months.

The Notes consist of the following (in thousands):


	December 31, 2024		December 31, 2023

Principal	$	266,816	$	288,529
Debt premium, net of amortization	7,092		9,776
Debt issuance costs, net of amortization	(3,111)		(4,313)
Net carrying amount	$	270,797	$	293,992

The following table sets forth total interest expense recognized related to the Notes (in thousands):


	Year Ended December 31,
	2024		2023		2022
Coupon	$	6,078	$	5,145	$	4,813
Amortization of debt issuance costs	1,202		1,349		1,491
Amortization of debt premium	(2,684)		(612)		—
Total	$	4,596	$	5,882	$	6,304

Capped Call Transactions

Credit Facility	12 Months Ended
Credit Facility	Dec. 31, 2024
Credit Facility Disclosure [Abstract]
Debt Disclosure [Text Block]	Credit Facility On July 21, 2023, the Company, through its wholly owned subsidiary PROS, Inc., entered into a three-year secured credit agreement ("Credit Agreement") with the lenders from time to time party thereto and Texas Capital Bank as administrative agent for the lenders party thereto. The Credit Agreement provides for a revolving line of credit of up to $50.0 million, with interest paid monthly, at a rate per annum equal to the 30-day secured overnight financing rate ("SOFR") plus a 0.10% per annum SOFR adjustment plus an applicable margin of 4.25%. Borrowings under the Credit Agreement are collateralized by a first priority interest in and lien on all of the Company's material assets. The Credit Agreement contains affirmative and negative covenants, including covenants which restrict the ability of the Company to, among other things, create liens, incur additional indebtedness and engage in certain other transactions, in each case subject to certain exclusions. In addition, the Credit Agreement contains certain financial covenants which become effective in the event the Company's liquidity (as defined in the Credit Agreement) falls below a certain level. The Credit Agreement also has a depository condition which requires the Company to maintain a cash balance of at least $10.0 million with the administrative agent throughout the term of the Credit Agreement. This amount has been included in restricted cash in the Consolidated Balance Sheets. As of December 31, 2024, the Company was in compliance with all financial covenants and the depository condition in the Credit Agreement. As of December 31, 2024 and 2023, $0.4 million and $0.7 million, respectively, of unamortized debt issuance costs related to the Credit Agreement are included in prepaid and other current assets and other assets, noncurrent in the Consolidated Balance Sheets. For the years ended December 31, 2024 and 2023, the Company recorded $0.3 million and $0.1 million, respectively, of amortization of debt issuance costs which are included in other income, net in the Consolidated Statements of Comprehensive Loss. As of December 31, 2024, the Company had no outstanding borrowings under the Credit Agreement.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Litigation

Purchase Commitments


Year Ending December 31,	Amount
2025	$	50,846
2026	54,585
2027	1,392
2028	1,482
2029	1,226
Thereafter	—
Total	$	109,531

Indemnification

Segment and Geographical Information

12 Months Ended

Dec. 31, 2024

Revenues from External Customers and Long-Lived Assets [Line Items]

Segment Reporting Disclosure [Text Block]

Segment and Geographic Information

Revenue and Long-Lived Assets by Geography


	Year Ended December 31,
	2024				2023				2022
	Revenue		Percent		Revenue		Percent		Revenue		Percent
The Americas:
United States of America	$	113,508	34	%	$	107,004	35	%	$	98,361	36	%
Other	32,787		10	%	27,239		9	%	25,137		9	%
Subtotal	146,295		44	%	134,243		44	%	123,498		45	%
Germany	33,698		10	%	27,574		9	%	26,202		9	%
The rest of Europe	69,288		21	%	71,896		24	%	57,283		21	%
Asia Pacific	43,794		13	%	39,454		13	%	41,055		15	%
The Middle East	34,816		11	%	28,040		9	%	26,395		9	%
Africa	2,481		1	%	2,501		1	%	1,704		1	%
Total revenue	$	330,372	100	%	$	303,708	100	%	$	276,137	100	%

Concentrations of Risk	12 Months Ended
Concentrations of Risk	Dec. 31, 2024
Risks and Uncertainties [Abstract]
Concentration Risk Disclosure [Text Block]	Concentrations of Credit RiskThe Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and trade accounts receivable. The Company's deposits exceed federally insured limits. For the year ended December 31, 2024, no customer accounted for 10% or more of trade accounts receivables. For the years ended December 31, 2024, 2023 and 2022, no single customer accounted for 10% or more of revenue.

Related Party Transaction	12 Months Ended
Related Party Transaction	Dec. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Related-Party Transactions The Company currently has employment agreements with its executive officers. In the event of termination of employment other than for cause, the employment agreements provide separation benefits, including twelve to eighteen months of salary, as well as the vesting of certain equity awards.

Employment Retirement Savings	12 Months Ended
Employment Retirement Savings	Dec. 31, 2024
Retirement Benefits [Abstract]
Defined Benefit Plan Disclosure [Line Items]	Employee Retirement Savings Plan The Company has a 401(k) savings plan for all eligible employees in the United States. Historically, the Company’s matching contribution has been 50% of the first 8% of employee contributions, and the Company may also make discretionary contributions. In April 2023, the Company's matching contribution changed to 50% of the first 4% of employee contributions only for the duration of the year ended December 31, 2023. Matching contributions by the Company in 2024, 2023 and 2022 totaled approximately $3.5 million, $2.7 million and $3.9 million, respectively.

Severance and Other Related Costs	12 Months Ended
Severance and Other Related Costs	Dec. 31, 2024
Restructuring and Related Activities [Abstract]
Severance and other related costs	Severance and Other Related Costs In October 2022, the Company reprioritized its investments to focus on supporting key growth areas of its business. As a result of this reprioritization, the Company incurred approximately $4.0 million of severance, employee benefits, outplacement and related costs in the fourth quarter of 2022. These costs were recorded primarily as operating expenses in the Consolidated Statements of Comprehensive Loss, mainly research and development, and sales and marketing. During the quarter ended December 31, 2022, cash payments of $3.1 million were recorded for the incurred costs. In the first quarter of 2023, the Company made certain organizational changes and incurred approximately $3.6 million of severance, employee benefits, outplacement and related costs. These costs were recorded primarily as operating expenses in the Consolidated Statements of Comprehensive Loss, mainly research and development, and sales and marketing. During the year ended December 31, 2023, cash payments of $4.1 million were recorded for the incurred severance costs. As of December 31, 2023, all severance and other related costs were fully paid.

Other Income and Expenses

12 Months Ended

Dec. 31, 2024

Other Income and Expenses [Abstract]

Other Nonoperating Income and Expense

Other Income, Net

Other income, net consisted of the following (in thousands):


	Year Ended December 31,
	2024		2023		2022
Interest income (expense), net	$	6,220	$	7,728	$	2,333
Foreign currency (loss) gain, net	(1,329)		(1,124)		(613)
Gain/(loss) on equity investments, net (2)	—		828		1,308
Loss on derivatives (1)	—		(4,489)		—
Loss on debt extinguishment (1)	—		(1,779)		—
Other (3)	(434)		(101)		56
Total other income, net	$	4,457	$	1,063	$	3,084

(1) Losses were recognized in connection with the Notes Exchange, see Note 14.

(2) See Note 9 for additional detail on the gain (loss) on equity investments, net.

(3) Includes loss on disposal of assets of $0.8 million related to a lease modification in the first quarter of 2024, see Note 7.

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2024

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

Schedule II

Valuation and Qualifying Accounts


	Balance at beginning of period		Additions charged to costs and expenses		Deductions (1)		Other (2)		Balance at end of period
Allowance for credit losses
2024	$	574	$	452	$	(104)	$	—	$	922
2023	$	609	$	114	$	(149)	$	—	$	574
2022	$	1,206	$	552	$	(1,149)	$	—	$	609
Valuation allowance
2024	$	167,632	$	3,609	$	—	$	591	$	171,832
2023	$	165,671	$	4,772	$	—	$	(2,811)	$	167,632
2022	$	146,832	$	16,645	$	—	$	2,194	$	165,671

(1) Deductions column represents the reversal of additions previously charged to costs and expenses and uncollectible accounts written off, net of recoveries.

(2) Other column represents the cumulative translation adjustment impact on the allowance.

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (20,475)	$ (56,354)	$ (82,246)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Our Board recognizes the critical importance of maintaining the trust and confidence of our customers, business partners and employees. Our Board is actively involved in oversight of our risk management program, and cybersecurity represents an important component of our overall approach to enterprise risk management (“ERM”). Our cybersecurity policies, standards, processes and practices are integrated into our ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and responding to Cybersecurity Events when they occur. Risk Management and Strategy As a critical element of our overall ERM approach, our cybersecurity program is focused on the following key areas: Governance. As discussed in more detail under the heading “Governance” below, our Board and management devote significant time to cybersecurity risk oversight. The Board annually reviews our overall cybersecurity risk profile to help ensure that sensitive data remains secure in an ever-changing threat landscape, including risk preparedness and mitigation strategies. This assessment considers a range of factors, including our business objectives, the threat landscape, industry trends and regulatory requirements. The Audit Committee of the Board ("Audit Committee") oversees our cybersecurity risk management and regularly meets, not less than quarterly, with our Chief Information Security Officer (“CISO”) and other members of management, including those with significant roles in our cybersecurity efforts. Our Executive Steering Committee, described below, provides senior management oversight to our cybersecurity program. Collaboration. We take a cross-functional approach to identify, prevent and mitigate cybersecurity threats and incidents, and implement controls and procedures designed to promptly escalate certain Cybersecurity Events to help ensure timely review, disclosure and reporting of such incidents. Technical Safeguards. We deploy technical safeguards designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which we evaluate and improve through vulnerability assessments and cybersecurity threat intelligence. Incident Response and Recovery Planning. We established and maintain incident response and recovery plans that address our response to a Cybersecurity Event, and test and evaluate such plans on a regular basis. Third-Party Risk Management. We maintain a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as third-party systems that could adversely impact our business in the event of a Cybersecurity Event affecting those systems. Education and Awareness. We provide regular, mandatory training for our employees regarding cybersecurity threats and our security policies to equip our employees with tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices. We regularly assess and test our cybersecurity policies, standards, processes and practices. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage recognized third-party experts to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. We adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. Governance Our Board, in coordination with the Audit Committee, oversees our ERM process, including the management of risks from cybersecurity threats. The Board and the Audit Committee receive regular presentations and reports on cybersecurity risks from our CISO, which can include a wide range of topics such as recent developments, evolving standards, security effectiveness, vulnerability assessments, third-party and independent reviews, the current and evolving threat environment, incident response planning, remediation efforts, employee training and awareness (such as the results of our annual cybersecurity training), technological trends and information security considerations arising with respect to our peers and third parties. On a quarterly basis, our Audit Committee discusses our approach to cybersecurity risk management with our CISO and other members of management, including planned initiatives to help the Board evaluate the effectiveness of our cybersecurity program. One of our independent directors, Ms. Hammoud, a seasoned software executive, is a member of the Audit Committee and also provides direct guidance on cybersecurity matters to our CISO outside of regularly scheduled Audit Committee and Board meetings. Our CISO, in coordination with our Executive Steering Committee, which includes our CEO, our Chief Financial Officer (“CFO”), our Executive Vice President, Engineering, our Senior Director, IT and our General Counsel, works collaboratively across the Company to implement a cybersecurity risk management program intended to protect our information systems from cybersecurity threats and to promptly respond to any Cybersecurity Events in accordance with our incident response and recovery plans. As part of that program, multidisciplinary teams across the Company (both standing, regular teams and special teams as needed) are deployed to provide governance over cybersecurity issues, address cybersecurity threats and to respond to Cybersecurity Events. Through ongoing communications with these teams, our CISO and management monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and report such threats and incidents to the Audit Committee, and in certain incidents to the Board, when appropriate. Our CISO has served in various roles in risk management and enterprise and cybersecurity for over 20 years, including serving as Deputy CISO at a global cybersecurity software company. Our CISO has attained numerous professional certifications, including Certified Information Systems Security Professional, Certified in Risk and Information Systems Control, Certified Information Security Manager, Certified Information Systems Auditor, and GIAC Security Operations Manager. Our CEO, who has decades of software engineering experience, has served as our CEO and as a member of our Board for fourteen years, during which time he has overseen our ERM program, including risks arising from cybersecurity threats. Our CFO and General Counsel each have more than 20 years of experience managing risks, including both at the Company and with other public companies. The other members of our Executive Steering Committee are all experienced leaders in their respective areas of management with extensive SaaS operational experience. In 2024, we did not identify any cybersecurity threats that materially affected or are reasonably likely to materially affect our business strategy, results of operations, cash flows or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, nor provide assurances that we have not experienced undetected Cybersecurity Events. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our Board is actively involved in oversight of our risk management program, and cybersecurity represents an important component of our overall approach to enterprise risk management (“ERM”). Our cybersecurity policies, standards, processes and practices are integrated into our ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	As discussed in more detail under the heading “Governance” below, our Board and management devote significant time to cybersecurity risk oversight. The Board annually reviews our overall cybersecurity risk profile to help ensure that sensitive data remains secure in an ever-changing threat landscape, including risk preparedness and mitigation strategies. This assessment considers a range of factors, including our business objectives, the threat landscape, industry trends and regulatory requirements.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee of the Board ("Audit Committee") oversees our cybersecurity risk management and regularly meets, not less than quarterly, with our Chief Information Security Officer (“CISO”) and other members of management, including those with significant roles in our cybersecurity efforts. Our Executive Steering Committee, described below, provides senior management oversight to our cybersecurity program.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee of the Board ("Audit Committee") oversees our cybersecurity risk management and regularly meets, not less than quarterly, with our Chief Information Security Officer (“CISO”) and other members of management, including those with significant roles in our cybersecurity efforts.
Cybersecurity Risk Role of Management [Text Block]	Our CISO, in coordination with our Executive Steering Committee, which includes our CEO, our Chief Financial Officer (“CFO”), our Executive Vice President, Engineering, our Senior Director, IT and our General Counsel, works collaboratively across the Company to implement a cybersecurity risk management program intended to protect our information systems from cybersecurity threats and to promptly respond to any Cybersecurity Events in accordance with our incident response and recovery plans. As part of that program, multidisciplinary teams across the Company (both standing, regular teams and special teams as needed) are deployed to provide governance over cybersecurity issues, address cybersecurity threats and to respond to Cybersecurity Events. Through ongoing communications with these teams, our CISO and management monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and report such threats and incidents to the Audit Committee, and in certain incidents to the Board, when appropriate.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our CISO, in coordination with our Executive Steering Committee, which includes our CEO, our Chief Financial Officer (“CFO”), our Executive Vice President, Engineering, our Senior Director, IT and our General Counsel, works collaboratively across the Company to implement a cybersecurity risk management program intended to protect our information systems from cybersecurity threats and to promptly respond to any Cybersecurity Events in accordance with our incident response and recovery plans. As part of that program, multidisciplinary teams across the Company (both standing, regular teams and special teams as needed) are deployed to provide governance over cybersecurity issues, address cybersecurity threats and to respond to Cybersecurity Events.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our CISO has served in various roles in risk management and enterprise and cybersecurity for over 20 years, including serving as Deputy CISO at a global cybersecurity software company. Our CISO has attained numerous professional certifications, including Certified Information Systems Security Professional, Certified in Risk and Information Systems Control, Certified Information Security Manager, Certified Information Systems Auditor, and GIAC Security Operations Manager. Our CEO, who has decades of software engineering experience, has served as our CEO and as a member of our Board for fourteen years, during which time he has overseen our ERM program, including risks arising from cybersecurity threats. Our CFO and General Counsel each have more than 20 years of experience managing risks, including both at the Company and with other public companies. The other members of our Executive Steering Committee are all experienced leaders in their respective areas of management with extensive SaaS operational experience.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Through ongoing communications with these teams, our CISO and management monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and report such threats and incidents to the Audit Committee, and in certain incidents to the Board, when appropriate.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Principles of Consolidation and Basis of Presentation

Dollar amounts

Dollar Amounts

Use of estimates

Use of Estimates

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block]

Trade and Other Receivables

Prepaid Expenses and Other Assets [Policy Text Block]

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist primarily of prepaid third-party software subscription and license fees, deferred project costs and prepaid taxes.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment, Net

Internal-use software

Internal-Use Software

Lessee, Leases [Policy Text Block]

Leases

Revenue Recognition, Customer Acquisitions [Policy Text Block]

Deferred Costs

Deferred Charges, Policy [Policy Text Block]

Deferred Implementation Costs

Revenue Recognition, Deferred Revenue [Policy Text Block]

Deferred Revenue

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Intangible Assets and Goodwill

Investment, Policy

Equity Investments

Fair Value of Financial Instruments, Policy [Policy Text Block]

Financial Instruments

Debt, Policy [Policy Text Block]

Convertible Senior Notes

Research, Development, and Computer Software, Policy [Policy Text Block]

Research and Development

Software Development Costs

Revenue recognition

Revenue Recognition

The Company derives its revenues primarily from subscriptions, services, and associated software maintenance and support.

The Company determines revenue recognition through the following steps:

•identification of the contract, or contracts, with a customer;

•identification of the performance obligations in the customer contract(s);

•determination of the transaction price;

•allocation of the transaction price to each performance obligation in the customer contract(s); and

•recognition of revenue when, or as, the Company satisfies a performance obligation.

Subscription revenue

service and, as a result, are accounted for as service contracts. The Company's subscription contracts are generally one to five years in length and primarily billed annually in advance.

Maintenance and support revenue

Services revenue

Customer contracts with multiple performance obligations

Disaggregation of revenue

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency

Noncash share-based compensation

Noncash Share-Based Compensation

The Company issues common stock from its pool of authorized stock upon exercise of stock options, settlement of SARs and MSUs or upon vesting of RSUs.

The following table presents the number of awards outstanding for each award type as of December 31, 2024 and 2023 (in thousands):


	December 31,
Award type	2024	2023

Restricted stock units (time-based)	2,660	2,767



Market stock units	439	358

Restricted stock units. The fair value of the RSUs (time-based) is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period.

Equity consideration. The fair value of the equity consideration stock awards is based on the closing price of the Company’s stock on the date of grant and is amortized over the vesting period.

Income taxes

Income Taxes

Segment Reporting, Policy [Policy Text Block]

Segment Reporting

Earnings per share

Earnings Per Share

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

The following table presents the number of awards outstanding for each award type as of December 31, 2024 and 2023 (in thousands):


	December 31,
Award type	2024	2023

Restricted stock units (time-based)	2,660	2,767



Market stock units	439	358

Trade and Other Receivables, Net (Tables)

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts receivable at December 31, 2024 and 2023, consists of the following (in thousands):


	December 31,
	2024		2023
Accounts and other receivables	$	58,655	$	41,826
Contract assets and unbilled receivables	7,249		7,806
Total receivables	65,904		49,632
Less: Allowance for credit losses	(922)		(574)
Trade and other receivables, net	$	64,982	$	49,058

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment, net as of December 31, 2024 and 2023 consists of the following:


		December 31,
	Estimated useful life	2024		2023
Furniture and fixtures	5-10 years	$	6,108	$	6,300
Computers and equipment	3-5 years	5,227		14,216
Software	3-6 years	5,558		5,552
Capitalized internal-use software development costs	3 years	10,843		11,879
Leasehold improvements	Shorter of lease term or useful life	20,802		21,727

Property and equipment, gross		48,538		59,674
Less: Accumulated depreciation and amortization		(28,793)		(36,623)
Property and equipment, net		$	19,745	$	23,051

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Lease, Cost [Table Text Block]

The components of operating lease expense were as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Operating lease cost	$	6,548	$	6,684	$	8,576
Variable lease cost	5,064		5,408		4,264
Sublease income	(48)		(285)		(222)
Total lease cost	$	11,564	$	11,807	$	12,618

Supplemental Cash Flow Information Related to Leases [Table Text Block]

Supplemental information related to leases was as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Cash paid for amounts included in the measurement of lease liability:
Cash paid for operating lease liabilities	$	7,335	$	8,673	$	8,423
Right-of-use asset obtained in exchange for operating lease liability	$	5,976	$	3,207	$	787

Supplemental Balance Sheet Information Related to Leases [Table Text Block]

December 31, 2024

December 31, 2023

Weighted average remaining lease term:

Operating leases

7.5 years

8.4 years

Weighted average discount rate:

Operating leases

6.12

8.13

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

As of December 31, 2024, maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
2025	$	7,827
2026	3,900
2027	3,808
2028	3,861
2029	3,913
Thereafter	14,486
Total operating lease payments	37,795
Less: Imputed interest	(7,698)

Total operating lease liabilities	$	30,097

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill [Line Items]

Schedule of Goodwill [Table Text Block]

The change in the carrying amount of goodwill for the years ended December 31, 2024 and 2023, was as follows (in thousands):


Balance as of December 31, 2022	$	107,561


Foreign currency translation adjustments	299
Balance as of December 31, 2023	107,860


Foreign currency translation adjustments	(582)
Balance as of December 31, 2024	$	107,278

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Intangible assets consisted of the following as of December 31, (in thousands):


		December 31, 2024
	Weighted average useful life (years)	Gross Carrying Amount		Accumulated Amortization*		Net Carrying Amount
Developed technology	6	$	41,861	$	37,055	$	4,806

Maintenance relationships	8	3,327		3,327		—
Customer relationships	5	17,880		16,933		947
Trade name	8	2,100		809		1,291
Acquired technology	2	1,925		1,925		—
Total		$	67,093	$	60,049	$	7,044

*Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, had an immaterial impact on intangible assets as of December 31, 2024.


		December 31, 2023
	Weighted average useful life (years)	Gross Carrying Amount		Accumulated Amortization*		Net Carrying Amount
Developed technology	6	$	42,394	$	34,314	$	8,080

Maintenance relationships	8	3,424		3,424		—
Customer relationships	5	17,926		15,881		2,045
Trade name	8	2,100		547		1,553
Acquired technology	2	1,925		1,925		—
Total		$	67,769	$	56,091	$	11,678

*Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, had an immaterial impact on intangible assets as of December 31, 2023.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

As of December 31, 2024, the expected future amortization expense for the acquired intangible assets for each of the five succeeding years and thereafter was as follows (in thousands):


Year Ending December 31,	Amount
2025	$	3,736
2026	2,533
2027	263
2028	263
2029	249
Thereafter	—
Total amortization expense	$	7,044

Earnings per Share (Table)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the computation of basic and diluted earnings per share:


	Year Ended December 31,
	2024		2023		2022
Numerator:
Net loss	$	(20,475)	$	(56,354)	$	(82,246)
Denominator:
Weighted average shares (basic)	47,116		46,155		45,269
Dilutive effect of potential common shares	—		—		—
Weighted average shares (diluted)	47,116		46,155		45,269
Basic loss per share	$	(0.43)	$	(1.22)	$	(1.82)
Diluted loss per share	$	(0.43)	$	(1.22)	$	(1.82)

Noncash Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation Expense


	Year Ended December 31,
	2024		2023		2022
Share-based compensation:
Cost of revenue	$	4,576	$	3,923	$	3,898
Operating expenses:
Selling and marketing	9,209		11,834		12,360
Research and development	8,799		10,524		12,496
General and administrative	18,170		16,076		13,960
Total included in operating expenses	36,178		38,434		38,816
Total share-based compensation expense	$	40,754	$	42,357	$	42,714

Schedule of Nonvested Performance-based Units Activity [Table Text Block]

The following table summarizes the Company's MSUs activity for the year ended December 31, 2024 (number of shares in thousands):


	Number of unvested awards	Weighted average grant date fair value		Weighted average remaining contractual term (years)
Unvested at December 31, 2023	358	$	38.21
Granted	180	39.95
Vested	(30)	50.05
Forfeited	(69)	50.05
Expired	—	—
Unvested at December 31, 2024	439	$	36.25	1.23

Market Stock Units Valuation Assumptions [Table Text Block]

Significant weighted average assumptions used in the Monte Carlo simulation model for MSUs granted during the years ended December 31, 2024, 2023 and 2022 are as follows:


	Year Ended December 31,
	2024	2023	2022
Volatility	51.24%	63.26%	54.50%
Risk-free interest rate	4.14%	3.76%	1.20%
Expected award life in years	2.90	2.97	2.97
Dividend yield	—%	—%	—%

Restricted Stock Unit - time based [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]

The following table summarizes the Company's unvested time-based RSUs as of December 31, 2024, and changes during the year then ended (number of shares in thousands):


	Number of shares	Weighted average grant date fair value		Weighted average remaining contractual term (years)
Unvested at December 31, 2023	2,767	$	30.50
Granted	1,618	32.61
Vested	(1,197)	31.58
Forfeited	(528)	31.14
Unvested at December 31, 2024	2,660	$	31.17	2.47

Income Tax Disclosure (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The income tax provision consisted of the following for the years ended December 31, 2024, 2023 and 2022 (in thousands):


	Year Ended December 31,
	2024		2023		2022
Current:
Federal	$	—	$	—	$	—
State and Foreign	1,314		933		932
	1,314		933		932
Deferred:
Federal	—		—		—
State	—		—		—
Income tax provision	$	1,314	$	933	$	932

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]


	Year Ended December 31,
	2024		2023		2022
Provision at the U.S. federal statutory rate	$	(4,024)	$	(11,639)	$	(17,076)
Increase (decrease) resulting from:

Nondeductible expenses	1,059		622		215

Statutory to GAAP income adjustment	(34)		28		238


Noncash share-based compensation	2,225		3,221		3,971

Other	275		117		(64)
Foreign withholding taxes	792		705		506
Cancellation of debt income	—		2,272		—
Incremental benefits for tax credits	(1,776)		(1,599)		(1,976)
Change in tax rate/income subject to lower tax rates	(61)		3,208		(865)
Change related to prior tax years	(751)		(774)		(662)

Change in valuation allowance	3,609		4,772		16,645
Income tax provision	$	1,314	$	933	$	932

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]


	Year Ended December 31,
	2024		2023








Noncurrent deferred taxes:
Property and equipment	$	(374)	$	(869)
Noncash share-based compensation	2,729		3,363
Disallowed interest expense	4,961		7,347


Amortization	1,345		1,850

Operating lease right-of-use assets	(8,821)		(8,818)
Operating lease liabilities	11,830		12,312
R&E tax credit carryforwards	20,060		18,461
Capitalized research and development expenses	32,642		22,575
Deferred revenue	1,240		849

Federal Net Operating Losses ("NOLs")	83,875		90,964
State NOLs	2,244		2,267
State R&E tax credits	4,157		4,157
Foreign NOLs	17,184		15,132
Foreign tax credit carryforward	1,600		2,033
Other	(2,659)		(3,814)
Total noncurrent deferred tax assets	172,013		167,809
Less: Valuation allowance	(171,832)		(167,632)

Total net deferred tax asset	$	181	$	177

Convertible debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Instrument [Line Items]

Convertible Debt [Table Text Block]

The Notes consist of the following (in thousands):


	December 31, 2024		December 31, 2023

Principal	$	266,816	$	288,529
Debt premium, net of amortization	7,092		9,776
Debt issuance costs, net of amortization	(3,111)		(4,313)
Net carrying amount	$	270,797	$	293,992

The following table sets forth total interest expense recognized related to the Notes (in thousands):


	Year Ended December 31,
	2024		2023		2022
Coupon	$	6,078	$	5,145	$	4,813
Amortization of debt issuance costs	1,202		1,349		1,491
Amortization of debt premium	(2,684)		(612)		—
Total	$	4,596	$	5,882	$	6,304

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Purchase Commitments Table

The following table summarizes the non-cancelable unconditional purchase commitments for each of the next five years and thereafter as of December 31, 2024 (in thousands). The table below includes a multi-year contract with an obligation to spend $98.5 million by November 2026. The timing of the related payments presented below is based on management's estimate as to when those contractual commitments will be satisfied.


Year Ending December 31,	Amount
2025	$	50,846
2026	54,585
2027	1,392
2028	1,482
2029	1,226
Thereafter	—
Total	$	109,531

Segment and Geographical Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]


	Year Ended December 31,
	2024				2023				2022
	Revenue		Percent		Revenue		Percent		Revenue		Percent
The Americas:
United States of America	$	113,508	34	%	$	107,004	35	%	$	98,361	36	%
Other	32,787		10	%	27,239		9	%	25,137		9	%
Subtotal	146,295		44	%	134,243		44	%	123,498		45	%
Germany	33,698		10	%	27,574		9	%	26,202		9	%
The rest of Europe	69,288		21	%	71,896		24	%	57,283		21	%
Asia Pacific	43,794		13	%	39,454		13	%	41,055		15	%
The Middle East	34,816		11	%	28,040		9	%	26,395		9	%
Africa	2,481		1	%	2,501		1	%	1,704		1	%
Total revenue	$	330,372	100	%	$	303,708	100	%	$	276,137	100	%

Other Income and Expenses (Tables)

12 Months Ended

Dec. 31, 2024

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense)

Other income, net consisted of the following (in thousands):


	Year Ended December 31,
	2024		2023		2022
Interest income (expense), net	$	6,220	$	7,728	$	2,333
Foreign currency (loss) gain, net	(1,329)		(1,124)		(613)
Gain/(loss) on equity investments, net (2)	—		828		1,308
Loss on derivatives (1)	—		(4,489)		—
Loss on debt extinguishment (1)	—		(1,779)		—
Other (3)	(434)		(101)		56
Total other income, net	$	4,457	$	1,063	$	3,084

(1) Losses were recognized in connection with the Notes Exchange, see Note 14.

(2) See Note 9 for additional detail on the gain (loss) on equity investments, net.

(3) Includes loss on disposal of assets of $0.8 million related to a lease modification in the first quarter of 2024, see Note 7.

Summary of Significant Accounting Policies Significant Accounting Policies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2021
Summary of Significant Accounting Policies [Line Items]
Total shareholder return period, in years, for vesting of MSUs	3 years
Shares issuable upon vesting of MSUs, maximum	200.00%
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 71.5
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	2 years 7 months 6 days
Inducement Plan 2021
Summary of Significant Accounting Policies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		332,004
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	9,224
Equity Consideration
Summary of Significant Accounting Policies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number		273,120

Summary of Significant Accounting Policies Awards Outstanding (Details) - shares shares in Thousands	Dec. 31, 2024	Dec. 31, 2023
Restricted Stock Unit - time based [Member]
Awards outstanding [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,660	2,767
MSUs
Awards outstanding [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	439	358

Trade and Other Receivables, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, before Allowance for Credit Loss	$ 58,655	$ 41,826
Unbilled Receivables, Current	7,249	7,806
Accounts Receivable, before Allowance for Credit Loss, Current	65,904	49,632
Accounts Receivable, Allowance for Credit Loss	(922)	(574)
Accounts and Other Receivable, after Allowance for Credit Loss, Current	64,982	49,058
Bad debt expense (recovery)	$ 300	$ 0	$ (300)

Deferred Costs (Details) - USD ($) $ in Millions	12 Months Ended
Deferred Costs (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs [Abstract]
Deferred Costs	$ 16.1	$ 15.1
Amortization of Deferred Charges	$ 4.6	$ 5.7	$ 5.8

Deferred Implementation costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred Implementation Costs [Abstract]
Capitalized Contract Cost, Net	$ 0.7	$ 1.0
Capitalized Contract Cost, Amortization	$ 0.5	$ 0.8	$ 1.2

Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 48,538	$ 59,674
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(28,793)	(36,623)
Property, Plant and Equipment, Net	19,745	23,051
Depreciation	3,700	4,500	$ 5,200
Disposal of Fully Depreciated Property Plant and Equipment	11,000	2,700	3,100
Full Depreciated Assets in Use	6,000	14,600
Internal Use Software Developed, Subject To Amortization	10,800	11,900
Capitalized Computer Software, Amortization	10,700	11,800
Tangible Asset Impairment Charges	0	0	1,551
Loss on Disposition of Assets	784	57	$ 0
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 6,108	6,300
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 5,227	14,216
Computer Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 5,558	5,552
Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	6 years
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Property, Plant and Equipment, Gross	$ 10,843	11,879
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 20,802	$ 21,727
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Shorter of Lease Term or Asset Utility [Member]

Leases (Details) - USD ($) $ in Thousands	3 Months Ended					12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Renewal Term	15 years					15 years
Lessee, Operating Lease, Termination Option						1 year
Decrease in right-of-use asset and related lease liability due to modification	$ 3,400		$ 2,400	$ 1,000	$ 2,700
Lease modification, increase in right of use asset		$ 2,100
Lease modification, increase in right of use liability		1,400
Gain on lease modification		$ (700)				$ (697)	$ 0	$ 0
Loss on Disposition of Assets						784	57	0
Operating Lease, Cost						6,548	6,684	8,576
Variable Lease, Cost						5,064	5,408	4,264
Sublease Income						(48)	(285)	(222)
Lease, Cost						11,564	11,807	12,618
Operating Lease, Payments						7,335	8,673	8,423
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability						$ 5,976	$ 3,207	$ 787
Operating Lease, Weighted Average Remaining Lease Term	7 years 6 months		8 years 4 months 24 days			7 years 6 months	8 years 4 months 24 days
Operating Lease, Weighted Average Discount Rate, Percent	6.12%		8.13%			6.12%	8.13%
Total	$ 109,531					$ 109,531
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year					1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	9 years					9 years

Leases Schedule of lease liability maturities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, Payment Due [Abstract]
2025	$ 7,827
2026	3,900
2027	3,808
2028	3,861
2029	3,913
Thereafter	14,486
Lessee, Operating Lease, Liability, Payments, Due	37,795
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(7,698)
Operating Lease, Liability	$ 30,097

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Goodwill	$ 107,860	$ 107,561
Goodwill, Translation Adjustments	(582)	299
Goodwill	$ 107,278	$ 107,860

Goodwill and Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 67,093	$ 67,769
Finite-Lived Intangible Assets, Accumulated Amortization	60,049	56,091
Finite-Lived Intangible Assets, Net	7,044	11,678
Amortization of Intangible Assets	$ 4,600	$ 6,200	$ 9,800
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years	6 years
Finite-Lived Intangible Assets, Gross	$ 41,861	$ 42,394
Finite-Lived Intangible Assets, Accumulated Amortization	37,055	34,314
Finite-Lived Intangible Assets, Net	$ 4,806	$ 8,080
Maintenance relationship [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	8 years	8 years
Finite-Lived Intangible Assets, Gross	$ 3,327	$ 3,424
Finite-Lived Intangible Assets, Accumulated Amortization	3,327	3,424
Finite-Lived Intangible Assets, Net	$ 0	$ 0
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years	5 years
Finite-Lived Intangible Assets, Gross	$ 17,880	$ 17,926
Finite-Lived Intangible Assets, Accumulated Amortization	16,933	15,881
Finite-Lived Intangible Assets, Net	$ 947	$ 2,045
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years	2 years
Finite-Lived Intangible Assets, Gross	$ 1,925	$ 1,925
Finite-Lived Intangible Assets, Accumulated Amortization	1,925	1,925
Finite-Lived Intangible Assets, Net	$ 0	$ 0
Trade Names
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	8 years	8 years
Finite-Lived Intangible Assets, Gross	$ 2,100	$ 2,100
Finite-Lived Intangible Assets, Accumulated Amortization	809	547
Finite-Lived Intangible Assets, Net	$ 1,291	$ 1,553

Goodwill and Intangible Assets Future Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	$ 3,736
Finite-Lived Intangible Assets, Amortization Expense, Year Two	2,533
Finite-Lived Intangible Assets, Amortization Expense, Year Three	263
Finite-Lived Intangible Assets, Amortization Expense, Year Four	263
Finite-Lived Intangible Assets, Amortization Expense, Year Five	249
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	0
Finite-Lived Intangible Assets, Net	$ 7,044	$ 11,678

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Treasury money market funds, at fair value	$ 153,200			$ 149,500	$ 153,200
Equity Investments	8,000			8,000	8,000
(Gain) Loss on Investments	$ (800)	$ 2,000	$ (3,300)	$ 0	$ (828)	$ (1,308)

Deferred Revenue and Performance Obligation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Deferred Revenue and Performance Obligation [Abstract]
Deferred Revenue, Revenue Recognized	$ 119.7	$ 110.1
Revenue, Remaining Performance Obligation, Amount	475.7
Revenue Remaining Performance Obligation, to be recognized within 12 months	$ 246.7

Earnings per Share Basis and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator
Net income	$ (20,475)	$ (56,354)	$ (82,246)
Denominator
Weighted average shares (basic)	47,116	46,155	45,269
Dilutive effect of potential common shares	0	0	0
Weighted Average Number of Shares Outstanding, Diluted	47,116	46,155	45,269
Basic earnings per share	$ (0.43)	$ (1.22)	$ (1.82)
Diluted earnings per share	$ (0.43)	$ (1.22)	$ (1.82)
Share-based Payment Arrangement [Member]
Denominator
Antidilutive potential common shares excluded from computation of earnings per share	1,900	1,500	2,300
Convertible Debt Securities [Member]
Denominator
Antidilutive potential common shares excluded from computation of earnings per share	6,500	6,000	5,800

Noncash Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based compensation expense	$ 40,754	$ 42,357	$ 42,714
Cost of revenue
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based compensation expense	4,576	3,923	3,898
Selling and Marketing Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based compensation expense	9,209	11,834	12,360
General and Administrative Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based compensation expense	18,170	16,076	13,960
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based compensation expense	8,799	10,524	12,496
Stock compensation in operating expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based compensation expense	$ 36,178	$ 38,434	$ 38,816

Noncash Share-based Compensation Noncash Share-based Compensation Share Based Compensation - Stock Option Rollforward (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock Unit - time based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,660	2,767
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	1,618
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	2,660
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(1,197)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(528)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 32.61	$ 25.82	$ 30.03
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	31.58
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	31.14
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 31.17	$ 30.50
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	2 years 5 months 19 days
Market Share Units (MSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	439	358
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	180
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Expired In Period, Weighted Average Grant Date Fair Value	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	439
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(30)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(69)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 39.95
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	50.05
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 50.05
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value	$ 36.25	$ 38.21
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	1 year 2 months 23 days

Noncash Share-based Compensation Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 71,500,000
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	2 years 7 months 6 days
Total shareholder return period for vesting of MSUs	3 years
Shares issuable upon vesting of MSUs, maximum	200.00%
Share-based compensation arrangement by share-based payment, Minimum Employee Subscription rate	1.00%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate	10.00%
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date	15.00%
Maximum Amount Contributable by employees under ESPP- Half yearly	$ 5,000
Maximum Amount Contributable By Employees Under ESPP- Annually	$ 10,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans	83,706
ESPP contributions by Employees	$ 1,000,000.0
Market Share Units (MSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	439,000	358,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested	$ 1,000,000.0	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 39.95
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	180,000
Restricted Stock Unit - time based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,660,000	2,767,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested	$ 36,700,000	$ 27,000,000.0	$ 24,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 32.61	$ 25.82	$ 30.03
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	1,618,000
Employee Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	199,411
Equity Consideration
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number				273,120
2017 Amended Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	10,550,000
2017 Equity Incentive Plan [Member] [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	3,089,202
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	3,232,207
2017 Equity Incentive Plan [Member] [Member] \| Market Share Units (MSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	438,707
2017 Equity Incentive Plan [Member] [Member] \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,650,495
Inducement Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	9,224
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period				332,004

Noncash Share-based Compensation Assumptions (Details) - Market Share Units (MSUs) [Member]	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	51.24%	63.26%	54.50%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	4.14%	3.76%	1.20%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	2 years 10 months 24 days	2 years 11 months 19 days	2 years 11 months 19 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%	0.00%

Income Tax Disclosure Components of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit)	$ 0	$ 0	$ 0
Current State and Foreign	1,314	933	932
Current Income Tax Expense (Benefit)	1,314	933	932
Deferred Federal Income Tax Expense (Benefit)	0	0	0
Deferred State and Local Income Tax Expense (Benefit)	0	0	0
Income Tax Expense (Benefit)	$ 1,314	$ 933	$ 932

Income Tax Disclosure Reconciliation of Federal Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate	$ (4,024)	$ (11,639)	$ (17,076)
Income Tax Reconciliation, Nondeductible Expense	1,059	622	215
Effective income tax reconciliation, Statutory to GAAP adjustments	(34)	28	238
Income Tax Reconciliation, Nondeductible Expense, Share-based Compensation Cost	2,225	3,221	3,971
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	275	117	(64)
Effective income tax reconciliation, Foreign withholding taxes	792	705	506
Effective Income Tax Rate Reconciliation, Cancellation of debt income	0	2,272	0
Income Tax Reconciliation, Tax Credits	(1,776)	(1,599)	(1,976)
Income Tax Reconciliation, Other Adjustments	(61)	3,208	(865)
Effective Income Tax Rate Reconciliation, Change related to Prior Years	(751)	(774)	(662)
Income Tax Reconciliation, Change in Deferred Tax Assets Valuation Allowance	3,609	4,772	16,645
Income Tax Expense (Benefit)	$ 1,314	$ 933	$ 932

Income Tax Disclosure Tax Effect of Temporary Differences (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Deferred Tax Liabilities, Property, Plant and Equipment	$ (374)	$ (869)
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits	2,729	3,363
Deferred Tax Asset, Disallowed Interest	4,961	7,347
Deferred Tax Assets, Goodwill and Intangible Assets	1,345	1,850
Deferred Tax Liabilities, Operating Lease Right-of-Use Assets	(8,821)	(8,818)
Deferred Tax Assets, Operating Lease Liabilities	11,830	12,312
Deferred Tax Assets, Tax Credit Carryforwards, Research	20,060	18,461
Deferred Tax Asset, In-Process Research and Development	32,642	22,575
Deferred Tax Asset, Deferred Revenue	1,240	849
Deferred Tax Assets, Operating Loss Carryforwards	83,875	90,964
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	2,244	2,267
Tax Credit Carryforward, Deferred Tax Asset	4,157	4,157
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	17,184	15,132
Deferred Tax Assets, Tax Credit Carryforwards, Foreign	1,600	2,033
Deferred Tax Assets, Other	(2,659)	(3,814)
Deferred Tax Assets, Gross	172,013	167,809
Deferred Tax Assets, Valuation Allowance	171,832	167,632
Deferred Tax Assets, Net	$ 181	$ 177

Income Tax Disclosure (Details) - USD ($) $ in Thousands	12 Months Ended
Income Tax Disclosure (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate, Continuing Operations	(7.00%)	(2.00%)	(1.00%)
Operating Loss Carryforwards	$ 399,400
R&E tax credit carryforward for future use	24,200
Unrecognized Tax Benefits	0	$ 0	$ 0
Deferred Tax Assets, Tax Credit Carryforwards, Foreign	1,600	$ 2,033
Cameleon Acquistion [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 68,700

Convertible debt (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Oct. 10, 2023 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Aug. 23, 2023 USD ($)
Debt Instrument [Line Items]
Repayment of Convertible Debt		$ 21,700	$ (21,713)	$ 0	$ 0
Debt Instrument, Face Amount			266,816	288,529
Debt Instrument, Unamortized Premium			7,092	9,776
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net			(3,111)	(4,313)
Convertible Debt			270,797	293,992
Debt Instrument, Periodic Payment, Interest			6,078	5,145	4,813
Amortization of Debt Issuance Cost			1,202	1,349	1,491
Amortization of Debt Discount (Premium)			(2,684)	(612)	0
Interest Expense, Debt			4,596	5,882	6,304
Loss on Extinguishment of Debt			0	1,779	0
Derivative, Loss on Derivative			0	4,489	0
Debt Instrument, Fair Value Disclosure			250,500	320,500
Purchase of capped call			$ 0	22,193	$ 0	$ 25,300	$ 16,400
Notes due 2024 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			1.00%
Debt Instrument, Convertible, Conversion Ratio			15.1394
Debt Instrument, Convertible, Stock Price Trigger \| $ / shares			$ 66.05
Debt Instrument, Face Amount				21,700			$ 143,800
Extinguishment of Debt, Amount	$ 122,000
Debt Instrument, Convertible, Conversion Price \| $ / shares			$ 101.62
Notes due 2027 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			2.25%
Debt Instrument, Convertible, Conversion Ratio			23.9137
Debt Instrument, Convertible, Stock Price Trigger \| $ / shares			$ 41.82
Debt Instrument, Face Amount				266,800		$ 150,000
Debt Conversion, Converted Instrument, Amount	116,800
Debt Instrument, Convertible, Remaining Discount Amortization Period			33 months
Debt Instrument, Convertible, Conversion Price \| $ / shares			$ 78.90
Notes Exchange - Capped Call
Debt Instrument [Line Items]
Derivative, Loss on Derivative				600
Notes Exchange
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage			2.14%
Derivative Liability								$ 0
Derivative, Loss on Derivative				3,900
Debt Issuance Cost				2,200
Debt Instrument, Fair Value Disclosure								$ 123,300
Derivative Assets (Liabilities), at Fair Value, Net	$ 3,900
Notes due 2024- subject to Exchange
Debt Instrument [Line Items]
Debt Instrument, Face Amount				$ 122,000

Credit Facility (Details) - USD ($) $ in Thousands	12 Months Ended
Credit Facility (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Debt Instrument, Face Amount	$ 50,000
Restricted Cash, Noncurrent	10,000	$ 10,000	$ 0
Debt Issuance Costs, Line of Credit Arrangements, Net	400	700
Amortization of Debt Issuance Cost	$ 1,202	1,349	$ 1,491
Secured Overnight Financing Rate (SOFR) adjustment
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.10%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.25%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Amortization of Debt Issuance Cost	$ 300	$ 100

Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Purchase Commitments
2025	$ 50,846
2026	54,585
2027	1,392
2028	1,482
2029	1,226
Thereafter	0
Total	109,531
Purchase Commitment, Remaining Minimum Amount Committed	$ 98,500

Segment and Geographical Information International Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
International revenue	$ 216,900	$ 196,700	$ 177,800
Total Revenue	$ 330,372	$ 303,708	$ 276,137
percentage of total revenue	100.00%	100.00%	100.00%
International Revenue [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
percentage of total revenue	66.00%	65.00%	64.00%
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 113,508	$ 107,004	$ 98,361
percentage of total revenue	34.00%	35.00%	36.00%
South America and Canada [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 32,787	$ 27,239	$ 25,137
percentage of total revenue	10.00%	9.00%	9.00%
North and South America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 146,295	$ 134,243	$ 123,498
percentage of total revenue	44.00%	44.00%	45.00%
GERMANY
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 33,698	$ 27,574	$ 26,202
percentage of total revenue	10.00%	9.00%	9.00%
The Rest of Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 69,288	$ 71,896	$ 57,283
percentage of total revenue	21.00%	24.00%	21.00%
Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 43,794	$ 39,454	$ 41,055
percentage of total revenue	13.00%	13.00%	15.00%
Middle East [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 34,816	$ 28,040	$ 26,395
percentage of total revenue	11.00%	9.00%	9.00%
Africa [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Revenue	$ 2,481	$ 2,501	$ 1,704
percentage of total revenue	1.00%	1.00%	1.00%

Concentrations of Risk (Details) - Customer Concentration Risk - Subscription, maintenance and support, and services revenue	12 Months Ended
	Dec. 31, 2024
Revenue Benchmark [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.00%
Trade Accounts Receivable
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.00%

Employment Retirement Savings (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 3.5	$ 2.7	$ 3.9
Matching Percentage of Salary Contribution by Qualified Employees	50.00%	50.00%	50.00%
Qualified Employees Contribution Matching Percentage by the Employer	8.00%	4.00%	8.00%

Severance and Other Related Costs (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023
Restructuring and Related Activities [Abstract]
Severance Costs	$ 3.6	$ 4.0
Cash Payments for Severance and other related		$ 3.1	$ 4.1

Other Income and Expenses (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Other Income and Expenses [Abstract]
Interest Income (Expense), Nonoperating				$ 6,220	$ 7,728	$ 2,333
Gain (Loss), Foreign Currency Transaction, before Tax				(1,329)	(1,124)	(613)
Gain (Loss) on Investments	$ 800	$ (2,000)	$ 3,300	$ 0	828	1,308
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]				Nonoperating Income (Expense)
Derivative, Gain (Loss) on Derivative, Net					(4,489)	0
Gain (Loss) on Extinguishment of Debt				$ 0	(1,779)	0
Other Nonoperating Income (Expense)				(434)	(101)	56
Nonoperating Income (Expense)				4,457	1,063	3,084
Loss on Disposition of Assets				$ 784	$ 57	$ 0

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

SEC Schedule, 12-09, Allowance, Credit Loss [Member]

SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]

SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount

$ 574

$ 609

$ 1,206

Valuation Allowances and Reserves, Charged to Cost and Expense

452

114

552

SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction

^[1]

(104)

(149)

(1,149)

Valuation Allowances and Reserves, Charged to Other Accounts

SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount

922

574

609

SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]

SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]

SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount

167,632

165,671

146,832

Valuation Allowances and Reserves, Charged to Cost and Expense

3,609

4,772

16,645

SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction

Valuation Allowances and Reserves, Charged to Other Accounts

^[2]

591

(2,811)

2,194

SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount

$ 171,832

$ 167,632

$ 165,671

[1]	Deductions column represents the reversal of additions previously charged to costs and expenses and uncollectible accounts written off, net of recoveries.
[2]	Other column represents the cumulative translation adjustment impact on the allowance.

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