PROS Holdings Investor Presentation — May 2024

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© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary.

PROS Global Headquarters, Houston, Texas

Q1 2024 Investor Presentation

1© 2024 PROS, Inc. All rights reserved. Confidential and Proprietary.Disclaimer / Forward -Looking Statements

2This presentation contains forward -looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , including statements about our financial outlook ; expectations ; ability to achieve

future growth and profitability goals ; ability to achieve "Rule of 40;" management's confidence and optimism ; positioning ; customer successes ; demand for our software solutions ; pipeline ; business expansion ;

revenue ; subscription revenue ; subscription ARR ; non -GAAP earnings (loss) per share ; adjusted EBITDA ; free cash flow ; shares outstanding and effective tax rate . The forward -looking statements contained in

this presentation are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved . Factors

that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) cyberattacks, data breaches and breaches of security measures within our products,

systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (b)the macroeconomic environment and geopolitical uncertainty and events, (c) increasing business from

customers, maintaining subscription renewal rates and capturing customer IT spend, (d) managing our growth and profit objectives effectively, (e) disruptions from our third party data center, software, data, and

other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third -party software, (i) acquiring and integrating businesses and/or technologies, (j)

catastrophic events, (k) operating globally, including economic and commercial disruptions, ln) potential downturns in sales and lengthy sales cycles, (m) software innovation, (n) competition, (o) market

acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees and competition for talent, (r) expanding and training our direct and

indirect sales force, (s) evolving data privacy, cyber security and data localization laws, (t) our debt repayment obligations, (u) the timing of revenue recognition and cash flow from operations, and (v) returning