McNabb Todd 4
4 · PROS Holdings, Inc. · Filed Jan 17, 2025
Insider Transaction Report
Form 4
McNabb Todd
Chief Revenue Officer
Transactions
- Award
Restricted Stock Units
2025-01-15+70,112→ 254,692 total→ Common Stock (70,112 underlying) - Award
Market Stock Units
2025-01-15+93,482→ 189,060 total→ Common Stock (93,482 underlying)
Footnotes (6)
- [F1]Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.
- [F2]This RSU grant was awarded January 15, 2025, and vests at 25% after 1- year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 15th day of the first month of each quarter thereafter.
- [F3]Includes: (i) 7,467 unvested RSUs awarded 4/18/2024 - vesting at 100% on the 1-year anniversary date; (ii) 71,684 unvested RSUs awarded 4/18/24 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 18th day of the first month of each quarter thereafter; (iii) 105,429 unvested RSUs awarded 10/16/24 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at 6.25% on the 16th day of the 1st month of each quarter thereafter; and (iv) 70,112 unvested RSUs awarded 01/15/25 - vesting at 25% after 1-year on the anniversary date, with the remainder vesting at 6.25% on the 15th day of the 1st month of each quarter thereafter.
- [F4]One share of PROS common stock will be issued for each performance Market Stock Unit ("MSU") that vests.
- [F5]These MSUs were granted on January 15, 2025, have a settlement date of January 31, 2028 and are subject to a performance measure based on the relative shareholder return of PROS common stock compared with that of a peer group over a three-year performance period January 15, 2025 through December 31, 2027. The number of units reported represent the maximum possible number of shares which may be earned at 200% of target award.
- [F6]All grants in this Footnote represent the maximum possible number of shares which may be earned at 200% of target award and includes: (i) 95,578 MSUs - the performance period for these shares will end on December 31, 2026, with a settlement date of January 31, 2027, associated with an April 18, 2024 grant; and (ii) 93,482 MSUs as detailed in Footnote 5.