Market Overview

PROS Announces Pricing of Follow-on Offering of Common Stock

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PROS®
(NYSE:PRO), a provider of AI-powered solutions that optimize selling in
the digital economy, today announced the pricing of its follow-on public
offering of 3,800,000 shares of its common stock at a price to the
public of $34.00 per share. In addition, the underwriters have been
granted an option to purchase up to an aggregate of 570,000 additional
shares of common stock.

J.P. Morgan, Morgan Stanley and RBC Capital Markets are serving as joint
book-running managers for the offering. Needham & Company is acting as
lead manager. KeyBanc Capital Markets, Northland Capital Markets, JMP
Securities and Nomura are acting as co-managers for the offering.

A shelf registration statement on Form S-3 and a preliminary prospectus
supplement relating to the common stock offered in the public offering
described above were filed with the Securities and Exchange Commission
(or SEC) on August 13, 2018, and the registration statement on Form S-3
was automatically effective upon filing. A final prospectus supplement
relating to the common stock offered in the public offering described
above will be filed with the SEC. The offering will be made only by
means of a written prospectus. This press release does not constitute an
offer to sell shares or the solicitation of an offer to buy shares, and
there will not be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state or jurisdiction.

The preliminary prospectus supplement and the accompanying prospectus
relating to this offering are available at the SEC's website located at www.sec.gov.
Copies of the final prospectus supplement and the accompanying
prospectus relating to this offering may also be obtained, when
available, from J.P. Morgan Securities LLC, c/o: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at
1-866-803-9204; Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, Second Floor, New York, NY 10014; and RBC
Capital Markets, LLC, Attention: Equity Syndicate Department, 200 Vesey
Street, 8th Floor, New York, NY 10281; by phone at (877) 822-4089, or by
email at equityprospectus@rbccm.com.

About PROS

PROS
Holdings, Inc. (NYSE:PRO) provides AI-powered solutions that optimize
selling in the digital economy. PROS solutions make it possible for
companies to price, configure and sell their products and services in an
omnichannel environment with speed, precision and consistency. Our
customers, who are leaders in their markets, benefit from decades of
data science expertise infused into our industry solutions.

Forward-looking Statements

Statements in this press release regarding the public offering
constitute forward-looking statements that involve risks and
uncertainties, including, without limitation, risks and uncertainties
related to market conditions and the satisfaction of customary closing
conditions related to the public offering. There can be no assurance
that PROS will be able to complete the public offering. Additional
information relating to the uncertainty affecting the PROS business is
contained in PROS filings with the Securities and Exchange Commission.
These forward-looking statements represent PROS expectations as of the
date of this press release. Subsequent events may cause these
expectations to change, and PROS disclaims any obligations to update or
alter these forward-looking statements in the future whether as a result
of new information, future events or otherwise, except as required by
law.

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