PROS Announces Two Stockholders File Lawsuits Against PROS Holdings Over Merger Disclosures

Litigation Related to the Merger

In connection with the Merger Agreement and the transactions contemplated thereby, two putative stockholders of the Company have filed the following lawsuits against the Company and the members of the Company's Board of Directors in the Supreme Court of New York, New York County: (i) Weiss v. PROS Holdings, Inc., et al., Index No. 659707/2025,filed on November 11, 2025, and (ii) Moore v. PROS Holdings, Inc., et al., Index No. 659694/2025, filed on November 12, 2025. The complaints are substantively similar and variously allege, among other things, that the Definitive Proxy Statement failed to disclose material information. The complaints seek to enjoin the Company from proceeding with or consummating the proposed Merger and seek to recover damages in the event the proposed Merger is consummated. In addition, between October 28, 2025 and November 25, 2025, fourteen separate demand letters and one associated draft complaint were also sent to the Company by counsel for purported stockholders of the Company, alleging deficiencies in the Company's disclosures.

The Company believes that the allegations in the complaints and letters described above are without merit. The Company also believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law, and do not need to be supplemented. Nevertheless, solely to avoid the nuisance, risks, costs, and uncertainties inherent in disputes concerning these types of allegations, including the possibility that any such claim could delay or adversely affect the Merger, and allow the Company's stockholders to vote on the Merger at the Special Meeting, the Company has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement with the supplemental disclosures set forth below. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal merit of the various litigation matters described above or the allegations made therein, or of the necessity, or materiality under applicable laws, of any of the disclosures set forth herein.