PROS Holdings, Inc. Reports Third Quarter 2025 Financial Results

HOUSTON--( BUSINESS WIRE)-- PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing and selling solutions, today announced financial results for the third quarter ended September 30, 2025.

Third Quarter 2025 Financial Highlights

Key financial results for the third quarter 2025 are shown below. Throughout this press release all dollar figures are in millions, except net earnings (loss) per share. Unless otherwise noted, all results are on a reported basis and are compared with the prior-year period.

GAAP

Non-GAAP

Q3 2025

Q3 2024

Change

Q3 2025

Q3 2024

Change

Revenue:

Total Revenue

$91.7

$82.7

11%

n/a

Subscription Revenue

$76.0

$67.1

13%

n/a

Subscription and Maintenance Revenue

$78.1

$70.4

11%

n/a

Profitability:

Gross Profit

$63.1

$54.4

16%

$64.9

$56.3

15%

Operating (Loss) Income

$(2.9)

$—

$(2.9)

$14.1

$8.4

$5.8

Net (Loss) Income

$(4.2)

$0.2

$(4.5)

$10.4

$6.6

$3.9

Net (Loss) Earnings Per Share

$(0.09)

$—

$(0.09)

$0.22

$0.14

$0.08

Adjusted EBITDA

n/a

$15.0

$9.3

$5.8

Cash:

Net Cash Provided by Operating Activities

$11.4

$1.6

$9.8

n/a

Free Cash Flow

n/a

$11.5

$1.4

$10.2

The attached table provides a summary of PROS results for the period, including a reconciliation of GAAP to non-GAAP metrics.

Pending Acquisition by Thoma Bravo

On September 22, 2025, we announced that PROS Holdings, Inc. entered into a definitive agreement to be acquired by Thoma Bravo L.P. in an all-cash transaction valued at approximately $1.4 billion, or $23.25 per share. The per-share merger consideration represents a premium of approximately 53.2% over PROS’s 30-day volume weighted average trading price as of the unaffected trading date of September 19, 2025. The transaction is subject to approval by PROS’s stockholders, regulatory approvals and other customary closing conditions, and is currently expected to close in the fourth quarter of 2025.

In light of the pending transaction, PROS will not be hosting a third quarter earnings conference call and is suspending its practice of providing financial guidance.

Recent Business Highlights

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of SaaS solutions that optimize omnichannel shopping and selling experiences, powering intelligent commerce. Leveraging leadership in revenue and pricing science, the PROS Platform combines predictive AI, real-time analytics, and powerful automation to dynamically match offers to buyers and prices to products. Businesses win more with PROS. Learn more at pros.com.

Non-GAAP Financial Measures

PROS has provided in this release certain non-GAAP financial measures, including non-GAAP gross profit and margin, non-GAAP subscription margin, non-GAAP income (loss) from operations or non-GAAP operating income (loss), subscription annual recurring revenue, adjusted EBITDA, free cash flow, non-GAAP tax rate, non-GAAP net income (loss), and non-GAAP earnings (loss) per share. PROS uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating PROS ongoing operational performance and cloud transition. Non-GAAP gross margin can be compared to gross margin which can be calculated from the condensed consolidated statements of income (loss) by dividing gross profit by total revenue. Non-GAAP gross margin is similarly calculated but first adds back to gross profit the portion of certain of the non-GAAP adjustments described below attributable to cost of revenue. Non-GAAP subscription margin can be compared to subscription margin which can be calculated from the condensed consolidated statements of income (loss) by dividing subscription gross profit (subscription revenue minus subscription cost) by subscription revenue. Non-GAAP subscription margin is similarly calculated but first subtracts out from subscription cost the portion of certain of the non-GAAP adjustments described below attributable to cost of subscription. These items and amounts are presented in the Supplemental Schedule of Non-GAAP Financial Measures.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure as detailed above. A reconciliation of GAAP financial measures to the non-GAAP financial measures has been provided in the tables included as part of this press release, and can be found, along with other financial information, in the investor relations portion of our website. PROS use of non-GAAP financial measures may not be consistent with the presentations by similar companies in PROS industry. PROS has also provided in this release certain forward-looking non-GAAP financial measures, including non-GAAP income (loss) from operations, subscription annual recurring revenue, non-GAAP earnings (loss) per share, adjusted EBITDA, free cash flow, non-GAAP tax rates, and calculated billings (collectively the "non-GAAP financial measures") as follows:

Non-GAAP income (loss) from operations: Non-GAAP income (loss) from operations excludes the impact of share-based compensation, amortization of acquisition-related intangibles, severance and transaction costs. Non-GAAP income (loss) from operations excludes the following items from non-GAAP estimates:

Non-GAAP earnings (loss) per share: Non-GAAP net income (loss) excludes the items listed above as excluded from non-GAAP income (loss) from operations and also excludes amortization of debt premium and issuance costs, gain on debt extinguishment and the taxes related to these items and the items excluded from non-GAAP income (loss) from operations. Estimates of non-GAAP earnings (loss) per share are calculated by dividing estimates for non-GAAP net income (loss) by our estimate of weighted average shares outstanding for the future period. The weighted average shares outstanding used in the calculation of non-GAAP earnings (loss) per share exclude the impact of the 2027 convertible notes exchanged. In addition to the items listed above as excluded from non-GAAP income (loss) from operations, non-GAAP net income (loss) excludes the following items from non-GAAP estimates:

Subscription Annual Recurring Revenue: Subscription Annual Recurring Revenue ("subscription ARR") is used to assess the trajectory of our cloud business. Subscription ARR means, as of a specified date, the 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 revenue and any other GAAP measure.

Non-GAAP Tax Rate: The estimated non-GAAP effective tax rate adjusts the tax effect to quantify the impact of the excluded non-GAAP items.

Adjusted EBITDA: Adjusted EBITDA is defined as GAAP net income (loss) before interest expense, provision for income taxes, depreciation and amortization, as adjusted to eliminate the effect of stock-based compensation cost, amortization of acquisition-related intangibles, depreciation and amortization, severance, transaction costs and capitalized internal-use software development costs. Adjusted EBITDA should not be considered as an alternative to net income (loss) as an indicator of our operating performance.

Free Cash Flow: Free cash flow is a non-GAAP financial measure which is defined as net cash provided by (used in) operating activities, excluding severance and transaction costs, less capital expenditures and capitalized internal-use software development costs.

Calculated Billings: Calculated billings is defined as total subscription, maintenance and support revenue plus the change in recurring deferred revenue in a given period.

These non-GAAP estimates are not measurements of financial performance prepared in accordance with GAAP, and we are unable to reconcile these forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information described above which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.

Forward-looking Statements

This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent PROS’ expectations or beliefs concerning future events, including the timing of the proposed transaction. The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, PROS expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond PROS’ control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in the forward-looking statements: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect PROS’ business and the price of the common stock of PROS, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of PROS and the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the risk that the merger agreement may be terminated in circumstances that require PROS to pay a termination fee, (v) the effect of the announcement or pendency of the transaction on PROS’ business relationships, operating results and business generally, (vi) risks that the proposed transaction disrupts current plans and operations, (vii) risks related to diverting management’s attention from PROS’ ongoing business operations, (viii) the outcome of any legal proceedings that may be instituted against PROS related to the merger agreement or the transaction, (ix) PROS’ ability to retain, hire and integrate skilled personnel including PROS’ senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed transaction, (x) unexpected costs, charges or expenses resulting from the proposed transaction, (xi) the impact of adverse general and industry-specific economic and market conditions, (xii) risks caused by delays in upturns or downturns being reflected in PROS’ financial position and results of operations, (xiii) risks that the benefits of the merger are not realized when and as expected, (xiv) uncertainty as to timing of completion of the proposed merger, and (xv) other factors described under the heading “Risk Factors” in PROS’ Annual Report on Form 10-K for the year ended December 31, 2024, PROS’ subsequent Quarterly Reports on Form 10-Q, and in other reports and filings with the SEC. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. PROS cautions you that the important factors referenced above may not contain all of the factors that are important to you. In addition, PROS cannot assure you that PROS will realize the results or developments expected or anticipated or, even if substantially realized, that they will result in the consequences or affect PROS or PROS’ operations in the way PROS expects. The forward-looking statements included in this communication are made only as of the date hereof. Except as required by applicable law or regulation, PROS does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information About the Acquisition and Where to Find It

This communication is being made in respect of the proposed transaction involving PROS, Portofino Parent, LLC and Portofino Merger Sub, Inc. PROS filed a preliminary proxy statement with the SEC on October 22, 2025, and will file a definitive proxy statement on Schedule 14A relating to a special meeting of PROS’ stockholders for purposes of obtaining stockholder approval of the proposed transaction. PROS may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement or any other document that PROS may file with the SEC. The definitive proxy statement (when available) will be sent or given to the stockholders of PROS and will contain important information about the proposed transaction and related matters. INVESTORS AND STOCKHOLDERS OF PROS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY PROS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PROS AND THE PROPOSED TRANSACTION. The definitive proxy statement will be filed with the SEC and mailed or otherwise made available to PROS stockholders, and investors and stockholders will be able to obtain a free copy of the proxy statement and other documents filed by PROS with the SEC at the SEC’s website at www.sec.gov or from PROS at its website at https://ir.pros.com/.

Participants in the Solicitation

PROS and certain of its directors, executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about PROS’s directors and executive officers is set forth in (i) PROS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships, Related Transactions, and Director Independence”, which was filed with the SEC on February 12, 2025, and can be found at www.sec.gov, (ii) PROS’ Definitive Proxy Statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 28, 2025, as supplemented on April 7, 2025, under the headings “Directors”, “Director Compensation”, “Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Security Ownership”, and “Related Party Transactions” and can be found at www.sec.gov, (iii) PROS’ Current Report on Form 8-K, which was filed on May 1, 2025 and can be found at www.sec.gov, and (iv) subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. To the extent holdings of PROS securities by its directors or executive officers have changed since the amounts set forth in PROS’ proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which are available at EDGAR Search Results at www.sec.gov). Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in PROS’s definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and stockholders should read the proxy statement carefully when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by PROS will be available free of charge through the website maintained by the SEC at www.sec.gov and PROS’s website at https://ir.pros.com/.

No Offer or Solicitation

No person has commenced soliciting proxies in connection with the proposed transaction referenced in this communication, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities.

PROS Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

September 30, 2025

December 31, 2024

Assets:

Current assets:

Cash and cash equivalents

188,404

161,983

Trade and other receivables, net of allowance of $1,069 and $922, respectively

62,020

64,982

Deferred costs, current

4,990

4,634

Prepaid and other current assets

10,338

7,517

Restricted cash, current

10,000

—

Total current assets

275,752

239,116

Restricted cash, noncurrent

—

10,000

Property and equipment, net

17,754

19,745

Operating lease right-of-use assets

16,845

16,066

Deferred costs, noncurrent

12,704

11,515

Intangibles, net

4,174

7,044

Goodwill

108,944

107,278

Other assets, noncurrent

8,756

9,138

Total assets

444,929

419,902

Liabilities and Stockholders’ (Deficit) Equity:

Current liabilities:

Accounts payable and other liabilities

5,801

8,589

Accrued liabilities

16,792

14,085

Accrued payroll and other employee benefits

22,133

27,117

Operating lease liabilities, current

4,249

6,227

Deferred revenue, current

127,431

130,977

Total current liabilities

176,406

186,995

Deferred revenue, noncurrent

5,131

5,438

Convertible debt, net, noncurrent

311,905

270,797

Operating lease liabilities, noncurrent

25,925

23,870

Other liabilities, noncurrent

1,740

1,505

Total liabilities

521,107

488,605

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; 52,934,115 and 52,083,732 shares issued, respectively; 48,253,392 and 47,403,009 shares outstanding, respectively

Additional paid-in capital

637,474

634,212

Treasury stock, 4,680,723 common shares, at cost

(29,847

)

(29,847

)

Accumulated deficit

(677,419

)

(667,727

)

Accumulated other comprehensive loss

(6,439

)

(5,393

)

Total stockholders’ (deficit) equity

(76,178

)

(68,703

)

Total liabilities and stockholders’ (deficit) equity

444,929

419,902

PROS Holdings, Inc.

Condensed Consolidated Statements of (Loss) Income

(In thousands, except per share data)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Revenue:

Subscription

76,006

67,068

220,169

197,017

Maintenance and support

2,105

3,361

7,402

10,341

Total subscription, maintenance and support

78,111

70,429

227,571

207,358

Services

13,565

12,273

39,142

38,045

Total revenue

91,676

82,702

266,713

245,403

Cost of revenue:

Subscription

15,396

14,470

45,381

43,653

Maintenance and support

1,589

1,698

4,933

5,311

Total cost of subscription, maintenance and support

16,985

16,168

50,314

48,964

Services

11,554

12,130

35,352

36,986

Total cost of revenue

28,539

28,298

85,666

85,950

Gross profit

63,137

54,404

181,047

159,453

Operating expenses:

Selling and marketing

22,460

20,074

73,259

66,293

Research and development

23,042

21,081

68,668

67,280

General and administrative

20,501

13,218

53,410

43,335

(Loss) income from operations

(2,866

)

(14,290

)

(17,455

)

Convertible debt interest and amortization

(2,014

)

(1,121

)

(4,370

)

(3,471

)

Other income, net

1,121

1,531

10,359

3,312

(Loss) income before income tax provision

(3,759

)

441

(8,301

)

(17,614

)

Income tax provision

488

206

1,391

894

Net (loss) income

(4,247

)

235

(9,692

)

(18,508

)

Net (loss) earnings per share:

Basic

(0.09

)

—

(0.20

)

(0.39

)

Diluted

(0.09

)

—

(0.24

)

(0.39

)

Weighted average number of shares:

Basic

48,195

47,231

47,920

47,038

Diluted

48,195

47,338

50,588

47,038

PROS Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Operating activities:

Net (loss) income

(4,247

)

235

(9,692

)

(18,508

)

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

1,856

1,976

5,585

6,371

Amortization of debt premium and issuance costs

166

(310

)

(369

)

(896

)

Share-based compensation

13,799

7,271

36,478

30,219

Provision for credit losses

254

(108

)

565

Gain on lease modification

—

(697

)

Loss on disposal of assets

—

774

Gain on debt extinguishment

—

(4,189

)

—

Changes in operating assets and liabilities:

Trade and other receivables

2,792

(385

)

2,479

788

Deferred costs

(454

)

(562

)

(1,546

)

Prepaid expenses and other assets

1,640

984

(2,757

)

1,158

Operating lease right-of-use assets and liabilities

(338

)

(322

)

(615

)

(1,838

)

Accounts payable and other liabilities

(556

)

(1,694

)

(3,644

)

2,191

Accrued liabilities

692

(1,331

)

2,292

1,087

Accrued payroll and other employee benefits

2,774

3,605

(4,955

)

(9,906

)

Deferred revenue

(7,006

)

(7,765

)

(3,830

)

(7,435

)

Net cash provided by operating activities

11,372

1,594

15,802

3,370

Investing activities:

Purchases of property and equipment

(530

)

(231

)

(674

)

(669

)

Capitalized internal-use software development costs

—

(58

)

Investment in equity securities

—

(113

)

Proceeds from equity securities

—

118

—

Net cash used in investing activities

(530

)

(231

)

(556

)

(840

)

Financing activities:

Proceeds from employee stock plans

1,009

1,055

2,039

2,079

Tax withholding related to net share settlement of stock awards

(1,864

)

(1,135

)

(7,359

)

(11,296

)

Proceeds from issuance of convertible debt, net

—

50,000

—

Debt issuance costs related to convertible debt

(255

)

—

(3,780

)

—

Purchase of Capped Call

—

(27,895

)

—

Repayment of convertible debt

—

(21,713

)

Net cash (used in) provided by financing activities

(1,110

)

(80

)

13,005

(30,930

)

Effect of foreign currency rates on cash

(286

)

195

(1,830

)

217

Net change in cash, cash equivalents and restricted cash

9,446

1,478

26,421

(28,183

)

Cash, cash equivalents and restricted cash:

Beginning of period

188,958

149,086

171,983

178,747

End of period

198,404

150,564

198,404

150,564

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets

Cash and cash equivalents

188,404

140,564

188,404

140,564

Restricted cash

10,000

Total cash, cash equivalents and restricted cash

198,404

150,564

198,404

150,564

PROS Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data)

(Unaudited)

We use these non-GAAP financial measures to assist in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the ongoing business due to the uniqueness of these charges.

See breakdown of the reconciling line items on page 10.

Three Months Ended September 30,

Quarter over Quarter

Nine Months Ended September 30,

Year over Year

2025

2024

% change

2025

2024

% change

GAAP gross profit

63,137

54,404

181,047

159,453

Non-GAAP adjustments:

Amortization of acquisition-related intangibles

633

738

1,894

2,644

Transaction costs

—

Share-based compensation

1,089

1,177

3,170

3,396

Non-GAAP gross profit

64,881

56,319

186,133

165,493

Non-GAAP gross margin

70.8

68.1

69.8

67.4

GAAP (loss) income from operations

(2,866

)

(9,345

(14,290

)

(17,455

)

(18

Non-GAAP adjustments:

Amortization of acquisition-related intangibles

956

1,074

2,865

3,675

Severance

—

1,147

—

Transaction costs

2,258

—

2,258

—

Share-based compensation

13,799

7,271

36,478

30,219

Total non-GAAP adjustments

17,013

8,345

42,748

33,894

Non-GAAP income from operations

14,147

8,376

28,458

16,439

Non-GAAP income from operations % of total revenue

15.4

10.1

10.7

6.7

GAAP net (loss) income

(4,247

)

235

(1,907

(9,692

)

(18,508

)

(48

Non-GAAP adjustments:

Total non-GAAP adjustments affecting loss from operations

17,013

8,345

42,748

33,894

Amortization of debt premium and issuance costs

(380

)

(578

)

(1,105

)

Gain on debt extinguishment

—

(4,189

)

—

Tax impact related to non-GAAP adjustments

(2,449

)

(1,643

)

(5,138

)

(2,444

)

Non-GAAP net income

10,413

6,557

23,151

11,837

Non-GAAP earnings per share

0.22

0.14

0.48

0.25

Shares used in computing GAAP diluted earnings (loss) per share

48,195

47,338

50,588

47,038

Remove the dilutive effect of the 2027 convertible notes exchanged

—

(2,668

)

—

Add the dilutive effect of stock awards

148

—

319

516

Shares used in computing non-GAAP diluted earnings per share

48,343

47,338

48,239

47,554

PROS Holdings, Inc.

Supplemental Schedule of Non-GAAP Financial Measures

Increase (Decrease) in GAAP Amounts Reported

(In thousands)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Cost of Subscription Items

Amortization of acquisition-related intangibles

633

738

1,894

2,644

Transaction costs

—

Share-based compensation

265

244

770

681

Total cost of subscription items

920

982

2,686

3,325

Cost of Maintenance Items

Share-based compensation

283

331

Total cost of maintenance items

283

331

Cost of Services Items

Share-based compensation

729

835

2,117

2,384

Total cost of services items

729

835

2,117

2,384

Sales and Marketing Items

Amortization of acquisition-related intangibles

323

336

971

1,031

Severance

—

1,147

—

Transaction costs

—

Share-based compensation

2,634

675

7,922

6,740

Total sales and marketing items

3,037

1,011

10,120

7,771

Research and Development Items

Transaction costs

—

Share-based compensation

2,477

898

7,270

6,543

Total research and development items

2,494

898

7,287

6,543

General and Administrative Items

Transaction costs

2,139

—

2,139

—

Share-based compensation

7,599

4,521

18,116

13,540

Total general and administrative items

9,738

4,521

20,255

13,540

PROS Holdings, Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Adjusted EBITDA

GAAP (Loss) Income from Operations

(2,866

)

(14,290

)

(17,455

)

Amortization of acquisition-related intangibles

956

1,074

2,865

3,675

Severance

—

1,147

—

Transaction costs

2,258

—

2,258

—

Share-based compensation

13,799

7,271

36,478

30,219

Depreciation and other amortization

900

902

2,720

2,696

Capitalized internal-use software development costs

—

(58

)

Adjusted EBITDA

15,047

9,278

31,178

19,077

Net Cash Provided by Operating Activities

11,372

1,594

15,802

3,370

Severance

397

—

397

—

Transaction costs

290

—

290

—

Purchase of property and equipment

(530

)

(231

)

(674

)

(669

)

Capitalized internal-use software development costs

—

(58

)

Free Cash Flow

11,529

1,363

15,815

2,643

PROS Holdings, Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Financial Measures (Continued)

(In thousands)

(Unaudited)

Three Months Ended September 30,

Quarter over Quarter

Nine Months Ended September 30,

Year over Year

2025

2024

% change

2025

2024

% change

GAAP subscription gross profit

60,610

52,598

174,788

153,364

Non-GAAP adjustments:

Amortization of acquisition-related intangibles

633

738

1,894

2,644

Transaction costs

—

Share-based compensation

265

244

770

681

Non-GAAP subscription gross profit

61,530

53,580

177,474

156,689

Non-GAAP subscription gross margin

81.0

79.9

80.6

79.5