Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

PROS Holdings, Inc. (the "Company") is eliminating the role of Chief Operating Officer, and Les Rechan will be leaving the Company effective February 1, 2022. Mr. Rechan's duties will be distributed amongst the senior leadership team.

Item 7.01 Regulation FD Disclosure.

On January 13, 2022, the Company issued a press release updating guidance for its quarter and year ended December 31, 2021. A copy of the press release, dated as of January 13, 2022, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains forward looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.



 Exhibit No.      Description
     99.1           Press Release dated January 13, 2022.

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