---
schema_version: "secwatch.filing_event.v1"
accession: "0001392972-25-000075"
form_type: "8-K"
ticker: null
cik: "0001392972"
company_name: "PROS Holdings, Inc."
filed_at: "2025-05-01T23:59:59+00:00"
generated_at: "2026-05-23T00:05:47.345376+00:00"
event_type: "leadership"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# PROS appoints Jeff Cotten as CEO effective June 2; Q1 subscription revenue up 10% YoY

## Summary
- Jeff Cotten named President & CEO, effective June 2, 2025, succeeding Andres Reiner who retires and will serve as senior advisor.
- Q1 subscription revenue of $70.8M (+10% YoY); total revenue $86.3M (+7% YoY), both above guidance high-end.
- GAAP operating loss narrowed to $(3.8)M from $(10.3)M; non-GAAP EPS $0.13 vs $0.04 YoY; adjusted EBITDA $8.7M (+90% YoY).
- FY 2025 guidance: subscription revenue $294-296M (+11%), subscription ARR $308-311M (+10%), free cash flow $40-44M (+61% YoY).
- Free cash flow improved to $1.1M in Q1 from $(4.9)M a year ago; subscription gross margin improved 160 bps to 79% (GAAP).

## SEC filing metadata
- accession: 0001392972-25-000075
- form_type: 8-K
- cik: 0001392972
- company_name: PROS Holdings, Inc.
- filed_at: 2025-05-01T23:59:59+00:00
- event_type: leadership
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.02, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1392972/000139297225000075/0001392972-25-000075-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1392972/000139297225000075/pro-20250428.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001392972-25-000075
- JSON: https://secwatch.observer/filing/0001392972-25-000075.json
- Plain text: https://secwatch.observer/filing/0001392972-25-000075.txt

## Key facts
- Executive change
  Jeffrey (Jeff) B. Cotten was appointed as President and Chief Executive Officer at PROS Holdings, Inc..
  - Action: hired
  - Role: President and Chief Executive Officer
  source text: announcing the hiring of Mr. Jeffrey (Jeff) B. Cotten as President and Chief Executive Officer, effective June 2, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1392972/000139297225000075/0001392972-25-000075-index.htm
- Executive change
  Andres Reiner resigned as Director at PROS Holdings, Inc..
  - Action: resigned
  - Role: Director
  source text: Mr. Reiner also expects to resign from the Company's Board of Directors on such date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1392972/000139297225000075/0001392972-25-000075-index.htm
- Executive change
  Jeffrey (Jeff) B. Cotten was appointed as Director at PROS Holdings, Inc..
  - Action: appointed
  - Role: Director
  source text: Upon commencing employment and taking office as President and Chief Executive Officer, Mr. Cotten will join the Company's Board of Directors as a Class III director with an initial term expiring at the 2028 annual meeting of stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1392972/000139297225000075/0001392972-25-000075-index.htm
- Executive change
  Andres Reiner departed as President and Chief Executive Officer at PROS Holdings, Inc..
  - Action: retiring
  - Role: President and Chief Executive Officer
  source text: the Company's current President and Chief Executive Officer, Andres Reiner, will be retiring from such offices effective as of Mr. Cotten's start date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1392972/000139297225000075/0001392972-25-000075-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.