SEC Form PREM14A filed by PROS Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under § 240.14a-12

 

PROS HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☐	No fee required.

 

☐	Fee paid previously with preliminary materials:

 

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED OCTOBER 22, 2025

[●], 2025

Dear Stockholder:

We cordially invite you to attend a special meeting (the “Special Meeting”) of stockholders of PROS Holdings, Inc. (the “Company” or “we”), to be held on [●], 2025 at [●] Central Time, via the Internet at www.virtualshareholdermeeting.com/PRO2025SM.

At the Special Meeting you will be asked to consider and vote upon a proposal (the “Merger Proposal”) to approve the Agreement and Plan of Merger, dated as of September 22, 2025 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, Project Portofino Parent LLC, a Delaware limited liability company (“Parent”) and Project Portofino Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”) and approve the Merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned direct subsidiary of Parent.

Parent and Merger Sub were formed by investment funds affiliated with Thoma Bravo, a leading private equity investment firm (together with their affiliates, “Thoma Bravo”).

You will also be asked to consider and vote upon a proposal (the “Compensation Proposal”) to approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers in connection with the Merger.

You will also be asked to consider and vote upon a proposal (the “Adjournment Proposal”) to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

If the Merger is completed, you will be entitled to receive $23.25 in cash, without interest thereon, less any applicable withholding taxes, for each share of our common stock, par value $0.001 per share (“Common Stock”), owned by you (unless you have perfected and not withdrawn your appraisal rights with respect to such shares), which represents a premium of approximately (i) 53.2% to the volume weighted average share price of our Common Stock for the 30-calendar day period ending September 19, 2025, the last day of trading prior to the public announcement of the execution of the Merger Agreement and (ii) 41.7% to the last closing per share price of our Common Stock on September 19, 2025.

The Company’s board of directors (the “Board”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) adopted, approved and declared advisable the Merger, the Merger Agreement and the other transactions contemplated thereby, (iii) resolved to recommend that the Company’s stockholders approve the Merger Agreement and approve the Merger at a stockholders’ meeting duly called and held for such purpose, and (iv) directed that the Merger Agreement be submitted to the Company’s stockholders for their approval. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon.

The Board recommends that you VOTE:

 

•

“FOR” approval of the Merger Proposal;

 

•

“FOR” approval of the Compensation Proposal; and

 

•

“FOR” approval of the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you attend the Special Meeting and vote at the Special Meeting, your vote at the Special Meeting will revoke any proxy previously submitted.

If your shares of our Common Stock are held in “street name” by your bank, brokerage firm or other nominee, they will be unable to vote your shares of our Common Stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our Common Stock in accordance with the procedures provided by them. The failure to vote, or to instruct your bank, brokerage firm or other nominee to vote, your shares of our Common Stock “FOR” approval of the Merger Proposal will have the same effect as voting against the Merger Proposal.

The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the Merger Agreement, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission (the “SEC”).

If you have any questions or need assistance voting your shares of our Common Stock, please contact our proxy solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Toll-free: +1 (866) 239-1763

Thank you in advance for your cooperation and continued support.

Sincerely,

Jeff Cotten

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement and a proxy card are first being mailed on or about [●], 2025 to our stockholders as of the close of business on [●], 2025.

PROS Holdings, Inc.

3200 Kirby Drive, Suite 600

Houston, Texas 77098

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

 

DATE:		[●], 2025
TIME:		[●] Central Time
PLACE:		The special meeting (the “Special Meeting”) will be conducted exclusively online at www.virtualshareholdermeeting.com/PRO2025SM to permit all stockholders equal access to the Special Meeting. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting.
ITEMS OF BUSINESS:		1.  To consider and vote on a proposal (the “Merger Proposal”) to approve the Agreement and Plan of Merger, dated as of September 22, 2025 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among PROS Holdings, Inc. (the “Company” or “we”), Project Portofino Parent LLC, a Delaware limited liability company (“Parent”) and Project Portofino Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”) and approve the Merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned direct subsidiary of Parent. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.   2.  To consider and vote on a proposal (the “Compensation Proposal”), to approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.   3.  To consider and vote on a proposal (the “Adjournment Proposal”) to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.
RECORD DATE:		Only stockholders of record at the close of business on [●], 2025 are entitled to notice of, and to vote at, the Special Meeting. All stockholders of record as of that date are cordially invited to attend the Special Meeting.
PROXY VOTING:		Your vote is very important, regardless of the number of shares of Common Stock you own. To ensure your shares are represented and voted at the Special Meeting, please vote as promptly as possible, regardless of whether or not you plan to attend the Special Meeting.

		The Merger cannot be completed unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. The failure to vote will have the same effect as a vote against the Merger Proposal.
		If your shares are held in the name of a bank, brokerage firm or other nominee, please vote by following the instructions on the voting instruction form furnished by the bank, brokerage firm or other nominee. If you hold your shares in your own name, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet prior to the Special Meeting to ensure that your shares of Common Stock will be represented at the Special Meeting if you are unable to attend.   If your shares are held in the name of a bank, brokerage firm or other nominee, please vote by following the instructions on the voting instruction form furnished by the bank, brokerage firm or other nominee.
RECOMMENDATION:		The Company’s board of directors (“Board”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) adopted, approved and declared advisable the Merger, the Merger Agreement and the other transactions contemplated thereby, (iii) resolved to recommend that the Company’s stockholders approve the Merger Agreement and approve the Merger at a stockholders’ meeting duly called and held for such purpose, and (iv) directed that the Merger Agreement be submitted to the Company’s stockholders for their approval. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon.   The Board recommends that you vote:   “FOR” approval of the Merger Proposal;   “FOR” approval of the Compensation Proposal; and   “FOR” approval of the Adjournment Proposal.
APPRAISAL:		If the Merger is consummated, stockholders who do not vote in favor of the Merger Proposal and who follow the procedures described under “Appraisal Rights” beginning on page 101 will have the right to seek appraisal of the fair value of their shares of Common Stock if they submit a written demand for appraisal before the vote is taken on the Merger Agreement and do not withdraw a demand for (or lose their right to) appraisal and comply with all the requirements of Delaware law, which are summarized in the accompanying proxy statement and reproduced in their entirety in Annex B to the accompanying proxy statement.

Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you vote at the Special Meeting, your vote by ballot will revoke any proxy previously submitted.

 

[●], 2025

Houston, Texas

TABLE OF CONTENTS

 

				Page
SUMMARY					1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER					13
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					22
PARTIES TO THE MERGER					24
The Company					24
Parent					24
Merger Sub					24
THE SPECIAL MEETING					25
Time, Place and Purpose of the Special Meeting					25
Record Date and Quorum					25
Attendance					25
Vote Required					26
Shares Held by the Company’s Directors and Executive Officers					27
Proxies and Revocation					27
Adjournments					28
Anticipated Date of Completion of the Merger					28
Rights of Stockholders Who Seek Appraisal					28
Solicitation of Proxies; Payment of Solicitation Expenses					29
Householding of Special Meeting Materials					29
Questions and Additional Information					29
THE MERGER					30
Background of the Merger					30
Recommendation of the Board and Reasons for the Merger					40
Opinion of the Company’s Financial Advisor					45
Management Projections					53
Financing of the Merger					55
Closing and the Effective Time					56
Payment of Merger Consideration and Surrender of Stock Certificates					56
Certain Effects of the Merger					57
Effects on the Company if the Merger Is Not Completed					57
Interests of our Directors and Executive Officers in the Merger					58
Material U.S. Federal Income Tax Consequences of the Merger					65
Regulatory Approvals					68
THE MERGER AGREEMENT					69
PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT					94
PROPOSAL 2: ADVISORY VOTE ON MERGER-RELATED COMPENSATION FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS					95
PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING					96
OTHER MATTERS					97
MARKET PRICE OF COMMON STOCK					98
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					99
APPRAISAL RIGHTS					101
DELISTING AND DEREGISTRATION OF COMMON STOCK					105
STOCKHOLDER PROPOSALS					106
WHERE YOU CAN FIND MORE INFORMATION					107
Annex A		Agreement and Plan of Merger, dated as of September  22, 2025, by and among PROS Holdings, Inc., Portofino Parent LLC and Project Portofino Merger Sub, Inc.			A-1
Annex B		Section 262 of the General Corporation Law of the State of Delaware			B-1
Annex C		Opinion of the Company’s Financial Advisor			C-1

SUMMARY

The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that item. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information.”

Parties to the Merger (page 24)

PROS Holdings, Inc., a Delaware corporation (the “Company” or “we”), is headquartered in Houston, Texas. The Company provides software solutions that optimize shopping and selling experiences for both business-to-business and business-to-consumer companies across industry verticals in more than 80 countries. Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 107. The Company’s common stock, par value $0.001 per share (“Common Stock”), is listed on the New York Stock Exchange (the “NYSE”) under the symbol “PRO.” The principal executive offices of the Company are located at 3200 Kirby Drive, Suite 600, Houston, Texas 77098, and its telephone number is +1 (713) 335-5151.

Portofino Parent LLC, a Delaware limited liability company (“Parent”), was formed solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger. Parent is an affiliate of investment funds managed by Thoma Bravo (together with their affiliates, “Thoma Bravo”). After the consummation of the Merger, the Company will be a wholly owned subsidiary of Parent. Parent’s principal executive offices are located at c/o Thoma Bravo LP, 830 Brickell Plaza, Suite 5100, Miami, FL 33131 and its telephone number is +1 (786) 785-5800.

Project Portofino Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), that was formed by Parent solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a wholly owned direct subsidiary of Parent and has not carried on any business activity other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at c/o Thoma Bravo LP, 830 Brickell Plaza, Suite 5100, Miami, FL 33131 and its telephone number is +1 (786) 785-5800.

The Special Meeting (page 25)

Time, Place and Purpose of the Special Meeting

The special meeting (the “Special Meeting”) will be held on [●], 2025, at [●] Central Time, via the Internet at www.virtualshareholdermeeting.com/PRO2025SM.

At the Special Meeting, holders of our Common Stock as of the record date, which was the close of business on [●], 2025 (the “Record Date”), will be asked to consider and vote upon the following matters:

 

1.

the proposal (the “Merger Proposal”) to approve the Agreement and Plan of Merger, dated as of September 22, 2025 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub and approve the Merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned direct subsidiary of Parent, as more fully described in this proxy statement and under “Proposal 1: Approval of the Merger Agreement” beginning on page 94;

 

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2.

the proposal (the “Compensation Proposal”) to approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger, as more fully described in this proxy statement and under “Proposal 2: Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” beginning on page 95; and

 

3.

the proposal (the “Adjournment Proposal”) to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal, as more fully described in this proxy statement and under “Proposal 3: Adjournment of the Special Meeting” beginning on page 96.

Record Date and Quorum

You are entitled to receive notice of, and to vote at, the Special Meeting, and any adjournment or postponement of the Special Meeting unless a new record date is fixed in connection with any adjournment or postponement of the Special Meeting, if you owned shares of Common Stock as of the Record Date, which was the close of business on [●], 2025. You will have one vote for each share of Common Stock that you owned on the Record Date. As of the Record Date, there were [●] shares of Common Stock outstanding and entitled to vote at the Special Meeting. The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum, permitting the conduct of business at the Special Meeting. Abstentions and broker non-votes (as described in the section entitled “Questions and Answers About the Special meeting and the Merger”) are counted as present for the purpose of determining whether a quorum is present.

Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Accordingly, a stockholder’s abstention from voting or the failure to vote (including the failure of a stockholder who holds shares in “street name” through a bank, brokerage firm or other nominee to give any voting instructions to that bank, brokerage firm or other nominee) will have the same effect as a vote “AGAINST” the Merger Proposal.

Provided that a quorum is present, approval of the Compensation Proposal and the Adjournment Proposal require the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter. Accordingly, with respect to a stockholder who is present in person or represented by proxy at the Special Meeting and who abstains from voting on either the Compensation Proposal or the Adjournment Proposal, such stockholder’s abstention will be counted in connection with the determination of whether a quorum is present with respect to such proposal and will have the same effect as a vote “AGAINST” such proposal. The failure of a stockholder of record who is not present in person or represented by proxy at the Special Meeting to vote on either proposal, as well as the failure of a stockholder who holds shares in “street name” through a bank, brokerage firm or other nominee to give any voting instructions to the bank, brokerage firm or other nominee, will have no effect on the outcome of either the Compensation Proposal or the Adjournment Proposal.

Proxies and Revocation

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the Special Meeting. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote

 

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your shares of Common Stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the Special Meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Proposal, which will have the same effect as a vote against approval of the Merger Proposal, and your shares of Common Stock will not have an effect on the Compensation Proposal or on the Adjournment Proposal.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary or by attending the Special Meeting and voting in person.

The Merger (page 30)

On September 22, 2025 (the “Agreement Date”), we entered into the Merger Agreement with Parent and Merger Sub. Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the Merger (the “Surviving Corporation”), will become a wholly owned direct subsidiary of Parent and will continue to exist following the Merger. If the Merger is completed, we will cooperate with Parent to delist our Common Stock from the NYSE and deregister the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following such delisting and deregistration, we will cease to be publicly traded and will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of Parent or the Surviving Corporation.

At the effective time of the Merger (the “Effective Time”), the certificate of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time will be the certificate of incorporation and bylaws of the Surviving Company. The directors of the Surviving Corporation will, from and after the Effective Time, be the individuals who are the directors of the Merger Sub immediately prior to the Effective Time. The officers of the Surviving Corporation will, from and after the Effective Time, be the individuals who are the officers of the Company immediately prior to the Effective Time.

Merger Consideration

In the Merger, each outstanding share of Common Stock outstanding immediately prior to the Effective Time (other than shares of Common Stock held by Parent and Merger Sub, shares of Common Stock held by the Company as treasury stock and shares of Common Stock owned by the Company or any direct or indirect wholly owned subsidiary of the Company and shares of Common Stock owned by stockholders who have perfected and not withdrawn a demand for, or lost their right to, appraisal with respect to such shares of Common Stock (collectively the “Excluded Shares”)) will be converted into the right to receive an amount in cash equal to $23.25, without interest thereon (the “Merger Consideration”), less any applicable withholding taxes.

Recommendation of the Board (page 40)

The Company’s board of directors (the “Board”) has (i) determined that the terms of the Merger, the Merger Agreement and the transactions contemplated thereby, are fair to and in the best interests of the Company and its stockholders, (ii) adopted, approved and declared advisable the Merger, the Merger Agreement and the other transactions contemplated thereby, (iii) resolved to recommend that the Company’s stockholders approve the Merger Agreement and the Merger at a stockholders’ meeting duly called and held for such purpose, and (iv) directed that the Merger Agreement be submitted to the Company’s stockholders for their approval. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. For some of the factors considered, see “The Merger—Reasons for Recommendation.”

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to,

 

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yours. The Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be approved by the stockholders of the Company. See under the heading “The Merger—Interests of our Directors and Executive Officers in the Merger.”

The Board recommends that you vote:

 

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“FOR” approval of the Merger Proposal;

 

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“FOR” approval of the Compensation Proposal; and

 

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“FOR” approval of the Adjournment Proposal.

Opinion of the Company’s Financial Advisor (page 45)

The Company retained Qatalyst Partners LP (“Qatalyst Partners”) to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether the merger consideration of $23.25 per share to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) was fair, from a financial point of view, to such holders. The Company selected Qatalyst Partners to act as the Company’s financial advisor based on Qatalyst Partners’ long-standing relationship with the Company as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of the Company and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board on September 22, 2025, Qatalyst Partners rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated September 22, 2025, to the Board following this meeting of the Board.

The full text of Qatalyst Partners’ written opinion, dated September 22, 2025, is attached to this proxy statement as Annex C and is incorporated by reference in this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Holders of shares of Common Stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board and addresses only, as of the date of the opinion, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the fairness, from a financial point of view, of the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement, to such holders, and it does not address any other aspect of the Merger. Qatalyst Partners’ opinion does not constitute a recommendation as to how stockholders of the Company should vote with respect to the Merger or any other matter and does not in any manner address the price at which the Common Stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex C and is incorporated by reference in this proxy statement in its entirety.

Financing of the Merger (page 55)

The Merger Agreement is not conditioned upon receipt of financing by Parent. Parent anticipates that the total amount of funds necessary to consummate the Merger and the related transactions contemplated by the Merger Agreement will be approximately $1.57 billion, including the estimated funds needed to make (1) payment of the aggregate Merger Consideration upon the terms contemplated by the Merger Agreement, (2) payment of all

 

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related fees of Parent, Merger Sub and their respective representatives to be paid in connection with the Closing, (3) payment and/or settlement of any conversions required to be made at or after the Closing under the Company’s indentures, dated as of September 15, 2020 and June 24, 2025 (collectively, the “Indentures”) in respect of the Convertible Notes (as defined in the section entitled “The Merger Agreement—Conduct of Business Prior to Effective Time”) (including any make-whole adjustment to the conversion rate with respect thereto) as a result of the Merger (without giving effect to any payments received pursuant to the convertible note capped call options entered into in connection with the Convertible Notes (the “Convertible Note Capped Call Options”)) and to repurchase the Convertible Notes as required pursuant to Article 15 of the Indentures, (4) payment of the total amount required to be paid to fully satisfy the obligations of the Company and its subsidiaries with respect to any indebtedness for borrowed money (including the Company’s and its subsidiaries’ credit facility) (other than certain obligations expressly permitted to survive) (the “Payoff Amount”) at Closing and (5) payments in respect of outstanding equity awards of the Company in accordance with their terms and pursuant to the Merger Agreement. Pursuant to the equity commitment letter, dated September 22, 2025 (the “Equity Commitment Letter”), the Equity Investor (as defined in the section entitled “The Merger—Financing of the Merger”) has committed to either (a) purchase, or cause an assignee or assignees to purchase, directly or indirectly, at or immediately prior to the Closing, equity securities of Parent for a purchase price of up to $1,571,000,000 in the aggregate or (b) pay, or cause an assignee or assignees to pay, an aggregate amount not to exceed $97,500,000 solely to satisfy the obligations of Parent and/or Merger Sub to (i) reimburse the Company for its reasonable and documented out-of-pocket costs and expenses (including accounting and legal fees and expenses) in accordance with Section 5.10(h) of the Merger Agreement and/or (ii) pay monetary damages to the Company in the event of an issuance, following the Company’s termination of the Merger Agreement, of a final, binding and non-appealable order of a court of competent jurisdiction in accordance with the terms of the Merger Agreement (the “Final Order”) that requires Parent and/or Merger Sub to pay damages to the Company in connection with the transactions contemplated by the Merger Agreement, in the amount specified in such Final Order, subject to certain limitations on liability.

The Equity Investor’s financing commitments are generally subject to the satisfaction of the conditions to Parent and Merger Sub’s obligations to effect the Closing as set forth in the Merger Agreement and the substantially concurrent Closing on the terms and subject to the conditions of the Merger Agreement. For further information regarding the financing of the Merger, see the information included under the section entitled “The Merger— Financing of the Merger.”

Interests of our Directors and Executive Officers in the Merger (page 58)

In considering the recommendation of the Board with respect to the proposed Merger, you should be aware that executive officers and directors of the Company may have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be adopted by the stockholders of the Company. These interests include the following:

 

•

acceleration of vesting at the Effective Time of outstanding restricted stock units (the “Company RSUs”) granted under the Amended and Restated PROS 2017 Equity Incentive Plan, as amended (the “2017 Equity Plan”) held by the non-employee members of our Board (“non-employee directors”);

 

•

for Jeff Cotten, the Company’s Chief Executive Officer, the acceleration of vesting and settlement of a portion of his Company RSUs prior to the Closing only to the extent necessary to mitigate the anticipated impact from Section 280G (as discussed further in “The Merger—Interests of our Directors and Executive Officers in the Merger—280G Equity Acceleration” beginning on page 65);

 

•

for our non-employee directors and executive officers, Company RSUs granted under the 2017 Equity Plan, and for our executive officers, Company RSUs granted under the 2017 Equity Plan and the PROS Holdings, Inc. 2021 Equity Inducement Plan (the “Inducement Plan,” and together with the 2017 Equity Plan, the “Equity Plans”) and the market stock units (the “Company MSUs”) granted under the

 

5

Equity Plans will be afforded the treatment described below under “The Merger—Interests of our Directors and Executive Officers in the Merger—Treatment of Equity-Based Awards” beginning on page 59;

 

•

for our executive officers, certain severance payments and benefits that may be payable upon a qualifying termination of employment that occurs in connection with the consummation of the Merger, or for Mr. McNabb (a previously terminated executive officer), the additional severance payment and benefits that he will become entitled to if the consummation of the Merger occurs before January 19, 2026 (as discussed further in “The Merger—Interests of our Directors and Executive Officers in the Merger— Payments Upon Termination Following Change-in-Control” beginning on page 61); and

 

•

the entitlement to continued indemnification and insurance coverage under the Merger Agreement.

For further information with respect to the arrangements between the Company and our directors and executive officers, see the information included under the headings “The Merger—Interests of our Directors and Executive Officers in the Merger” and “Proposal 2: Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers.”

Material U.S. Federal Income Tax Consequences of the Merger (page 65)

The exchange of shares of Common Stock for cash pursuant to the Merger generally will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. Stockholders that are U.S. holders and that exchange their shares of Common Stock in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the cash received pursuant to the Merger, including any applicable withholding taxes, and their adjusted tax basis in their shares of Common Stock. Backup withholding (currently at a rate of 24%) may also apply to the cash received pursuant to the Merger unless the applicable U.S. holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. You should read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 65 for the definition of “U.S. holder” and a more detailed discussion of the U.S. federal income tax consequences of the Merger. You should also consult your tax advisor for a complete analysis of the effect of the Merger on your federal, state and local and/or foreign taxes.

Regulatory Approvals (page 68)

Under the terms of the Merger Agreement, the Merger cannot be completed until notice has been filed with the Federal Trade Commission and the Department of Justice (the “DOJ”) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the waiting period applicable to the consummation of the Merger under the HSR Act has expired or been terminated.

In addition, under the terms of the Merger Agreement, the Merger cannot be completed until merger control filings are submitted to, and clearances are received from, (i) the German Federal Cartel Office (Bundeskartellamt) and (ii) the Australian Competition & Consumer Commission.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied on a timely basis or at all.

Treatment of Equity-Based Awards (page 59)

At the Effective Time:

 

•

Each Company RSU that is outstanding and unsettled as of immediately prior to the Effective Time and which is vested prior to or vests as of immediately prior to the Effective Time in accordance with

 

6

its terms as in effect as of the date of the Merger Agreement as a result of the Merger (“Vested Company RSU”) will be cancelled, with the former holders of such cancelled Vested Company RSUs becoming entitled to receive for each share of Common Stock subject to such Vested Company RSU, an amount in cash equal, without interest and subject to deduction for any required withholding of Tax, to the Merger Consideration. The Surviving Corporation will pay such Merger Consideration to the former holders of Vested Company RSUs on or promptly following the closing date (the “Closing Date”). Any such payment that constitutes “deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

•

Each Company RSU that is outstanding as of immediately prior to the Effective Time and that is not a Vested Company RSU as of immediately prior to the Effective Time (“Unvested Company RSU”) will be cancelled and converted into the contingent right to receive for each share of Common Stock subject to such Unvested Company RSU, an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the Merger Consideration (collectively, the “Cash Replacement RSU Amounts”). The right to receive the Cash Replacement RSU Amounts will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Unvested Company RSUs for which they were exchanged immediately prior to the Effective Time. Subject to continued service through the applicable vesting dates or earlier satisfaction of the applicable vesting conditions for the Unvested Company RSUs, the right to receive the Cash Replacement RSU Amount will vest and the Surviving Corporation will pay the Cash Replacement RSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company RSU award agreement. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

•

Each Company MSU that is an Earned Unit (as defined in the applicable Notice of Grant of Market Stock Units and Market Stock Unit Award Agreement issued pursuant to the Equity Plans) and is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive, an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the product of (i) the Merger Consideration multiplied by (ii) the applicable number of shares of Common Stock subject to such Earned Unit as of immediately prior to the Effective Time. The Surviving Corporation will pay such Merger Consideration (i) to the former holders of Accelerated Units (as defined in the applicable Notice of Grant of Market Stock Units and Market Stock Unit Award Agreement issued pursuant to the Equity Plans), on or promptly following the Closing Date and (ii) to the former holders of Company MSUs that are Earned Units (other than Accelerated Units and Nonaccelerated Earned Units (as such terms are defined in the applicable Notice of Grant of Market Stock Units and Market Stock Unit Award Agreement issued pursuant to the Equity Plans)) outstanding but unsettled as of immediately prior to the Effective Time (the “Vested Earned Units”) and that have an applicable settlement date following the Closing Date, on the applicable settlement date. The right to receive the Merger Consideration with respect to any Earned Units that are Nonaccelerated Earned Units (as defined in the applicable Notice of Grant of Market Stock Units and Market Stock Unit Award Agreement issued pursuant to the Equity Plans) outstanding as of immediately prior to the Effective Time (such consideration, the “Cash Replacement MSU Amounts”) will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Nonaccelerated Earned Units for which they were exchanged immediately prior to the Effective Time.

 

•

Subject to continued service through the applicable settlement date for the Cash Replacement MSU Amounts, the right to receive the Cash Replacement MSU Amount will vest and the Surviving Corporation will pay the Cash Replacement MSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company MSU award agreement. Any such payment that

 

7

constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

Treatment of Employee Stock Purchase Plan (page 59)

Following the Agreement Date, the Board will adopt resolutions and take any other necessary actions to provide that (i) with respect to the outstanding Offering Period (as defined in the PROS 2013 Employee Stock Purchase Plan (the “Company ESPP”)) under the Company ESPP as of the Agreement Date, no participant may increase the percentage amount of his or her payroll deduction election or contribution rate in effect on the Agreement Date for such Offering Period or make any separate non-payroll contributions to the Company ESPP on or following the Agreement Date and no new participants may participate in such Offering Period and such Offering Period will not be extended beyond its current end date; (ii) no new participant may commence participation in the Company ESPP; (iii) no new Offering Period will be authorized or commenced under the Company ESPP on or after the Agreement Date; (iv) any Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and a Purchase Date (as such term is defined in the Company ESPP) will occur on a date selected by the Company that is no later than five (5) business days prior to the Effective Time (the “Final Exercise Date”), in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger; and (v) immediately prior, and subject to the occurrence of the Effective Time, the Company ESPP will terminate and no further rights will be granted or exercised under the Company ESPP thereafter. On the day following the Final Exercise Date, any funds credited as of such date under the Company ESPP that are not used to purchase shares of Common Stock on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company ESPP will be refunded to the applicable participant in accordance with the terms of the Company ESPP.

No Solicitation or Negotiation of Takeover Proposals (page 79)

From the Agreement Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed not to, and to cause its subsidiaries and its and their respective representatives not to:

 

•

initiate, solicit, knowingly assist, or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal, announcement or offer that constitutes, or would be reasonably expected to lead to an Acquisition Proposal (as defined in the section entitled “The Merger Agreement—No Solicitation or Negotiation of Takeover Proposals”) (other than discussions solely to clarify whether such proposal or offer constitutes an Acquisition Proposal or, in response to an unsolicited inquiry from any person relating to an Acquisition Proposal, informing such person of the provisions contained in the Merger Agreement relating to Acquisition Proposals);

 

•

engage in, continue or otherwise participate in any discussions (other than, in response to an unsolicited inquiry from any person relating to an Acquisition Proposal, informing person of these restrictions) or negotiations regarding, or provide any non-public information or data to any person relating to, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (in each case other than to Parent and its representatives);

 

•

provide any person (in each case, other than Parent and its representatives) with access to the business, properties, personnel, books or records of the Company or any of its subsidiaries, in each case, in connection with, or with the intent to encourage or facilitate the making, submission or announcement of, any Acquisition Proposal or any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal;

 

•

otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal;

 

8

•

except as expressly permitted by a Change of Recommendation (as defined in the section entitled “The Merger Agreement—No Change in Recommendation or Alternative Acquisition Agreement”), approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or other similar contract relating to an Acquisition Proposal (other than certain permitted confidentiality agreements) (each of the foregoing, an “Alternative Acquisition Agreement”); or

 

•

authorize or commit to do any of the foregoing.

Notwithstanding the restrictions described above, under certain circumstances and subject to the terms of the Merger Agreement, prior to the approval of the Merger Agreement by our stockholders, the Company may provide information to, and engage or participate in negotiations or substantive discussions with, a person regarding an acquisition proposal if the Board determines in good faith after consultation with its outside legal and financial advisors that such proposal is a superior proposal or is reasonably likely to lead to a superior proposal and to not do so would be inconsistent with its fiduciary duties. For more information, see “The Merger Agreement—No Solicitation or Negotiation of Takeover Proposals.”

Conditions to Completion of the Merger (page 89)

The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the adoption of the Merger Agreement by our stockholders, receipt of certain regulatory approvals, the absence of any legal prohibitions, the accuracy of the representations and warranties of the parties, compliance by the parties with their respective obligations under the Merger Agreement and the absence of a Company Material Adverse Effect (as defined in the section entitled “The Merger Agreement—Representations and Warranties”). For more information, see “The Merger Agreement—Conditions to Completion of the Merger.”

Termination of the Merger Agreement (page 91)

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time only as follows:

 

•

by mutual written agreement of Parent and the Company; or

 

•

by either Parent or the Company if:

 

•

the Effective Time shall not have occurred on or before September 22, 2026 (the “Termination Date”); provided, however, that this right to terminate the Merger Agreement will not be available to any party whose failure to perform or comply with any obligation under the Merger Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to have occurred on or before the Termination Date; or

 

•

The Special Meeting shall have been held and the Company’s stockholders shall have failed to approve the Merger Agreement at the Special Meeting or at any adjournment or postponement of such meeting; or

 

•

any law, regulation or order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger becomes final and non-appealable; or

 

•

by the Company:

 

•

in the event (i) of a breach of any covenant or agreement set forth in the Merger Agreement on the part of Parent or Merger Sub or (ii) that any of the representations and warranties of Parent and Merger Sub set forth in the Merger Agreement shall have been inaccurate when made or shall have become inaccurate, in either case such that the related condition of the obligation of the

 

9

Company to close would not be satisfied, except if such breach or inaccuracy is capable of being cured by Parent or Merger Sub prior to the Termination Date, in which case the Company shall not be permitted to terminate the Merger Agreement under this provision until the earlier to occur of (x) 30 days after delivery of notice from the Company to Parent of such breach or inaccuracy and (y) the date that is two (2) business days prior to the Termination Date; or

 

•

in the event that (i) all of the conditions for Parent’s and Merger Sub’s obligations to effect the Merger have been satisfied or waived, other than those to be satisfied at the Closing, and remain satisfied throughout the period described below, (ii) Parent and Merger Sub fail to consummate the Merger at the time required by the Merger Agreement, (iii) following such failure by Parent and Merger Sub to consummate the Merger, the Company has confirmed to Parent in writing that (x) all of the Company’s obligations to close have been satisfied or waived, other than those to be satisfied at the Closing and (y) the Company is ready, willing and able to consummate the Merger and remains so ready, willing and able through the period described below, and (iv) Parent and Merger Sub fail to consummate the Merger within two (2) business days after receipt of such notice; or

 

•

at any time prior to the approval of the Merger Agreement by the Company’s stockholders, if the Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement”) and substantially concurrently with such termination, the Company pays Parent the termination fee described in the section captioned “The Merger Agreement—Termination Fees and Expenses” below; or

 

•

by Parent if:

 

•

in the event (i) of a breach of any covenant or agreement set forth in the Merger Agreement on the part of the Company or (ii) that any of the representations and warranties of the Company set forth in the Merger Agreement shall have been inaccurate when made or shall have become inaccurate, in either case such that the related condition to the obligation of the Company to close would not be satisfied, except if such breach or inaccuracy is capable of being cured by the Company prior to the Termination Date, in which case Parent shall not be permitted to terminate the Merger Agreement under this provision until the earlier to occur of (x) 30 days after receipt of notice from Parent to the Company of such breach or inaccuracy or (y) the date that is two (2) business days prior to the Termination Date, it being understood that Parent may not terminate the Merger Agreement under this provision if (A) such breach or inaccuracy by the Company is cured within such notice period or (B) if Parent is then in breach of any covenant or agreement set forth in the Merger Agreement or there is any inaccuracy in any of the representations and warranties of the Parent, in either case such that Company would be entitled to terminate the Merger Agreement (without giving effect to any notice or cure periods specified therein); or

 

•

a Change of Recommendation (as defined in the section entitled “The Merger Agreement—No Change in Recommendation or Alternative Acquisition Agreement”) shall have occurred.

Termination Fees (page 92)

The Company must pay Parent a termination fee of $39.6 million (the “Company Termination Fee”) if any of the following occurs:

 

•

either party terminates the Merger Agreement in the event that the Special Meeting shall have been held and the approval of the stockholders shall not have been obtained thereat or at any adjournment or postponement thereof;

 

•

(i) either party terminates the Merger Agreement in the event (1) of a breach of any covenant or agreement of the other party set forth in the Merger Agreement or (2) that any of the representations

 

10

and warranties of the other party set forth in the Merger Agreement shall have been inaccurate when made or shall have become inaccurate, in either case such that the related condition to the obligation of such party to close would not have been satisfied, except if such breach or inaccuracy is capable of being cured by such party prior to the Termination Date; (ii) following the Agreement Date and prior to the date of the Special Meeting, an offer or proposal for a Competing Acquisition Transaction is publicly announced or shall become publicly known and is not publicly withdrawn without qualification prior to the termination of the Merger Agreement, and (iii) within twelve (12) months following the termination of the Merger Agreement, a Competing Acquisition Transaction (as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement”) is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction;

 

•

the Company effects a Superior Proposal Company Termination (as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement”); or

 

•

Parent effects a Change of Recommendation Termination (as defined in the section entitled “The Merger Agreement—No Solicitation or Negotiation of Takeover Proposals”).

Specific Performance (page 92)

The parties to the Merger Agreement will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. For more information, see the section of this proxy statement entitled “The Merger Agreement—Specific Performance.”

Transaction Litigation

As of the date of this proxy statement, the Company is not aware of any complaints or litigation pending related to the Merger.

Market Price of Common Stock (page 98)

The closing price of our Common Stock on the NYSE on September 19, 2025, the last trading day prior to the public announcement of the execution of the Merger Agreement, was $16.41 per share of Common Stock. On [●], 2025, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our Common Stock on the NYSE was $[●] per share of Common Stock, each share of which is entitled to one vote. You are encouraged to obtain current market quotations for our Common Stock in connection with voting your shares of Common Stock.

Appraisal Rights (page 101)

Stockholders are entitled to appraisal rights under the General Corporation Law of the state of Delaware (the “DGCL”) in connection with the Merger. This means that you are entitled to have the fair value of your shares of Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the Merger Consideration if you follow exactly the procedures specified under the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the Merger Agreement and you must not vote, either in person or by proxy, in favor of the Merger Proposal. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See “Appraisal Rights” beginning on page 101 and the text of the Delaware appraisal

 

11

rights statute reproduced in its entirety as Annex B to this proxy statement and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/#262. If you hold your shares of Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the DGCL, stockholders who wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Delisting and Deregistration of Common Stock (page 105)

If the Merger is completed, we will cooperate with Parent to cause our Common Stock to be delisted from the NYSE and deregistered under the Exchange Act and we will no longer file periodic reports, current reports and proxy and information statements with the SEC on account of our Common Stock.

Effects on the Company if the Merger is Not Completed (page 57)

If the Merger is not completed for any reason, our stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, the Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and the Company will continue to file periodic reports with the SEC.

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

 

Q.	Why am I receiving this proxy statement and proxy card or voting instruction form?

 

A.

You are receiving this proxy statement because the Company has agreed to be acquired pursuant to an all-cash merger transaction. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the Surviving Corporation and as a wholly owned direct subsidiary of Parent. The Merger Agreement governs the terms of the Merger of Merger Sub and the Company and is attached to this proxy statement as Annex A. You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the Merger Proposal and the other matters to be voted on at the Special Meeting.

To complete the Merger, among other things, Company stockholders must approve the Merger Agreement in accordance with the DGCL. This proxy statement, which you should carefully read in its entirety, together with any documents incorporated by reference and the annexes, contains important information about the Special Meeting, the Merger and other matters.

 

Q.	When and where is the Special Meeting?

 

A.	The Special Meeting will be held on [●], 2025 at [●] Central Time, via the Internet at www.virtualshareholdermeeting.com/PRO2025SM.

 

Q.	What am I being asked to vote on at the Special Meeting?

 

A.	You are being asked to consider and vote on the Merger Proposal, the Compensation Proposal, and the Adjournment Proposal.

 

Q.	What is the proposed Merger and what effects will it have on the Company?

 

A.

The proposed Merger is the acquisition of the Company by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by our stockholders and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into the Company, with the Company becoming a wholly owned subsidiary of Parent. As a result of the Merger, the Company will cease to be a public company and you will cease to hold Common Stock or have any interest in the Company’s future earnings or growth. In addition, following the Merger, our Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

 

Q.	What will I receive if the Merger is completed?

 

A.

Upon completion of the Merger, you will be entitled to receive the Merger Consideration, without interest thereon, less any applicable withholding taxes, for each share of Common Stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL with respect to such shares. For example, if you own 100 shares of Common Stock, you will receive $2,325.00 in cash, less any

 

13

applicable withholding taxes, in exchange for your shares. Following completion of the Merger, you will not own any shares of the capital stock in Parent or the Surviving Corporation. Please do NOT return your stock certificate(s) with your proxy.

 

Q.	How does the Merger Consideration compare to the market price of our Common Stock prior to announcement of the Merger?

 

A.

The Merger Consideration represents (i) a premium of approximately 53.2% to the volume weighted average price of our Common Stock for the 30-calendar day period ending September 19, 2025, the last day of trading prior to the public announcement of the execution of the Merger Agreement, and (ii) a premium of approximately 41.7% to the last closing per share price of our Common Stock on September 19, 2025.

 

Q.	How does the Board recommend that I vote?

 

A.	The Board recommends that our stockholders vote “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

 

Q.	When do you expect the Merger to be completed?

 

A.

We are working toward completing the Merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including approval by our stockholders of the Merger Proposal, we expect the Merger to be completed in the fourth quarter of 2025. However, we cannot assure completion by any particular date, if at all.

 

Q.	What happens if the Merger is not completed?

 

A.

If the Merger Agreement is not approved by the stockholders of the Company or if the Merger is not completed for any other reason, you will continue to hold your shares of Common Stock and you will not receive any payment for such shares in connection with the Merger. Instead, the Company will remain an independent public company, and our Common Stock will continue to be listed and traded on the NYSE. Under specified circumstances, the Company may be required to pay to Parent, a fee with respect to the termination of the Merger Agreement as described under “The Merger Agreement—Termination Fees and Expenses.”

 

Q.	What conditions must be satisfied to complete the Merger?

 

A.

The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger Agreement by our stockholders, receipt of certain regulatory approvals, the absence of any legal prohibitions, the accuracy of the representations and warranties of the parties, compliance by the parties with their respective obligations under the Merger Agreement and the absence of a Company Material Adverse Effect (as defined in the section entitled “The Merger Agreement—Representations and Warranties”).

For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the Merger, see “The Merger Agreement—Conditions to Completion of the Merger” and “The Merger—Regulatory Approvals.”

 

Q.	Is the Merger expected to be taxable to me?

 

A.

The exchange of shares of Common Stock for cash pursuant to the Merger generally will be a taxable transaction to U.S. holders (as defined in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) for U.S. federal income tax purposes. If you are a U.S. holder and you exchange your shares of Common Stock in the Merger for cash, you will generally recognize gain or loss in an amount equal to

 

14

the difference, if any, between the amount of cash received with respect to such shares, including any applicable withholding taxes, and your adjusted tax basis in such shares of Common Stock. Backup withholding may also apply to the cash received by a non-corporate U.S. holder pursuant to the Merger unless such U.S. holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. You should read “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the Merger. You should also consult your tax advisor for a complete analysis of the effect of the Merger on your federal, state and local and/or foreign taxes.

 

Q:	What will holders of Company equity-based awards receive in the Merger?

 

A:	At the Effective Time:

 

•

Each Vested Company RSU will be cancelled, with the former holders of such cancelled Vested Company RSU becoming entitled to receive for each share of Common Stock subject to such Vested Company RSU, an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the Merger Consideration. The Surviving Corporation will pay such Merger Consideration to the former holders of Vested Company RSUs on or promptly following the Closing Date. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code, will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

•

Each Unvested Company RSU will be cancelled and converted into the contingent right to receive the Cash Replacement RSU Amounts. The right to receive the Cash Replacement RSU Amounts will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Unvested Company RSUs for which they were exchanged immediately prior to the Effective Time. Subject to continued service through the applicable vesting dates or earlier satisfaction of the applicable vesting conditions for the Unvested Company RSUs, the right to receive the Cash Replacement RSU Amount will vest and the Surviving Corporation will pay the Cash Replacement RSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company RSU award agreement. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

•

Each Company MSU that is an Earned Unit will be cancelled and converted into the right to receive an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the product of (i) the Merger Consideration multiplied by (ii) the applicable number of shares of Common Stock subject to such Earned Unit as of immediately prior to the Effective Time. The Surviving Corporation will pay such Merger Consideration (i) to the former holders of Accelerated Units, on or promptly following the Closing Date and (ii) to the former holders of Vested Earned Units and that have an applicable settlement date following the Closing Date, on the applicable settlement date. The right to receive the Cash Replacement MSU Amounts with respect to any Earned Units that are Nonaccelerated Earned Units outstanding as of immediately prior to the Effective Time will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Nonaccelerated Earned Units for which they were exchanged immediately prior to the Effective Time. Subject to continued service through the applicable settlement date for the Cash Replacement MSU Amounts, the right to receive the Cash Replacement MSU Amount will vest and the Surviving Corporation will pay the Cash Replacement MSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company MSU award agreements. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

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•

Following the Agreement Date, the Board will adopt resolutions and take any other necessary actions to provide that (i) with respect to the outstanding Offering Period under the Company ESPP as of the Agreement Date, no participant may increase the percentage amount of his or her payroll deduction election or contribution rate in effect on the Agreement Date for such Offering Period or make any separate non-payroll contributions to the Company ESPP on or following the Agreement Date and no new participants may participate in such Offering Period and such Offering Period will not be extended beyond its current end date; (ii) no new participant may commencement participation in the Company ESPP; (iii) no new Offering Period will be authorized or commenced under the Company ESPP on or after the Agreement Date; (iv) any Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and a Purchase Date (as such term is defined in the Company ESPP) will occur on a date selected by the Company that is no later than five (5) business days prior to the Effective Time, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger; and (v) immediately prior, and subject to the occurrence of the Effective Time, the Company ESPP will terminate and no further rights will be granted or exercised under the Company ESPP thereafter. On the day following the Final Exercise Date, any funds credited as of such date under the Company ESPP that are not used to purchase shares of Common Stock on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company ESPP will be refunded to the applicable participant in accordance with the terms of the Company ESPP.

 

Q.	Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger?

 

A.	SEC rules require us to seek a non-binding, advisory vote with respect to the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.

 

Q.	What will happen if the Company’s stockholders do not approve the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger?

 

A.

Approval of the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger is not a condition to completion of the Merger. If the Merger Agreement is approved by the Company’s stockholders and the Merger is completed, this compensation, which includes amounts that the Company is contractually obligated to pay, will or may be paid or become payable regardless of the outcome of the advisory vote.

For further detail, see “Proposal 2: Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers.”

 

Q.	What vote of stockholders is required to approve the Merger Proposal?

 

A.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. As a result, if you fail to submit a proxy or vote in person at the Special Meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote against the Merger Proposal.

 

Q.	What vote of stockholders is required to approve the Compensation Proposal?

 

A.	Approval of the Compensation Proposal requires the affirmative vote of holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter, provided that a quorum is present.

 

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Abstaining will have the same effect as a vote against the Compensation Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting or if your shares of Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock, your shares of Common Stock will not be voted, but this will not have an effect on the Compensation Proposal.

 

Q.	What vote of stockholders is required to approve the Adjournment Proposal?

 

A.	Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter, provided that a quorum is present.

Abstaining will have the same effect as a vote against the Adjournment Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting or if your shares of Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock, your shares of Common Stock will not be voted, but this will not have an effect on the Adjournment Proposal.

 

Q.	Do any of the Company’s directors or officers have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

 

A.

Yes. In considering the recommendation of the Board, you should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be approved by the stockholders of the Company. For more information see “The Merger—Interests of our Directors and Executive Officers in the Merger” and “Proposal 2: Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers.”

 

Q.	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A.

If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered the stockholder of record with respect to those shares. In this case, we have sent this proxy statement and your proxy card to you directly. As the stockholder of record, you have the right to vote, grant your voting directly to the Company or to a third party or to vote in person at the meeting.

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. In this case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee. You should follow the instructions provided by them to vote your shares. If your shares are held in street name and you would like to vote at the Special Meeting, you may visit www.virtualshareholdermeeting.com/PRO2025SM and enter the 16-digit control number included in the voting instruction card provided to you by your bank, brokerage firm or other nominee. If you hold your shares in street name and you did not receive a 16-digit control number, you may need to contact your bank, brokerage firm or other nominee. Instructions should also be provided on the voting instruction card provided by your bank, brokerage firm or other nominee.

 

Q.	If my shares of Common Stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of Common Stock for me?

 

A.	Your bank, brokerage firm or other nominee will only be permitted to vote your shares if you instruct them how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee

 

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regarding the voting of your shares. Under the rules of the NYSE, banks, brokerage firms or other nominees who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the Merger Proposal, and, as a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms or other nominees are not empowered to vote those shares on non-routine matters. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock, your shares will not be voted (“broker non-votes”) and the effect will be the same as a vote against approval of the Merger Proposal, and your shares will not have an effect on the Compensation Proposal or on the Adjournment Proposal.

 

Q.	Who can vote at the Special Meeting?

 

A.	All holders of record of Common Stock as of the close of business on [●], 2025, the Record Date, are entitled to vote at the Special Meeting.

 

Q.	How many votes do I have?

 

A.	On each matter properly brought before the Special Meeting, you are entitled to one vote for each share of Common Stock held of record as of the Record Date. As of close of business on the Record Date, there were [●] outstanding shares of Common Stock.

 

Q.	What is a quorum?

 

A.

The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the Common Stock issued and outstanding and entitled to vote at the Special Meeting will constitute a quorum, permitting the conduct of business at the Special Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present.

 

Q.	How do I vote?

 

A.	Stockholder of Record. If you are a stockholder of record, you may have your shares of Common Stock voted on matters presented at the Special Meeting in any of the following ways:

 

•

by proxy:

 

•

by telephone or over the Internet, by accessing the telephone number or website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

 

•

by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

 

•

at the Special Meeting:

 

•

you will be able to attend the Special Meeting online and vote your shares electronically during the Special Meeting by visiting www.virtualshareholdermeeting.com/PRO2025SM and entering the 16-digit control number included on your proxy card. If you attend the Special Meeting and vote online during the meeting, your vote will revoke any proxy that you have previously submitted.

Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. The holder of your shares will provide you with a copy of this proxy statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the internet or by telephone.

 

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Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of Common Stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote your shares of Common Stock that you beneficially own, you may still vote your shares of Common Stock online at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting virtually and vote online during the Special Meeting, your previous vote by proxy will not be counted.

 

Q.	How can I change or revoke my vote?

 

A.

You have the right to revoke a proxy before it is voted by submitting a new proxy card with a later date or subsequently voting via telephone or the Internet. Record holders may also revoke their proxies by voting in person at the Special Meeting or by notifying the Company’s Secretary in writing at: PROS Holdings, Inc., 3200 Kirby Drive, Suite 600, Houston, Texas 77098, Attention: Corporate Secretary.

 

Q.	What is a proxy?

 

A.

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares is called a “proxy card.”

 

Q.	If a stockholder gives a proxy, how are the shares of Common Stock voted?

 

A.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

 

Q.	How are votes counted?

 

A.	For the Merger Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have the same effect as votes against the Merger Proposal.

For the Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as if you voted against the Compensation Proposal, but broker non-votes will not have an effect on the proposal.

For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as if you voted against the Adjournment Proposal, but broker non-votes will not have an effect on the proposal.

 

Q.	What do I do if I receive more than one proxy or set of voting instructions?

 

A.

If you hold shares of Common Stock in “street name” and also directly as a record holder or otherwise, you may receive more than one proxy and/or set of voting instructions relating to the Special Meeting. Please vote each proxy or voting instruction card in accordance with the instructions provided in this proxy statement in order to ensure that all of your shares are voted.

 

Q.	What happens if I sell my shares of Common Stock after the Record Date but before the Special Meeting?

 

A.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than both the date of the Special Meeting and the consummation of the Merger. If you transfer your shares of Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies the

 

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Company in writing of such special arrangements, you will retain your right to vote such shares at the Special Meeting but will transfer the right to receive the Merger Consideration to the person to whom you transfer your shares.

 

Q.	What happens if I sell my shares of Common Stock after the Special Meeting but before the Effective Time?

 

A.

If you transfer your shares of Common Stock after the Special Meeting but before the Effective Time, you will have transferred the right to receive the Merger Consideration to the person to whom you transfer your shares. In order to receive the Merger Consideration, you must hold your shares of Common Stock through completion of the Merger.

 

Q.	Who will solicit and pay the cost of soliciting proxies?

 

A.

The Company has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Special Meeting. The Company estimates that it will pay Innisfree M&A Incorporated a fee of $45,000. The Company has also agreed to reimburse Innisfree M&A Incorporated for, pay directly, or, where requested in special situations, advance sufficient funds for the payment of, certain fees, costs and expenses and will also indemnify Innisfree M&A Incorporated, its affiliates and their respective stockholders, officers, directors, employees, agents and other representatives and controlling persons against certain losses, claims, damages, liabilities and expenses. The Company may also reimburse banks, brokers or their agents for certain expenses in forwarding proxy materials to beneficial owners of Common Stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q.	What do I need to do now?

 

A.

Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please vote promptly to ensure that your shares are represented at the Special Meeting. If you hold shares of Common Stock in your own name as the stockholder of record, you may submit a proxy to have your shares voted at the Special Meeting in one of three ways: (i) completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; (ii) calling toll-free at the telephone number indicated on the enclosed proxy card; or (iii) using the Internet in accordance with the instructions set forth on the enclosed proxy card. If you decide to attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

 

Q.	Should I send in my stock certificates now?

 

A.

No. If the Merger Proposal is approved, you will be sent a letter of transmittal after the completion of the Merger describing how you may exchange your shares of Common Stock for the Merger Consideration. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your “street name” shares of Common Stock in exchange for the Merger Consideration. Please do NOT return your stock certificate(s) with your proxy.

 

Q.	Am I entitled to exercise appraisal rights under the DGCL instead of receiving the Merger Consideration for my shares of Common Stock?

 

A.

Yes. As a holder of Common Stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions, including that you do not vote (in person or by proxy) in favor of approval of the Merger Agreement. See “Appraisal Rights” beginning on page 101. For the full text of Section 262 of the DGCL, please see Annex B hereto.

 

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Q.	What is householding and how does it affect me?

 

A.

The SEC permits companies to send a single set of certain disclosure documents to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. This householding process reduces the volume of duplicate information and reduces printing and mailing expenses. We have not instituted householding for stockholders of record; however, certain brokerage firms may have instituted householding for beneficial owners of Common Stock held through brokerage firms. If you have multiple accounts holding Common Stock, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

 

Q.	Who can help answer any other questions I might have?

 

A.	If you have additional questions about the Merger, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the enclosed proxy card, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling toll-free at +1 (866) 239-1763.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating directly or indirectly to the timing or likelihood of completing the Merger, and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. Without limiting the foregoing, 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, the Company 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, based on currently available information and using numerous assumptions. These statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond the Company’s control and therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q, factors and matters contained or incorporated by reference in this proxy statement, and the following factors:

 

•

the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Common Stock of the Company;

 

•

the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement by the stockholders of the Company 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;

 

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

 

•

the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay the $39.6 million termination fee pursuant to the Merger Agreement;

 

•

the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally;

 

•

risks that the proposed Merger disrupts current plans and operations;

 

•

certain limitations on our ability to operate the business during the pendency of the Merger imposed by the Merger Agreement;

 

•

risks related to diverting management’s attention from the Company’s ongoing business operations during the pendency of the Merger;

 

•

the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the Merger;

 

•

the Company’s ability to retain, hire and integrate skilled personnel, including the Company’s senior management team, and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed Merger;

 

•

unexpected costs, charges or expenses resulting from the proposed Merger;

 

•

the impact of adverse general and industry-specific economic and market conditions;

 

•

risks caused by delays in upturns or downturns being reflected in the Company’s financial position and results of operations; and

 

•

risks that the benefits of the Merger are not realized when and as expected.

 

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There may be additional risks that the Company presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this proxy statement are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

 

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PARTIES TO THE MERGER

The Company

PROS Holdings, Inc.

3200 Kirby Drive, Suite 600

Houston, Texas 77098

USA

The Company is a Delaware corporation headquartered in Houston, Texas. The Company provides software solutions that optimize shopping and selling experiences for both business-to-business and business-to-consumer companies across industry verticals in more than 80 countries. Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 107.

Our Common Stock is listed on the NYSE under the symbol “PRO.”

Parent

Portofino Parent LLC is a Delaware limited liability company that was formed solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger. Parent is an affiliate of investment funds managed by Thoma Bravo. After the consummation of the Merger, the Company will be a wholly owned subsidiary of Parent. Parent’s principal executive offices are located at c/o Thoma Bravo LP, 830 Brickell Plaza, Suite 5100, Miami, FL 33131 and its telephone number is +1 (786) 785-5800.

Merger Sub

Project Portofino Merger Sub, Inc. is a Delaware corporation and wholly owned direct subsidiary of Parent that was formed by Parent solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a wholly owned direct subsidiary of Parent and has not carried on any business activity other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at c/o Thoma Bravo LP, 830 Brickell Plaza, Suite 5100, Miami, FL 33131 and its telephone number is +1 (786) 785-5800.

 

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies for use at the Special Meeting to be held on [●] at [●] Central Time, via the Internet at www.virtualshareholdermeeting.com/PRO2025SM, or at any postponement or adjournment thereof. At the Special Meeting, holders of Common Stock will be asked to approve the Merger Proposal, to approve the Compensation Proposal and to approve the Adjournment Proposal.

Our stockholders must approve the Merger Proposal in order for the Merger to occur. If our stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

Record Date and Quorum

We have fixed the close of business on [●], 2025 as the Record Date for the Special Meeting, and only holders of record of Common Stock on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. On the Record Date, there were [●] shares of Common Stock outstanding and entitled to vote. On all matters properly coming before the Special Meeting, you will have one vote for each share of Common Stock that you owned on the Record Date. A list of the names of stockholders entitled to vote at the Special Meeting will be available for a period of at least ten days prior to the Special Meeting. To arrange review of the list of stockholders for any purpose relevant to the Special Meeting, please contact Investor Relations, PROS Holdings, Inc., by mail at 3200 Kirby Drive, Suite 600, Houston, Texas 77098, by telephone at +1 (713) 335-5879 or by email at [email protected]. The stockholder list will also be available during the virtual Special Meeting for examination by stockholders at www.virtualshareholdermeeting.com/PRO2025SM.

The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum, permitting the conduct of business at the Special Meeting. Shares of Common Stock represented at the Special Meeting but not voted, including shares of Common Stock for which a stockholder directs an “abstention” from voting, will be counted for purposes of establishing a quorum. Broker non-votes will also be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the Special Meeting. Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment of the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned, postponed or delayed. If we adjourn, postpone or delay the Special Meeting for more than 30 days, or if thereafter a new Record Date is set, a notice of the adjourned, postponed or delayed meeting will be given to each stockholder of record entitled to vote at the Special Meeting in accordance with the Company’s amended and restated bylaws (the “Bylaws”). Even if a quorum is present, the Special Meeting may be adjourned one or more times to provide more time to solicit additional proxies in favor of approval of the Merger Proposal if sufficient votes are cast in favor of the Adjournment Proposal. In addition, the Special Meeting may be postponed by the presiding chairman.

Attendance

You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.virtualshareholdermeeting.com/PRO2025SM and entering the 16-digit control number included on your proxy card or following instructions received by your bank, brokerage firm or other nominee. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting.

 

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Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. For the Merger Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions, if any, will be included in the calculation of the number of shares of Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved, but will have the same effect as a vote against the Merger Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting, or abstain, it will have the same effect as a vote against the Merger Proposal.

If your shares of Common Stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered, with respect to those shares, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of Common Stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of those shares held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Under the rules of the NYSE, banks, brokerage firms or other nominees who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the Merger Proposal and, as a result, absent specific instructions from the beneficial owner of such shares of Common Stock, banks, brokerage firms or other nominees are not empowered to vote those shares on “non-routine” matters. These broker non-votes will be counted for purposes of determining a quorum but will have the same effect as a vote against the Merger Proposal.

The Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter, provided that a quorum is present. For the Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of this proposal, if your shares of Common Stock are present at the Special Meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted against the proposal. If you fail to submit a proxy or to attend in person the Special Meeting, or there are broker non-votes on the issue, as applicable, the shares of Common Stock held by you or your broker will not be counted in respect of, and will not have an effect on, the Compensation Proposal.

The Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter, provided that a quorum is present. For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of this proposal, if your shares of Common Stock are present at the Special Meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted against the proposal. If you fail to submit a proxy or to attend in person the Special Meeting, or there are broker non-votes on the issue, as applicable, the shares of Common Stock held by you or your broker will not be counted in respect of, and will not have an effect on, the Adjournment Proposal.

If you are a stockholder of record, you may have your shares of Common Stock voted on matters presented at the Special Meeting in any of the following ways:

 

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by proxy:

 

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by telephone or over the Internet, by accessing the telephone number or website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your

 

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identity when voting by telephone or by Internet. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

 

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by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

 

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at the Special Meeting:

 

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you will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.virtualshareholdermeeting.com/PRO2025SM and entering the 16-digit control number included on your proxy card.

If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Common Stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the Special Meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the Special Meeting.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Common Stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Common Stock should be voted on a matter, the shares of Common Stock represented by your properly signed proxy will be voted “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling toll-free at +1 (866) 239-1763.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF COMMON STOCK AT THE MEETING PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET.

Shares Held by the Company’s Directors and Executive Officers

As of [●], 2025, the Record Date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [●] shares of Common Stock, representing [●] percent of the outstanding shares of Common Stock.

Proxies and Revocation

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the Special Meeting. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the Special Meeting, or do not provide your bank, brokerage firm or other nominee

 

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with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Proposal which will have the same effect as a vote against the proposal, and your shares will not have an effect on the Compensation Proposal or the Adjournment Proposal.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary or by attending the Special Meeting and voting in person. Written notice of revocation should be mailed to: PROS Holdings, Inc., 3200 Kirby Drive, Suite 600, Houston, Texas 77098, Attention: Corporate Secretary.

Adjournments

Although it is not currently expected, if the Adjournment Proposal is approved, the Special Meeting may be adjourned for the purpose of, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or if a quorum is not present at the Special Meeting. Any adjournment of the Special Meeting will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned. If we adjourn the Special Meeting for more than 30 days, or if after adjournment a new Record Date is set, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the Special Meeting in accordance with our Bylaws.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as soon as possible. Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the Merger Proposal, we expect the Merger to be completed in the fourth quarter of 2025. If our stockholders vote to approve the Merger Proposal, the Merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the Merger, subject to the terms of the Merger Agreement. For more information see “The Merger—Closing and the Effective Time.”

Rights of Stockholders Who Seek Appraisal

Stockholders are entitled to appraisal rights under the DGCL in connection with the Merger. This means that you are entitled to have the fair value of your shares of Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the Merger Consideration if you follow exactly the procedures specified under the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the Merger Agreement and you must not vote (either in person or by proxy) in favor of the Merger Proposal. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See “Appraisal Rights” beginning on page 101 and the text of the Delaware appraisal rights statute reproduced in its entirety as Annex B to this proxy statement. If you hold your shares of Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

 

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Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the Special Meeting. The Company estimates that it will pay Innisfree M&A Incorporated a fee of $45,000. The Company has also agreed to reimburse Innisfree M&A Incorporated for, pay directly, or, where requested in special situations, advance sufficient funds for the payment of, certain fees, costs and expenses and will also indemnify Innisfree M&A Incorporated, its affiliates and their respective officers, directors, employees, agents and other representatives and controlling persons against certain losses, claims, damages, liabilities and expenses. The Company is soliciting proxies for the Special Meeting and will bear the costs and expenses of such solicitation. The Company may also reimburse banks, brokers or their agents for certain expenses in forwarding proxy materials to beneficial owners of Common Stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Householding of Special Meeting Materials

Some banks, brokers and other nominee record holders participate in the practice of “householding,” by sending only one copy of the proxy statement to multiple stockholders sharing the same address. If you would prefer to receive separate copies of the proxy statement, please contact our Corporate Secretary by emailing at [email protected] or by writing to us at 3200 Kirby Drive, Suite 600, Houston, Texas 77098.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling toll-free at +1 (866) 239-1763.

 

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THE MERGER

The descriptions of the Merger in this section and elsewhere in this proxy statement are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Overview

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company. The Company will be the Surviving Corporation in the Merger, will become a wholly owned direct subsidiary of Parent and will continue to exist following the Merger. As a result of the Merger, the Company will cease to be a publicly traded company. You will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware and acceptance of the filing of the certificate of merger by the Secretary of State of the State of Delaware as provided under the DGCL (or at such later time as we and Parent may agree and specify in the certificate of merger).

In the Merger, each outstanding share of Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares) will be converted into the right to receive the Merger Consideration, without interest thereon, less any applicable withholding taxes. After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the announcement of the execution of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board of Directors, the Transaction Committee (as defined below), members of Company management or the representatives of the Company and other parties.

The Board of Directors (the “Board”) and the Company’s senior management periodically review the Company’s long-term strategy and objectives in light of market and industry conditions. These reviews have included, among other things, consideration of organic growth initiatives, acquisitions, divestitures, and potential business combinations, as well as other strategic opportunities, including in response to unsolicited inbound acquisition interest received from third parties, in each case, with a view towards enhancing stockholder value. In addition, members of the Company’s senior management regularly meet with financial sponsors and potential strategic partners in the enterprise and airline and travel software industries and discuss, among other items, partnering or other business opportunities.

In April 2023, as part of its periodic review of strategic alternatives, the Company elected to conduct a confidential market check regarding potential interest in an acquisition of the Company. In connection with such process, the Company engaged Qatalyst Partners on terms authorized by the Board as the Company’s financial advisor based on Qatalyst Partners’ long-standing relationship with the Company, as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of the Company and the industry in which it operates. In the course of such process, the Company and Qatalyst Partners, at the direction of the Board, contacted 19 parties (comprised of 11 financial sponsors, with two financial sponsors collaborating together and referred to collectively herein as a single party for purposes hereunder, and eight strategic parties),

 

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entered into 12 nondisclosure agreements, each of which contained customary standstill and fallaway provisions and none of which included a “don’t ask, don’t waive” restriction, and conducted management presentations with ten parties. However, the Company did not ultimately receive any acquisition proposals, and the Board terminated such process in July 2023.

Following the termination of the 2023 market check, the Company continued to engage in ordinary course discussions with financial sponsors and potential strategic partners from time to time, and in the summer and fall of 2024, the Company received several unsolicited informal requests to engage in discussions regarding a potential acquisition of either the Company or one of its business lines. Such requests were promptly relayed to the Board. The Company did not engage in substantive discussions with such parties at that time.

On November 15, 2024, the Board held a special meeting, during which representatives of Qatalyst Partners reviewed the recent unsolicited requests with the Board. The Company’s outside legal counsel, DLA Piper LLP (US) (“DLA Piper”), then gave a presentation to the Board on its fiduciary duties in connection with any potential transaction. After further discussion of the unsolicited requests, the Board directed Company management to undertake, with the assistance of Qatalyst Partners (whose prior engagement in 2023 remained active notwithstanding the termination of the 2023 market check and whom the Board determined to continue to engage on an ongoing basis as the Company’s financial advisor), a new confidential market check regarding potential interest in an acquisition of the Company (such process, the “2024 Market Check”). The Board also designated four of its members, Greg B. Petersen, Timothy V. Williams, William Russell and Catherine A. Lesjak, each of whom was an independent director with financial expertise and prior experience with similar transactions and determined by the Board to be disinterested with respect to a potential transaction with the parties that had provided expressions of interest, to act as an ad-hoc transaction committee in connection with the 2024 Market Check (the “Transaction Committee”). The Transaction Committee was formed for convenience and efficiency, rather than any actual or perceived conflict of interest on the part of or with respect to any member of the Board, and was authorized to provide oversight of, and to work directly with, Company management and Qatalyst Partners with respect to the market check, including communications with related persons and other relevant parties and stakeholders, preparation of information for the Board’s consideration and other matters with respect thereto.

As part of the 2024 Market Check, the Board and the Transaction Committee, after consultation with representatives of Qatalyst Partners, authorized outreach by Company management and representatives of Qatalyst Partners to 12 parties (comprised of eight financial sponsors, with two financial sponsors collaborating together and referred to collectively herein as a single party for purposes hereunder, and four strategic parties) that either had previously expressed a potential interest in a transaction with the Company or which the Board and the Transaction Committee believed might have interest in a potential transaction with the Company and could reasonably complete an acquisition of the Company, including Thoma Bravo. Following such outreach, the Company entered into nondisclosure agreements with eight of the 12 contacted parties, as well as an additional five select portfolio companies of such parties, each of which contained customary standstill and fallaway provisions and none of which included a “don’t ask, don’t waive” restriction. The Company also hosted management meetings with each of the eight parties that executed nondisclosure agreements (inclusive, in some cases, of their select portfolio companies).

Following a due diligence period, in January 2025, representatives of Qatalyst Partners, at the direction of Company management, requested written preliminary indications of interest for an acquisition of the entire Company and received written non-binding indications of interest from five parties, including from Thoma Bravo. Thoma Bravo submitted a written preliminary indication of interest to acquire all outstanding shares of the Common Stock of the Company for a price range per share between $27.00 and $30.00. The other four proposals received only expressed an interest in acquiring a particular business line of the Company, with three proposals limited to the acquisition of the Company’s travel-business and one proposal limited to the acquisition of the Company’s business-to-business operations business. The implied value reflected in the indications of interest for only portions of the Company’s business were less than the value of the whole Company based on the

 

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indication of interest received from Thoma Bravo. Following the Board’s review of each of the five proposals, and taking into account the execution risk of the sale of only a portion of the Company’s business and the expected impact of such a partial sale on the remaining standalone business, the Board directed representatives of Qatalyst Partners to inform the bidders that the Company was only interested in discussing offers for the entire Company and instructed Qatalyst Partners to continue to engage with the potential parties to encourage their submission of revised bids for the entire Company.

After additional discussions with, and diligence conducted by, such parties, as of late February 2025, each bidder that had submitted an initial non-binding indication of interest for a particular business line had either voluntarily withdrawn from the process or had informed Qatalyst Partners that either (i) they were not interested in pursuing a transaction for the entire Company or (ii) that any bid for the entire Company would be at a discount as a result of such bidder’s interest in only acquiring a particular portion of the Company’s business. Thoma Bravo continued to express an interest in pursuing a transaction to acquire the whole Company and subsequently submitted an updated written interim preliminary indicative price range per share between $30.00 and $33.00. At the direction of the Board, representatives of Qatalyst Partners requested Thoma Bravo to revise its range and provide a price at which it would be willing to acquire the Company. On February 24, 2025, representatives of Thoma Bravo conveyed a verbal offer to representatives of Qatalyst Partners to acquire all outstanding shares of the Common Stock of the Company for $31.00 per share in cash, subject to completion of due diligence and negotiation of definitive deal documentation, which proposal implied a premium of approximately 24% to the closing price of $25.02 per share on February 25, 2025. On February 25 and 26, 2025, the Board met and considered the status of the 2024 Market Check, including Thoma Bravo’s latest verbal proposal and the absence of any other offers to acquire the entire Company. On February 26, 2025, following a discussion with management and representatives of Qatalyst Partners, the Board directed representatives of Qatalyst Partners to request that Thoma Bravo formalize its offer by providing a written offer to acquire the Company for the Board’s consideration.

On February 27, 2025, Thoma Bravo notified representatives of Qatalyst Partners that, notwithstanding its prior verbal offer, Thoma Bravo was withdrawing its bid, citing its concerns with proceeding with a bid in light of broader macroeconomic uncertainty and corresponding risks to the Company’s business and the achievability of the Company’s financial forecasts, which the representatives of Qatalyst Partners subsequently conveyed to the Board. Following such notification and with no other parties having submitted an offer to acquire the whole Company, the 2024 Market Check concluded.

Beginning with the period leading up to Thoma Bravo’s withdrawal from the 2024 Market Check and continuing through April 15, 2025, the Company navigated a number of factors, including broader macroeconomic uncertainty (including as a result of the impact of tariffs on the Company’s customers and global business), continued scrutiny of algorithmic pricing and revenue optimization solutions and related negative impacts on customers’ buying behavior, the perceived risks of artificial intelligence on businesses such as the Company’s, uncertainty related to the Company’s previously announced CEO transition and other financial market forces (including a general decrease in valuations of software as a service companies). During this timeframe, the Company’s stock price declined approximately 33%.

On April 16, 2025, the Company received an unsolicited inbound written acquisition proposal from Thoma Bravo and its portfolio company, Conga Corporation (“Conga”), to acquire all outstanding shares of the Common Stock of the Company on a fully diluted basis for $24.00 per share in cash, which proposal implied a premium of approximately 46% to the Company’s closing price of $16.43 per share on April 15, 2025, subject to the completion of due diligence and the negotiation and execution of definitive agreements (the “April 2025 Proposal”). The Company shared the April 2025 Proposal with the Board, and the Board determined to discuss the proposal at its upcoming regularly scheduled meeting.

At its regularly scheduled meeting on May 8, 2025, which was attended by Company management, the Board reviewed the April 2025 Proposal, as well as updates from Company management with respect to the Company’s

 

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business performance and business plans, the Company’s recent trading and current stock price, recent market updates, general market trends and Thoma Bravo’s interest in the Company and related uncertainty about its level of transaction conviction given its decision to voluntarily withdraw its bid during the 2024 Market Check. A representative of DLA Piper also discussed again with the Board its fiduciary duties in the context of a potential sale transaction. Taking into consideration such updates, as well as the Company’s recent experience with the 2024 Market Check, potential impacts to the business and Company management of engaging in a renewed market check at such time and the fact that the Company had recently hired Jeff Cotten as its President and Chief Executive Officer, whose tenure was set to begin effective June 2, 2025, the Board determined that it was in the best interests of the Company and its stockholders not to engage at such time with Thoma Bravo with respect to the April 2025 Proposal, not to initiate a broader market check and to continue to execute the Company’s standalone business plan and transition senior leadership to Mr. Cotten. Notwithstanding the Board’s determination, on June 25, 2025, a representative of Thoma Bravo contacted Andres Reiner, the Company’s former Chief Executive Officer, to convey that Thoma Bravo remained interested in continuing discussions with the Company. Mr. Reiner introduced the representative of Thoma Bravo to Mr. Cotten and indicated that any further outreach should be directed to either Mr. Cotten or the Company’s independent chairman, Mr. Russell.

Additionally, on June 17, 2025, the Company received a request from a financial sponsor with a history of shareholder activism (“Party A”) for a meeting to discuss its interest in the Company. Following discussion with members of the Board and in response to such request, the Company agreed to meet with Party A and on July 21, 2025, Mr. Cotten and the Company’s Chief Financial Officer, Stefan Schulz, met via teleconference with representatives of Party A, during which meeting the representatives of Party A delivered a presentation regarding the Company’s business and Party A’s rationale for a potential acquisition of the Company. The representatives of Party A also stated that should the Company be interested in continuing discussions, they were prepared to either provide an indicative price per share for the Company based on then-available information or, alternatively, to conduct due diligence in order to make a more informed proposal. On July 24, 2025, after discussing with Mr. Russell, Mr. Cotten conveyed to Party A that the Company would revert with a response following the Company’s next regularly scheduled Board meeting, set to take place on August 5 and 6, 2025.

On August 1, 2025, Mr. Russell received an email request from a representative of Thoma Bravo to schedule a meeting to discuss Thoma Bravo’s continued interest in the Company.

On August 5 and 6, 2025, the Board held a regularly scheduled meeting, which was attended by Company management and, with respect to a portion of August 5, 2025, representatives of Qatalyst Partners and DLA Piper. During this meeting, Company management provided updates to the Board regarding the July 21, 2025 meeting with Party A, including a review of its prior history of shareholder activism, as well as the outreach by Thoma Bravo. In addition, a representative of DLA Piper reviewed with the Board its fiduciary duties and related legal matters. Representatives of Qatalyst Partners reviewed with the Board, among other items and considerations, the results of the 2023 market check and the 2024 Market Check and next steps if the Company were to engage with Party A and proceed with a renewed market check to solicit third party interest in a potential acquisition of the Company, including certain financial and strategic parties that may be interested in, and capable of completing, a potential acquisition of the Company. Although the Board had previously determined in April 2025 not to engage in a market check process, in light of the outreach by Party A (including the potential that it could elect to go public with its interest or engage in activist activity) and Thoma Bravo’s continued expression of interest in the Company, the Board determined that it was advisable to engage with Party A rather than reject its offer to participate in dialogue and to, in parallel, conduct a renewed market check to provide further information to assess Party A and Thoma Bravo’s interest and any related offers each may make. Following discussion, the Board (i) re-authorized the Transaction Committee (which would be comprised of the same members as in connection with the 2024 Market Check), including the authority previously granted to the Transaction Committee in connection with the 2024 Market Check, (ii) authorized the Company to engage in further discussions and enter into a nondisclosure agreement with Party A, (iii) authorized Company management to undertake, with the assistance of representatives of Qatalyst Partners and under the guidance and oversight of the Transaction Committee, a confidential market check with respect to the potential sale of the

 

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Company, and (iv) authorized Mr. Russell to coordinate a meeting with Thoma Bravo to discuss their continued interest in the Company.

At the direction of the Transaction Committee, the Company and representatives of Qatalyst Partners subsequently contacted nine parties, consisting of eight financial sponsors (including Thoma Bravo and Party A, and with two financial sponsors collaborating together and referred to collectively herein as a single party for purposes hereunder) and one strategic party, with four of the financial sponsors having previously been contacted in the 2024 Market Check. Of such parties, seven (as well as Conga) entered into nondisclosure agreements with the Company during the period beginning on August 11, 2025 and ending on September 2, 2025, which nondisclosure agreements contained customary standstill and fallaway provisions and none of which included a “don’t ask, don’t waive” provision. The remaining two parties contacted did not enter into nondisclosure agreements.

Pursuant to the authority provided by the Board, on August 12, 2025, Mr. Russell met with a representative of Thoma Bravo, at the request of Thoma Bravo, for the purpose of establishing an open dialogue between the Board and Thoma Bravo leadership. Later that same day, at the direction of the Transaction Committee, a representative of Qatalyst Partners and a representative of Thoma Bravo discussed the Company’s process and Thoma Bravo’s interest in entering into a nondisclosure agreement and participating in such process.

On August 14, 2025, the Transaction Committee held a meeting attended by members of Company management, during which Company management reviewed the Company’s updated three-year financial planning model for 2025 through 2027 (the “Three-Year Forecast”).

Later that same day, the Board held a special meeting attended by members of Company management and DLA Piper. During the meeting, Company management reviewed with the Board the Three-Year Forecast and its underlying assumptions. Following review and discussion, the Board approved the circulation of the Three-Year Forecast to parties as part of the market check, including providing the Three-Year Forecast in an electronic data room to parties that entered into a nondisclosure agreement with the Company in connection with their review of a potential transaction with the Company. Company management and Mr. Russell also provided an update on engagement with the contacted parties, with Mr. Russell providing an update regarding his recent discussion with Thoma Bravo.

On August 15, 2025, at the direction of the Board, Company management executed a letter reinstating the Company’s engagement letter with Qatalyst Partners (whose prior engagement letter terminated following the conclusion of the 2024 Market Check) to continue acting as the Company’s financial advisor on the same terms as their prior engagement. On the same date, the Company entered into a nondisclosure agreement with Thoma Bravo.

On August 18, 2025, each party then under nondisclosure agreement was provided access to the electronic data room.

On August 18, 2025, the Company held an in-person management meeting with representatives of Party A. Following the management meeting, members of Company management joined the representatives of Party A for dinner, where they further discussed the Company’s business.

On August 19, 2025, the Transaction Committee held a special meeting attended by members of Company management and representatives of Qatalyst Partners and DLA Piper. During the meeting, Company management and representatives of Qatalyst Partners reported to the Transaction Committee on recent activities related to the market check, including the status of engagement with potential parties. The Transaction Committee discussed next steps, including in relation to timing and the process for collecting bids. Following such discussion, the Transaction Committee instructed Company management to continue engagement consistent with such recommendations and authorized Qatalyst Partners to communicate to potential parties, when

 

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requested, that such parties were permitted to engage with two to four potential debt financing sources each, and representatives of Qatalyst Partners did so following such meeting as requested.

On August 19, 2025, representatives of Conga, on behalf of Thoma Bravo and pursuant to its nondisclosure agreement, were granted access to the electronic data room.

Between August 21, 2025, and September 19, 2025, the Company provided responses to due diligence requests and engaged in management meetings and other due diligence meetings with the following parties that had entered into a nondisclosure agreement: Thoma Bravo (including its portfolio company, Conga), Party A, two additional financial sponsors and one potential strategic party (“Party B”) (all of which also received electronic data room access in connection with the execution of their applicable nondisclosure agreements). Two financial sponsors that had engaged in the 2024 Market Check did not request to participate in management meetings, but were provided access to the electronic data room upon the execution of their respective nondisclosure agreements and engaged in due diligence of the Company.

On August 26, 2025, the Company executed a nondisclosure agreement with Conga (which had previously received information as a representative of Thoma Bravo).

On August 27, 2025, Mr. Cotten met with representatives of Thoma Bravo and Conga during which meeting the parties discussed the Company’s business and ongoing due diligence.

On August 28, 2025, in response to earlier outreach regarding interest in a potential transaction with the Company, Party B indicated to representatives of Qatalyst Partners that it was interested in potentially pursuing a transaction with the Company and requested a meeting with Company management.

On August 29, 2025, one of the financial sponsors that had executed a nondisclosure agreement notified representatives of Qatalyst Partners that it was withdrawing from the market check, noting that its lack of familiarity with, and conviction in, the prospects of one of the Company’s business units would preclude it from making a proposal to acquire the entire Company.

On August 29, 2025, the Transaction Committee held a meeting attended by members of Company management and representatives of Qatalyst Partners and DLA Piper. During the meeting, representatives of Qatalyst Partners and Company management provided updates on the market check and the status of engagement with each of the potential parties, including that Party B remained interested in evaluating a potential acquisition but expressed that it may be unable to progress on a timeline consistent with other potential parties. The representative of Qatalyst Partners further updated the Transaction Committee that two financial sponsors that were contacted regarding potential interest in a transaction with the Company (one of whom had executed a nondisclosure agreement) had indicated that they were not interested in pursuing a transaction with the Company at that time. The Transaction Committee then discussed the process for soliciting bids and instructed the Company to continue to engage with Party B to explore its interest in a potential transaction and its ability to accelerate its timeline.

On September 1, 2025, the Transaction Committee held a special meeting attended by members of Company management and representatives of each of Qatalyst Partners and DLA Piper. During the meeting, representatives of Qatalyst Partners and Company management provided a status update on the market check and Qatalyst Partners discussed potential processes for soliciting bids. Following discussion, the Transaction Committee authorized the representatives of Qatalyst Partners to distribute process letters to all then-participating parties that had executed nondisclosure agreements, which letters requested written non-binding preliminary indications of interest from potential parties by 5:00 p.m. PDT on September 8, 2025.

On September 1, 2025, at the direction of the Transaction Committee, representatives of Qatalyst Partners distributed the approved process letters to all parties then under nondisclosure agreement that had indicated an interest in remaining in the process (consisting of Thoma Bravo, Party A and three other financial sponsors).

 

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On September 2, 2025, the Company executed a mutual nondisclosure agreement with Party B and provided Party B with access to the electronic data room. Given the proximity of Party B’s entry into a nondisclosure agreement with the upcoming bid deadline, representatives of Qatalyst Partners, at the direction of Company management, determined not to provide Party B with the process letter at such time but Party B was made aware of the process timing and acknowledged they would try to operate within the timeline set by the Company.

On September 4, 2025, the Company held a management meeting with Party B, following which Party B expressed additional diligence would be needed to evaluate their level of interest. While acknowledging the timeline, Party B indicated it had an internal checkpoint meeting on September 16, 2025 and requested a series of diligence meetings with Company management between September 8, 2025 and September 16, 2025, which Company management accommodated. Coming out of its internal checkpoint meeting on September 16, 2025, Party B informed representatives of Qatalyst Partners it still had additional work to complete and would not be able to make a bid on the expected timeline.

On September 8, 2025 and September 9, 2025, the Company received four nonbinding indications of interest to acquire the Company with the following indicative prices per share: (i) Thoma Bravo submitted a written indication of interest with a price per share of $22.00 per share, (ii) Party A submitted a written indication of interest with a price per share of $20.00 per share, (iii) a third financial sponsor (“Party C”) submitted a written indication of interest with a price per share range of $23.00 to $24.00 per share, and (iv) a fourth financial sponsor (“Party D”) submitted a written indication of interest with a price per share range of $23.00 to $24.00 per share (collectively, the “First Round Bids”).

Each indication of interest contemplated financing the transaction through a combination of equity and debt financing, however, unlike the other three bids, Thoma Bravo’s bid reflected an intent to provide an equity commitment letter for the full purchase price of the transaction. The fifth financial sponsor to receive the process letter verbally indicated to representatives of Qatalyst Partners that it would potentially be interested in a transaction with the Company at a price of potentially up to $20.00 per share assuming they could complete business due diligence and if that would be considered a competitive bid; however, such financial sponsor did not submit a proposal or engage with the Company in further discussions regarding a potential transaction after making such indication.

On September 9, 2025, following further discussion with such party, representatives of Qatalyst Partners, at the direction of Company management following management’s consultation with the Transaction Committee, sent Party B the process letter that it had delivered to other potential parties on September 1, 2025, at Party B’s request, so they could have the formal process timing in writing.

On September 9, 2025, a representative of Thoma Bravo contacted Mr. Russell via email to emphasize Thoma Bravo’s interest in acquiring the Company and to offer to connect Mr. Russell with another senior member of the Thoma Bravo team involved with the specific fund that would be leading the offer.

On September 10, 2025, the Board held a special meeting attended by members of Company management and representatives of each of Qatalyst Partners and DLA Piper. During the meeting, Company management and representatives of Qatalyst Partners provided an update on the market check, including a summary of engagement with potential parties and the status of the remaining potential party that had not yet submitted a bid, Party B. Representatives of Qatalyst Partners then reviewed with the Board each of the First Round Bids, including a discussion of each bidder’s financing plans, due diligence status and key contingencies to execution of definitive agreements. The representatives of Qatalyst Partners also noted to the Board that Party D had indicated that it was not prepared to move as quickly as other bidders to progress to a definitive agreement and was behind other bidders in its diligence review. Additionally, the representatives of Qatalyst Partners informed the Board that Party B had continued to express an interest in a transaction with the Company, but continued to state that it would require additional time before it would be able to submit an initial bid and that there was significant uncertainty as to whether it would submit a bid at all. During the meeting, Company management also reviewed and discussed with the Board a draft of the Company’s ten-year financial planning model for 2025

 

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through 2034, which model was provided to the Board prior to the meeting and was based on the Three-Year Forecast previously reviewed by the Board, and extended through fiscal year 2034 (the “Preliminary Ten-Year Forecast”). Following the discussion, the Board directed Qatalyst Partners to seek updated bids from each potential party, including to (i) work with Thoma Bravo and Party C to fulfill their outstanding diligence items, (ii) communicate to each of Party C and Party D that in order to be competitive, each respective bidder would need to provide a more certain proposal, including a specific price, rather than a price range, (iii) inform each of Thoma Bravo and Party A that each such party would need to materially increase its price in order to have a competitive bid, (iv) continue to engage with Party B in an effort to obtain a bid, and (v) inform all parties participating in the process that they should work to finalize due diligence to be in a position to update their bids and finalize a transaction. Mr. Russell noted that Thoma Bravo had separately reached out to request a meeting with him, and the Board authorized him to agree to such request. The Board instructed Qatalyst Partners to offer a similar meeting to Party C.

On September 11, 2025, at the direction of Company management following consultation with the Board, representatives of Qatalyst Partners made available a bid draft of a Merger Agreement to each of the parties then still in active discussions with the Company regarding a potential transaction (i.e., Thoma Bravo, Party A, Party C and Party D).

On September 16, 2025, the Company conducted (i) a diligence session with Party B, and (ii) meetings with representatives of Thoma Bravo, Conga and Thoma Bravo’s third party technology advisor, who joined via teleconference. After the meeting, representatives of each of the Company, Thoma Bravo and Conga attended a dinner together, at which the attendees further discussed the Company’s business.

On September 16, 2025, Party D notified representatives of Qatalyst Partners that it would be withdrawing from the process because it concluded that it would not be able to provide a competitive offer due to regulatory uncertainty specific to Party D.

On September 18, 2025, Party B notified the Company that while it remained interested in the Company, it was uncertain whether it would make a bid and unlikely that it would do so on the timeline consistent with the Company’s process.

On September 19, 2025, at the direction of Company management, Qatalyst Partners made available a draft of the Company’s disclosure schedules to each of the remaining three parties then still in active discussions with the Company regarding a potential transaction (i.e., Thoma Bravo, Party A and Party C).

On September 19, 2025, representatives of Qatalyst Partners, at the direction of the Company, reached out to representatives of Party A to confirm whether Party A would consider improving its previous proposal in light of the fact that other parties were advancing in the process. Party A noted to representatives of Qatalyst Partners that while Party A was not making a new bid at that time to acquire the Company, it could potentially reach up to $22.50 per share.

On September 20, 2025, Party C verbally informed representatives of Qatalyst Partners of a reduced bid price of $21.50 per share based on continued market and business due diligence, noting the need to conduct additional diligence with an expected timeline of at least one week to finalize and enter into definitive transaction documentation.

Also on September 20, 2025, shortly before a previously scheduled meeting of the Board, Thoma Bravo submitted an updated bid package to representatives of Qatalyst Partners, which included (i) a written offer of an improved bid price of $23.00 per share, (ii) revised drafts of the Merger Agreement and disclosure schedules, and (iii) a draft of an Equity Commitment Letter for Thoma Bravo’s proposed full equity backstop of the transaction. In delivering its updated bid package, Thoma Bravo noted that it had completed all diligence and that it was prepared to sign definitive documents and announce a transaction prior to market open on September 22, 2025. Thoma Bravo’s proposal further requested exclusivity with the Company through 9:29 AM EDT on Monday,

 

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September 22, 2025, and indicated that Thoma Bravo’s bid would expire if the Company did not countersign the proposal by 11:59 AM EDT on September 20, 2025.

On the same date, at the request of the Board, Qatalyst Partners delivered a customary relationship disclosure letter to the Board.

At 5:00 p.m. CDT on September 20, 2025, the Board held a special meeting attended by members of Company management and representatives of each of Qatalyst Partners and DLA Piper. During the meeting, representatives of Qatalyst Partners and Company management provided updates on the status of engagement with each of the potential parties involved in the market check, noting, in particular, that only Thoma Bravo had submitted an updated bid package and that its offered price exceeded the verbal indications from the remaining two financial sponsors (each of which had declined to provide written offers) and represented a premium of approximately 40% relative to the Company’s closing share price on September 19, 2025. The representatives of Qatalyst Partners and Company management also discussed the status of Party B’s review of a potential transaction and that it had informed the Company that it was uncertain whether it would make a bid and unlikely that it would do so on the timeline consistent with the Company’s process. Representatives of Qatalyst Partners then reviewed certain financial analyses with respect to each of the final bids. The Board also reviewed and discussed the Company’s Ten-Year Forecast (as previously reviewed with the Board on September 10, 2025) and approved the Ten-Year Forecast (the “Ten-Year Forecast”), as more fully described in the section of this proxy statement captioned “—Management Projections,” and directed Qatalyst Partners to use the Ten-Year Forecast for the purpose of its financial analyses. A representative of DLA Piper then reviewed the material terms of Thoma Bravo’s updated bid package, including an overview of key positions taken by Thoma Bravo in its comments to the draft Merger Agreement, the draft Equity Commitment Letter provided by Thoma Bravo for the full purchase price of the transaction and the increased closing certainty with such a commitment, the analysis undertaken with respect to potential regulatory approvals in connection with a potential acquisition by Thoma Bravo, Thoma Bravo’s preferred timeline and the impact of entering into exclusivity with Thoma Bravo as requested. The representative of DLA Piper also discussed with the members of the Board their fiduciary duties in connection with the potential transaction. The Board then discussed Thoma Bravo’s bid price and requested terms and, following such discussion, directed the representatives of Qatalyst Partners to request that Thoma Bravo increase its bid to $24.00 per share.

Following the special meeting and at the direction of the Board, representatives of Qatalyst Partners engaged with Thoma Bravo in follow-up discussions concerning the transaction price and the Board of Director’s request that Thoma Bravo increase its price. Following such communications, Thoma Bravo rejected the request to increase its offer to $24.00 per share but verbally conveyed to representatives of Qatalyst Partners a counteroffer of $23.25 per share and noted that such offer represented Thoma Bravo’s best and final price. Thoma Bravo subsequently delivered an updated written letter reflecting the increased price and reiterating its requirement of exclusivity to continue negotiations.

Throughout the day of September 21, 2025, DLA Piper and Thoma Bravo’s outside legal counsel, Kirkland & Ellis LLP (“Kirkland”), negotiated the Merger Agreement and other ancillary agreements, including Thoma Bravo’s Equity Commitment Letter. Throughout the negotiations of such agreements, the Company and the representatives of DLA Piper provided frequent updates to the Transaction Committee.

At 4:00 p.m. CDT on September 21, 2025, the Board held a special meeting attended by members of Company management and representatives of each of Qatalyst Partners and DLA Piper. During the meeting, Company management and representatives of each of Qatalyst Partners and DLA Piper updated the Board on the status of negotiations with Thoma Bravo, including its revised, best and final offer of $23.25 per share. Representatives of Qatalyst Partners then reviewed with the Board its financial analyses of the merger consideration payable to the Company’s stockholders in the Merger based on publicly available information and the Ten-Year Forecast (which the Board re-affirmed its approval of for use by Qatalyst Partners for purposes of Qatalyst Partners’ preparation of any opinion requested by the Board). The representatives of Qatalyst Partners then left the

 

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meeting. The representatives of DLA Piper then provided a detailed overview of the primary transaction documents, current drafts of which were distributed to the Board in advance of the meeting, and key terms of such agreements. The representatives also reviewed indicative board resolutions that could be presented to the Board for approval should the Board determine to vote to approve the proposed transaction following completion of negotiations, as well as an overview of factors that could be considered by the Board in connection with any such deliberation. Following discussion regarding next steps and related timing and process matters, the Board determined that it was unlikely that any other interested party would meet or exceed Thoma Bravo’s best and final offer of $23.25 per share based on the feedback received from the other interested parties to date, and the Board authorized the Company and its advisors to continue to advance negotiations with Thoma Bravo, to enter into Thoma Bravo’s requested exclusivity agreement and to reconvene the Board once proposed final terms and agreements were ready for consideration. Consistent with the Board’s direction, the Company entered into exclusivity with Thoma Bravo until 9:29 a.m. EDT, September 22, 2025.

Throughout the evening and overnight into the morning of September 22, 2025, the parties negotiated the transaction documents and related terms.

At 4:30 a.m. CDT on September 22, 2025, the Board held a special meeting attended by members of Company management and representatives of each of Qatalyst Partners and DLA Piper. Company management and representatives of each of Qatalyst Partners and DLA Piper provided an update to the Board on the status of negotiations, including a review and discussion, based on materials distributed in advance of the meeting, of the transaction documents in substantially final form and updates to such documents from the versions previously reviewed with the Board at its last meeting. The representatives of Qatalyst Partners then confirmed to the Board that since the prior meeting of the Board on September 21, 2025, there had been no changes to the financial information or in the financial terms of the definitive transaction documents that would alter the financial analyses previously presented by the representatives of Qatalyst Partners to the Board at such prior meeting. The representatives of Qatalyst Partners then reviewed Qatalyst Partners’ financial analyses of the merger consideration payable to the Company’s stockholders in the Merger and, at the request of the Board, rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated September 22, 2025, which is attached to this proxy statement as Annex C, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section of this proxy statement captioned “ —Opinion of the Company’s Financial Advisor.” The representatives of Qatalyst Partners then left the meeting. Following discussion, a representative from DLA Piper reviewed the proposed resolutions of the Board, in the form distributed in advance of the meeting (and in substantially the same form as reviewed with the Board the preceding day), including the items to be approved thereby and factors for consideration by the Board in connection therewith, and following discussion and consideration of the Merger Agreement and the transactions (including the factors described in the section titled “—Recommendation of the Board and Reasons for the Merger”), the Board unanimously (i) determined that the Merger Agreement and the transactions, including the Merger, were fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) recommended the adoption of the Merger Agreement by the stockholders of the Company.

 

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Following the meeting and prior to the opening of trading on September 22, 2025, the Company, Parent and Merger Sub executed the Merger Agreement and issued a press release announcing the transaction.

Recommendation of the Board and Reasons for the Merger

Recommendation of the Board

The Board recommends that you vote “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board consulted with the Company’s senior management, as well as representatives of its financial advisor and outside legal counsel. In the course of making its determination (i) that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) to approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) to authorize and approve the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) to recommend the adoption of the Merger Agreement by the stockholders of the Company, the Board considered numerous factors, including the following non-exhaustive list of material factors and benefits of the Merger, each of which the Board believed supported its determination and recommendation:

Merger Consideration. The Board considered:

 

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the current and historical market prices of the Common Stock, including the performance of the Common Stock relative to other participants in the Company’s industry;

 

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the fact that the Merger Consideration represented premium values for the Company’s stockholders of approximately 41.7% over the closing share price of the Common Stock on September 19, 2025, the last trading day before the announcement of the Merger Agreement, and approximately 53.2% over the volume weighted average share price of the Common Stock for the 30-day period ending on the same date; and

 

•

the trading history of the Company and the offer price relative to such history.

Business and Financial Condition. The Board considered the Company’s business, financial performance and condition and future prospects and the risks and uncertainties attendant thereto.

Risks and Uncertainties. The Board considered, among other factors, that the Company’s business and its stockholders would continue to be subject to significant risks and uncertainties if the Company remained an independent public company, including:

 

•

risks and uncertainties related to the Company’s business, financial performance and condition and future prospects, including economic uncertainties, unfavorable conditions in the Company’s industry, continued scrutiny of algorithmic pricing and revenue optimization solutions and related negative impacts on customers’ buying behavior, the perceived risks of artificial intelligence on businesses such as the Company’s, current and future geopolitical uncertainty and other unfavorable conditions in the global economy and the industries the Company serves (including as a result of the impact of tariffs on the Company’s customers and global business);

 

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the current industry, economic and market conditions and trends in the markets in which the Company competes, including on-going changes in such markets and the risks and uncertainties attendant thereto, the impact of an evolving market and operating in a highly competitive and fragmented industry and other financial market forces;

 

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•

the other risks and trends set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in the Company’s subsequent filings with the Securities and Exchange Commission; and

 

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ongoing costs and expenses of remaining a public company.

Board Independence. The Board considered the fact that the Board, which is comprised entirely of independent directors (except for Mr. Cotten), approved the transactions contemplated by the Merger Agreement following extensive discussions with the Company’s management team, financial advisor and outside legal counsel. Additionally, all of the directors on the Board were disinterested and were actively involved throughout the sale transaction process.

Strategic Alternatives. The Board considered:

 

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the results of the Company’s prior sale processes and discussions and its process of exploring, analyzing and evaluating its strategic alternatives, including remaining as an independent public company and pursuing the Company’s long-term business plan;

 

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that, in connection with the 2024 Market Check, (i) at the direction of the Board, representatives of Qatalyst Partners contacted 12 parties (with two financial sponsors collaborating together and referred to collectively herein as a single party for purposes hereunder); (ii) the Company ultimately entered into nondisclosure agreements with eight such parties (as well as an additional five select portfolio companies of such parties); (iii) the Company ultimately received non-binding indicative offers from five parties, including the February 2025 proposal from Thoma Bravo, and four other proposals to acquire only a particular business line of the Company; (iv) after additional discussions with, and diligence conducted by, such parties, as of late February 2025, only one such party, Thoma Bravo, continued to express an interest in pursuing a transaction with the Company; and (v) on February 27, 2025, Thoma Bravo notified Qatalyst Partners that it was withdrawing its bid;

 

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that, in connection with the Company’s sale process in the late-summer and fall of 2025, the Company and Qatalyst Partners coordinated outreach to nine parties and that the Company ultimately entered into seven nondisclosure agreements with such parties (as well as a standalone nondisclosure agreement with Conga);

 

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that of the six parties that received a process letter from Qatalyst Partners and engaged in discussion in the summer and fall of 2025 regarding a potential acquisition of the Company, that Thoma Bravo’s bid package contained the highest price per share offer to acquire the Company and included specific instruction from Thoma Bravo that such bid package was Thoma Bravo’s best and final offer, and that the Company would risk losing the opportunity with Parent in the event the Company sought to pursue discussions with additional third parties prior to entry into the Merger Agreement;

 

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the Board’s belief that the Merger Consideration of $23.25 per share represents the highest price reasonably obtainable;

 

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the belief of the Board that, after negotiations with Parent and its representatives, $23.25 per share was the highest price that Parent was willing to pay as of the date of execution of the Merger Agreement and that the terms of the Merger Agreement include the most favorable terms to the Company, in the aggregate, to which Parent would be willing to agree;

 

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the enhancements that the Company and its advisors were able to obtain as a result of negotiations with Parent, including the increase in the valuation offered by Parent from the time of its initial offer to the final agreement, changes in the terms and conditions of the Merger Agreement that were favorable to the Company, and the inclusion of provisions in the Merger Agreement that the Board believed enhanced closing certainty and increased the likelihood of completing the Merger;

 

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the fact that the terms of the Merger Agreement were the result of robust arm’s-length negotiations conducted by the Company, with the knowledge and at the direction of the Board, and with the assistance of independent financial advisors and outside legal counsel; and

 

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•

alternative means of creating stockholder value and pursuing the Company’s strategic goals (including pursuing the Company’s long-term business plan as an independent company) and the risks and uncertainties attendant thereto.

Fairness Opinion of the Company’s Financial Advisor. The Board considered the oral opinion of Qatalyst Partners, subsequently confirmed in writing, which written opinion is attached to this proxy statement as Annex C, rendered to the Board, that as of September 22, 2025, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section of this proxy statement captioned “—Opinion of the Company’s Financial Advisor.”

Certainty of Consideration. The Board considered that the all-cash nature of the consideration to be paid in the Merger allows Company stockholders to realize immediate and certain premium cash value and liquidity, while avoiding the significant future risks and uncertainties for the Company and the markets generally.

Management Projections. The Board considered forecasts for the Company prepared by Company management, which reflect an application of various assumptions of the Company’s senior management. The Board considered the inherent uncertainty of attaining management’s forecasts, including those set forth in “—Management Projections,” and that due to such uncertainty the Company’s actual financial results in future periods could differ materially from management’s forecasted results.

Likelihood of Completion; Certainty of Payment. The Board considered its belief that, absent a superior proposal, the Merger represented a transaction that would likely be consummated based on, among other factors:

 

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the all-cash nature of the consideration and the fact that all Company stockholders would receive the same consideration;

 

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the absence of any financing condition to the consummation of the Merger and Parent’s delivery of the Equity Commitment Letter for the full purchase price;

 

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the fact that the Merger Agreement requires Parent to use its reasonable best efforts to obtain applicable regulatory approvals to consummate the Merger as further described below under the heading “The Merger Agreement—Efforts to Complete the Merger; Regulatory Approvals;”

 

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the exceptions contained within the “Company Material Adverse Effect” definition, which generally defines the standard for closing risk;

 

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the fact that the conditions to the closing of the Merger are specific and limited in scope; and

 

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the Company’s ability to request that the Delaware Court of Chancery (or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any federal court located in the County of New Castle, Delaware) specifically enforce the Merger Agreement, including the consummation of the Merger, under certain circumstances described in “The Merger Agreement—Specific Performance.”

Other Terms of the Merger Agreement. The Board considered other terms of the Merger Agreement, which are more fully described below under the heading “The Merger Agreement.” Certain provisions of the Merger Agreement that the Board considered significant include:

 

•

Ability to Respond to Unsolicited Acquisition Proposals. Prior to the adoption of the Merger Agreement by our stockholders, the Company may provide information to, and engage or participate in negotiations or discussions with, a person regarding an unsolicited acquisition proposal (as more fully described below under the headings “The Merger Agreement—No Solicitation or Negotiation of Takeover Proposals”) if the Board determines in good faith after consultation with its financial advisor

 

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and outside legal counsel that such proposal is a superior proposal or is reasonably likely to lead to a superior proposal and to not do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, subject to certain notice requirements in favor of Parent and the entry into an acceptable confidentiality agreement with the unsolicited bidder;

 

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Change in Recommendation in Response to a Superior Proposal. The ability of the Company to terminate the Merger Agreement in order to accept a superior proposal, subject to Parent’s ability to match such superior proposal and subject to paying Parent a termination fee of approximately $39.6 million and the other conditions of the Merger Agreement (as more fully described below under the heading “The Merger Agreement—Termination Fees and Expenses”);

 

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Company Termination Fee. The fact that the termination fee described above is approximately 3.25% of the purchase price of the Company, which amount the Board believed was reasonable in light of, among other things, the typical size of such termination fees in similar transactions, the benefits of the Merger to the Company’s stockholders, the likelihood that a fee of such size would not be preclusive of other offers and that the Company had concluded a process to explore strategic alternatives prior to entering into the Merger Agreement;

 

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Timing to Completion. The anticipated timing of the consummation for the Merger and the Board’s conclusion that the Merger was capable of being completed in a reasonable timeframe and in an orderly manner, reducing the period during which the Company’s business would be subject to the potential uncertainty of closing.

 

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Termination Date. The fact that the Termination Date under the Merger Agreement on which either party, subject to certain exceptions, can terminate the Merger Agreement allows for sufficient time to consummate the Merger, while minimizing the length of time during which the Company would be required to operate subject to the restrictions on interim operations set forth in the Merger Agreement;

 

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Appraisal Rights. The availability of statutory appraisal rights under the DGCL in connection with the Merger; and

 

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Operating Flexibility. The fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course during the pendency of the Merger.

Financing-Related Terms. The Board considered:

 

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Parent’s and Merger Sub’s representations and covenants contained in the Merger Agreement relating to the Equity Commitment Letter from an investment fund affiliated with Thoma Bravo (and the terms and conditions thereof) pursuant to which such investment fund agreed to provide a full equity backstop for the purchase price. Further, the Board considered that under specified circumstances, the Merger Agreement permits the Company to seek specific performance against Parent and Merger Sub; and

 

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The commitment by an investment fund affiliated with Thoma Bravo to pay, in the event the Company terminates the Merger Agreement in specified circumstances, any monetary damages that Parent and/or Merger Sub may be required to pay to the Company by a final, non-appealable order of a court of competent jurisdiction in connection with the transactions contemplated by the Merger Agreement, subject to a cap of $97,500,000 and other limitations set forth in the Equity Commitment Letter.

Business Reputation of Thoma Bravo. The belief of the Board that the business reputation and financial resources of Thoma Bravo were factors that supported the conclusion that a transaction with Parent (which is an affiliate of Thoma Bravo) could be completed quickly and in an orderly manner and had a substantial likelihood of being consummated successfully.

 

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The Board also considered, and balanced against the potentially positive factors, a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

 

•

No Participation in the Company’s Future. The Board considered that if the Merger is consummated, Company stockholders will receive the Merger Consideration in cash and will no longer have the opportunity to participate in any future earnings or growth of the Company or benefit from any potential future appreciation in the value of Company shares, including any value that could be achieved if the Company engages in future strategic or other transactions;

 

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Non-Solicitation Covenant. The Board considered that the Merger Agreement imposes restrictions on the Company’s solicitation of acquisition proposals from third parties. However, based upon the process to review strategic alternatives described above in “—Background of the Merger,” and the fact that the most likely potential acquirers of the Company were contacted during such process, the Board believed it had a strong basis for determining that the Merger was the best transaction reasonably likely to be available to the Company;

 

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Expense Reimbursement and Termination Fees. The Board considered the fact that the Company must pay Parent a termination fee of approximately $39.6 million if the Merger Agreement is terminated under certain circumstances, including to accept a superior proposal, and that the amount of the termination fee is comparable to termination fees in transactions of a similar size, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction;

 

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Interim Operating Covenants. The Board considered that the Merger Agreement imposes restrictions on the conduct of the Company’s business prior to the consummation of the Merger, requiring the Company and its subsidiaries to use commercially reasonable efforts to (i) ensure that the Company and its subsidiaries conduct its and their respective businesses in the ordinary course consistent with past practice in all material respects; and (ii) preserve intact its and their respective current business organizations, keep available the services of its and their respective key employees and maintain its and their respective relations and goodwill with Persons having material business relationships with the Company or its subsidiaries;

 

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Risks the Merger May Not Be Completed. The Board considered the risk that the conditions to the Merger may not be satisfied and that, therefore, the Merger would not be consummated. The Board also considered the risks and costs to the Company if the Merger is not consummated, including the diversion of management and employee attention, potential employee attrition, the potential effect on the Company’s business operations, including its relationships with vendors, distributors, customers, partners and others that do business with the Company, and the potential effect on the trading price of Company shares;

 

•

Potential Conflicts of Interest. The Board considered that the Company’s executive officers and directors have financial interests in the transactions contemplated by the Merger Agreement, including the Merger, that may be different from or in addition to those of other stockholders, as more fully described under the heading “—Interests of Directors and Executive Officers in the Merger;”

 

•

Tax Treatment. The Board considered that any gains arising from the receipt of the Merger Consideration will generally be taxable to stockholders of the Company; and

 

•

Impact on Stakeholders. The Board considered the potential impact of the Merger on employees, customers, partners and communities, to the extent they may have an impact on the Company, and the risks of not closing in a timely manner (including, but not limited to, costs, attrition and disruption of the Company’s workforce).

The foregoing discussion is not meant to be exhaustive, but summarizes material factors considered by the Board in its consideration of the Merger. After considering these and other factors, the Board concluded that the

 

44

potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board and the complexity of these factors, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have assigned different weights to different factors. Upon due consideration of these and other factors, the Board believed that, overall, the potential benefits of the Merger to the Company’s stockholders outweighed the risks and uncertainties of the Merger and adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that the Company’s stockholders adopt the Merger Agreement and approve the Merger based upon the totality of the information presented to and considered by the Board. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 22.

Opinion of the Company’s Financial Advisor

The Company retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders. The Company selected Qatalyst Partners to act as the Company’s financial advisor based on Qatalyst Partners’ long-standing relationship with the Company as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of the Company and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board on September 22, 2025, Qatalyst Partners rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated September 22, 2025, to the Board following the meeting of the Board.

The full text of Qatalyst Partners’ written opinion, dated September 22, 2025, is attached hereto as Annex C and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Holders of shares of Common Stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders, and it does not address any other aspect of the merger. It does not constitute a recommendation as to how stockholders of the Company should vote with respect to the Merger or any other matter and does not in any manner address the price at which Common Stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex C.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement dated September 22, 2025, certain related documents and certain publicly available financial statements and other business and financial information of the Company. Qatalyst Partners also reviewed certain forward-looking information relating to the Company prepared by the management of the Company, including financial projections and operating data of the Company (the “Management Projections”), described in the section entitled “The Merger – Management Projections.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition

 

45

and the prospects of the Company with senior management of the Company, and participated in and advised the Company on, certain of the negotiations relating to the Merger. Qatalyst Partners also reviewed the historical market prices and trading activity for Common Stock and compared the financial performance of the Company and the prices and trading activity of Common Stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by the Company. With respect to the Management Projections, Qatalyst Partners was advised by the management of the Company, and Qatalyst Partners assumed based on discussions with the management of the Company and the Board, that the Management Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company and other matters covered thereby. Qatalyst Partners expressed no view as to the Management Projections or the assumptions on which they were based. Qatalyst Partners assumed that the terms of the draft Merger Agreement reviewed by Qatalyst Partners would not differ materially from the final executed Merger Agreement, and that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay and with no adjustment to the merger consideration payable in the Merger. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on the Company or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company or its affiliates nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of the Company as to the existing and future technology and products of the Company and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of the Company to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company. Qatalyst Partners has not been asked to, nor does Qatalyst Partners express any view on, and Qatalyst Partners’ opinion does not address, any other term or aspect of the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, including, without limitation, the structure or form of the Merger, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Merger or any of the other transactions contemplated by the Merger Agreement, including, without limitation, the fairness of the Merger or any other term or aspect of the Merger or any of the other transactions contemplated by the Merger Agreement to, or any consideration to be received in connection therewith by, or the impact of the Merger or any of the other transactions contemplated by the Merger Agreement on, the holders (other than the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates)) of any class of securities, creditors or other constituencies of the Company or any other party. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement, and Qatalyst Partners expresses no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of the Company or any of its affiliates, or any class of such persons, relative to such consideration.

 

46

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated September 22, 2025. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Management Projections, described in the section entitled “The Merger – Management Projections”, and third-party research analyst consensus estimates as of September 19, 2025 (which are referred to as the “Analyst Estimates”), the last trading day before the Merger Agreement was signed. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Common Stock as of June 30, 2025 (which was the end of the Company’s most recently completed fiscal quarter and the most recent publicly available balance sheet date as of the date of Qatalyst Partners’ opinion), using mid-period convention, by:

 

•

adding:

 

(a)

the implied net present value of the estimated future unlevered free cash flows (which are referred to as the “UFCF”) of the Company based on the Management Projections for the second half of fiscal year 2025 through fiscal year 2034 (which implied present value was calculated using a range of discount rates of 9.25% to 13.5%, based on an estimated weighted average cost of capital for the Company);

 

(b)

the implied net present value of a corresponding terminal value of the Company, calculated by applying to the Company’s estimated UFCF in fiscal year 2034, based on the Management Projections, a perpetuity growth rate range of 2.5% to 3.5% (which was chosen based on Qatalyst Partners’ professional judgment and experience), and discounted to present value using the same range of discount rates used in item (a) above;

 

(c)

the cash and cash equivalents of the Company as of June 30, 2025, as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025;

 

(d)

the implied net present value of estimated federal tax savings due to the Company’s net operating losses for the fiscal years 2034 and beyond, as provided by management of the Company, discounted to present value using the same range of discount rates used in item (a) above;

 

•

subtracting debt of the Company as of June 30, 2025, consisting of the face value of the Company’s outstanding convertible senior notes due 2027 and 2030, as provided by management of the Company; and

 

•

dividing the resulting amount by the number of fully diluted shares of Common Stock outstanding (calculated using the treasury stock method), taking into account the restricted stock units, market stock units and assuming net share settlement of the in-the-money convertible notes, as of September 19, 2025, all as provided by management of the Company, with each of the above-referenced estimated future UFCFs, terminal value and federal tax savings due to the Company’s net operating losses for the fiscal years 2034 and beyond having also been adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (which totaled approximately 36% in the case of the terminal year) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, in each case, based on estimates of future dilution provided by management of the Company.

 

47

Based on the calculations set forth above, this analysis implied a range of values for shares of Common Stock of approximately $18.04 to $33.64 per share.

Selected Publicly Traded Companies Analysis

Qatalyst Partners reviewed and compared selected financial information and public market multiples for the Company with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to the Company, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of September 19, 2025 and using the closing prices as of September 19, 2025 for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by the estimated consensus revenue for calendar year 2026 (which are referred to as the “CY2026E Revenue Multiples”), for each of the selected companies, as well as the fully diluted equity value divided by the estimated consensus levered free cash flow for calendar year 2026 (which we refer to as the “CY2026E LFCF Multiples”), for each of the selected companies, as shown below:

 

Selected Subscription Companies		CY2026E Revenue Multiple				CY2026E LFCF Multiple
BlackLine, Inc.			4.7x				17.7x
Amplitude, Inc.			4.3x				-
EverCommerce Inc.			4.2x				18.0x
Blackbaud, Inc.			3.8x				13.1x
Freshworks Inc.			3.4x				16.7x
BILL Holdings, Inc.			3.1x				16.3x
UiPath, Inc.			3.0x				15.9x
PagerDuty, Inc.			2.9x				12.9x
Five9, Inc.			1.9x				13.8x
Sprinklr, Inc.			1.9x				15.8x
RingCentral, Inc.			1.7x				5.4x
Commerce.com, Inc.			1.3x				12.8x
Selected Mature Software Companies		CY2026E Revenue Multiple				CY2026E LFCF Multiple
Workday, Inc.			5.6x				20.4x
Docusign, Inc.			5.4x				17.8x
Salesforce, Inc.			5.1x				15.9x
Box, Inc.			4.5x				14.9x
Dropbox, Inc.			4.4x				11.7x
ZoomInfo Technologies Inc.			4.2x				9.3x
Zoom Communications, Inc.			3.7x				15.0x
TeamViewer SE			2.8x				5.3x
Selected Travel Software Companies		CY2026E Revenue Multiple				CY2026E LFCF Multiple
Amadeus IT Group, S.A.			4.6x				21.6x
Sabre Corporation			1.6x				22.1x

Note: “-” means non-meaningful. Multiples greater than 50.0x or negative are considered non-meaningful.

Based on an analysis of the CY2026E Revenue Multiples for the selected companies and the application of its professional judgement, Qatalyst Partners selected a representative multiple range of 2.0x to 4.0x. Qatalyst Partners then applied this range to the Company’s estimated revenue for fiscal year 2026, based on the

 

48

Management Projections and the Analyst Estimates. Based on the fully diluted shares of Common Stock outstanding as of September 19, 2025 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by management of the Company, this analysis implied (a) a range of values for Common Stock of approximately $12.80 to $28.02 per share based on the Management Projections and (b) a range of values for Common Stock of approximately $12.70 to $27.83 per share based on the Analyst Estimates.

Based on an analysis of the CY2026E LFCF Multiples for the selected companies and the application of its professional judgement, Qatalyst Partners selected a representative multiple range of 12.0x to 18.0x. Qatalyst Partners then applied this range to the Company’s estimated levered free cash flow for fiscal year 2026, based on each of the Management Projections and the Analyst Estimates. Based on the fully diluted shares of Common Stock outstanding as of September 19, 2025 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by management of the Company, this analysis implied (a) a range of values for Common Stock of approximately $19.22 to $28.83 per share based on the Management Projections and (b) a range of values for Common Stock of approximately $12.97 to $19.46 per share based on the Analyst Estimates.

No company included in the selected companies analysis is identical to the Company. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of the Company, such as the impact of competition on the Company’s business or the industry in general, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared fifty-six selected public company transactions, including transactions involving companies participating in similar lines of business to the Company or with similar business models, similar financial performance or other relevant or similar characteristics.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ revenue of the target company (which are referred to as the “NTM Revenue Multiples”), (b) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ EBITDA of the target company (which are referred to as the “NTM EBITDA Multiples”), and (c) the implied fully diluted equity value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ levered free cash flow of the target company (which are referred to as the “NTM LFCF Multiples”).

 

Announcement Date

Target

Acquiror

NTM Revenue Multiple

NTM EBITDA Multiple

NTM LFCF Multiple

08/25/25

Verint Systems Inc.

Thoma Bravo, L.P.

2.0x

7.2x

9.0x

08/21/25

Dayforce, Inc.

Thoma Bravo, L.P.

6.0x

18.4x

39.0x

08/11/25

MeridianLink, Inc.

Centerbridge Partners, L.P.

6.0x

15.0x

24.4x

06/20/25

Couchbase, Inc.

Haveli Investment Management LLC

5.8x

-

-

05/27/25

Informatica Inc.

Salesforce, Inc.

5.1x

15.1x

18.1x

05/25/25

E2open Parent Holdings Inc.

WiseTech Global Ltd.

3.5x

10.3x

14.1x

02/07/25

SolarWinds Corp

Turn/River Management, L.P.

5.5x

11.7x

15.7x

 

49

Announcement Date

Target

Acquiror

NTM Revenue Multiple

NTM EBITDA Multiple

NTM LFCF Multiple

01/07/25

Paycor HM, Inc.

Paychex, Inc.

5.5x

16.1x

-

10/17/24

Zuora, Inc.

Silver Lake Technology Management, L.L.C.

3.2x

14.0x

18.4x

07/25/24

lnstructure Holdings, Inc.

Kohlberg Kravis Roberts & Co. L.P.

6.9x

16.9x

20.1x

06/07/24

PowerSchool Holdings, Inc.

Bain Capital, L.P.

7.2x

21.0x

28.2x

06/05/24

WalkMe Ltd.

SAP SE

4.0x

-

-

04/24/24

HashiCorp, Inc.

International Business Machines Corporation

9.9x

-

-

04/08/24

Model N, Inc.

Vista Equity Partners Management, LLC

4.8x

24.5x

25.8x

03/01/24

Everbridge, Inc.

Thoma Bravo, L.P.

3.9x

17.5x

22.9x

12/18/23

Alteryx, Inc.

Clearlake Capital Group, L.P.

4.2x

27.2x

-

09/21/23

Splunk Inc.

Cisco Systems, Inc.

7.1x

30.9x

29.3x

09/06/23

NextGen Healthcare, Inc.

Thoma Bravo, L.P.

2.4x

19.2x

28.8x

08/09/23

Avid Technology, Inc.

STG Partners, LLC

3.0x

13.8x

22.3x

07/31/23

New Relic, Inc.

Francisco Partners Management, L.P. and TPG Capital Management, L.P.

5.8x

30.4x

48.1x

05/04/23

Software AG

Silver Lake Technology Management, L.L.C.

2.6x

14.4x

37.5x

03/13/23

Qualtrics International Inc.

Silver Lake & CPPIB and CPP Investment Board (USRE V) Inc.

7.1x

-

-

03/13/23

Momentive Global Inc.

STG Partners, LLC

3.0x

16.0x

17.0x

01/09/23

Duck Creek Technologies, Inc.

Vista Equity Partners Management, LLC

7.0x

-

-

08/03/22

Ping Identity Holding Corp.

Thoma Bravo, L.P.

8.0x

-

-

05/26/22

VMware, Inc.

Broadcom Inc.

5.1x

15.1x

16.6x

05/04/22

Black Knight, Inc.

Intercontinental Exchange, Inc.

9.7x

19.7x

28.2x

04/07/22

CDK Global, Inc.

Brookfield Asset Management Inc

4.5x

12.0x

21.7x

01/31/22

Citrix Systems, Inc.

Vista Equity Partners and Evergreen Coast Capital Corporation

5.1x

16.0x

17.9x

12/20/21

Cerner Corporation

Oracle Corporation

4.8x

14.1x

23.9x

12/07/21

Mimecast Ltd.

Permira Holdings Limited

8.8x

32.1x

40.6x

08/19/21

Inovalon Holdings, Inc.

Nordic Capital

8.8x

25.0x

41.5x

08/05/21

Cornerstone OnDemand, Inc.

Clearlake Capital Group, L.P.

5.9x

18.8x

18.4x

06/28/21

QAD Inc.

Thoma Bravo, L.P.

5.3x

-

-

06/01/21

Cloudera, Inc.

Clayton, Dubilier & Rice, LLC and Kohlberg Kravis Roberts & Co. L.P.

5.2x

30.4x

41.9x

04/26/21

Proofpoint, Inc.

Thoma Bravo, L.P.

9.4x

-

-

 

50

Announcement Date

Target

Acquiror

NTM Revenue Multiple

NTM EBITDA Multiple

NTM LFCF Multiple

03/10/21

Talend S.A.

Thoma Bravo, L.P.

7.4x

-

-

12/21/20

RealPage, Inc.

Thoma Bravo, L.P.

8.2x

28.9x

37.8x

10/14/19

Sophos Ltd.

Thoma Bravo, L.P.

5.0x

30.8x

37.2x

08/22/19

Pivotal Software, Inc.

VMware, Inc.

3.4x

-

-

08/22/19

Carbon Black, Inc.

VMware, Inc.

8.0x

-

-

02/12/19

Ellie Mae Inc.

Thoma Bravo, L.P.

6.8x

31.0x

-

12/23/18

MYOB Group Limited

Kohlberg Kravis Roberts & Co. L.P.

4.9x

12.1x

27.5x

11/11/18

Athenahealth, Inc.

Veritas Capital Fund Management, L.L.C.

3.9x

13.8x

34.0x

10/10/18

Imperva, Inc.

Thoma Bravo, L.P.

5.1x

45.1x

32.2x

07/11/18

CA, Inc.

Broadcom Inc.

4.3x

11.2x

17.3x

03/06/18

CommerceHub, Inc.

GTCR LLC and Sycamore Partners Management, L.P.

8.6x

20.5x

26.8x

11/27/17

Barracuda Networks, Inc.

Thoma Bravo, L.P.

3.6x

18.8x

21.5x

11/20/16

LifeLock, Inc.

Symantec Corporation

3.3x

24.0x

20.0x

09/19/16

Infoblox Inc.

Vista Equity Partners Management, LLC

3.6x

20.0x

20.7x

08/31/16

Interactive Intelligence Group, Inc.

Genesys Telecommunications Laboratories, Inc.

3.2x

39.0x

-

07/07/16

AVG Technologies N.V.

Avast Holding B.V.

3.2x

9.0x

13.2x

11/02/15

Constant Contact, Inc.

Endurance International Group Holdings, Inc.

2.3x

11.3x

24.2x

09/13/15

Solera Holdings, Inc.

Vista Equity Partners Management, LLC

5.2x

13.4x

20.4x

04/07/15

Informatica Inc.

Permira Funds and Canada Pension Plan Investment Board

4.3x

18.1x

22.1x

02/02/15

Advent Software, Inc.

SS&C Technologies Holdings, Inc.

6.4x

18.0x

24.1x

Note: “-” means non-meaningful. Multiples greater than 50.0x or negative are considered non-meaningful.

Based on an analysis of the NTM Revenue Multiples for the selected transactions and the application of its professional judgement, Qatalyst Partners selected a representative multiple range of 2.0x to 5.5x, then applied this range to the Company’s estimated next-twelve months’ revenue (calculated as the 12-month period ending June 30, 2026) based on the Analyst Estimates. Based on the fully diluted shares of Common Stock outstanding as of September 19, 2025 (calculated utilizing the same methodology as used in the above discounted cash flow analysis, with the exception of assuming cash settlement of the in-the-money convertible notes with an assumed make whole adjustment, as applicable, and cash settlement of the capped calls related to the convertible notes based on a Black-Scholes option calculation model), as provided by management of the Company, this analysis implied a range of values for Common Stock of approximately $12.41 to $34.68 per share.

Based on an analysis of the NTM EBITDA Multiples for the selected transactions and the application of its professional judgement, Qatalyst Partners selected a representative multiple range of 14.0x to 28.0x, then applied this range to the Company’s estimated next-twelve-months’ EBITDA (calculated as the 12-month period ending June 30, 2026) based on the Analyst Estimates. Based on the fully diluted shares of Common Stock outstanding

 

51

as of September 19, 2025 (calculated utilizing the same methodology as used in the immediately preceding paragraph), as provided by management of the Company, this analysis implied a range of values for Common Stock of approximately $11.58 to $24.06 per share.

Based on an analysis of the NTM LFCF Multiples for the selected transactions and the application of its professional judgement, Qatalyst Partners selected a representative multiple range of 18.0x to 28.0x, then applied this range to the Company’s estimated next-twelve-months’ leveraged free cash flow (calculated as the 12-month period ending June 30, 2026) based on the Analyst Estimates. Based on the fully diluted shares of Common Stock outstanding as of September 19, 2025 (calculated utilizing the same methodology as used in the immediately preceding paragraph), as provided by management of the Company, this analysis implied a range of values for Common Stock of approximately $16.56 to $25.40 per share.

No company or transaction utilized in the selected transactions analysis is identical to the Company or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s control, such as the impact of competition on the Company’s business or the industry generally, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Miscellaneous

In connection with the review of the Merger by the Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of the Company. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement. These analyses do not purport to be appraisals or to reflect the price at which Common Stock might actually trade or otherwise be transferable at any time.

Qatalyst Partners’ opinion and its presentation to the Board were one of many factors considered by the Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board with respect to the merger consideration of $23.25 per share to be received by the holders of shares of Common Stock (other than Parent, Merger Sub or any of their respective

 

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affiliates) pursuant to, and in accordance with, the terms of the Merger Agreement or of whether the Board would have been willing to agree to different consideration. The merger consideration payable in the Merger was determined through arm’s-length negotiations between the Company and Parent, and was approved by the Board. Qatalyst Partners provided advice to the Company during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to the Company or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions and may trade or otherwise effect transactions in debt or equity securities or loans of the Company, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates, on the one hand, and the Company or Parent or their respective affiliates, on the other hand, pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that Qatalyst Partners has provided financial advisory services to Adenza Group, Inc., a then-majority-owned portfolio company of Thoma Bravo, an affiliate of Parent, and received approximately $55 million in connection with such services. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to the Company or Parent and their respective affiliates for which it would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided the Company with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $30 million, $4.0 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the Closing. The Company has also agreed to reimburse Qatalyst Partners for certain expenses incurred in performing its services. The Company has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Management Projections

Except for financial outlooks with respect to the current fiscal quarter and year issued in connection with the Company’s ordinary course earnings announcements, the Company does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying assumptions, estimates and projections, especially over the longer-term periods.

In August 2025, in connection with the evaluation of a potential sale transaction and the other strategic alternatives being considered by the Board, the Company’s management prepared certain non-public, unaudited prospective financial information, on a standalone basis without giving effect to the Merger, for fiscal year 2025 through fiscal year 2027 (the “Three-Year Forecast”). On August 14, 2025, the Three-Year Forecast was approved by the Board for use in connection with its evaluation of a potential sale transaction and was subsequently made available in an electronic data room to parties that expressed interest in pursuing a possible transaction with the Company and that had entered into a non-disclosure agreement with the Company, including Thoma Bravo. Later in September 2025, at the direction of the Transaction Committee, the Company’s management extended the Three-Year Forecast to include extrapolations through fiscal year 2034 (the “Ten-Year Forecast” and, together with the Three-Year Forecast, the “Unaudited Prospective Financial Information”) which the Board approved in connection with its consideration and evaluation of the Merger and directed Qatalyst Partners to use for the purposes of its financial analyses (such financial analyses as described in the sections of this proxy statement entitled “—Opinion of the Company’s Financial Advisor” beginning on page 45 and “—Background of the Merger” beginning on page 30).

 

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The Unaudited Prospective Financial Information included in this proxy statement is subjective in many respects. The Unaudited Prospective Financial Information was not prepared with a view toward public disclosure or toward compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Unaudited Prospective Financial Information does not take into account any circumstances or events occurring after the date it was prepared, including the Merger. The Unaudited Prospective Financial Information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on this information. Although this summary of the Unaudited Prospective Financial Information is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Unaudited Prospective Financial Information was prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain, and many are beyond the control of the Company’s management. Because the Unaudited Prospective Financial Information covers multiple years, by its nature, it becomes subject to greater uncertainty with each successive year. The Unaudited Prospective Financial Information reflects numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As a result, the Unaudited Prospective Financial Information may not be realized and actual results may be significantly higher or lower than projected. The Unaudited Prospective Financial Information is subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

The Unaudited Prospective Financial Information constitutes forward-looking information and is subject to risks and uncertainties, including the various risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the other reports filed by the Company with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this proxy statement. The Unaudited Prospective Financial Information as mentioned above has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Unaudited Prospective Financial Information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Unaudited Prospective Financial Information and should not be read to do so.

The inclusion of this information should not be regarded as an indication that the Board, the Company’s management, Qatalyst Partners, Thoma Bravo, Thoma Bravo’s representatives and affiliates or any other recipient of this information considered, or now considers, the Unaudited Prospective Financial Information to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, the Company does not intend, and expressly disclaims any responsibility to update or otherwise revise, the Unaudited Prospective Financial Information to reflect circumstances existing after the date as of which such information was prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying such information is shown to be in error.

The summary of the Unaudited Prospective Financial Information is included in this proxy statement only because (i) the Unaudited Prospective Financial Information was made available to (A) the Board in connection with its consideration of the Merger and other strategic alternatives available to the Company, including remaining an independent public company (as described in the section of this proxy statement entitled “—Background of the Merger” beginning on page 30 and “—Recommendation of the Board and Reasons for the

 

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Merger” beginning on page 40), and (B) to representatives of Qatalyst Partners by the Company, with approval and at the direction of the Board, for use by representatives of Qatalyst Partners in connection with its financial analyses and opinion (as described in the sections of this proxy statement entitled “—Opinion of the Company’s Financial Advisor” beginning on page 45) and (ii) a portion of the Three-Year Forecast was made available in an electronic data room to parties that expressed interest in pursuing a possible transaction with the Company and that had entered into a non-disclosure agreement with the Company in connection with a strategic transaction, including Thoma Bravo (as described in the section of this proxy statement entitled “— Background of the Merger” beginning on page 30).

The following table is a summary of the Unaudited Prospective Financial Information:

 

		Unaudited Prospective Financial Information
		2025E				2026E				2027E				2028E				2029E				2030E				2031E				2032E				2033E				2034E
		(amount in millions)
Revenue		$	362			$	402			$	460			$	525			$	596			$	673			$	754			$	837			$	921			$	1,003
Adjusted EBITDA(1)		$	44			$	68			$	102			$	116			$	131			$	148			$	165			$	183			$	201			$	219
Non-GAAP Operating Income(2)		$	40			$	63			$	98			$	111			$	127			$	143			$	161			$	179			$	198			$	216
Levered Free Cash Flow(3)		$	44			$	85			$	123			$	142			$	162			$	183			$	205			$	230			$	255			$	256
Unlevered Free Cash Flow(4)		$	44			$	82			$	118			$	131			$	145			$	162			$	178			$	194			$	209			$	195

 

(1)

Adjusted EBITDA is a non-GAAP financial measure defined as GAAP net income (loss) before interest expense, provision for income taxes, depreciation and amortization, and is calculated to exclude the effect of stock-based compensation cost, severance and capitalized internal-use software development costs.

(2)	Non-GAAP Operating Income is a non-GAAP financial measure calculated as Adjusted EBITDA minus depreciation and amortization, and is calculated to exclude amortization of acquisition-related intangibles.

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

(4)

Unlevered Free Cash Flow is a non-GAAP financial measure defined as Non-GAAP Operating Income, less cash taxes, plus depreciation and amortization, less capital expenditures and capitalized internal-use software development costs, plus change in net working capital. The Unlevered Free Cash Flow for fiscal year 2034 was based on a long-term effective tax rate of 21%.

Certain of the measures included in the Unaudited Prospective Financial Information may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Unaudited Prospective Financial Information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. The Company has not prepared, and the Board has not considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

Financing of the Merger

The Merger Agreement is not conditioned upon receipt of financing by Parent. Parent anticipates that the total amount of funds necessary to consummate the Merger and the related transactions contemplated by the Merger Agreement will be approximately $1.57 billion, including the estimated funds needed to make (1) payment of the aggregate Merger Consideration upon the terms contemplated by the Merger Agreement, (2) payment of all related fees of Parent, Merger Sub and their respective representatives to be paid in connection with the Closing,

 

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(3) payment and/or settlement of any conversions required to be made at or after the Closing under the Indentures in respect of the Convertible Notes (including any make-whole adjustment to the conversion rate with respect thereto) as a result of the Merger (without giving effect to any payments received pursuant to the Convertible Note Capped Call Options) and to repurchase the Convertible Notes as required pursuant to Article 15 of the Indentures, (4) payment of the Payoff Amount at Closing and (5) payments in respect of outstanding equity awards of the Company in accordance with their terms and pursuant to the Merger Agreement. Pursuant to the Equity Commitment Letter, Thoma Bravo Discover Fund V, L.P. (the “Equity Investor”) has committed to either (a) purchase, or cause an assignee or assignees to purchase, directly or indirectly, at or immediately prior to the Closing, equity securities of Parent for a purchase price of up to $1,571,000,000 in the aggregate or (b) pay, or cause an assignee or assignees to pay, an aggregate amount not to exceed $97,500,000 solely to satisfy the obligations of Parent and/or Merger Sub to (i) reimburse the Company for its reasonable and documented out-of-pocket fees, costs and expenses (including accounting and legal fees and expenses) in accordance with Section 5.10(h) of the Merger Agreement and/or (ii) pay monetary damages to the Company in the event of an issuance, following the Company’s termination of the Merger Agreement, of a Final Order (as defined in the Equity Commitment Letter) that requires Parent and/or Merger Sub to pay damages to the Company in connection with the transactions contemplated by the Merger Agreement, in the amount specified in such Final Order, subject to certain limitations on liability.

The Equity Investor’s financing commitments are generally subject to the satisfaction of the conditions to Parent and Merger Sub’s obligations to effect the Closing as set forth in the Merger Agreement and the substantially concurrent Closing on the terms and subject to the conditions of the Merger Agreement.

Closing and the Effective Time

The Merger Agreement provides that the Closing will take place no later than the third (3rd) business day after the satisfaction or waiver of the conditions to Closing (described below under the caption “The Merger Agreement—Conditions to the Closing of the Merger”) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other time agreed to in writing by Parent and us.

Payment of Merger Consideration and Surrender of Stock Certificates

Prior to the Effective Time, Parent has agreed to select an agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of paying the Merger Consideration. The Exchange Agent will send to each holder of record of shares of Common Stock (other than the Company, Parent, Merger Sub or any subsidiary of the Company or Parent), a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the Merger Consideration.

If you are a holder of record of shares of Common Stock, you will not be entitled to receive the Merger Consideration until (1) any certificate representing such shares of Common Stock is surrendered to the Exchange Agent, together with a properly completed letter of transmittal or (2) an “agent’s message” is received by the Exchange Agent in respect of any such shares that are uncertificated and held in book-entry form.

The letter of transmittal will include instructions if you have lost a share certificate or if such certificate has been stolen or destroyed. If any stock certificate shall have been lost, stolen or destroyed, then before you will be entitled to receive the Merger Consideration, you will have to make an affidavit of that fact claiming such stock certificate to be lost, stolen or destroyed and, if required by Parent, post a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such stock certificate.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the Exchange Agent without a letter of transmittal.

 

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Certain Effects of the Merger

If the Merger Proposal receives the required approval of stockholders described elsewhere in this proxy statement and the other conditions to the Closing are either satisfied or waived and the Merger Agreement is not otherwise terminated in accordance with its terms, Merger Sub will be merged with and into the Company upon the terms set forth in the Merger Agreement. As the Surviving Corporation in the Merger, the Company will continue to exist following the Merger as a wholly owned direct subsidiary of Parent.

Following the Merger, all Common Stock will be beneficially owned by Parent, and none of the holders of Common Stock as of immediately prior to the Merger will, by virtue of the Merger, have any ownership interest in, or be a stockholder of, the Company, the Surviving Corporation or Parent. As a result, the holders of Common Stock as of immediately prior to the Merger will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Common Stock. Following the Merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, or any shares of Common Stock as to which appraisal rights have been properly exercised in accordance with Section 262), will be converted into the right to receive the Merger Consideration. Any shares of Common Stock held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, in each case, as of the Effective Time will be automatically cancelled and extinguished without any conversion thereof or Merger Consideration paid therefor.

For information regarding the effects of the Merger on the Company’s outstanding equity awards and the ESPP, please see the sections entitled “The Merger Agreement—Treatment of Restricted Stock units and Market Stock Units,” and “The Merger Agreement—Termination of Company ESPP.”

Our Common Stock is currently registered under the Exchange Act and trades on the NYSE under the symbol “PRO.” Following the consummation of the Merger, shares of Common Stock will no longer be traded on the NYSE or any other public market. In addition, the registration of the Common Stock under the Exchange Act will be terminated. Following termination of registration of the Common Stock under the Exchange Act, the Company will no longer be required to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, or furnish a proxy statement in connection with stockholders meetings pursuant to Section 14(a) of the Exchange Act. Parent will become the beneficiary of the cost savings associated with the Company no longer being subject to the reporting requirements under the federal securities laws.

Effects on the Company if the Merger Is Not Completed

In the event that the Merger Proposal does not receive the required approval of stockholders described elsewhere in this proxy statement, or if the Merger is not completed for any other reason, the Company’s stockholders will not receive the Merger Consideration or other payment for their shares of Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, the Common Stock will continue to be listed and traded on the NYSE, the Common Stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Common Stock.

If the Merger is not completed, there can be no assurances as to the effect of the risks and opportunities on the future value of your shares of Common Stock, including the risk that the market price of Common Stock may decline to the extent that the current market price of Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there can be no assurances that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted or that stockholders will ever receive a control premium for their shares. Pursuant to the Merger Agreement, under certain circumstances the Company is

 

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permitted to terminate the Merger Agreement to enter into an alternative transaction. Please see the section entitled “The Merger Agreement—Termination.” Under certain circumstances, if the Merger is not completed, the Company may be obligated to pay to Parent the Company Termination Fee. Please see the section entitled “The Merger Agreement—Termination Fees and Expenses.”

Interests of our Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the Merger, you should be aware that executive officers and directors of the Company may have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally, as more fully described below. The Board was aware of and considered these interests to the extent that they existed at the time, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be approved by the stockholders of the Company. For purposes of the discussion below, the Company’s executive officers are Jeff Cotten (Chief Executive Officer), Stefan Schulz (Chief Financial Officer), Andres Reiner (former Chief Executive Officer), and Todd McNabb (former Chief Revenue Officer). These individuals are also our “named executive officers” for purposes of SEC reporting, notwithstanding that Mr. McNabb is not currently employed by the Company and Mr. Reiner is no longer serving in an executive officer capacity.

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the Closing, certain of our executive officers may have discussions, or may enter into agreements with, Parent or Merger Sub or their respective affiliates regarding employment with the Surviving Corporation or one or more of its affiliates.

Indemnification and Insurance of Directors and Executive Officers

The Surviving Corporation and its subsidiaries will honor and fulfill in all respects the obligations of the Company and its subsidiaries under any indemnification agreements existing as of the Agreement Date between the Company or any of its subsidiaries and any of their respective current or former directors and officers for the period from and after the Effective Time through the sixth (6th) anniversary of the Closing Date.

The Surviving Corporation will indemnify and hold harmless current or former directors and officers of the Company and its subsidiaries with respect to all acts or omissions by them in their capacities as such or any transactions contemplated by the Merger Agreement for a period of six years following the Effective Time. During such six-year time period, Parent also will cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and advancement of expenses for acts, errors, omissions and service prior to the Effective Time that are at least as favorable to the current or former directors and officers of the Company and its subsidiaries as those set forth in the Company’s and its subsidiaries’ organizational documents as of the Agreement Date and will not amend, repeal or otherwise modify these provisions in the organizational documents in any manner except as required by law.

The Merger Agreement also provides that, prior to the Effective Time, the Company will purchase a six-year “tail” policy and the Surviving Corporation will maintain such “tail” policy in full force and effect and continue to honor the obligations under the “tail” policy. This obligation is subject to an annual premium cap of 300% of the annual premium paid by the Company prior to the Effective Time. For more information see “The Merger Agreement—Indemnification and Insurance.”

 

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Treatment of Equity-Based Awards

 

•

Each Vested Company RSU will be cancelled, with the former holders of such cancelled Vested Company RSU becoming entitled to receive for each share of Common Stock subject to such Vested Company RSU, an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the Merger Consideration. The Surviving Corporation will pay such Merger Consideration to the former holders of Vested Company RSUs on or promptly following the Closing Date. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code, will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

•

Each Unvested Company RSU will be cancelled and converted into the contingent right to receive the Cash Replacement RSU Amounts. The right to receive the Cash Replacement RSU Amounts will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Unvested Company RSUs for which they were exchanged immediately prior to the Effective Time. Subject to continued service through the applicable vesting dates or earlier satisfaction of the applicable vesting conditions for the Unvested Company RSUs, the right to receive the Cash Replacement RSU Amount will vest and the Surviving Corporation will pay the Cash Replacement RSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company RSU award agreement. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

•

Each Company MSU that is an Earned Unit will be cancelled and converted into the right to receive an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the product of (i) the Merger Consideration multiplied by (ii) the applicable number of shares of Common Stock subject to such Earned Unit as of immediately prior to the Effective Time. The Surviving Corporation will pay such Merger Consideration (i) to the former holders of Accelerated Units, on or promptly following the Closing Date and (ii) to the former holders of Vested Earned Units and that have an applicable settlement date following the Closing Date, on the applicable settlement date. The right to receive the Cash Replacement MSU Amounts with respect to any Earned Units that are Nonaccelerated Earned Units outstanding as of immediately prior to the Effective Time will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Nonaccelerated Earned Units for which they were exchanged immediately prior to the Effective Time. Subject to continued service through the applicable settlement date for the Cash Replacement MSU Amounts, the right to receive the Cash Replacement MSU Amount will vest and the Surviving Corporation will pay the Cash Replacement MSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company MSU award agreements. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

Treatment of Employee Stock Purchase Plan

Following the Agreement Date, the Board will adopt resolutions and take any other necessary actions to provide that (i) with respect to the outstanding Offering Period (as defined in the Company’s ESPP) under the Company ESPP as of the Agreement Date, no participant may increase the percentage amount of his or her payroll deduction election or contribution rate in effect on the Agreement Date for such Offering Period or make any separate non-payroll contributions to the Company ESPP on or following the Agreement Date and no new participants may participate in such Offering Period and such Offering Period will not be extended beyond its current end date; (ii) no new participant may commence participation in the Company ESPP; (iii) no new Offering Period will be authorized or commenced under the Company ESPP on or after the Agreement Date; (iv) any Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and a Purchase Date (as such term is defined in the Company ESPP) will occur on a date selected by the

 

59

Company that is no later than five (5) business days prior to the Effective Time, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock; and (v) immediately prior to, and subject to the occurrence of, the Effective Time, the Company ESPP will terminate and no further rights will be granted or exercised under the Company ESPP thereafter. On the day following the Final Exercise Date, any funds credited as of such date under the Company ESPP that are not used to purchase shares of Common Stock on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company ESPP will be refunded to the applicable participant in accordance with the terms of the Company ESPP.

Equity Interests of the Company’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of Common Stock, Company RSUs that it is anticipated will accelerate vesting on or prior to the Closing and Company MSUs that will become Earned Units as of the Closing that are currently held by each of the Company’s executive officers and non-employee directors, as applicable, and the amounts that would be realized (subject to any required tax withholdings or deductions) by such individuals with respect to these shares based on the estimated Merger Consideration of $23.25 per share, assuming that the Closing occurs on December 15, 2025, which is the assumed Closing Date only for purposes of this compensation-related disclosure, but based on outstanding equity interests held as of September 30, 2025. The following table also sets forth the number of shares of unvested Company RSUs and Company MSUs which are outstanding as of September 30, 2025 and which are not anticipated to accelerate vesting prior to or as of the Closing. The table below does not take into account any scheduled vesting of equity awards that is anticipated to occur following September 30, 2025 and prior to the Closing or attempt to forecast any grants, additional issuances, purchases, sales or forfeitures of equity interests following September 30, 2025.

 

Name(1)		Shares (#)(2)				Shares ($)				Accelerated Vesting RSUs (#)(3)				Accelerated Vesting RSUs ($)				Accelerated Units (MSUs) (#)(4)				Accelerated Units (MSUs) ($)				Unvested RSUs (#)(5)				Unvested RSUs ($)				Nonaccelerated Earned Units (MSUs) (#)(6)				Nonaccelerated Earned Units (MSUs) ($)				Total ($)
Jeff Cotten											126,829				2,948,774.25				46,807				1,088,262.75				211,389				4,914,794.25				395,310				9,190,957.50				18,142,788.75
Stefan Schulz			291,251				6,771,585.75												13,797				320,780.25				184,116				4,280,697.00				45,617				1,060,595.25				12,433,658.25
Todd McNabb			66,422				1,544,311.50												8,968				208,506.00				134,488				3,126,846.00				29,650				689,362.50				5,569,026.00
Andres Reiner			1,087,565				25,285,886.25												18,971				441,075.75				292,335				6,796,788.75				62,723				1,458,309.75				33,982,060.50
Jennifer Biry			7,121				165,563.25				11,262				261,841.50																												427,404.75
Raja Hammoud			27,955				649,953.75				11,262				261,841.50																												911,795.25
Leland Jourdan			14,947				347,517.75				11,262				261,841.50																												609,359.25
Catherine Lesjak			28,103				653,394.75				11,262				261,841.50																												915,236.25
Greg B. Petersen			125,170				2,910,202.50				11,262				261,841.50																												3,172,044.00
William Russell			160,269				3,726,254.25				11,262				261,841.50																												3,988,095.75
John Strosahl			3,614				84,025.50				11,262				261,841.50																												345,867.00
Timothy V. Williams			130,179				3,026,661.75				11,262				261,841.50																												3,288,503.25
Katie May			1,495				34,758.75				11,262				261,841.50																												296,600.25

 

(1)	Under applicable SEC rules, this disclosure also covers Mr. McNabb, who ceased serving as Chief Revenue Officer in July 2025 and Mr. Reiner, who stepped down as Chief Executive Officer in June 2025.

(2)	Consists of shares of Common Stock directly held and shares of Common Stock beneficially owned as defined in Rule 16a-1(a)(2) under the Exchange Act as of September 30, 2025.

(3)

Represents number of outstanding Company RSUs that are estimated to accelerate vesting prior to Closing for Mr. Cotten and at the Closing for the non-employee directors. For Mr. Cotten, the number of Company RSUs listed in the table is the number of Company RSUs that are estimated to accelerate vesting on a date selected by the Company that is within five to ten days prior to the Closing if the Closing Date occurs no later than December 31, 2025. If the Closing Date occurs on or after January 1, 2026, the number of Company RSUs that will accelerate vesting on a date selected by the Company that is no later than December 22, 2025 will instead be approximately 190,250 shares.

(4)

Represents number of outstanding Company MSUs that are estimated to become Accelerated Units, which will be settled on or promptly following the Closing Date. For outstanding Company MSUs granted in 2025, the number of estimated Accelerated Units has been calculated assuming a Closing Date of September 30, 2025, that the Company’s ending performance was $23.25 per share, and the performance of the peer group firms was calculated using the average closing price for the 10 trading days ending on the fifth business day prior to September 30, 2025. For outstanding Company MSUs granted prior to 2025, the number of

 

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estimated Accelerated Units has been calculated assuming a Closing Date of September 30, 2025, that the Company’s ending performance was $23.25 per share, and the performance of the comparative Russell 2000 Index was calculated using the average closing index value for the 15-calendar day period ending on September 30, 2025.

(5)

Represents maximum number of outstanding Unvested Company RSUs that will be converted into the Cash Replacement RSU Amounts. Includes the number of Unvested Company RSUs that are eligible for double-trigger vesting acceleration under the Employment Agreements with our executive officers (described further in “Payments Upon Termination Following Change-in-Control” below).

(6)

Represents estimated number of outstanding Company MSUs that will not become Accelerated Units and which will become Nonaccelerated Earned Units that are converted into the right to receive the Cash Replacement MSU Amounts. This includes the number of Nonaccelerated Earned Units that are eligible for double-trigger vesting acceleration under the Employment Agreements (described further in “Payments Upon Termination Following Change-in-Control” below). For outstanding Company MSUs granted in 2025, the number of estimated Nonaccelerated Earned Units has been calculated assuming a Closing Date of September 30, 2025, that the Company’s ending performance was $23.25 per share, and the performance of the peer group firms was calculated using the average closing price for the 10 trading days ending on the fifth business day prior to September 30, 2025. For outstanding Company MSUs granted prior to 2025, the number of estimated Nonaccelerated Earned Units has been calculated assuming a Closing Date of September 30, 2025, that the Company’s ending performance was $23.25 per share, and the performance of the comparative Russell 2000 Index was calculated using the average closing index value for the 15-calendar day period ending on September 30, 2025.

Payments Upon Termination Following Change-in-Control

We have entered into employment agreements with each of Jeff Cotten and Todd McNabb, an amended and restated employment agreement with Stefan Schulz and a second amended and restated employment agreement (as amended) with Andres Reiner (each an “Employment Agreement” and collectively the “Employment Agreements”), each of whom is a named executive officer, that provide for the payment of severance payments and benefits upon a qualifying termination in connection with a change in control, as discussed below. Mr. McNabb’s employment previously terminated effective as of July 19, 2025 and the severance payments and benefits he was previously entitled to receive in connection with his termination are described further below. The following descriptions of the terms of the Employment Agreements with our named executive officers are intended as a summary only and are qualified in their entirety, in the case of Mr. Schulz, by reference to the amended and restated Employment Agreement filed as Exhibit 10.9 to our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 14, 2024, and in the case of Mr. Cotten, by reference to the Employment Agreement filed as Exhibit 10.2 to our Current Report on Form 8-K, which was filed with the SEC on May 1, 2025. Mr. Reiner’s second amended and restated Employment Agreement (which was filed as Exhibit 10.2 to our Current Report on Form 8-K, which was filed with the SEC on December 4, 2018), was amended by the Retirement Transition Agreement, entered into as of June 2, 2025 in connection with his resignation as Chief Executive Officer (the “Retirement Transition Agreement”), which has not been filed with the SEC because he was no longer an executive officer at the time the agreement was entered into. For information regarding the potential total dollar value of the compensation that would be paid under the Employment Agreements with our named executive officers in connection with a qualifying termination of employment in connection with the Merger and assuming that the Closing Date occurs as of December 15, 2025 see below under “Golden Parachute Compensation.”

Our Employment Agreements generally provide for severance payments and benefits (including subsidized premiums for certain continuing health, retirement and insurance benefits) where the executive’s employment is terminated by the Company without “cause” (as defined in each Employment Agreement) or the executive officer resigns for “good reason” (as defined in each Employment Agreement), in the case of Mr. Schulz and Mr. Reiner (and with respect to Mr. Reiner pursuant to his Employment Agreement terms as amended pursuant to his Retirement Transition Agreement) only, within six months prior to or anytime following a change in

 

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control, which includes the Merger (an “NEO Qualifying Termination”), or, in the case of Mr. Cotten only, within three months prior to or twelve months following a change in control, which includes the Merger (a “CEO Qualifying Termination”).

Mr. Cotten’s Employment Agreement provides that upon an CEO Qualifying Termination, he is entitled to (i) a lump sum cash payment equal to 150% of his then current base salary, (ii) a lump sum cash payment equal to 18 months of the monthly premium cost to Mr. Cotten of continued coverage for Mr. Cotten that would be incurred for continuation of coverage under COBRA, (iii) a lump sum cash payment of any unpaid bonus for the fiscal year preceding the termination date, any earned but unpaid bonus for the fiscal year in which the termination occurs, prorated for the number of days employed in the year in which the termination date occurs, and 150% of the bonus that he would have received at 100% of the performance targets, and (iv) the acceleration of vesting with respect to (a) 50% of all such equity awards if the change in control occurs on or before December 31, 2025 or (b) 100% of all such equity awards if the change in control occurs after December 31, 2025.

Mr. Schulz’s Employment Agreement provides that upon an NEO Qualifying Termination, he is entitled to (i) a lump sum cash payment equal to 150% of his then current base salary, (ii) a lump sum cash payment equal to 18 months of the monthly premium cost to Mr. Schulz of continued coverage for Mr. Schulz that would be incurred for continuation of coverage under COBRA, (iii) a lump sum cash payment equal to any unpaid bonus related to completed bonus periods prior to the termination date and the amount of bonus that Mr. Schulz would have received at 100% of the performance targets, as if he had continued employment for 18 months post-termination, and (iv) the acceleration of vesting of all equity awards.

We intend to amend each of Mr. Cotten’s and Mr. Schulz’s Employment Agreements to provide that the Merger will automatically trigger their rights to resign for good reason and receive CEO Qualifying Termination and NEO Qualifying Termination severance payment and benefits, respectively, because the Merger will result in a material diminution of their authority, duties and responsibilities.

Mr. Reiner’s Employment Agreement was amended in connection with his resignation as Chief Executive Officer by the Retirement Transition Agreement, effective as of June 2, 2025. The Retirement Transition Agreement amended Mr. Reiner’s Employment Agreement to provide that upon an NEO Qualifying Termination, he is entitled to (i) full payout of his 2025 annual bonus without proration based on achievement of performance goals for 2025 based on his bonus target prior to the date he resigned upon his successor’s appointment and (ii) the acceleration of vesting of all equity awards, including any equity award with a performance-based component, which accelerates in connection with a change in control in accordance with the terms of the applicable award agreement.

Mr. McNabb’s employment with the Company previously terminated effective as of July 19, 2025. In connection with his termination, which at the time was not contemplated to be in connection with a change in control, he was entitled to the right to receive (i) 100% of his then current base salary, payable in equal monthly installments over the course of a year, (ii) any unpaid bonus related to the completed bonus periods prior to the termination date, payable in a lump sum, and the bonus that Mr. McNabb would have received at 100% performance targets as if Mr. McNabb continued employment for 12 months post-termination payable in equal monthly installments over 12 months, and (iii) the acceleration of vesting of all equity awards that would have vested prior to the first anniversary of his termination date. However, if the Closing occurs prior to January 19, 2026, that would cause his termination to be within the six-month period prior to a change in control, and he would accordingly be entitled to receive the following additional severance payments and benefits: (i) a lump sum cash payment of 50% of his annual base salary, plus any then remaining unpaid installments of his original base salary severance benefits, (ii) accelerated payment of the remaining unpaid installments of his target annual bonus severance and an additional payment representing the amount of bonus that Mr. McNabb would have received at 100% of the performance targets, as if he had continued employment for an additional six months post-termination, and (iii) the acceleration of vesting of all his equity awards that were unvested as of his termination date. Mr. McNabb was not and is not eligible for any cash severance as replacement for the cost of continuation of

 

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coverage under COBRA because he was not eligible for COBRA continuation coverage when his employment terminated.

Additionally, payment of any severance amounts is conditioned on the executive officer timely delivering an effective release of claims and complying with the non-compete and non-solicitation provisions as specified in the executive officer’s Employment Agreement and in the event the payment of any severance amounts payable pursuant to the Employment Agreements within six months of the date of the applicable executive’s qualifying termination would cause such executive to incur any additional tax under Section 409A of the Code, then payment of such amounts will be delayed until the date that is six months and one day following such executive’s termination date.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the Company’s named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The table below assumes that the Closing occurs on December 15, 2025 and the employment of the executive officer is terminated by the Company on such date or was or is previously terminated in a CEO Qualifying Termination or an NEO Qualifying Termination (as applicable), and the executive officer timely delivers an effective release of claims and complies with the non-compete and non-solicitation provisions as specified in the executive officer’s Employment Agreement. Each of Mr. Cotten and Mr. Schulz will have the right to resign for good reason as a result of the Closing as set forth in the October 2025 amendment to their Employment Agreements as described above. The table below is based on the equity interests held by the named executive officers as of September 30, 2025 after excluding all vesting of such equity awards that is scheduled to occur in ordinary course following September 30, 2025 and prior to December 15, 2025, but otherwise does not attempt to forecast any grants, additional issuances, purchases, sales or forfeitures of equity interests following September 30, 2025. Our named executive officers will not receive pension, non-qualified deferred compensation, tax reimbursements, or other benefits in connection with the Merger.

The amounts set forth in the table are estimates based on the Merger Consideration. Some of the amounts set forth in the table are payable prior to the consummation of the Merger and some would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger will differ, and may differ substantially, from the amounts set forth below. The sum of the individual numerical amounts in the table and footnotes below may not equal the total in the table below due to rounding.

 

Name (1)		Total Cash(2)				Total Equity(3)				Total Perquisites(4)				Total
Jeff Cotten			2,114,608				9,071,394				25,000				11,211,002
Stefan Schulz			1,656,848				5,387,513				25,000				7,069,361
Todd McNabb			450,000				4,024,715								4,474,715
Andres Reiner			851,942				8,180,815								9,032,757

 

(1)	Mr. McNabb ceased serving as Chief Revenue Officer effective July 1, 2025. Mr. Reiner resigned as Chief Executive Officer and transitioned into a part-time employee advisory role effective June 2, 2025.

(2)

These amounts represent the “double-trigger” cash severance payments each named executive officer is eligible to receive in connection with an CEO Qualifying Termination, an NEO Qualifying Termination or, in the case of Mr. McNabb, if the Closing occurs prior to January 19, 2026, pursuant to the terms of their respective Employment Agreements, as described in “Payments Upon Termination Following Change-in-Control” above. The cash severance amounts for Mr. Cotten include lump sum payments equal

 

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to (i) 150% of his then-current annual base salary ($832,500), (ii) 150% of pro-rated current year bonus amount ($449,322) plus 150% of his target annual bonus amount ($832,500), and (iii) 18 months of the monthly premium cost of continued coverage under COBRA ($286). The cash severance amounts for Mr. Schulz include lump sum payments equal to (i) 150% of then-current annual base salary ($633,000), (ii) unpaid bonus amounts for previously completed bonus performance periods ($484,202) plus 18 months of his target annual bonus amount ($506,400), and (iii) 18 months of the monthly premium cost of continued coverage under COBRA ($33,246). The cash severance amount for Mr. Reiner represents the full lump sum payout of 150% of his target annual bonus. The cash severance amounts for Mr. McNabb, which were triggered upon Mr. McNabb’s prior termination of employment, which at the time was not contemplated to be in connection with a change in control, were equal to (i) 100% of his then current annual base salary ($450,000), payable in equal monthly installments over the course of a year, and (ii) unpaid bonus amounts for previously completed bonus performance periods payable in a lump sum ($246,575), plus 12 months of his target annual bonus amount ($450,000) payable in equal monthly installments over the course of a year. However, if the Closing occurs prior to January 19, 2026, Mr. McNabb’s termination of employment will be within the six-month period prior to a change in control, and he will accordingly be entitled to the accelerated payment of the remaining unpaid installments of his original base salary and target annual bonus severance amounts described above, and additional cash severance benefits equal to (i) an additional 50% of his annual base salary ($225,000), and (ii) an additional six months of his target annual bonus amount ($225,000).

(3)

These amounts represent the aggregate estimated value of the outstanding Company RSUs and Company MSUs held by the named executive officers that would accelerate vesting as a direct result of the Merger, assuming the Merger occurs on December 15, 2025, and there is a qualifying termination of employment. For outstanding Company MSUs granted in 2025, the estimated aggregate value of such MSUs has been calculated assuming a Closing Date of September 30, 2025, that the Company’s ending performance was $23.25 per share, and the performance of the peer group firms was calculated using the average closing price for the 10 trading days ending on the fifth business day prior to September 30, 2025. For outstanding Company MSUs granted prior to 2025, the estimated aggregate value of the MSUs has been calculated assuming a Closing Date of September 30, 2025, that the Company’s ending performance was $23.25 per share, and the performance of the comparative Russell 2000 Index was calculated using the average closing index value for the 15-calendar day period ending on September 30, 2025. These amounts do not include payments in respect of outstanding Company RSUs or Company MSUs that are already vested or Company RSUs which are scheduled to vest in ordinary course prior to December 15, 2025 because the named executive officer would already be entitled to the economic benefit of such equity. For information regarding all equity awards held by the named executive officers, see the table in the section entitled “Equity Interests of the Company’s Executive Officers and Non-Employee Directors”. These amounts are generally “double-trigger” benefits and will only be paid if the named executive officer (other than Mr. McNabb) incurs a CEO Qualifying Termination or an NEO Qualifying Termination, as applicable, provided that a portion of Mr. Cotten’s Company RSUs will accelerate vesting prior to the Closing, as described below under “280G Equity Acceleration,” and such value of Mr. Cotten’s Company RSUs that will accelerate vesting prior to the Closing is included in the table above. In connection with Mr. McNabb’s prior cessation of employment, which at the time was not contemplated to be in connection with a change in control, he was entitled to the right to receive the acceleration of vesting of all equity awards that would have vested prior to the first anniversary of his termination date, and therefore the estimated value of such previously accelerated equity awards is not included in the table above. If the Closing occurs prior to January 19, 2026, Mr. McNabb’s termination will be within the six-month period prior to a change in control, and he will accordingly be entitled to receive acceleration of vesting of all his equity awards that were unvested as of his termination date and which did not previously accelerate vesting, so that the amounts set forth for Mr. McNabb in the table above reflect the estimated value of the remaining unvested portion of his equity awards that may potentially vest in connection with the Closing.

(4)

In connection with the Merger, each of Mr. Cotten and Mr. Schulz will have their current Employment Agreements amended and potentially may enter into new employment arrangements with the Parent. The Company has agreed to pay a law firm, Stuart PC, its fees in connection with its individual representation of

 

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each of Mr. Cotten and Mr. Schulz with respect to such arrangements. The estimated maximum amount of compensatory income that will be attributed to each of Mr. Cotten and Mr. Schulz in connection with such payments is estimated to not exceed $25,000.

280G Equity Acceleration

Based on information available to date, Mr. Cotten is the only currently serving executive officer who would be expected, absent any mitigating actions, to be subject to the any golden parachute excise taxes imposed due to Section 280G of the Code (the “280G Excise Tax”). Under the “best net” approach pursuant to his Employment Agreement, where he will receive either (i) the full amount of such payments and benefits or (ii) the greatest amount of such payments and benefits that will not subject him to the 280G Excise Tax, whichever would result in the greatest after-tax amount, the current analysis indicates that, absent any mitigating actions, Mr. Cotten would be expected to receive the full amount of the payments and benefits due to him, resulting in the Company’s inability to claim deductions with respect to a portion of such compensation and the imposition on Mr. Cotten of the 280G Excise Tax.

Therefore, in order to mitigate the expected impact of Section 280G of the Code on both the Company and Mr. Cotten, the Compensation and Leadership Development Committee of the Board (the “Compensation Committee”) will approve the acceleration of the vesting and settlement of a number of Unvested Company RSUs held by Mr. Cotten with the intended effect that he will not potentially become subject to any 280G Excise Tax. If the Closing occurs in 2025, then it is estimated that 126,829 of Mr. Cotten’s Unvested Company RSUs will accelerate vesting on a date selected by the Company that is within five to ten business days prior to the Closing. If the Closing occurs in 2026, it is estimated that 190,250 of Mr. Cotten’s Unvested Company RSUs will accelerate vesting on a date selected by the Company that is no later than December 22, 2025.

The Company is not providing Mr. Cotten any gross-up or reimbursement payment for any taxes, including any 280G Excise Taxes, that he may incur as a result of the Merger. Taking into account the expected impacts, the Compensation Committee and the Company believe that these actions were appropriate in light of the potential benefits to the Company and Mr. Cotten, including preserving the Company’s ability to claim tax deductions.

In addition, the Company is permitted to take reasonable actions, in consultation with and subject to the prior approval of Parent, with regards to its executive officers prior to the Effective Time of the Merger in order to mitigate the effects of Section 280G and Section 4999 of the Code in connection with the Merger. At this time, the Company does not anticipate that it will be necessary to take such action with respect to any executive officers other than Mr. Cotten, as described above.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the Merger to “U.S. holders” and “non-U.S. holders” (as defined in the sections entitled “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders” and “Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders,” respectively) whose shares of Common Stock are exchanged for cash pursuant to the Merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our stockholders. This discussion is based the on the Code, applicable U.S. Treasury regulations promulgated thereunder, judicial opinions, and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof. These laws and authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this summary. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

 

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The summary applies only to beneficial owners who hold shares of Common Stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment purposes), and is not intended for holders of Common Stock subject to special treatment under U.S. federal income tax law, including, without limitation, the following:

 

•

partnerships and other pass-through entities;

 

•

banks and other financial institutions;

 

•

tax-exempt organizations and pension funds;

 

•

individual retirement accounts;

 

•

insurance companies;

 

•

dealers or traders in securities;

 

•

persons who acquired their shares of Common Stock through the exercise of options or similar derivative securities or otherwise as compensation;

 

•

persons whose shares of Common Stock are qualified small business stock for purposes of Section 1202 of the Code;

 

•

persons whose shares of Common Stock are “Section 1244 stock” for purposes of Section 1244 of the Code;

 

•

persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

•

persons who hold their shares of Common Stock as part of a hedge, appreciated financial position, straddle or conversion transaction;

 

•

persons who have entered into a constructive sale of their Common Stock under the Code;

 

•

a controlled foreign corporation;

 

•

a passive foreign investment company; or

 

•

a U.S. expatriate.

This summary does not address any aspect of state, local or foreign tax laws, any estate or gift tax considerations, the application of the alternative minimum tax or any U.S. federal non-income taxes (including, for example, the additional 3.8% tax on certain net investment income that may be imposed under the Code) or any other form of taxation that may be applicable to a stockholder. Furthermore, it generally does not address the tax consequences of transactions effectuated before, after, or at the same time as the Merger, whether or not they are in connection with the Merger.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Stock, the tax treatment of a partner of such partnership generally will depend on the status of the partner and the activities of the partner and the partnership. A partner of a partnership holding Common Stock should consult the partner’s tax advisor regarding the U.S. federal income tax consequences of the Merger to such partner.

U.S. Holders

For purposes of this summary, a “U.S. holder” is any beneficial owner of shares of Common Stock that is, for U.S. federal income tax purposes:

 

•

an individual who is a citizen or resident of the United States or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;

 

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

 

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•

a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

 

•

an estate that is subject to U.S. federal income tax on its income regardless of its source.

The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Common Stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described below under “ —Backup Withholding and Information Reporting”) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of Common Stock (i.e., shares of Common Stock acquired at the same cost in a single transaction). Such capital gain or loss will be long-term capital gain or loss, provided that the U.S. holder’s holding period for such shares of Common Stock is more than 12 months at the Effective Time. Long-term capital gains of non-corporate U.S. holders are generally subject to tax at a maximum rate of 20% under current law and short-term capital gains are generally subject to tax at ordinary income tax rates. There are limitations on the deductibility of capital losses.

Non-U.S. Holders

A “non-U.S. holder” is a beneficial owner of Common Stock that is not a U.S. holder or a partnership (or any other entity or arrangement that is treated as a partnership for U.S. federal income tax purposes). In such case, a non-U.S. holder whose shares of Common Stock are exchanged for cash in the Merger generally is not expected to be subject to U.S. federal income tax on any gain realized on such sale or exchange unless:

 

•

the gain, if any, on such shares is effectively connected with the non-U.S. holder’s trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States);

 

•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the exchange of shares of Common Stock for cash pursuant to the Merger and certain other conditions are met; or

 

•

the non-U.S. holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of our Common Stock at any time during the five-year period preceding the Merger and the Company is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the non-U.S. holder held Common Stock.

A non-U.S. holder described in the first bullet point immediately above will be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder, subject to an applicable income tax treaty providing otherwise. If such non-U.S. holder is a corporation, it may also be subject to a branch profits tax equal to 30% (or a lower treaty rate) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. A non-U.S. holder described in the second bullet point immediately above will be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty between the United States and such non-U.S. holder’s country of residence) on any gain realized, which may be offset by U.S.-source capital losses, if any, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

We believe we have not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the Merger.

 

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Backup Withholding and Information Reporting

Backup withholding of tax (currently at the rate of 24%) may apply to cash payments to which a non-corporate U.S. holder is entitled under the Merger Agreement, unless such U.S. holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. Each U.S. holder that is a stockholder of record should complete and sign, under penalty of perjury, the Substitute Form W-9 included as part of the letter of transmittal and return it to the Exchange Agent in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the Exchange Agent.

A non-U.S. holder that is a stockholder of record that provides the Exchange Agent with the applicable Form W-8 providing certification of non-U.S. status (such as a Form W-8BEN, W-8BEN-E or another appropriate version of Form W-8) will generally establish an exemption from backup withholding, although the Exchange Agent may require additional documentation to establish such exemption.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a stockholder pursuant to the Merger under the backup withholding rules will generally be allowable as a refund or a credit against such stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

The U.S. federal income tax consequences described above are for general information purposes only and are not intended to constitute a complete description of all tax consequences relating to the Merger. Because individual circumstances may differ, each stockholder should consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder, the particular tax effects to the stockholder of the Merger in light of such stockholder’s particular circumstances and the application of state, local and foreign tax laws, if applicable.

Regulatory Approvals

Under the terms of the Merger Agreement, the Merger cannot be completed until notice has been filed with the Federal Trade Commission and the DOJ under the HSR Act and the waiting period applicable to the consummation of the Merger under the HSR Act has expired or been terminated.

In addition, under the terms of the Merger Agreement, the Merger cannot be completed until merger control filings are submitted to, and clearances are received from, (i) the German Federal Cartel Office (Bundeskartellamt) and (ii) the Australian Competition & Consumer Commission.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied on a timely basis or at all.

 

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THE MERGER AGREEMENT

The following summarizes the material provisions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. You are encouraged to read the Merger Agreement attached to this proxy statement as Annex A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement has been included to provide you with information regarding its terms, and we recommend that you read it in its entirety. The Merger Agreement is a contractual document that establishes and governs the legal relations between the Company, Parent and Merger Sub and allocates risks between the parties with respect to the Merger, the other agreements contemplated by the Merger Agreement, and the transactions contemplated by the Merger Agreement.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates specified in the Merger Agreement. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract between the respective parties and are subject to representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders, or securities laws. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The representations and warranties in the Merger Agreement and the description of them in this proxy statement should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings the Company publicly files with the SEC. Such information can be found elsewhere in this proxy statement and in the public filings the Company makes with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 107.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement, as of and at the Effective Time, Merger Sub will merge with and into the Company in accordance with the DGCL. The Company will be the Surviving Corporation, will become a wholly owned direct subsidiary of Parent and will continue to exist following the Merger. As a result of the Merger, the Company will cease to be a publicly traded company. In addition, our Common Stock will subsequently be delisted from the NYSE, will be deregistered under the Exchange Act, and we will cease to be publicly traded and will no longer file periodic reports with the SEC.

Closing and Effective Time

The Closing will take place no later than the third (3rd) business day after the later to occur of (i) the satisfaction or waiver (to the extent permitted by applicable law) of the conditions to Closing (described under the caption

 

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“Conditions to Completion of the Merger”) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable law) of such conditions at the Closing) and (ii) the date of the completion of the Consultation (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements”), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing. At the Closing, the Company will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger or at such later time as is agreed by the parties to the Merger Agreement and specified in the certificate of merger.

Organizational Documents

At the Effective Time, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time will be the certificate of incorporation and bylaws of the Surviving Corporation (except that all references to the name of Merger Sub therein will be modified to refer to the name of the Company).

Officers and Directors

The directors of the Surviving Corporation will, from and after the Effective Time, be the individuals who are the directors of Merger Sub immediately prior to the Effective Time. The officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation.

Treatment of Common Stock, Restricted Stock Units and Market Stock Units

Common Stock

The Merger Agreement provides that, at the Effective Time, each share of our Common Stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and automatically converted into the right to receive the Merger Consideration, less any applicable withholding taxes. Dissenting Shares will be automatically cancelled without any conversion thereof and will cease to exist with no consideration being paid with respect thereto in connection with, or as a consequence of, the Merger.

Restricted Stock Units

At the Effective Time, each Unvested Company RSU will be cancelled and converted into the contingent right to receive the Cash Replacement RSU Amounts. The right to receive the Cash Replacement RSU Amounts will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Unvested Company RSUs for which they were exchanged immediately prior to the Effective Time. Subject to continued service through the applicable vesting dates or earlier satisfaction of the applicable vesting conditions for the Unvested Company RSUs, the right to receive the Cash Replacement RSU Amount will vest and the Surviving Corporation will pay the Cash Replacement RSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company RSU award agreement. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

At the Effective Time, each Vested Company RSU will be cancelled, with the former holders of such cancelled Vested Company RSU becoming entitled to receive for each share of Common Stock subject to such Vested Company RSU, an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the Merger Consideration. The Surviving Corporation will pay such Merger Consideration to the former holders of Vested Company RSUs on or promptly following the Closing Date. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code, will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

 

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Market Stock Units

At the Effective Time, each Company MSU that is an Earned Unit will be cancelled and converted into the right to receive an amount in cash, without interest and subject to deduction for any required withholding of Tax, equal to the product of (i) the Merger Consideration multiplied by (ii) the applicable number of shares of Common Stock subject to such Earned Unit as of immediately prior to the Effective Time. The Surviving Corporation will pay such Merger Consideration (i) to the former holders of Accelerated Units, on or promptly following the Closing Date and (ii) to the former holders of Vested Earned Units and that have an applicable settlement date following the Closing Date, on the applicable settlement date. The right to receive the Cash Replacement MSU Amounts with respect to any Earned Units that are Nonaccelerated Earned Units outstanding as of immediately prior to the Effective Time will remain subject to the same vesting, settlement and other terms and conditions as were applicable to the Nonaccelerated Earned Units for which they were exchanged immediately prior to the Effective Time. Subject to continued service through the applicable settlement date for the Cash Replacement MSU Amounts, the right to receive the Cash Replacement MSU Amount will vest and the Surviving Corporation will pay the Cash Replacement MSU Amounts to the applicable holders thereof on the applicable settlement dates set forth in the Company MSU award agreements. Any such payment that constitutes “deferred compensation” subject to Section 409A of the Code will be made on the applicable settlement date or otherwise delayed to the extent necessary to avoid adverse tax consequences under Section 409A of the Code.

Treatment of Company ESPP

Following the Agreement Date, the Board will adopt resolutions and take any other necessary actions to provide that (i) with respect to the outstanding Offering Period (as defined in the Company ESPP) under the Company ESPP as of the Agreement Date, no participant may increase the percentage amount of his or her payroll deduction election or contribution rate in effect on the Agreement Date for such Offering Period or make any separate non-payroll contributions to the Company ESPP on or following the Agreement Date, and such Offering Period will not be extended beyond its current end dated; (ii) no new participant may commence participation in the Company ESPP; (iii) no new Offering Period will be authorized or commenced under the Company ESPP on or after the Agreement Date; (iv) any Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and a Purchase Date (as such term is defined in the Company ESPP) will occur on a date selected by the Company that is no later than five (5) business days prior to the Effective Time, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger; and (v) immediately prior to and subject to the occurrence of the Effective Time, the Company ESPP will terminate and no further rights will be granted or exercised under the Company ESPP thereafter. On the day following the Final Exercise Date, any funds credited as of such date under the Company ESPP that are not used to purchase shares of Common Stock on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Company ESPP will be refunded to the applicable participant in accordance with the terms of the Company ESPP.

Payment Procedures

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Exchange Agent reasonably acceptable to the Company, cash in an amount sufficient to pay the Merger Consideration in respect of such shares outstanding immediately prior to the Effective Time (excluding Dissenting Shares). Parent will further cause the Surviving Corporation to make the payments due to the holders of Company RSUs and Company MSUs through the Surviving Corporation’s payroll system, payroll provider or accounts payable, on or promptly following the Closing Date, or at such later time as is necessary to avoid the imposition of penalties or adverse tax consequences under Section 409A of the Code.

Within five business days after the Effective Time, Parent will cause the Exchange Agent to send to each record holder of shares of Common Stock (other than the Company, Parent, Merger Sub or any subsidiary of the Company or Parent), whose shares were converted into the right to receive the Merger Consideration, a letter of

 

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transmittal, in form and substance reasonably acceptable to the Company, and instructions for use in the exchange of shares of Common Stock for the Merger Consideration (which will specify that delivery will be effected, and risk of loss and title will pass, only upon delivery or transfer of the shares of Common Stock to the Exchange Agent).

Each holder of shares of Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of uncertificated shares, the Merger Consideration in respect of the Common Stock represented by such certificate or uncertificated shares.

Each of Parent, the Company, Surviving Corporation and the Exchange agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts otherwise payable pursuant to the Merger Agreement to any person such amount as it is required to deduct and withhold with respect to the making of such payment under the Code, and the rules and Treasury Regulations promulgated thereunder, or any provision of state, local or foreign tax law, and such amounts so deducted and withheld will be treated as having been paid to the person in respect of which such deduction and withholding was made.

As of the Effective Time, our stock transfer books will be closed and thereafter there will be no further registration of transfers of any shares of Common Stock outstanding immediately prior to the Effective Time. If, after the Effective Time, shares of Common Stock are presented to the Surviving Corporation or Exchange Agent for transfer, they will be cancelled and exchanged as provided in the Merger Agreement.

If any cash deposited with the Exchange Agent is not claimed within one year following the Effective Time, such cash will be returned to Parent, upon demand, and any holders of Common Stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent for payment of the Merger Consideration. Neither Parent, the Surviving Corporation, nor the Exchange Agent will be liable for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. Any cash deposited with the Exchange Agent that remains unclaimed immediately prior to the time at which such amounts would otherwise become property of a Governmental Authority will, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

Appraisal Rights

Stockholders are entitled to appraisal rights under the DGCL in connection with the Merger. This means that you are entitled to have the fair value of your shares of Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the Merger Consideration if you follow exactly the procedures specified under the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the Merger Agreement and you must not vote (either in person or by proxy) in favor of the proposal to adopt the Merger Agreement. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See “Appraisal Rights” beginning on page 101 and the text of the Delaware appraisal rights statute reproduced in its entirety as Annex B to this proxy statement. If you hold your shares of Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee.

 

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THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL, THE FULL TEXT OF WHICH IS ATTACHED TO THIS PROXY STATEMENT AS ANNEX B.

Representations and Warranties

Certain representations and warranties in the Merger Agreement are qualified as to “materiality” or “Company Material Adverse Effect” or words of similar import. Under the Merger Agreement, “Company Material Adverse Effect” means any event, effect, occurrence, fact, circumstance, condition or change that, individually or in the aggregate, has or would be reasonably expected to have a material adverse effect on (a) the business, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by the Merger Agreement, including the Merger, provided, however, that, solely with respect to clause (a), none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and except as provided below, none of the following shall be taken into account in determining whether there is, or would reasonably be expected to be, a Company Material Adverse Effect:

 

(i)

general economic or political conditions (or changes or disruptions in such conditions) in the United States or any other country or region in the world, or conditions in the global economy generally;

 

(ii)

conditions (or changes or disruptions in such conditions) generally affecting the industries in which the Company and its subsidiaries operate;

 

(iii)

conditions (or changes or disruptions in such conditions) in the securities markets, capital markets, credit markets, currency markets or other financial markets in the United States or any other country or region in the world, including (A) changes in interest rates in the United States or any other country or region in the world and changes in exchange rates for the currencies of any countries, (B) any suspension of trading in equity, debt, derivative or hybrid securities, securities generally (including the Common Stock) on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world, and (C) any decline in the price or trading volume of any security (including the Common Stock) or any market index (provided that the underlying causes of such declines with respect to the Common Stock (subject to the other provisions of this definition) may be taken into account);

 

(iv)

regulatory, legislative or political conditions (or changes or disruptions in such conditions) in the United States or any other country or region in the world generally or acts of war (whether or not declared, including, for the avoidance of doubt, the current conflict between the Russian Federation and Ukraine and the war and conflict between Israel and Hamas and related military operations), armed or unarmed hostilities or attacks (including social unrest and protests), acts of terrorism, sabotage, or the escalation or worsening thereof in the United States or any other country or region in the world;

 

(v)

any actions taken or failure to take action, in each case, by Parent or any of its controlled Affiliates or to which Parent has expressly consented to or requested; or the taking of any action expressly required by the Merger Agreement; or the failure to take any action expressly prohibited by the Merger Agreement;

 

(vi)

any changes in applicable law, accounting rules (including GAAP), applied on a consistent basis or the enforcement, implementation or interpretation thereof;

 

(vii)

the announcement of the Merger Agreement, and the pendency or completion of the Merger and the transactions contemplated by the Merger Agreement or the plans of Parent and its affiliates and other related parties with respect to the Company’s business following the completion of the Merger and the transactions contemplated by the Merger Agreement, including (A) the identity of Parent, (B) the loss

 

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or departure of officers or other employees of the Company or any of its subsidiaries, (C) the termination of (or the failure of any third party to renew or enter into) any contracts with customers, suppliers, distributors or other business partners of the Company, and (D) any other negative development (or potential negative development) in the Company’s subsidiaries’ relationships with any of their employees, customers, suppliers, distributors or other business partners (it being understood that this clause (vii) shall not apply with respect to any representation and warranty contained in the Merger Agreement to the extent that it expressly addresses consequences of the execution, delivery or performance of the Merger Agreement);

 

(viii)

any natural or man-made disaster, hurricane, earthquake, flood, acts of God, public health emergency, pandemic (including COVID-19), epidemic, disease outbreak or public health event, or other force majeure events in the United States or any other country or region in the world;

 

(ix)

changes in the Company’s stock price or the trading volume of the Company’s stock, in and of itself, or any failure by the Company to meet any internal or published forecasts, estimates, projections or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, provided, however, that the exception in this clause (ix) shall not prevent the underlying facts giving rise or contributing to such change from being taken into account in determining whether a Material Adverse Effect has occurred; or

 

(x)

the availability or cost of equity, debt or other financing to Parent or Merger;

provided, that in the case of clauses (i), (ii), (iii), (iv), (vi) and (viii), such events, effects, occurrences, facts, circumstances, conditions or changes may be taken into account in determining whether there is, or would reasonably be expected to be, a Company Material Adverse Effect to the extent such events, effect, occurrence, fact, circumstance, condition or change has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other similarly situated companies operating in the industries in which the Company and its subsidiaries operate, in which case only the incremental disproportionate adverse effect may be taken into account in determining whether or not there has been a Company Material Adverse Effect.

We have made customary representations and warranties in the Merger Agreement that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure schedules delivered in connection therewith (the “Company Disclosure Schedules”). These representations and warranties relate to, among other things:

 

•

the organization, valid existence, and good standing of the Company and its subsidiaries and the power and authority to carry on our business as currently conducted and to own, lease and operate the properties and assets and the qualification to do business and good standing in any jurisdiction in which the nature of our business so requires, except where the failure to be so organized, existing or in good standing or qualified or licensed would not have a material adverse effect;

 

•

our charter and Bylaws and the similar organizational documents of us and our subsidiaries;

 

•

the capital structure and indebtedness of us and our subsidiaries, including our equity awards, the absence of restrictions or liens with respect to the equity interests of us and our subsidiaries;

 

•

our power to execute and deliver the Merger Agreement, perform our obligations under the Merger Agreement and, subject to receipt of the Company Stockholder Approval in respect of the Merger, to consummate the Merger and the other transactions contemplated by the Merger Agreement;

 

•

the enforceability of the Merger Agreement against us;

 

•

the Company Stockholder Approval required in connection with the approval of the Merger and the other transactions contemplated by the Merger Agreement;

 

•

the approval of the Board in respect of the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby and its recommendation to the Company stockholders to approve the Merger;

 

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•

the absence of any governmental filings or actions required in connection with the execution, delivery and performance by us of the Merger Agreement and the consummation of the transactions contemplated thereby other than as described in the Merger Agreement;

 

•

the absence of conflicts with, or violations or breaches of, organizational documents of us and our subsidiaries or any applicable law and the absence of any consents, notices or approvals under, or breaches of any obligation or defaults under, contracts to which we or any of our subsidiaries is a party, in each case, in connection with the performance of the Merger Agreement and our obligations thereunder;

 

•

our SEC filings since January 1, 2023, and the financial statements contained in those filings;

 

•

our system of internal controls and preparation of financial statements in accordance with GAAP;

 

•

our internal controls over financial reporting and disclosure controls and procedures;

 

•

the conduct of the business of the Company and its subsidiaries in the in the ordinary course consistent with past practice and the absence of a Company Material Adverse Effect, in each case since June 30, 2025;

 

•

the absence of legal proceedings and orders;

 

•

except for Qatalyst Partners, the absence of any advisory, broker’s or finder’s fees payable in connection with the transactions contemplated by the Merger Agreement;

 

•

our and our subsidiaries’ employee benefit plans;

 

•

the receipt by the Board of the opinion of Qatalyst Partners;

 

•

tax matters affecting us and our subsidiaries;

 

•

our and our subsidiaries’ compliance with all applicable laws and governmental permits since January 1, 2023 and the possession of all governmental permits required to conduct our business as presently conducted and to own, lease and operate the properties and compliance with such governmental permits and validity and full force and effect of those governmental permits since January 1, 2023;

 

•

ownership of or rights with respect to the intellectual property of us and our subsidiaries;

 

•

labor and employment matters related to us and our subsidiaries;

 

•

our and our subsidiaries’ insurance policies;

 

•

our and our subsidiaries’ material contracts and the absence of certain breaches or defaults under the provisions of such material contracts;

 

•

real property owned, leased or subleased by the Company and its subsidiaries;

 

•

the inapplicability of anti-takeover statutes to the Merger;

 

•

environmental matters relating to us and our subsidiaries;

 

•

the absence of certain related party transactions since January 1, 2023; and

 

•

the accuracy of certain information provided by us in this proxy statement.

The Merger Agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

•

the organization, valid existence, good standing and power to own, lease and operate their properties and to carry on their businesses as currently conducted;

 

75

•

the corporate or similar authority to enter into the Merger Agreement, to perform their obligations under the Merger Agreement and to consummate the Merger and the other transactions contemplated by the Merger Agreement;

 

•

the enforceability of the Merger Agreement against Parent and Merger Sub;

 

•

the absence of any governmental filings or actions required in connection with the execution, delivery and performance by Parent and Merger Sub of the Merger Agreement and the consummation of the transactions contemplated thereby other than as described in the Merger Agreement;

 

•

the absence of conflicts with, or violations or breaches of, the organizational documents of Parent and Merger Sub or any applicable law and the absence of any consents, notices or approvals under, or breaches of any obligation or defaults under, contracts to which Parent or Merger Sub is a party, in each case, in connection with the performance of the Merger Agreement and their obligations thereunder;

 

•

the absence of legal proceedings challenging the Merger;

 

•

ownership of shares of our Common Stock by Parent and Merger Sub;

 

•

except as described in the Merger Agreement, the absence of any advisory, broker’s or finder’s fees payable in connection with the transactions contemplated by the Merger Agreement;

 

•

the absence of prior conduct of business of Merger Sub;

 

•

the solvency of Parent and the Surviving Corporation and its subsidiaries following the consummation of the Merger;

 

•

the absence of certain related party transactions;

 

•

matters with respect to the equity commitment letter (the “Equity Commitment Letter”) delivered by Parent in connection with the Merger, to which the Company is a limited third-party beneficiary thereto; and

 

•

the accuracy of the information provided by Parent and Merger Sub in this proxy statement.

None of the representations, warranties and covenants in the Merger Agreement or in any instrument delivered pursuant to the Merger Agreement shall survive the Closing.

Conduct of Business Prior to Effective Time

The Merger Agreement provides that, except (i) as expressly required or permitted by the Merger Agreement, (ii) as required by applicable law, (iii) as disclosed in the applicable sections of the Company Disclosure Schedules or (iv) as consented to in writing by Parent (which approval will not be unreasonably withheld, conditioned or delayed) during the period of time between the Agreement Date and the Effective Time, the Company will and will cause each of its subsidiaries to use commercially reasonable efforts to:

 

•

conduct their respective businesses in the ordinary course in all material respects; and

 

•

preserve intact in all material respects the Company’s subsidiaries’ respective current business organizations, keep available the services of the Company’s subsidiaries and their respective key employees, and maintain its and their respective relations and goodwill with the persons having material business relationships with the Company or its subsidiaries.

In addition, the Company has also agreed that, except (i) as expressly required or permitted by the Merger Agreement, (ii) as required by applicable law, (iii) as disclosed in the applicable sections of the Company Disclosure Schedules or (iv) as consented to in writing in advance by Parent (which approval will not be

 

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