Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 2)

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

 

N/A

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

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

Dear Stockholders of AvidXchange Holdings, Inc.:

You are cordially invited to attend a special meeting of the stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of AvidXchange Holdings, Inc., a Delaware corporation (“AvidXchange,” the “Company,” “we,” “us” or “our”), to be held on [    ], 2025, at [  ] a.m. Eastern Time. The Special Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/AVDX2025SM. After consideration of the appropriate format of the Special Meeting, the Board of Directors of the Company chose a virtual meeting format for the Special Meeting in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. You will not be able to physically attend the Special Meeting in person. If you plan to attend the Special Meeting online, please follow the instructions in the “General Information” section of the accompanying proxy statement (the “Proxy Statement”). The Proxy Statement is dated [    ], 2025, and together with the enclosed notice of special meeting and form of proxy card, is first being sent or provided to stockholders of the Company on or about [    ], 2025.

On May 6, 2025, we entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Arrow Borrower 2025, Inc., a Delaware corporation (“Parent”), and Arrow Merger Sub 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are affiliates of TPG Global, LLC (“TPG”) through an investment fund managed by TPG, and Corpay, Inc. will also be a direct or indirect investor in Parent.

In connection with the execution of the Merger Agreement, certain officers of the Company (each, a “Rollover Stockholder”) have entered into rollover agreements (the “Rollover Agreements”) with Arrow Holdings 2025, Inc., a Delaware corporation (“Holdings”), and Arrow Parent 2025, L.P., a Delaware limited partnership (“Topco”), pursuant to which, among other matters, each Rollover Stockholder will, immediately prior to the effective time of the Merger, contribute, transfer and assign to Holdings certain shares of common stock of the Company, $0.001 par value per share (“Company Common Stock”) held by such Rollover Stockholder in exchange for newly issued shares of Holdings (“Holdings Shares”), and each Rollover Stockholder will immediately thereafter contribute such Holdings Shares to Topco in exchange for Topco issuing newly issued units of Topco to such Rollover Stockholder, in each case, in accordance with the terms of the Rollover Agreements.

At the Special Meeting, you will be asked to consider and vote on:

Only Company stockholders of record as of the close of business on [    ], 2025, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment or postponement thereof.

If the Merger is consummated, you will be entitled, subject to the terms and conditions of the Merger Agreement, to receive $10.00 in cash, without interest (as may be adjusted pursuant to the Merger Agreement, the “Merger Consideration”) for each share of the Company Common Stock that you own (unless you do not vote in favor of the Merger Proposal and you are entitled to demand and have properly made a demand for

appraisal and do not thereafter fail to perfect, or do not effectively withdraw or otherwise lose your right to appraisal under Delaware law with respect to such shares). The Merger Consideration represents a 22% premium to the closing price of the Company Common Stock of $8.20 on May 6, 2025, the last trading day prior to the Company’s announcement of the execution of the Merger Agreement, a 16% premium over the 90-day volume weighted average price as of the same date and a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction involving the Company.

The proposed Merger is a “going private transaction” under the rules of the United States Securities and Exchange Commission (the “SEC”). If the Merger is completed, AvidXchange will become a privately held company, wholly owned by Parent.

The Board of Directors of the Company (the “Board”), by the unanimous vote of the Company’s directors present and voting (constituting all of the independent members of the Board), have (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, advisable and in the best interests of the Company and its stockholders, (b) approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and (c) resolved to recommend that the Company stockholders adopt the Merger Agreement.

The Board recommends that the Company stockholders vote: (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

The Notice of Special Meeting and the Proxy Statement on the following pages further describe the matters to be presented at the Special Meeting and provide details regarding how to attend the meeting online. We encourage you to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about the Company from documents we file with the SEC from time to time.

Whether or not you attend the Special Meeting online, it is important that your shares be represented and voted at the Special Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions on how to vote your shares are included in the Proxy Statement and proxy card. If you decide to attend the Special Meeting, you will be able to vote online at the Special Meeting even if you have previously submitted your proxy, as your proxy is revocable at your option.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

If you have any questions or need assistance voting your shares, please contact our proxy solicitors, Innisfree M&A Incorporated at (866) 239-1763.

Thank you for your support.

 

Michael Praeger

Chief Executive Officer and Chairman of the Board of Directors

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The special meeting of the stockholders (the “Special Meeting”) of AvidXchange Holdings, Inc., a Delaware corporation (“AvidXchange,” the “Company,” “we,” “us” or “our”), will be held at [  ] a.m. Eastern Time, on [    ], 2025, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

The Special Meeting will be held solely in a virtual meeting format online at www.virtualshareholdermeeting.com/AVDX2025SM. Only holders of record of our common stock, $0.001 par value per share (“Company Common Stock”), at the close of business on [    ], 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement of the Special Meeting by visiting www.virtualshareholdermeeting.com/AVDX2025SM. To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The Special Meeting will begin promptly at [  ] a.m. Eastern Time. Online check-in will begin at [  ] a.m. Eastern Time, and you should allow ample time for the online check-in procedures.

To ensure your shares of Company Common Stock are voted at the Special Meeting, you may submit your vote over the Internet, by telephone or by completing, signing and returning a proxy card. A list of stockholders of record will be available in our office located at 1210 AvidXchange Lane, Charlotte, North Carolina 28206, during regular business hours for a period of at least 10 days before the Special Meeting and on the Special Meeting webpage during the Special Meeting.

The presence at the Special Meeting, by remote communication or represented by proxy, of the holders of a majority of the voting power of the shares of the Company Common Stock issued and outstanding and entitled to vote in accordance with the Delaware General Corporation Law (the “DGCL”) as of the close of business on the Record Date will constitute a quorum for the transaction of business at the Special Meeting. While abstentions will be counted as present for purposes of determining the existence of a quorum, failure to vote or broker non-votes, if any, will not be counted as present for purposes of determining the existence of a quorum. The Company does not expect any broker non-votes because the rules applicable to banks, brokers or other nominees only provide discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine.

The affirmative vote of the holders of at least a majority of the shares of Company Common Stock outstanding and entitled to vote in accordance with the DGCL is required to approve the Merger Proposal. Each of the Merger Compensation Proposal and Adjournment Proposal requires the affirmative vote of the majority of the votes cast.

If you fail to return your proxy or to attend the Special Meeting, your shares of Company Common Stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

If your shares of Company Common Stock are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

Under Delaware law, stockholders (and beneficial owners) of the Company who do not vote in favor of the Merger Proposal (whether by voting against the Merger, abstaining or otherwise not voting with respect to the Merger), who properly demand an appraisal of their shares, who continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their shares of Company Common Stock through the effective date of the Merger, who otherwise comply with the statutory requirements of Section 262 of the DGCL (“Section 262”) and who do not withdraw their demands or otherwise lose their rights to appraisal, subject to the conditions of Section 262, will have the right to seek appraisal of the fair value of their shares of the Company Common Stock as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal before the vote on the Merger Proposal at the Special Meeting and comply with the other Delaware law procedures explained in the Proxy Statement. A copy of Section 262, which details the applicable Delaware appraisal statute, is attached to the Proxy Statement as Annex B and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

You may revoke your proxy at any time before the vote at the Special Meeting by following the procedures outlined in the Proxy Statement.

The Board recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the Merger Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

It is important that your shares of Company Common Stock be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Special Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet as described in the enclosed proxy materials. If you received a copy of the proxy card by mail, you may also sign, date and mail the proxy card in the enclosed return envelope to vote. Promptly voting your shares will ensure the presence of a quorum at the Special Meeting. Submitting your proxy now will not prevent you from voting your shares online at the Special Meeting if you desire to do so, as your proxy is revocable at your option.

You should carefully read and consider the entire Proxy Statement and the accompanying annexes including the Merger Agreement attached as Annex A, along with all of the documents incorporated by reference in the Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help submitting a proxy to have your shares of the Company Common Stock voted, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor, New York, New York 10022

Shareholders may call toll free: (866) 239-1763

Banks and Brokers may call collect: (212) 750-5833

By Order of the Board of Directors,

Michael Praeger

Chief Executive Officer and Chairman of the Board of Directors

Charlotte, North Carolina

[    ], 2025

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be

Held at [  ] a.m. Eastern Time, on [    ], 2025

This Notice of Special Meeting of Stockholders and the Proxy Statement and proxy card are available at

www.proxyvote.com.

Record Date. Stockholders of record as of the close of business on [    ], 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

Meeting Admission. You are entitled to attend the virtual Special Meeting only if you were a stockholder of the Company as of the close of business on the Record Date or hold a valid proxy for the Special Meeting. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/AVDX2025SM. You also will be able to vote your shares electronically at the Special Meeting. To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

Your vote is important to us. Whether or not you plan to attend the Special Meeting online, we encourage you to read the attached Proxy Statement and vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of a proxy card or voting instruction form by mail, you may submit your vote by completing, signing, dating and returning your proxy card or voting instruction form in the pre-addressed envelope provided, or by following the instructions on your proxy card or voting instruction form for voting over the Internet or by telephone. For specific instructions on how to vote, please refer to the “General Information” section of the Proxy Statement.

How to vote. Each stockholder of AvidXchange as of the close of business on the Record Date is entitled to one vote for each share of Company Common Stock held by them on all matters presented at the Special Meeting.

If you are a stockholder of record, you may vote your shares of Company Common Stock by the following procedures:

If you are a street name stockholder, you will receive voting instructions from your bank, broker or other nominee. You must follow the voting instructions provided by your bank, broker or other nominee in order to direct your bank, broker or other nominee on how to vote your shares. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your bank, broker or other nominee. Please note that if you are a street name stockholder, you will need your 16-digit control number found on your voting instruction form, special meeting notice or email delivery in order to attend and vote your shares at the Special Meeting. You should allow yourself enough time prior to the Special Meeting to obtain your 16-digit control number from your bank, broker or other nominee.

This proxy statement is dated [    ], 2025 and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about [    ], 2025.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the Merger, or determined if the information contained in

this document is accurate or adequate. Any representation to the contrary is a criminal offense.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

Acquisition Proposal means, other than the Transactions or any other proposal or offer from Parent or any of its Subsidiaries, any proposal or offer from a Third Party (or group of Third Parties) relating to (a) any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, of (i) 20% or more of the consolidated revenue, net income or assets of the Acquired Companies, taken as a whole, or (ii) 20% or more of the combined voting power of the Company; (b) any direct or indirect purchase or other acquisition, in a single transaction or series of related transactions, or a tender offer or exchange offer that if consummated would result in any person or group acquiring beneficial ownership of 20% or more of the combined voting power of the Company; or (c) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution, share exchange or other transaction involving the Company or any of its subsidiaries in which a Third Party (or group of Third Parties) or its or their shareholders, if consummated, would acquire 20% or more of the combined voting power of the Company or the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity.

Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, at the time of the Special Meeting.

Arrow Parent Holdings means TPG IX Arrow Parent Holdings, L.P.

Arrow Parent Holdings GP means Arrow Parent Holdings GenPar 2025, LLC.

Arrow Trust means The Arrow Holdings Business Trust.

Board means the board of directors of AvidXchange Holdings, Inc.

CEO Rollover Filing Parties means Mr. Michael Praeger, Green and Gold 2014 GRAT and Green and Gold 2015 GRAT.

Commitment Letters means the Debt Commitment Letter and the Equity Commitment Letters.

Company Common Stock means the common stock, $0.001 par value per share, of AvidXchange.

Company stockholders means the holders of Company Common Stock.

Company Stock Plans means the Company’s 2010 Stock Option Plan, 2017 Amendment and Restatement of the 2020 Stock Option Plan, Equity Incentive Plan, 2021 Long-Term Incentive Award Plan, and 2021 Employee Stock Purchase Plan, each as amended from time to time.

Corpay means Corpay, Inc.

Delaware Secretary of State means the Secretary of State of the State of Delaware.

DGCL means the General Corporation Law of the State of Delaware.

Enforcement Expenses means all reasonable, documented out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred in connection with a suit that results in a judgment against the Company for the Company Termination Fee or Parent for the Parent Termination Fee, as applicable, together with interest, which shall accrue on the Company Termination Fee, or the Parent Termination Fee, or portion thereof, as applicable, from the date such payment was required to be paid pursuant to the terms of the Merger Agreement until the date of payment, at the prime rate, plus 5%, as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Financing means the Debt Financing and the Equity Financing.

Fund IX means TPG Partners IX, L.P.

GAAP means U.S. generally accepted accounting principles.

Holdings means Arrow Holdings 2025, Inc.

Intermediate means Arrow Intermediate 2025, Inc.

Intervening Event means any Effect that (a) was not known by or reasonably foreseeable to the Board as of May 6, 2025, and (b) does not relate to (i) the mere fact, in each case in and of itself, that the Company meets or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period ending on or after the date hereof, or changes after May 6, 2025, in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing in this clause (i) may be considered and taken into account to the extent it would otherwise qualify under the foregoing clause (a)) or (ii) an Acquisition Proposal or Superior Proposal (or any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal or Superior Proposal), in each case that becomes known to or by the Board prior to adoption of the Merger Agreement by the Required Company Stockholder Approval.

Merger means the merger of Merger Sub with and into AvidXchange pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL, with AvidXchange surviving the Merger as a direct, wholly owned subsidiary of Arrow Borrower 2025, Inc.

Merger Agreement means the Agreement and Plan of Merger, dated May 6, 2025, by and among Parent, Merger Sub and the Company.

Merger Compensation Proposal means the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the Merger.

Merger Proposal means the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into AvidXchange, with AvidXchange continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Parent.

Merger Sub means Arrow Merger Sub 2025, Inc., a privately held Delaware corporation and a direct wholly owned subsidiary of Parent.

Option Consideration means an amount equal to the product obtained by multiplying (a) the aggregate number of shares of Company Common Stock subject to a Vested Company Option immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the exercise price per share of such Vested Company Option.

Parent means Arrow Borrower 2025, Inc., a privately held Delaware corporation.

Parent Filing Parties means (a) the TPG Filing Parties (as defined below) and (b) Corpay.

Person means any individual, firm, corporation, partnership (limited or general), limited liability company, incorporated or unincorporated association, joint venture, joint stock company, association, trust, governmental agency or instrumentality or other entity of any kind.

Purchaser Filing Parties means (a) the Parent Filing Parties, (b) Parent, (c) Merger Sub and (d) the CEO Rollover Filing Parties.

Required Company Stockholder Approval means the vote in favor of the adoption of the Merger Agreement from the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL.

RSU Consideration means an amount equal to the product obtained by multiplying (a) the aggregate number of shares of Company Common Stock underlying a Company RSU Award and (b) the Merger Consideration.

Securities Act means the Securities Act of 1933, as amended.

Special Meeting means the special meeting of the stockholders of AvidXchange to be held on [    ], 2025, at [  ] a.m. Eastern Time, and any adjournment or postponement thereof.

Subsidiary of a Person means any other Person with respect to which the first Person (i) has the right to elect a majority of the board of directors or other Persons performing similar functions or (ii) beneficially owns more than fifty percent (50%) of the voting stock (or of any other form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly through one or more other Persons; provided, that no direct or indirect portfolio company (as such term is generally understood in the private equity industry) of any investment funds or investment vehicles affiliated with, or managed or advised by, TPG, TPG Inc. or the TPG Guarantor shall be deemed to be a Subsidiary of any of the Parent Filing Parties.

Superior Proposal means a bona fide written Acquisition Proposal (except with respect to the definition of “Acquisition Proposal,” where references to 20% will be deemed to be references to 50%) made by a Third Party (other than resulting from a breach of the Company’s no-shop obligations (other than any such breach that is immaterial and unintentional)) which the Board determines in good faith, after consultation with its financial and outside legal advisors, taking into account such factors as the Board considers to be appropriate (including the conditionality, timing and likelihood of consummation thereof), is reasonably likely to be consummated in accordance with its terms and if consummated, would result in a transaction that is more favorable to holders of the Company Common Stock than the Transactions (taking into account any revisions to the Merger Agreement that would be made by Parent prior to the time of such determination, if any).

TPG Filing Parties means Intermediate, Holdings, Topco, Topco GP, Arrow Parent Holdings, Arrow Parent Holdings GP, Arrow Trust and Fund IX.

Topco means Arrow Parent 2025, L.P.

Topco GP means Arrow Parent GenPar 2025, LLC.

Transaction Committee means a committee established by the Board comprised solely of independent and disinterested members of the Board, consisting of Jim Hausman, Asif Ramji and AJ Rubado.

The following questions and answers are intended to briefly address some commonly asked questions you may have regarding the Special Meeting, the Merger Agreement, the Merger, the Rollover and the Transactions. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

On May 6, 2025, the Company entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of Parent. The Company is holding the Special Meeting of its stockholders to obtain stockholder approval of the Merger Proposal. We cannot complete the Transactions unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the shares of Company Common Stock outstanding and entitled to vote in accordance with the DGCL.

The Company, on behalf of the Board, is soliciting proxies for the Special Meeting. You are receiving this proxy statement because you own shares of Company Common Stock. This proxy statement includes important information about the Merger and the Special Meeting. The Company stockholders should read this information carefully and in its entirety. A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Your vote is very important—we urge you to submit your proxy as soon as possible. Please follow the instructions set forth on the enclosed proxy card (or voting instruction form provided by the record holder if your shares are held in the name of a bank, broker or other nominee).

We will pay for the cost of soliciting proxies. We have engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Innisfree a fee of $25,000, plus disbursements. We will also reimburse Innisfree for reasonable out-of-pocket expenses and will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition, we will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Company Common Stock and in obtaining voting instructions from those owners. In addition to sending you these materials, some of our employees or agents may contact you by telephone, by mail or in person. None of our employees will receive any extra compensation for providing those services.

The proposed transaction is the acquisition of the Company by Parent through the merger of Merger Sub with and into the Company, with the Company continuing as the Surviving Corporation. Following the Effective Time, the Company will be privately held as a wholly owned subsidiary of Parent. If the Merger is consummated, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any (a) shares of Company Common Stock (other than the Rollover Shares) owned directly by Parent, Merger Sub or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Company (such shares, the “Canceled Shares”) (which will be automatically canceled at the Effective Time for no consideration), (b) shares of Company Common Stock owned by record holders or beneficial owners who did not vote in favor of the Merger Proposal and who are entitled to demand and have properly made a demand for appraisal and do not thereafter fail to perfect, or do not effectively withdraw, or otherwise lose their appraisal rights in accordance with Section 262 (the “Dissenting Shares”) and (c) Rollover Shares) will be canceled and automatically converted into and will thereafter represent the right to receive the Merger Consideration. After the Merger is consummated, you will no longer have any rights as a Company Stockholder (except with respect to Dissenting Shares), nor will you be entitled to receive any shares in Parent or the Surviving Corporation.

Upon consummation of the Merger, you will be entitled to receive the Merger Consideration for each share of Company Common Stock that you own (unless you own Rollover Shares, in which case you will receive newly issued equity interests of Topco in accordance with the terms of the Rollover Agreement in respect of such Rollover Shares, or you do not vote in favor of the Merger Proposal and you are entitled to demand and have properly made a demand for appraisal and do not thereafter fail to perfect, or do not effectively withdraw or otherwise lose your right to appraisal under Section 262 with respect to such shares). Any shares of Company Common Stock (other than the Rollover Shares) owned directly by Parent, Merger Sub or any of their subsidiaries immediately prior to the Effective Time will be canceled and retired without any conversion thereof and will cease to exist and no payment will be made in respect thereof. Any Rollover Shares will be exchanged into newly issued equity interests of Topco in accordance with the terms of the respective Rollover Agreement. You will not be entitled to receive shares in the Surviving Corporation or in Parent as a result of the Merger.

The Merger Consideration represents a 22% premium over the closing price of the Company Common Stock of $8.20 on May 6, 2025, the last trading day prior to the public announcement of the execution of the Merger Agreement, a 16% premium over the 90-day volume weighted average price as of the same date and a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction involving the Company. On [    ], 2025, the last practicable day before the printing of this proxy statement, the closing price of the Company Common Stock on Nasdaq was $[    ] per share. You are encouraged to obtain current market quotations for the Company Common Stock.

In reaching its decision to approve the Merger Agreement and the Transactions, and to recommend our stockholders approve the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal, the Board consulted with our management, as well as the Company’s outside legal and financial advisors, and considered the terms of the proposed Merger Agreement and the Transactions. For a more detailed description of these factors, see the section of this proxy statement entitled “Special Factors—Recommendation of the Board and Reasons for the Merger.”

If you sell or transfer your shares of Company Common Stock before the consummation of the Merger, you will have transferred your right to receive the Merger Consideration in the Merger. To receive the Merger Consideration, you must hold your shares of Company Common Stock through consummation of the Merger.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies the Company in writing of such special arrangements, you will transfer the right to receive the Merger Consideration if the Merger is consummated to the person to whom you sell or transfer your shares of Company Common Stock, but you will have retained your right to vote such shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Company Common Stock after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or vote your shares via the Internet or telephone.

We currently anticipate that the Merger will be consummated in the fourth quarter of 2025, assuming satisfaction or waiver of all of the conditions to the Merger. However, because the Merger is subject to certain conditions, it is possible that factors outside the control of the Company and Parent could result in the Merger being consummated at a later time or not at all.

The Company Common Stock is currently registered under the Exchange Act and is listed on Nasdaq under the symbol “AVDX”. If the Merger is consummated, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent, and the Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.

If the Merger Proposal is not approved by our stockholders or if the Merger is not consummated for any other reason, the Company stockholders will retain their shares of Company Common Stock and will not receive any payment for such shares. Instead, the Company will remain an independent publicly traded company, the Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible the price of the Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Common Stock would return to the price at which it trades as of the date of this proxy statement.

Under specified circumstances, we may be required to pay the Company Termination Fee to an affiliate of TPG and Corpay pro rata in accordance with their respective portions of the Equity Financing upon the termination of the Merger Agreement as described under the section of this proxy statement entitled “The Merger Agreement—Termination Fees.”

In considering the recommendation of the Board (other than Mr. Praeger, who recused himself) with respect to the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger and in recommending that the Merger Proposal be approved by our stockholders. For a description of the interests of our directors and executive officers in the Merger, see the section of this proxy statement entitled “Special Factors—Interests of the Directors and Executive Officers of the Company in the Merger.”

The Company’s directors and executive officers have informed the Company that, as of the date of this proxy statement, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal. As of the close of business on the Record Date, the Company’s directors and executive officers (not including Mr. Praeger) and their affiliates beneficially owned, in the aggregate, [  ] shares of Company Common Stock, collectively representing approximately [  ]% of the voting power of the shares of Company Common Stock outstanding. For more information, see the section of this proxy statement entitled “The Special Meeting—Shares Held by Directors and Executive Officers.”

Yes. The Supporting Stockholders, who beneficially owned, in the aggregate, approximately [  ]% of the voting power of the Company Common Stock as of the Record Date, have entered into the Voting and Support Agreement. Pursuant to the Voting and Support Agreement, the Supporting Stockholders have agreed, among other matters, to vote all of their shares of Company Common Stock in favor of the Merger, subject to the terms and conditions contained in the Voting and Support Agreement. For additional information, see the section of this proxy statement entitled “The Merger Agreement—The Voting and Support Agreement.”

The compensation that will or may become payable by the Company to the Company’s named executive officers in connection with the Merger is certain compensation that is based on or otherwise relates to the Merger and payable to certain of the Company’s named executive officers pursuant to underlying plans and arrangements that

are contractual in nature. Compensation not described in the preceding sentence that will or may become payable by Parent or its affiliates (including, following the consummation of the Merger, the Surviving Corporation) to the Company’s named executive officers in connection with or following the Merger is not subject to this advisory vote. For further information, see the section of this proxy statement entitled “Proposal No. 2: The Merger Compensation Proposal.”

SEC rules require the Company to seek approval on a nonbinding, advisory basis with respect to certain compensation arrangements for the Company’s named executive officers in connection with the Merger. Approval of the Merger Compensation Proposal is not required to consummate the Merger.

Approval of the Merger Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Merger Compensation Proposal is on an advisory basis and will not be binding on the Company or Parent. Further, the underlying compensation plans and agreements are contractual in nature and are not, by their terms, subject to stockholder approval. Accordingly, payment of the Merger Compensation is not contingent on stockholder approval of the Merger Compensation Proposal.

Under the Merger Agreement, effective as of immediately prior to the Effective Time, each Company Option will be treated as follows:

If the exercise price per share of any Company Option is equal to or greater than the Merger Consideration, such Company Option will be automatically canceled and terminated without payment of any consideration to the holder thereof. All amounts payable with respect to the Company Options will be subject to deduction for any required tax withholding.

Under the Merger Agreement, effective as of immediately prior to the Effective Time, each Company RSU Award will be treated as follows:

All amounts payable with respect to the Company RSU Awards will be subject to deduction for any required tax withholding.

Our named executive officers are expected to have the option to elect to enter into an agreement with Topco and Holdings pursuant to which all or a portion of the Unvested Company RSU Awards held by them will be converted into Rollover RSU Awards. Each Rollover RSU Award will represent a number of Topco restricted common units determined by dividing the aggregate value of the Post-Closing Cash Award which would otherwise have been issued in respect of such Unvested Company RSU Awards pursuant to the Merger Agreement, by the fair market value per Topco unit at the Effective Time. Such Rollover RSU awards will be subject to the terms and conditions of the corresponding Unvested Company RSU Award (including continued employment through the applicable vesting date to satisfy any time-based vesting conditions and any accelerated vesting as a result of certain qualifying terminations of employment).

The exchange of Company Common Stock for cash pursuant to the Merger generally will require a U.S. Holder (as defined below under the section of this proxy statement entitled “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Common Stock”) to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash received by such U.S. Holder pursuant to the Merger (determined before deduction of any applicable withholding taxes) and such U.S. Holder’s adjusted tax basis in the shares of Company Common Stock surrendered pursuant to the Merger. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the consummation of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. There are limitations on the deductibility of capital losses. A Non-U.S. Holder (as defined below under the section of this proxy statement entitled “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Common Stock”) generally will not be subject to U.S. federal income tax with respect to the exchange of Company Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States. We recommend that you consult your tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances as well as any consequences arising under the laws of any state, local or foreign taxing jurisdiction or other tax laws. A discussion of material U.S. federal income tax consequences of the Merger to holders of Company Common Stock is provided under “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Common Stock.”

If the Merger is completed, holders of Company Common Stock who continuously hold shares of Company Common Stock through the Effective Time and who do not vote such shares in favor of the adoption of the Merger Agreement, and beneficial owners of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person who beneficially own shares of Company Common Stock through the Effective Time that are not voted in favor of the adoption of the Merger Agreement, and in either case who properly demand appraisal of their shares and do not withdraw their demands and who otherwise comply with the applicable requirements of Section 262, will be entitled to seek appraisal of the fair value of their shares of Company Common Stock in connection with the Merger under Section 262. Any appraisal amount determined by the court could be more than, the same as or less than the value of the Merger Consideration. Any stockholder or beneficial owner intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to the Company before the vote on the Merger Proposal at the Special Meeting and must not vote or otherwise submit a proxy in favor of the Merger Proposal. Failure to follow exactly the procedures and requirements specified under the DGCL will result in the loss of appraisal rights. The discussion of appraisal rights contained in this proxy statement is not a complete statement of the law pertaining to appraisal rights

under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex B and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights we encourage you to seek the advice of your own legal counsel. See the section of this proxy statement entitled “Special Factors—Appraisal Rights.”

You are entitled to attend the Special Meeting if you were a stockholder of the Company as of the close of business on [ ], 2025 (the “Record Date”) or if you hold a valid proxy for the Special Meeting. A list of stockholders of record will be available for inspection at the Special Meeting and for a period of 10 calendar days prior to the Special Meeting at our principal place of business during regular office hours, which is located at 1210 AvidXchange Lane, Charlotte, NC 28206.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/AVDX2025SM. You also will be able to vote your shares electronically at the Special Meeting.

To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.

The meeting webcast will begin promptly at [  ] a.m. Eastern Time on [    ], 2025. We encourage you to access the meeting prior to the start time. Online check-in will begin at [  ] a.m. Eastern Time, and you should allow ample time for the check-in procedures.

No. Beneficial holders can enter the meeting with their 16-digit control number found on their voting instruction form, special meeting notice or email delivery. Stockholders who hold their shares in street name should contact their bank, broker, or other nominee to obtain their 16-digit control number in order to be able to attend or vote at the Special Meeting.

You are being asked to consider and vote on the following proposals:

We know of no other business that will be presented at the Special Meeting. If any other matter properly comes before the stockholders for a vote at the Special Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page at least 15 minutes prior to the start of the meeting.

You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents that are referred to in this proxy statement, as well as the related Schedule 13E-3, including the exhibits thereto, as they contain important information about, among other things, the Merger and how it affects you. Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please sign, date and return, as promptly as possible, your proxy card in the postage-paid envelope provided, or grant your proxy electronically over the Internet or by telephone (using the instructions that accompanied your proxy materials) to ensure that your shares of Company Common Stock are represented and can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the instructions provided by your bank, broker or other nominee to see which of the above described choices are available to you.

No. You should not send in any documents evidencing ownership of shares of Company Common Stock with the proxy card. If the Merger is consummated, the Paying Agent will send each holder of record of shares of Company Common Stock as of immediately prior to the Effective Time a letter of transmittal and instructions that explain how to exchange shares of Company Common Stock for the Merger Consideration. If you are a beneficial owner of shares of Company Common Stock held in “street name,” you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to effect the surrender of your shares.

Stockholders of record as of the close of business on [    ], 2025, the Record Date, are entitled to cast one vote per share of Company Common Stock on all items being voted on at the Special Meeting. You may vote all shares owned by you as of that time, including (a) shares held directly in your name as the stockholder of record, and (b) shares held for you as the beneficial owner through a bank, broker or other nominee. At the close of business on the Record Date, there were [    ] shares of Company Common Stock outstanding and entitled to vote in accordance with the DGCL at the Special Meeting.

A quorum must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, by remote communication or represented by proxy, of the holders of a majority of the voting power of the shares of Company Common Stock issued and outstanding and entitled to vote in accordance with the DGCL on the Record Date will constitute a quorum.

If a quorum is not present at the Special Meeting, under the Company’s Second Amended and Restated Bylaws (the “Bylaws”), either the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority of the voting power of the shares entitled to vote on the matter who are present in person or represented by proxy at the meeting, may adjourn the meeting.

If you properly vote or submit a proxy, even if you vote “AGAINST” a proposal or vote to “ABSTAIN” in respect of a proposal, your shares of Company Common Stock will be counted for purposes of calculating whether a quorum is present. Failure to vote or broker non-votes, if any, will not be counted as present for purposes of determining the existence of a quorum.

As of the close of business on the Record Date, there were [    ] shares of Company Common Stock outstanding.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on certain “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your shares with respect to such matters. A “broker non-vote” results when banks, brokers or other nominees return a valid proxy voting upon a matter or matters for which the applicable stock exchange rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on

such proposal and have not received specific voting instructions from the beneficial owner. We do not expect any broker non-votes at the Special Meeting because the proposals in this proxy statement are all non-routine matters. Broker non-votes, if any, will not be counted as present for purposes of determining a quorum at the Special Meeting. Additionally, broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have an effect on the outcome of the Merger Compensation Proposal or the Adjournment Proposal.

The approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of Company Common Stock outstanding and entitled to vote in accordance with the DGCL. Accordingly, an abstention, failure to vote or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of the Merger Compensation Proposal requires the affirmative vote of the majority of the votes cast at the Special Meeting. Accordingly, an abstention, failure to vote or a broker non-vote, if any, will have no effect on the Merger Compensation Proposal.

Because the vote on the Merger Compensation Proposal is advisory only, it will not be binding on either the Company or Parent. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the Company stockholders on the Merger Compensation Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast at the Special Meeting. Accordingly, an abstention, failure to vote or a broker non-vote, if any, will have no effect on the Adjournment Proposal.

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum at the Special Meeting. As noted above, abstentions will have the same effect as votes “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

The Board, after considering the various factors described under the section of this proxy statement entitled “Special Factors—Recommendation of the Board and Reasons for the Merger,” by the unanimous vote of the Company’s directors present and voting (constituting all the independent members of the Board), (a) determined that the Merger Agreement and the Transactions, including the Merger, are fair to, advisable and in the best interests of the Company and its stockholders, (b) approved the execution, delivery and performance of the Merger Agreement and the Transactions, including the Merger, and (c) resolved to recommend adoption of the Merger Agreement by the Company stockholders.

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

Even if you plan to attend the virtual Special Meeting online, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to participate in the Special Meeting.

Each stockholder of AvidXchange as of the close of business on the Record Date is entitled to one vote for each share of Company Common Stock held by it on all matters presented at the Special Meeting.

If you are a stockholder of record, you may vote your shares of Company Common Stock by the following procedures:

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on [    ], 2025.

If you are a street name stockholder, you will receive voting instructions from your bank, broker or other nominee. You must follow the voting instructions provided by your bank, broker or other nominee in order to direct your bank, broker or other nominee on how to vote your shares. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your bank, broker or other nominee. Please note that if you are a street name stockholder, you will need your 16-digit control number found on your voting instruction form, special meeting notice or email delivery in order to attend and vote your shares at the Special Meeting. You should allow yourself enough time prior to the Special Meeting to obtain your 16-digit control number from your bank, broker or other nominee.

Even if you plan to attend the Special Meeting online, you are strongly encouraged to vote your shares of Company Common Stock by proxy as soon as possible.

A record holder holds shares in their own name, and such shares are registered with our transfer agent, Broadridge Financial Solutions, LLC (“Broadridge”). Shares held in “street name” means that the shares are held in the name of a bank, broker or other nominee on a person’s behalf. If your shares are held in “street name,” you are considered the “beneficial owner” of those shares. As the beneficial owner, you have the right to direct your bank, bank or other nominee how to vote.

Yes. If you are a beneficial owner whose shares are held in street name you have the right to direct your bank, broker or other nominee how to vote your shares, and the bank, broker or other nominee is required to vote your shares in accordance with your instructions. You may also vote your shares electronically during the Special Meeting by attending the virtual Special Meeting online and voting your shares at that time. However, since a beneficial owner is not the stockholder of record, you should follow the procedures of your bank, broker or other nominee for obtaining a legal proxy to vote your shares of Company Common Stock live at the Special Meeting.

Not without your direction. Your bank, broker or other nominee is permitted to vote your shares of Company Common Stock on “non-routine” proposals only if you instruct such bank, broker or nominee on how to vote. Each of the proposals in this proxy statement are non-routine matters, and therefore brokers, banks and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your bank, broker or other nominee on how you wish to vote your shares.

You should follow the procedures provided by your bank, broker or other nominee to instruct them, as applicable, to vote your shares of Company Common Stock. Without such instructions, your shares will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have an effect on the outcome of the Merger Compensation Proposal or the Adjournment Proposal.

The required vote to approve the Merger Proposal is based on the total number of shares of Company Common Stock outstanding and entitled to vote in accordance with the DGCL as of the close of business on the Record Date, not just the shares that are voted at the Special Meeting. If you do not vote, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Since the required vote for the Merger Compensation Proposal and the Adjournment Proposal is a majority of votes cast, the failure to vote your shares will not have an effect on the outcome of the Merger Compensation Proposal or the Adjournment Proposal.

Yes. If you are the stockholder of record, you may change your vote by: (a) granting a new proxy bearing a later date (including a proxy via telephone or Internet) and returning it to us prior to the Special Meeting; (b) providing a written notice of revocation to the Corporate Secretary of AvidXchange, in writing, at AvidXchange Holdings, Inc., 1210 AvidXchange Lane, Charlotte, NC 28206, prior to your shares being voted at the Special Meeting; or (c) attending the virtual Special Meeting online and voting your shares electronically during the Special Meeting. Participation in the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or affirmatively vote your shares at the Special Meeting.

If you are a street name stockholder, you should contact your bank, broker or other nominee for instructions on how to change your proxy vote.

If you hold shares as the stockholder of record, your vote must be received before the polls close during the Special Meeting. Internet and telephone voting by proxy will close at 11:59 p.m. Eastern Time, on [    ], 2025, the day before the Special Meeting.

If you are the beneficial owner of shares held through a bank, broker or other nominee, please follow the voting instructions provided by your bank, broker or other nominee.

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Company Common Stock. 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 of Company Common Stock is called a “proxy card.” The Board has designated Joel Wilhite and Ryan Stahl, each of them with full power of substitution, as proxies for the Special Meeting.

If you hold shares of Company Common Stock in “street name,” or through more than one bank, broker or other nominee, and also directly as a record holder or otherwise, you may receive more than one proxy or set of voting instructions relating to the Special Meeting. These should each be executed and returned separately in accordance with the instructions provided in this proxy statement to ensure that all of your shares of Company Common Stock are voted.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, known as your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process, or when filling out your 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 submit a proxy but do not indicate how your shares should be voted on a matter, the shares represented by your properly signed proxy card will be voted “FOR” each of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal, in accordance with the recommendations of the Board.

A representative of [      ], our inspector of election, will tabulate and certify the votes.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You are entitled to participate in the virtual Special Meeting only if you were a stockholder as of the close of business on [    ], 2025, or if you hold a valid proxy for the Special Meeting. After consideration of the appropriate format of the Special Meeting, the Board chose a virtual meeting format for the Special Meeting in an effort to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. The virtual meeting format will allow our stockholders to engage with us at the Special Meeting from any geographic location, using any convenient Internet-connected devices, be it a phone, tablet or computer. In addition, hosting a virtual Special Meeting reduces the costs of the Special Meeting.

You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/AVDX2025SM. You also will be able to vote your shares electronically at the Special Meeting.

To participate in the Special Meeting (including voting your shares), you will need the 16-digit control number found on your proxy card or voting instruction form in order to participate in the Special Meeting. If you encounter technical difficulties accessing the Special Meeting or during the Special Meeting, a support line will be available on the login page of the Special Meeting website.

The meeting webcast will begin promptly at [  ] a.m. Eastern Time on [    ], 2025. We encourage you to access the meeting prior to the start time. Online check-in will begin at [  ] a.m. Eastern Time, and you should allow ample time for the check-in procedures.

We intend to publish the final results of the Special Meeting in a Current Report on Form 8-K that we will file with the SEC following the Special Meeting. All reports that we file with the SEC are publicly available when filed. See the section of this proxy statement entitled “Where You Can Find More Information.”

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of Company Common Stock, please contact the Company’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (866) 239-1763

Banks and Brokers may call collect: (212) 750-5833

This proxy statement, and the documents to which AvidXchange refers you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by AvidXchange or on its behalf, contain certain information, including financial estimates and statements as to, among other things, the expected timing of the closing of the Transactions; any anticipated effects of the announcement, pendency or completion of the Transactions on the value of the Company Common Stock; the ability of the parties to the Merger Agreement to obtain any required regulatory approvals in connection with the Transactions and to complete the Transactions considering the various closing conditions; the availability of the Debt Financing and Equity Financing; the expected benefits of the Transactions; expenses related to the Transactions and any potential future costs; the Company’s future growth and financial results, business strategy, value provided to customers and competitive position; the Company’s plans with respect to the 2026 Annual Meeting of Stockholders, if any; and any assumptions underlying any of the foregoing, which may constitute forward-looking statements.

All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,” “should,” “will,” “may,” “would,” “might,” “considered,” “potential,” “predict,” “projection,” “estimate,” “forecast,” “continue,” “likely,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. The absence of such terminology does not mean that a statement is not forward-looking.

The forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond its control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others:

Consequently, all of the forward-looking statements the Company makes in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, the information contained under the section of this proxy statement entitled “Where You Can Find More Information.” No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, the Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are cautioned not to place undue reliance upon any of these forward-looking statements. Stockholders are advised, however, to consult any future disclosures the Company makes on related subjects as may be detailed in its other filings made from time to time with the SEC.

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and 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.

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board, together with members of Company management, regularly reviews, considers and assesses the Company’s performance, future growth prospects, evolving industry landscape, customer opportunities, product portfolio and overall strategic direction in light of the current and anticipated business and economic environment and in consideration of the Company’s long-term business strategy to enhance value for Company stockholders. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as compared to the benefits and risks of the Company’s continued operation as a standalone company. The Board has also regularly engaged with Company stockholders to discuss their perspectives on the Company’s strategic and financial direction.

The Company engaged Financial Technology Partners LP and FTP Securities LLC (collectively, “FT Partners”) as its financial and strategic advisor pursuant to an engagement letter dated as of August 24, 2010. Between 2010 and 2021, FT Partners acted as an advisor to the Company in connection with a number of debt and equity capital raises and other matters. Additionally, on five separate occasions between 2010 and 2016, entities controlled by Steve McLaughlin, Managing Partner of FT Partners, invested in equity securities of the Company for a total of 1,369,630 shares. The Company and FT Partners entered into an amended and restated engagement letter dated as of February 19, 2021, pursuant to which the Company paid $50,000,032.91 in cash to FT Partners. FT Partners agreed to immediately invest such amount in the Company at a price of $49.012 per share for a total of 1,020,159 shares, which such shares were transferred by FT Partners to an entity controlled by Mr. McLaughlin. Following the completion of a four-for-one forward stock split of the Company’s stock on September 30, 2021, entities controlled by Mr. McLaughlin owned a total of 9,559,156 shares of the Company’s common stock.

TPG first explored a possible investment in the Company in 2020, prior to the Company’s initial public offering in October 2021. From that time through the commencement of this process, from time to time representatives of TPG discussed the performance of the Company with certain members of Company management.

Among other inbound inquiries and introductory meetings, the Company had preliminary discussions beginning in April 2023 regarding a possible strategic combination with a business unit of Corpay. Such discussions were preliminary and exploratory in nature, and did not result in any actionable proposal.

On July 31, 2024, the Company announced its financial results for the second quarter of 2024. In its earnings press release, the Company adjusted its guidance for fiscal year 2024, with expected revenue adjusted downward from a range of $442-448 million to $436-$439 million. Following this announcement, the Company’s stock price declined from $12.72 as of the close of business on July 30, 2024, to $8.94 as of the close of business on July 31, 2024.

During August and September 2024, certain members of Company management and the Board received a number of inbound inquiries from third parties regarding a possible sale of the Company. In connection with such inbound inquiries, representatives of FT Partners and members of Company management, including Michael Praeger, the Chief Executive Officer of the Company, held introductory meetings with representatives of several financial sponsors, including three financial sponsors (“Sponsor A”, “Sponsor B” and “Sponsor C”, respectively). Such discussions were preliminary and exploratory in nature, and did not result in any actionable proposal. Members of Company management provided updates to the Board on these inbound inquiries and introductory meetings at its regularly scheduled meetings.

From time to time, members of Company management meet with representatives of other companies in the industry in which it operates to discuss industry conditions and other business matters. On September 16, 2024, during one such meeting to discuss operational matters between members of Company management, including

Mr. Praeger, and management of Corpay, including Ronald Clarke, the Chief Executive Officer of Corpay, Mr. Clarke indicated to Mr. Praeger that Corpay may be interested in a strategic transaction involving the Company at some point, but the parties did not discuss any specifics, including with respect to any price or terms.

On September 24, 2024, the Board held a regularly scheduled meeting. During the executive session of the Board, during which members of Company management and representatives of the Company’s legal counsel, Latham & Watkins LLP (“Latham”), were present, representatives of Latham advised the Board on their fiduciary duties with respect to the inbound inquiries and a member of Company management updated the Board on the inbound inquiries received to date. Members of Company management provided the Board with a list of third parties that members of Company management had determined, with input from representatives of FT Partners and members of the Board, may be interested in a potential transaction involving the Company, and the Board discussed conducting a market check to better understand potential interest in a transaction involving the Company. Following discussion, the Board determined that a market check involving a limited set of bidders would be beneficial to informing the Board’s overall view of strategic alternatives while presenting limited distraction to Company management from the ordinary course operation of the business. In light of the potential for market leaks and competitive dynamics, the Board determined that it would be in the best interests of the Company to gauge interest from a select number of financial sponsors with expertise in the industry in which the Company operates, including by virtue of such financial sponsors owning strategic portfolio companies. The Board directed Company management to continue to work with FT Partners to update the Company’s preliminary valuation framework and to conduct discussions and enter into confidentiality agreements with certain third parties that the Board determined were most likely to be interested in and able to complete a transaction involving the Company. Following discussion with representatives of Latham, the Board also directed Company management to not have any conversations with any third parties about an equity rollover or other employment terms unless and until approved by the Board.

Following the direction of the Board, and during the course of this process, from September 2024 through April 2025, the Company entered into confidentiality agreements with ten counterparties, including TPG and Corpay. Each of the confidentiality agreements contained a standstill provision that terminated upon the Company entering into a definitive agreement for a sale of the Company and otherwise permitted the applicable counterparty to make confidential proposals at any time to the Board.

On October 18, 2024, members of Company management, including Mr. Praeger, met with a representative of a financial sponsor (“Sponsor D”). During this meeting, the representative of Sponsor D expressed an interest in discussing a potential transaction involving the Company.

On November 4, 2024, the Audit Committee of the Board (the “Audit Committee”) held a regularly scheduled meeting. During an executive session, at which representatives of Latham were present, members of the Audit Committee discussed the Company’s results of operations, trend lines and future headwinds, and certain members of the Audit Committee expressed their opinion that the Company should consider a sale process in light of these factors.

On November 14, 2024, and again on November 22, 2024, members of Company management, including Mr. Praeger, met with a representative of a financial sponsor (“Sponsor E”) to discuss a potential transaction involving the Company.

On November 21, 2024, members of Company management, including Mr. Praeger, met with representatives of Sponsor A and one of its portfolio companies to discuss a potential transaction involving the Company.

On November 25, 2024, members of Company management, including Mr. Praeger, and a representative of FT Partners met with representatives of Sponsor D to discuss a potential transaction involving the Company.

On December 10, 2024, members of Company management and the Board met in a working session to discuss potential strategic transactions and other matters, which members of Company management and the Board did from time to time. Representatives of FT Partners and Latham were present at the meeting. Representatives of FT Partners and members of Company management summarized the meetings and discussions that members of Company management had to date with potential interested parties. With respect to the market check previously discussed by the Board, members of Company management provided the Board with an updated list of third parties that members of Company management had determined, with input from representatives of FT Partners

and members of the Board, may be interested in a potential transaction involving the Company, and the Board discussed the ongoing need to maintain confidentiality and limit distractions to Company management in connection with the market check. Members of Company management and representatives of FT Partners provided an update on their work in preparing the Company’s preliminary valuation framework. Representatives of Latham and the Board then discussed the possibility of forming a transaction committee to support a possible sale process, and determined to discuss this further at the next meeting of the Board.

On December 11, 2024, a representative of Barclays had a call with Mr. Praeger as a part of its routine coverage of the Company to discuss general market conditions, industry developments and other topics. On that call, the Barclays representative discussed their views of potential parties that may be interested in acquiring the Company if it was considering a sale, including TPG. The Barclays representative offered to connect the Company and TPG if the Company was interested. Upon agreement by the Company, the Barclays representative subsequently connected certain representatives of TPG to Mr. Praeger on December 12, 2024. Later that day, representatives of TPG had a conversation with members of Company management, including Mr. Praeger, and expressed interest in a potential transaction involving the Company.

On December 13, 2024, members of Company management, including Mr. Praeger, and a representative of FT Partners met with representatives of a financial sponsor (“Sponsor F”) to discuss a potential transaction involving the Company.

Also on December 13, 2024, a representative of Sponsor C reached out to a representative of FT Partners indicating continued interest in discussing a potential transaction involving the Company. A representative of FT Partners reconnected the representative of Sponsor C with Mr. Praeger on December 15, 2024.

During the week of December 15, 2024, members of Company management, including Mr. Praeger, met with representatives of TPG to discuss a potential transaction involving the Company.

On December 17, 2024, members of Company management, including Mr. Praeger, and a representative of FT Partners met with representatives of Sponsor B to discuss a potential transaction involving the Company.

On December 18, 2024, the Board held a regularly scheduled meeting at which members of Company management and representatives of Latham and FT Partners were present. A representative of FT Partners summarized the meetings and discussions that members of Company management had to date with potential interested parties, including TPG, and reviewed FT Partners’ preliminary financial analysis of the Company based on the December 2024 Forecasts (as defined in the section of this proxy statement entitled “Special Factors—Certain Financial Forecasts”). A representative from Latham again advised the Board on their fiduciary duties with respect to a potential transaction involving the Company and other legal considerations related to exploring potential transaction options. Based on the discussions and interest to date, the Board determined it was advisable to continue gauging the various parties’ interest in acquiring the Company, including through the portfolio companies of various financial sponsors, and to conduct a process to solicit bids from those parties for a potential transaction. During the meeting, the Latham representatives disclosed that Latham has historically represented and currently represents Sponsor A, Sponsor B, Sponsor D, Sponsor E and Sponsor F, in each case, or the majority owned portfolio companies thereof, on matters unrelated to the Company, noting that while each of such sponsors is a client, none of such sponsors accounted for 1% or more of Latham’s revenues over the last two years. During the executive session of the Board, the Board discussed and approved the formation of a transaction committee comprised of Jim Hausman, Asif Ramji and AJ Rubado to more efficiently provide oversight, direction and feedback to Company management and the Company’s financial advisors and to assist the Board in fulfilling its responsibilities in connection with the evaluation of potential strategic alternatives available to the Company. The materials that were reviewed by representatives of FT Partners at this meeting are filed as Exhibit (c)(13) to the Schedule 13E-3, of which this proxy statement forms a part.

On December 19, 2024, members of Company management, including Mr. Praeger, met with representatives of a financial sponsor (“Sponsor G”) to discuss a potential transaction involving the Company.

On December 30, 2024, the Transaction Committee held a meeting, during which the General Counsel of the Company and representatives of Latham were present. At the meeting, the Transaction Committee discussed certain relationships and potential issues involving FT Partners and Mr. McLaughlin, including FT Partners’ and Mr. McLaughlin’s long-standing relationship with the Company and Company management, the significant ownership stake in the Company beneficially owned by Mr. McLaughlin, the significant fee that would be

payable to FT Partners upon the consummation of a strategic transaction involving the Company, the employment by affiliates of Mr. McLaughlin of a family member of Mr. Praeger’s and that the engagement letter between the Company and FT Partners did not provide that FT Partners would render a fairness opinion in connection with a strategic transaction involving the Company, and discussed with representatives of Latham the advisability of engaging a co-lead financial advisor to provide strategic advice and render a fairness opinion in a possible transaction in light of these potential relationships and issues. The Transaction Committee determined to consider the matter further at a subsequent meeting.

On January 6, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham were present. The Transaction Committee met in executive session with the General Counsel of the Company and the representatives of Latham prior to the meeting. During the meeting of the Transaction Committee, a member of Company management provided an update on the meetings and strategic discussions that members of Company management had to date with potential interested parties. A member of Company management also presented the December 2024 Forecasts to the Transaction Committee, which were based on management’s growth plan. The Transaction Committee discussed the December 2024 Forecasts and understood that such projections were optimistic and represented an upside case. The Transaction Committee and representatives of Latham then continued their discussion from the December 30, 2024 meeting of the Transaction Committee regarding the potential engagement of a co-lead financial advisor in connection with a sale process, and the Transaction Committee determined that engaging a co-lead financial advisor, including to render a fairness opinion in a possible transaction, was in the best interests of the Company and its stockholders. The Transaction Committee discussed potential financial advisors, and ultimately selected Barclays, based upon (among other matters) Barclays’ familiarity with the Company from its initial public offering, its investment banking experience in the industry in which the Company competes and its significant experience and expertise in similar transactions (including in co-advisor arrangements). The Transaction Committee authorized Company management to provide the December 2024 Forecasts (other than Unlevered Free Cash Flow, as defined in the section of this proxy statement entitled “Special Factors—Certain Financial Forecasts”) to potential bidders and authorized members of Company management to contact representatives of Barclays to discuss their engagement as co-lead financial advisor.

On January 8, 2025, members of Company management, including Mr. Praeger, and a representative of FT Partners met with representatives of TPG to discuss a potential transaction involving the Company.

On January 9, 2025, members of Company management, including Mr. Praeger, met with representatives of Sponsor E to discuss a potential transaction involving the Company.

On January 10, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham were present. During the meeting, a member of Company management provided an update on the meetings and discussions that members of Company management had to date with potential interested parties. The Transaction Committee and representatives of Latham then discussed the engagement of Barclays as co-lead financial advisor, and a representative of Latham presented an illustrative process timeline that was prepared by representatives of FT Partners. A member of Company management then led a discussion with the Transaction Committee regarding potential next steps in connection with a possible sale process. The materials that were prepared by representatives of FT Partners and reviewed by representatives of Latham at this meeting are filed as Exhibit (c)(14) to the Schedule 13E-3, of which this proxy statement forms a part.

From January 10, 2025 through January 12, 2025, representatives of Barclays and Mr. Rubado had a number of discussions regarding Barclays’ role as co-lead financial advisor of the Company and immediate next steps on the potential sale process.

On January 12, 2025, a representative of TPG had a call with Mr. Praeger to discuss a potential transaction involving the Company.

During the morning of January 13, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham and Barclays were present. Representatives of Barclays reviewed the sale process undertaken to date, including the financial sponsors then in the process, the five financial sponsors and one strategic company previously considered by the Company but not included in the process as of such time, and six additional financial sponsors and five additional strategic parties that might be considered for inclusion in the process, and led a discussion with the Transaction Committee regarding whether to reach out to additional third parties in connection with a potential sale process. Following a discussion of the

risks and benefits of reaching out to additional third parties, including the competitive risks associated with engaging with certain strategic parties, the Transaction Committee determined that it was not in the best interests of the Company to invite additional parties to participate in the process at the time. The materials that were prepared by representatives of Barclays and reviewed by representatives of Latham at this meeting are filed as Exhibit (c)(2) to the Schedule 13E-3, of which this proxy statement forms a part.

During the afternoon of January 13, 2025, the Transaction Committee reconvened at a meeting, at which members of Company management and representatives of Latham and FT Partners were present. Mr. Rubado provided an update on Barclays’ participation as co-lead financial advisor.

On January 14, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. The Transaction Committee discussed the respective roles of Barclays and FT Partners as co-lead financial advisors and directed that both financial advisors participate in all future substantive communications with potential bidders, where feasible. The Transaction Committee discussed next steps in the sale process, including the terms of the process letters prepared by the Company’s advisors.

On January 15, 2025, at the direction of the Transaction Committee, representatives of Barclays and FT Partners shared an initial process letter with each of Sponsor A, Sponsor B, Sponsor D, Sponsor E, Sponsor F and TPG. The process letters provided for a deadline of January 28, 2025, for first-round bids. Data room access was made available to these six parties the next day.

On January 16, 2025, members of Company management, including Mr. Praeger, met with representatives of Sponsor C to discuss a potential transaction involving the Company. On January 18, 2025, at the direction of the Transaction Committee, representatives of FT Partners and Barclays shared the initial process letter with, and provided data room access to, Sponsor C.

On January 17, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of FT Partners and Barclays provided an update on the process, and the Transaction Committee discussed the expected timeline of potential bids and the due diligence process. A representative of Latham then provided a summary of the draft Merger Agreement that had been prepared by Latham and discussed with the Transaction Committee specific terms of the draft Merger Agreement, including the go-shop provision and applicability and ranges of termination fees. Representatives of FT Partners and Barclays exited the meeting, and the Transaction Committee met in an executive session to discuss the terms of the draft engagement letter with Barclays.

During the week of January 20, 2025, members of Company management and representatives of Barclays and FT Partners held several financial and business due diligence calls with each of TPG, Sponsor A, Sponsor D and Sponsor F.

On January 22, 2025, representatives of Sponsor B informed representatives of Barclays and FT Partners that Sponsor B had decided to exit the process as Sponsor B did not expect to arrive at a valuation that would be compelling to Company stockholders.

On January 24, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays and FT Partners provided an update on the process, including that Sponsor B had exited the process and that they did not expect to receive a bid from Sponsor C or Sponsor E given their level of engagement to date. Representatives of FT Partners then left the meeting, and representatives of Barclays reviewed its preliminary valuation analysis based on the December 2024 Forecasts. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibits (c)(3), (c)(15) and (c)(16) to the Schedule 13E-3, of which this proxy statement forms a part.

Also on January 24, 2025, the Company entered into an engagement letter with Barclays regarding its role as a co-lead financial advisor in connection with a potential transaction.

On January 27, 2025, representatives of Sponsor F informed representatives of Barclays and FT Partners that Sponsor F had decided to exit the process as Sponsor F did not expect to arrive at a valuation that would be compelling to Company stockholders.

On January 28, 2025, Sponsor D submitted a preliminary, non-binding indicative proposal for the Company of $10.75 to $11.25 per share in cash (the “Sponsor D Bid”). In the Sponsor D Bid, Sponsor D indicated that it expected to fund the transaction with a combination of equity from its investment funds, co-investors and third-party debt financing, and that it expected to complete confirmatory due diligence and sign a transaction within approximately four to six weeks.

Also on January 28, 2025, representatives of Sponsor A informed Mr. Praeger that Sponsor A had decided to exit the process due to slowing growth trends in the business and a lack of visibility towards reaccelerating future growth.

On January 29, 2025, members of Company management and representatives of Barclays and FT Partners met with representatives of TPG to discuss the Company’s business and opportunities. Representatives of the Company and TPG had a follow-up call regarding the Company’s revenue outlook on January 30, 2025, and held a further follow-up call on February 2, 2025.

On January 30, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays and FT Partners and a member of the Company management provided an update on the sale process, including that they expected to receive a bid from TPG later that week, and reviewed a summary of the Sponsor D Bid. The Transaction Committee discussed potentially reaching out to additional parties, but determined to wait until the Company had received a bid from TPG.

On January 31, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays and FT Partners and a member of the Company management provided an update on the process since the last meeting of the Board, including a summary of the Sponsor D Bid. A member of Company management shared preliminary guidance for fiscal year 2025 for the Company in connection with the Board’s consideration of the Company’s potential path and growth opportunities if the Company was to remain a standalone company. The Board discussed with Company management and representatives of Barclays and FT Partners this guidance and how a decline in the Company’s stock price was likely to impact the sale process and result in lower bid prices and less value for Company stockholders. The Board then directed the Transaction Committee to continue stewarding the sale process. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibit (c)(4) to the Schedule 13E-3, of which this proxy statement forms a part.

Later on January 31, 2025, TPG submitted a non-binding indicative offer for the Company of $12.00 to $13.00 per share in cash (the “January 31 TPG Bid”). In the January 31 TPG Bid, TPG indicated that it expected to fund the transaction with a combination of new equity from managed investment funds and third-party debt financing, and that it expected to complete confirmatory due diligence and sign a transaction within six weeks. In the January 31 TPG Bid, TPG stated that the bid assumed that the Company would be able to maintain a specified growth rate in the near-term and to then accelerate that growth rate going forward.

Following their initial expressions of interest, neither Sponsor C and Sponsor E engaged in due diligence or submitted a bid for the Company.

On February 3, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays and FT Partners reviewed and compared the Sponsor D Bid and the January 31 TPG Bid, including with respect to offer price, transaction structure and source of funds, diligence requirements and expected time to completion. A member of Company management then presented revised assumptions and lowered forecasts driving a new long-range plan based on the Company’s actual performance during the initial portion of the first quarter of 2025 and changes in the macroenvironment. During the meeting, the Latham representatives also disclosed that Latham has historically represented and currently represents TPG, Sponsor A, Sponsor B, Sponsor C, Sponsor D, Sponsor E and Sponsor F, in each case, or the majority owned portfolio companies thereof, on matters unrelated to the Company, noting that while each of such sponsors is a client, none of such sponsors accounted for 1% or more of Latham’s revenues over the last two years. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibits (c)(5) and (c)(17) (pages. 10-13 thereof), respectively, to the Schedule 13E-3, of which this proxy statement forms a part.

From time to time, Latham has provided services to TPG and its portfolio companies on matters unrelated to the Company or the transactions contemplated by the Merger Agreement, including unrelated services during the course of the Company’s sale process. From January 1, 2023 through May 6, 2025, the date of the execution of the Merger Agreement, Latham received fees in an aggregate amount of approximately $57.7 million from TPG and its portfolio companies for such work.

Later on February 3, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Latham again advised the Board on their fiduciary duties in connection with their consideration of a potential transaction. Representatives of Barclays and FT Partners then reviewed and compared the Sponsor D Bid and the January 31 TPG Bid, including with respect to offer price, transaction structure and source of funds, diligence requirements and expected time to completion. Representatives of Barclays then left the meeting, and representatives of FT Partners reviewed its preliminary financial analysis of the Company based on the December 2024 Forecasts, and the Board was given the opportunity to discuss the material relationships disclosure prepared by FT Partners and provided to the Board prior to the meeting. Representatives of FT Partners then left the meeting, and representatives of Barclays rejoined the meeting and reviewed its preliminary financial analysis of the Company based on the December 2024 Forecasts, and the Board was given the opportunity to discuss the material relationships disclosure prepared by Barclays and provided to the Board prior to the meeting. Representatives of FT Partners then rejoined the meeting, and a member of Company management led a presentation on revised assumptions and lowered forecasts driving sensitivity alternatives to the December 2024 Forecasts, including with respect to volume and timing expectations on growth and partnership developments and opportunities. Following a discussion and a request by members of the Board to better understand the assumptions underlying the lowered forecasts, a member of Company management provided an overview of certain incremental revenue growth drivers identified by Company management that could improve the growth trajectory of the Company, and the Board directed Company management to focus on presenting these incremental revenue growth drivers to each of Sponsor D and TPG to see if they would increase their bids for the Company. During the meeting, the Latham representatives also disclosed its client relationships with TPG and other sponsors, which the representatives had disclosed during the meeting of the Transaction Committee held earlier in the day. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibits (c)(6) and (c)(17), respectively, to the Schedule 13E-3, of which this proxy statement forms a part.

On February 4, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. The Transaction Committee discussed potential responses to the Sponsor D Bid and the January 31 TPG Bid, and directed Company management to work with the Company’s financial advisors to prepare a presentation on the Company’s incremental revenue growth drivers and discuss such growth potential with each of Sponsor D and TPG. Following discussion with the Company’s advisors, the Transaction Committee determined to request revised bids from the parties by February 24, 2025, following further discussions between Company management and the parties regarding the Company’s growth potential.

On February 8, 2025, representatives of TPG shared a list of potential lenders for which TPG was seeking approval to contact regarding debt financing for the potential transaction. Following discussion with members of the Transaction Committee and representatives of Latham, and at the direction of the Transaction Committee, on February 10, 2025, representatives of Barclays and FT Partners confirmed on behalf of the Company that TPG was permitted to reach out to a subset of such lenders.

On February 10, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Members of Company management provided a summary of the incremental revenue growth drivers that Company management would plan to present to each of Sponsor D and TPG. At the request of members of the Transaction Committee to better understand the assumptions underlying the December 2024 Forecasts, members of Company management reviewed certain downside scenarios that Company management believed could occur in fiscal year 2025 and challenges facing the Company as a standalone company at its current size and scale.

On February 12 and 14, 2025, members of Company management met with representatives of each of Sponsor D and TPG, respectively, to discuss the Company’s growth potential and present the Company’s incremental revenue growth drivers.

On February 17, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A member of Company management provided an update on the meetings with Sponsor D and TPG, and the Transaction Committee discussed the Company’s business momentum so far during fiscal year 2025, including developments regarding certain incremental revenue growth drivers, and next steps regarding the sale process, including timing for sharing a draft Merger Agreement with the bidders.

On February 18, 2025, representatives of TPG requested an extension to the February 24 revised bid deadline. At the direction of the Transaction Committee, after taking into account other demands on Company management that would constrain bandwidth to also support TPG’s and Sponsor D’s due diligence requirements, representatives of Barclays and FT Partners extended the February 24 revised bid deadline for each of TPG and Sponsor D to March 24, 2025. Additional due diligence calls were held with TPG during the week of February 18, 2025.

On February 19, 2025, the Board held a special meeting at which members of Company management and representatives of Latham were present. A member of Company management led a discussion regarding volume and timing expectations on growth and partnership developments and opportunities and presented the February 2025 Forecasts, including a bridge to the December 2024 Forecasts. At the direction of the Board, the February 2025 Forecasts (other than Unlevered Free Cash Flow and Cash Savings from Utilization of Net Operating Losses) were shared with bidders prior to the March 24 revised bid deadline.

On February 20, 2025, Mr. Ramji received a call from a representative of Sponsor G expressing interest in a possible transaction with the Company. Mr. Ramji referred the representative of Sponsor G to representatives of Barclays for further discussions regarding a potential transaction.

On February 24, 2025, members of Company management held a due diligence call with representatives of Sponsor D.

On February 26, 2025, the Company released its earnings press release regarding the Company’s fourth quarter 2024 and full year 2024 earnings and guidance for fiscal year 2025. Following the press release and the Company’s earnings call on February 26, 2025, the Company’s stock price declined from $9.15 as of the close of business on February 25, 2025, to $7.26 as of the close of business on February 26, 2025.

On February 27, 2025, members of Company management held a due diligence call with representatives of TPG.

On February 28, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A member of Company management provided an update on the business. A member of Company management also provided an update on the sale process. A representative of Barclays provided an update on the inbound inquiry from Sponsor G and a discussion ensued on next steps for the sale process, including with respect to TPG, Sponsor D and Sponsor G.

Later on February 28, 2025, Mr. Praeger received an inbound inquiry from a representative of a strategic company (“Strategic Company”) regarding a possible strategic partnership between the companies. The parties agreed that they would reconnect in several weeks.

Also on February 28, 2025, at the direction of the Transaction Committee, representatives of Barclays and FT Partners discussed the status of a possible transaction and updated expectations for process timing with representatives of Sponsor D.

On March 4, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Following discussion with the Company’s financial advisors and representatives of Latham, the Transaction Committee instructed the Company’s financial advisors to engage further with Sponsor G to assess their interest in a potential transaction with the Company. The Transaction Committee reminded Company management to not have any conversations about an equity rollover by them or other employment terms unless and until approved by the Transaction Committee or the Board.

On or around March 6, 2025, representatives of Barclays and FT Partners met with representatives of Sponsor G to gauge their interest in a potential transaction involving the Company.

On March 7, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A member of Company management provided an update on due diligence meetings with TPG and Sponsor D and noted that based on conversations between the Company’s financial advisors and representatives of Sponsor D, Sponsor D was unlikely to continue in the process given Sponsor D’s belief that it could not support a bid that was likely to be attractive to the Company stockholders. A representative of Barclays provided an update on conversations with representatives of Sponsor G and the Transaction Committee determined to invite Sponsor G to participate in the process on the same timeline as the other bidders. A representative of Barclays discussed next steps with respect to Sponsor G, including steps that the Company’s financial advisors would recommend to expedite Sponsor G’s due diligence review of the Company given Sponsor G’s later entry into the sale process. A member of Company management then provided an update for the Transaction Committee on the incremental revenue growth drivers. The materials that were reviewed by representatives of Barclays at this meeting are filed as Exhibit (c)(7) to the Schedule 13E-3, of which this proxy statement forms a part.

Also on March 7, 2025, Mr. Praeger met with representatives of TPG to further discuss a potential transaction involving the Company.

On March 10, 2025, representatives of Sponsor D informed representatives of Barclays and FT Partners that Sponsor D had decided to exit the process as Sponsor D did not expect to arrive at a valuation that would be attractive to the Company stockholders.

On March 10, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays and FT Partners provided an update on the sale process, including that Sponsor G had demonstrated a strong interest in pursuing a transaction with the Company. The Transaction Committee determined to continue discussions with Sponsor G on the same timeline as the other bidders. A representative of FT Partners also provided an update that an inbound inquiry had been received from Strategic Company regarding a possible transaction. With respect to the inbound inquiry from Strategic Company, the Transaction Committee also discussed that representatives of Corpay had previously expressed interest in a transaction involving the Company, but did not make any determination as to next steps with Corpay or Strategic Company at such time.

On March 13, 2025, Bloomberg and other news outlets reported that the Company was considering a possible sale. Upon the news reports, the Company’s stock price increased from $6.89 as of the close of business on March 12, 2025, to $7.84 as of the close of business on March 13, 2025. In addition, representatives of FT Partners received several additional inbound inquiries from third parties, which they reported to Company management and the Transaction Committee.

From March 13, 2025 through May 6, 2025, members of Company management held numerous due diligence calls with representatives of TPG.

During the week of March 17, 2025, members of Company management held additional due diligence calls with representatives of Sponsor G.

On March 21, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Members of Company management reported on the investor and employee response to news reports of a possible sale of the Company, and representatives of Barclays and FT Partners provided an update to the Transaction Committee on various additional inbound inquiries received by FT Partners. Representatives of FT Partners and Barclays provided an update on the sale process. A member of Company management then provided an update on certain strategic growth initiatives. Representatives of Barclays and FT Partners then exited the meeting, and the Transaction Committee met in executive session. Regarding the additional inbound inquiries, the Transaction Committee determined to wait on reaching out to additional parties until after the March 24 revised bid deadline. The Transaction Committee also discussed that each of TPG and Sponsor G had raised interest in discussing a management incentive plan and equity rollover from management in connection with a transaction, and determined to direct the Company’s financial advisors to defer any further discussions on these topics to after the March 24 revised bid deadline. The Transaction Committee reiterated its prior direction to Company management to not have any conversations about an equity rollover by them or other employment terms unless and until approved by the Transaction Committee or the Board.

On March 24, 2025, Sponsor G submitted a non-binding indication of interest for the Company of $9.50 to $10.00 per share in cash (the “Sponsor G Bid”). In the Sponsor G Bid, Sponsor G indicated that it expected to fund the transaction with a combination of equity and third-party debt financing, and that it expected to complete due diligence over approximately three weeks while simultaneously negotiating definitive transaction documentation. Sponsor G also indicated in the Sponsor G Bid that it would discuss go-forward incentive equity arrangements with the executive team of the Company at the appropriate time.

On March 25, 2025, TPG submitted an updated non-binding proposal for the Company of $10.00 per share in cash (the “March 25 TPG Bid”), which represented a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction involving the Company. In the March 25 TPG Bid, TPG indicated that it expected to fund the transaction with a combination of new equity and third-party debt financing, that it expected significant management equity rollover and that it would work with Company management to create a management equity incentive plan equating to 10% fully diluted ownership. TPG also indicated in the March 25 TPG Bid that it expected to complete confirmatory due diligence and sign definitive transaction documentation within three to four weeks.

Also on March 25, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Prior to members of Company management joining the meeting, a member of the Transaction Committee provided an update on the process and led a discussion regarding the March 25 TPG Bid and the Sponsor G Bid, including with respect to the equity rollover by management proposed in the March 25 TPG Bid. The Transaction Committee discussed anticipated changes to the Company’s stock price as a result of the Company’s first quarter 2025 earnings. Members of Company management then joined the meeting, and the Transaction Committee discussed next steps with respect to the process.

On March 26, 2025, the Board held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of FT Partners and Barclays provided an update on the process since the last meeting of the Board, including an overview of the March 25 TPG Bid and the Sponsor G Bid and that Sponsor D had exited the process without submitting a revised proposal. A representative of Barclays compared the two bids to the Sponsor D Bid and the January 31 TPG Bid, noting the decline in the Company’s stock price following its fourth quarter 2024 earnings. Representatives of Barclays then exited the meeting, and representatives of FT Partners reviewed its preliminary financial analysis of the Company based on the February 2025 Forecasts. Representatives of FT Partners then exited the meeting, and representatives of Barclays rejoined the meeting and reviewed its preliminary financial analysis of the Company based on the February 2025 Forecasts. Representatives of FT Partners then rejoined the meeting, and a member of Company management then discussed the impact of slowed growth on earnings as it related to the February 2025 Forecasts and challenges facing the Company since becoming a public company. Representatives of Barclays and FT Partners and members of Company management other than the General Counsel of the Company then exited the meeting, and a representative of Latham led a discussion at an executive session regarding a possible equity rollover by members of Company management in a transaction, as contemplated by the March 25 TPG Bid. The Board as a whole acknowledged the headwinds and challenges facing the Company that likely affected the ability of the Company to obtain higher bids even with a competitive dynamic. In addition, members of the Board expressed concern about Company management’s ability to achieve the February 2025 Forecasts and discussed that the Company’s long-range plan, as reflected in the February 2025 Forecasts, continued to include a more optimistic set of estimates related to future results and long-term performance of the Company that were not adjusted for various risks facing the Company and its business, in part due to certain of the incremental revenue growth drivers not materializing on the timeline that Company management had hoped for. The Board also considered the fact that since becoming a public company the Company had consistently underperformed the growth plans prepared annually by members of Company management (in some cases by a significant margin) and, at other times, the Company’s own short-term guidance to public analysts. The Board decided to reconvene after considering next steps for the Company, including whether or not to continue the sales process at this time. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibits (c)(8) and (c)(18), respectively, to the Schedule 13E-3, of which this proxy statement forms a part.

On March 27, 2025, the Board held a meeting at which members of Company management and representatives of Latham were present. The Board met in executive session with the General Counsel of the Company and

representatives of Latham prior to the meeting to discuss targeted outreach to Strategic Company and Corpay regarding a possible transaction. During the meeting of the Board, after discussion, and in light of the Company’s performance and the risks and challenges associated with continuing as a standalone company, the Board determined to continue to pursue a sale transaction. The Board directed that the Company’s financial advisors request “best-and-final” bids from each of Sponsor G and TPG within two weeks and, from among the other parties that had reached out with an interest in a possible transaction involving the Company, to conduct targeted outreach to Strategic Company and Corpay regarding a possible transaction due to the Board’s belief in a greater likelihood of executing a transaction with one of those parties than with the other parties that had reached out. The Board also directed members of Company management to engage with TPG and Sponsor G on Mr. Praeger and Company management’s equity rollover and other go-forward employment terms such as a management equity incentive plan in order to obtain the highest price reasonably available to the Company stockholders.

Later on March 27, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays presented an update of the sale process, and an overview of relevant potential financial and strategic partners for the Company. The Transaction Committee provided further guidance to the Company’s financial advisors regarding outreach to Strategic Company and Corpay and follow-up discussions with each of Sponsor G and TPG. The materials that were prepared by representatives of Barclays and reviewed by representatives of Latham at this meeting are filed as Exhibit (c)(9) to the Schedule 13E-3, of which this proxy statement forms a part.

Following the Board’s authorization on March 27, 2025, representatives of TPG and Mr. Praeger met from time to time to discuss the terms of the equity rollover and other go-forward employment terms for Mr. Praeger and the Company management.

Representatives of FT Partners and certain members of the Board had initial discussions with Strategic Company on March 27, 2025, and with Corpay on March 28, 2025, with representatives of Barclays present for the discussion with Corpay.

On March 31, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of FT Partners and Barclays provided an update on the sale process. Discussion ensued among members of the Board and Company management and representatives of Barclays and FT Partners regarding strategic parties that may be interested in a transaction involving the Company, including Strategic Company and Corpay and other potential strategic parties, including portfolio companies of financial sponsors that had previously participated in the process or inquired regarding a possible transaction with the Company. Members of Company management also discussed their observations regarding the risks of engaging with additional strategic parties, including the competitive risks of sharing due diligence information with strategic parties. The Board concluded that Strategic Company and Corpay were likely to be the most interested strategic parties and that the Company should not contact any other strategic parties at that time. A representative of Latham then led a general discussion of preliminary antitrust and regulatory considerations in connection with a transaction involving a strategic party, and more specifically, preliminary antitrust and regulatory considerations with respect to Strategic Company and Corpay. The Board then met in executive session to further discuss strategies with respect to strategic bidders and the Board’s preference for a go-shop period following the signing of a potential transaction in light of the bids for the Company received to date. The materials that were reviewed by representatives of FT Partners at this meeting are filed as Exhibit (c)(19) to the Schedule 13E-3, of which this proxy statement forms a part.

On April 1, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A representative of Barclays presented an illustrative timeline to signing with a target date of May 6, 2025, in advance of the Company’s expected first quarter 2025 earnings release on May 7, 2025. Representatives of Barclays and FT Partners reviewed considerations related to potential transactions with each of Strategic Company and Corpay, including the potential financial impacts and the likelihood of a transaction with each. A discussion ensued during which the Board expressed their desire to engage with strategic bidders given synergies that could support a higher price. The Board then met in executive session and, following discussion, determined to continue engagement with Strategic Company and Corpay, and discussed ways to manage the due diligence process in light of the competitive risks associated with providing due diligence information regarding the Company to strategic parties. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibits (c)(10) and (c)(20), respectively, to the Schedule 13E-3, of which this proxy statement forms a part.

On April 2, 2025, an auction draft of the Merger Agreement was posted to the data room. The auction draft of the Merger Agreement provided for a go-shop period and a “hell-or-high-water” standard for regulatory efforts.

Representatives of each of Barclays and FT Partners and certain members of the Board had follow-up discussions with representatives of Strategic Company and Corpay on April 3, 2025, during which both parties reaffirmed their interest in a potential transaction with the Company.

Also on April 3, 2025, the Transaction Committee held a meeting at which the General Counsel of the Company, and representatives of Latham, Barclays and FT Partners were present. The Transaction Committee discussed a proposed timeline for engagement with strategic parties, including with respect to execution of confidentiality agreements, clean team agreements and markups of the Merger Agreement. A further discussion ensued regarding the appropriate deadline for revised bids from financial sponsors and initial bids from strategic companies in light of the Board’s desire to announce a transaction in advance of the Company’s expected first quarter 2025 earnings release on May 7, 2025, given the expected impact of such earnings on the Company’s stock price. The Transaction Committee directed the Company’s financial advisors to request revised bids from Sponsor G and TPG, and initial bids from Strategic Company and Corpay, with a deadline of April 16, 2025. Following discussion with the Company’s advisors, and in order to obtain the highest price reasonably available to the Company stockholders, the Transaction Committee directed the Company’s financial advisors to request that each of Sponsor G and TPG indicate in their respective bids whether they would expect an equity rollover by existing owners of the Company.

On April 4, 2025, the Transaction Committee held a meeting at which members of Company management, certain members of the Board, and representatives of Latham, Barclays and FT Partners were present. A member of Company management provided an update on the sale process.

Updated process letters were shared by the Company’s financial advisors with Sponsor G and TPG on April 6, 2025, and process letters were shared by the Company’s financial advisors with Strategic Company and Corpay on April 8, 2025. As directed by the Transaction Committee, the process letters provided for a deadline for final bids of April 16, 2025, and requested that bidders confirm their ability to sign a transaction prior to the Company’s planned first quarter 2025 earnings release on May 7, 2025.

On April 8, 2025, representatives of Strategic Company informed representatives of Barclays and FT Partners that Strategic Company had decided to exit the process because it did not believe it would be able to submit a bid within the requested timeframe given the limits on due diligence that the Board had determined were appropriate for strategic parties.

On April 11, 2025, representatives of TPG shared a markup of the Merger Agreement with representatives of Barclays and FT Partners. The markup of the Merger Agreement removed the go-shop period, provided for voting and support agreements to be entered into by certain Company stockholders at signing and limited the parties’ obligations with respect to obtaining regulatory approvals.

On April 16, 2025, representatives of Sponsor G informed representatives of Barclays and FT Partners that Sponsor G would likely reduce its offer price below the low end of the Sponsor G Bid of $9.50 to $10.00 per share due to macroeconomic conditions and the Company’s declining growth rate, among other factors.

Also on April 16, 2025, Mr. Clarke informed a representative of FT Partners that Corpay had become aware that TPG was pursuing a potential transaction with the Company and that Corpay was seeking to partner with TPG in connection with a potential transaction involving the Company. The representative of FT Partners informed the Transaction Committee of the conversation with Corpay.

On April 17, 2025, TPG submitted an updated non-binding proposal for the Company of $10.00 per share in cash (the “April 17 TPG Bid”). In the April 17 TPG Bid, TPG indicated that its proposal was subject to finalizing agreements with strategic partners, including Corpay, among others, and that it expected to fund the transaction with a combination of new equity, an equity rollover from a significant institutional stockholder (the “Institutional Stockholder”), an equity rollover from members of management, an equity commitment from Corpay and third-party debt financing. TPG also indicated that it expected to complete confirmatory due diligence and sign a transaction within two weeks. In addition to the April 17 TPG Bid, TPG shared drafts of an equity commitment letter and limited guarantee from TPG Guarantor and a management incentive plan term sheet with representatives of Barclays and FT Partners on April 17, 2025.

Later on April 17, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A member of the Transaction Committee provided an overview of the process, including that Sponsor G had declined to submit a revised bid and that while Corpay had not submitted a bid, the April 17 TPG Bid referenced a possible joint bid with Corpay. Representatives of TPG then joined the meeting to present on TPG’s vision for the Company and to review the April 17 TPG Bid with the Board. The representatives of TPG exited the meeting and discussion ensued regarding the April 17 TPG Bid. A representative of Latham then provided a summary of TPG’s markup of the Merger Agreement. A member of Company management then presented the Risk-Adjusted Forecasts to the Board, which the Board had directed members of Company management to develop following the discussions of the Board on March 26, 2025, and on March 27, 2025, regarding the risks and challenges facing the Company and not reflected in the February 2025 Forecasts. For more information on the Risk-Adjusted Forecasts, see the section of this proxy statement entitled “Special Factors—Certain Financial Forecasts.” Representatives of Barclays and FT Partners then reviewed their respective preliminary financial analyses of the Company based on the Risk-Adjusted Forecasts. Following discussion, the Board directed the Company’s financial advisors to inform TPG that it would be moving forward in the Company’s sale process, but directed the Company’s financial advisors to have a follow-up discussion with TPG to clarify the terms of the April 17 TPG Bid, particularly with respect to the proposed equity rollover from management, the equity rollover from Institutional Stockholder and equity commitment from Corpay. The Board then met in executive session to further discuss the management equity rollover portion of the April 17 TPG Bid as well as the Risk-Adjusted Forecasts. After discussion, the Board determined that in light of various factors, including the macroeconomic environment and the Company’s performance during the first quarter of 2025, the Risk-Adjusted Forecasts more appropriately captured the Company’s outlook. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibits (c)(11) and (c)(21), respectively, to the Schedule 13E-3, of which this proxy statement forms a part.

Later on April 17, 2025, representatives of Barclays and FT Partners discussed the April 17 TPG Bid with representatives of TPG, including whether TPG was able to offer a higher purchase price and the status of TPG’s discussions with Corpay regarding Corpay’s proposed equity commitment and partnership with TPG. Representatives of Barclays and FT Partners requested that TPG provide additional detail on the April 17 TPG Bid in writing.

On April 18, 2025, representatives of TPG submitted a draft debt commitment letter to representatives of Barclays and FT Partners.

Also on April 18, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. The Transaction Committee initially met in executive session to discuss various considerations regarding Corpay’s role in a potential transaction. Representatives of Barclays and FT Partners then joined the meeting and provided additional details regarding the April 17 TPG Bid following their discussion with representatives of TPG, including that representatives of TPG had indicated that, in light of market conditions and the Company’s expected first quarter 2025 earnings results, Corpay’s involvement was essential to TPG reaching its offer price of $10.00 per share. The Transaction Committee then reconvened in executive session to further discuss regulatory matters and the proposed equity rollovers from Institutional Stockholder and management, and directed the Company’s financial advisors to request that TPG submit a formal request to jointly bid with Corpay.

Following outreach by the Company’s financial advisors as directed by the Transaction Committee, on April 19, 2025, representatives of TPG sent a formal request to representatives of FT Partners and Barclays for TPG to share information regarding the Company and a possible transaction with Corpay as a potential equity financing source. The Company agreed to TPG’s request on the basis that Corpay enter into a clean team addendum to the confidentiality agreement between Corpay and the Company, and that TPG agree to certain restrictions on information sharing with Corpay. The Company and Corpay executed a clean team addendum to the confidentiality agreement between Corpay and the Company on April 20, 2025.

On April 19, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham were present. A representative of Latham discussed in detail the draft Merger Agreement received from TPG on April 11, 2025, and the positions reflected in Latham’s proposed markup of the Merger Agreement. The Board authorized representatives of Latham to share a revised draft of the Merger Agreement on the terms discussed.

On April 21, 2025, following the direction of the Board, representatives of Latham shared a revised draft of the Merger Agreement with representatives of Davis Polk & Wardwell, legal counsel to TPG (“Davis Polk”), which reinstated the go-shop provision and “hell-or-high-water” regulatory obligations, as well as an initial draft of the company disclosure letter.

On April 21, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham were present. An update on the process was provided, including regarding the proposed equity rollover from Institutional Stockholder and equity rollover by management and the scope of due diligence to be made available to Corpay. The Transaction Committee then met in executive session to discuss regulatory matters, the equity rollovers and the proposed partnership between TPG and Corpay.

On April 22, 2025, in response to the request for clarifications regarding the April 17 TPG Bid from the Company’s financial advisors, a representative of TPG informed representatives of FT Partners and Barclays that TPG was continuing to negotiate the terms of a potential partnership with Corpay with respect to a transaction with the Company and was progressing a specific proposal with respect to which members of Company management would be asked to sign rollover agreements, but that TPG had not yet discussed with Institutional Stockholder a potential equity rollover from Institutional Stockholder.

On April 22, 2025, a representative of Sponsor G called Mr. Ramji to express continued interest in a transaction involving the Company and his belief that the Sponsor G Bid was competitive given the Company’s expected results for the first quarter of 2025.

On April 25, 2025, the Transaction Committee held a meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays and FT Partners provided an update on the sale process, and a member of the Transaction Committee relayed the recent call from Sponsor G. Discussion ensued regarding the April 17 TPG Bid in light of the Company’s recent financial performance and market headwinds. Noting that Latham had not yet received revised drafts of the transaction documents from Davis Polk, the Transaction Committee directed the Company’s financial advisors to provide a deadline for TPG to provide markups of the transaction documents, verify its proposed purchase price and provide definitive responses on a list of open transaction points, including with respect to the proposed equity rollover from Institutional Stockholder, equity rollover from management and partnership between TPG and Corpay.

On April 26, 2025, and April 27, 2025, representatives of Davis Polk shared revised drafts of the transaction documents with Latham, including a revised draft of the Merger Agreement, which removed the go-shop provision and limited the parties’ obligations to obtain regulatory approvals. Representatives of Davis Polk subsequently conveyed to representatives of Latham that TPG would not be willing to proceed with a transaction on the terms set forth in the April 17 TPG Bid if the Merger Agreement included a go-shop provision.

On April 28, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A representative of FT Partners provided an overview of the sale process to date, and a discussion ensued regarding the status of negotiations with TPG. Representatives of Barclays and FT Partners reported TPG’s statement that TPG would not have been able to sustain its proposed $10.00 per share price without Corpay’s involvement in the transaction. Representatives of Barclays and FT Partners also reported their assessment that Corpay would not have been able to complete due diligence and sign a definitive transaction agreement prior to the Company’s planned first quarter 2025 earnings release on May 7, 2025, without partnering with another party, such as TPG. A representative of Company management reported that a representative of TPG had indicated that TPG intended to coordinate with Institutional Stockholder regarding a possible equity rollover from Institutional Stockholder after signing. The Board also discussed the Company’s expected first quarter 2025 earnings results, which were likely to evidence further slowing growth and result in a decline in the Company’s stock price upon announcement of such results, which in turn was likely to result in a lower bid for the Company and less value for Company stockholders following such announcement. The Board then met in executive session to further discuss a potential transaction with TPG and Corpay as compared to the Company continuing as a standalone company.

On April 29, 2025, TPG and Corpay submitted a non-binding proposal for the Company of $10.00 per share in cash (the “April 29 Proposal”). In the April 29 Proposal, TPG and Corpay indicated that the proposal was their “best and final” offer and that they expected to finance the transaction with a combination of new equity from TPG, an equity commitment of $642 million from Corpay, an equity rollover from management, an equity

rollover from Institutional Stockholder and third-party debt financing. TPG and Corpay indicated that the terms of their partnership were being finalized. In the April 29 Proposal, TPG and Corpay indicated that they were confident that they would be in a position to sign the transaction by May 5 to 6, 2025.

Later on April 29, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Representatives of Barclays and FT Partners provided an overview of the April 29 Proposal. The Board determined to reconvene after further consideration of the April 29 Proposal.

Later on April 29, 2025, Mr. McLaughlin raised with Mr. Ramji the possibility of rolling over shares beneficially owned by him in the transaction to the extent that such equity rollover would be helpful to ensure that the Company stockholders receive the best possible price in the transaction and that TPG did not decrease its bid for the Company from the April 29 Proposal. Promptly following this conversation, Mr. Ramji communicated this conversation to Mr. Rubado and representatives of Latham.

Later that evening, the Transaction Committee held a meeting at which members of Company management and representatives of Latham were present. Mr. Ramji provided a summary of his conversation with Mr. McLaughlin to the Transaction Committee. The Transaction Committee then discussed this development with input from representatives of Latham. The Transaction Committee reached the consensus that, even though it had retained Barclays as co-lead financial advisor and to render a fairness opinion in part to manage perceived concerns potentially arising from Mr. McLaughlin’s share ownership and other relationships with the Company, and the Transaction Committee believed that $10.00 per share was the maximum that TPG would be willing to pay for the Company with or without a rollover from Mr. McLaughlin, an equity rollover from Mr. McLaughlin was not a deal term that the Transaction Committee supported. In light of the short time prior to the planned signing of the Merger Agreement and to avoid any appearance of a conflict of interest, the Transaction Committee determined to rely on the advice of Barclays going forward with respect to advisability of the transaction, and to discuss FT Partners’ role in the remainder of the sale process at the next meeting of the Board.

On April 30, 2025, the Board held a special meeting at which members of Company management and representatives of Latham and Barclays were present. Representatives of Latham updated the Board on the discussion during the prior day’s Transaction Committee meeting. After discussion, the Board determined that Mr. McLaughlin would not be authorized to have discussions regarding an equity rollover in the transaction, and that Barclays would take on the primary role as the Company’s strategic and financial advisor moving forward. The Board also discussed the scope of FT Partners’ role for the remainder of the process. The Board took into account FT Partners’ strategic advice, interaction with potential bidders and process management on behalf of the Company to date, and that excluding FT Partners from the process going forward could send a negative signal to TPG and Corpay and could result in distraction and delay. The Board determined that FT Partners would continue to participate in appropriate portions of the Board and Transaction Committee meetings, provide process updates to the Board and Transaction Committee and provide logistical support for the transaction process, but that the Board would look solely to Barclays for strategic advice through the remainder of the process. A representative of Latham then provided a summary of the most recent draft of the Merger Agreement. Among other issues, and after further discussion with its advisors, the Board agreed to drop the request for a go-shop period given the inbound inquiries received by the Company, including following reports on March 13, 2025, that the Company was considering a possible sale, the Company’s outreach to a number of third parties over the past several months and customary exceptions to the Company’s no-solicitation obligations in the Merger Agreement.

Later on April 30, 2025, representatives of Latham shared a revised draft of the Merger Agreement with Davis Polk.

On May 1, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A representative of Latham provided an overview of the status of the transaction documents, indicating that regulatory matters remained the primary open point in the Merger Agreement, and confirming that TPG and Corpay would not require any voting and support agreement or equity rollover agreement from Institutional Stockholder prior to signing. Representatives of Company management and FT Partners then exited the meeting. The Board then convened in executive session

and requested that members of Company management provide a business update at the next meeting of the Board. The materials that were prepared by representatives of FT Partners and reviewed by representatives of Latham at this meeting are filed as Exhibit (c)(22) to the Schedule 13E-3, of which this proxy statement forms a part.

On May 2, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. Following the request of the Board, representatives of the Company provided an update on the business, including developments in the Company’s pipeline, headwinds in sales during the first quarter of 2025 and certain of the incremental revenue growth drivers not materializing on the timeline that Company management had hoped for. Members of Company management and representatives of FT Partners then exited the meeting. The Board then convened in executive session and a representative of Latham provided an overview of the status of the transaction documents.

On May 3, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A representative of Latham provided an update on the status of the transaction documents.

Later on May 3, 2025, representatives of Davis Polk shared a revised draft of the Merger Agreement with Latham.

On May 4, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A member of Company management provided an update on workstreams relating to the equity rollover by management and management incentive plan term sheet. Representatives of Latham then presented on regulatory risk in connection with the potential transaction as well as the remaining open issues in Davis Polk’s markup of the Merger Agreement, which primarily related to the size of termination fees.

Later on May 4, 2025, representatives of Latham shared a revised draft of the Merger Agreement with Davis Polk.

On May 5, 2025, representatives of Davis Polk shared a revised draft of the Merger Agreement with Latham.

Later on May 5, 2025, the Board held a special meeting at which members of Company management and representatives of Latham, Barclays and FT Partners were present. A representative of Latham discussed the open issues in Davis Polk’s markup of the Merger Agreement, including with respect to termination fees. A representative of FT Partners then provided an overview of the sale process that had been conducted, including with respect to bidders that had exited the process. Members of Company management and representatives of FT Partners then exited the meeting. Representatives of Barclays reviewed Barclays’ financial analyses with respect to a possible transaction with TPG and Corpay based on the Risk-Adjusted Forecasts, and discussion ensued regarding the financial analyses. The materials that were reviewed by representatives of Barclays and FT Partners at this meeting are filed as Exhibits (c)(12) and (c)(23) to the Schedule 13E-3, of which this proxy statement forms a part.

Representatives of Latham and Davis Polk continued to exchange drafts of the Merger Agreement and applicable transaction documents on May 5, 2025, and May 6, 2025.

On May 6, 2025, the Board held a special meeting at which the General Counsel of the Company and representatives of Latham and Barclays were present. Members of Company management and representatives of FT Partners did not join the meeting. A representative of Latham again advised the Board on their fiduciary duties with respect to a possible transaction and provided a summary of the proposed Merger Agreement with Parent, including provisions restricting the Company and its representatives from soliciting competing offers, provisions requiring the parties to take certain actions with respect to obtaining regulatory and money transfer approvals for the Merger and provisions restricting the Company’s conduct of business between the execution of the Merger Agreement and the closing of the transaction. A representative of Barclays again reviewed for the Board Barclays’ financial analyses presented to the Board the previous day.

Following such discussion, Barclays delivered to the Board its opinion that, as of the date of such opinion, and based upon and subject to the qualifications, limitations and assumptions set forth therein, the Merger Consideration to be offered to the holders of Company Common Stock (other than as set forth in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Following further

discussion, the Board, by the unanimous vote of the directors (other than Mr. Praeger, who did not join the Board meeting and recused himself from the Board’s vote), determined that the Merger Agreement and the Transactions, including the Merger, were fair to, advisable and in the best interests of the Company and its stockholders, approved the execution, delivery and performance of the Merger Agreement and the Transactions, including the Merger, and resolved to recommend the adoption of the Merger Agreement by the Company stockholders.

Following the meeting of the Board, representatives of Latham and Davis Polk finalized the Merger Agreement and other transaction documents, and the Merger Agreement and other transaction documents were executed by the parties. The parties issued a joint press release announcing the transaction following the close of stock market trading on May 6, 2025.

With the assistance of (and in consultation with) members of Company management and the Company’s financial advisors and legal counsel, the Board evaluated the Merger Agreement and the Transactions, including the Merger, and on May 6, 2025, by the unanimous vote of the directors present and voting (which included all of the independent members of the Board), determined that the Merger Agreement and the Transactions, including the Merger, are fair to, advisable and in the best interests of the Company and its stockholders, approved the execution, delivery and performance of the Merger Agreement and the Transactions, including the Merger, and resolved to recommend the adoption of the Merger Agreement by the Company stockholders.

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

On May 6, 2025, the Board, by the unanimous vote of the directors present and voting (which included all of the independent members of the Board), (a) determined that the Merger Agreement and the Transactions, including the Merger, are fair to, advisable and in the best interests of the Company and its stockholders, (b) approved the execution, delivery and performance of the Merger Agreement and the Transactions, including the Merger, (c) directed that the adoption of the Merger Agreement be submitted to a vote of the Company stockholders and (d) resolved to recommend the adoption of the Merger Agreement by the Company stockholders. In addition, although the Merger is not subject to the approval of at least a majority of the Unaffiliated Stockholders, substantively and procedurally, the Board nonetheless believes that the Merger is fair to such Unaffiliated Stockholders for the reasons and based on the factors discussed in this proxy statement. The Board did not assess whether the Rollover Agreements with the Rollover Stockholders are advisable, fair to and in the best interests of the Rollover Stockholders.

The Company’s purpose for engaging in the Merger is to enable its stockholders to receive the Merger Consideration, which represented a 22% premium to the closing price of the Company Common Stock of $8.20 on May 6, 2025, the last trading day prior to the Company’s announcement of the execution of the Merger Agreement, a 16% premium over the 90-day volume weighted average price as of the same date and a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction involving the Company. The Board believes that the Merger provides the best opportunity to maximize stockholder value. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Board described in detail below.

In recommending that the Company stockholders vote their shares of Company Common Stock in favor of the Merger Proposal, the Board considered a number of factors, including the following material factors that supported the Board’s determination and recommendation, which are not listed in any relative order of importance:

The Board also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger Agreement and the Transactions, including the Merger, to the Unaffiliated Stockholders and to permit the Board to represent effectively the interests of the Unaffiliated Stockholders, including the following list of material factors, which the Board believed supported its determination and recommendation and provided assurance of the procedural fairness of the Merger Agreement and the Transactions, including the Merger, to the Unaffiliated Stockholders, which are not listed in any relative order of importance:

In light of such procedural safeguards, the Board did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders for purposes of negotiating the terms of the Merger Agreement and the Transactions, including the Merger, or preparing a report concerning the fairness of the Merger Agreement and the Transactions, including the Merger.

The Board also considered and balanced against the above factors a number of uncertainties, risks and other potential negative factors in its consideration of the Merger and the other Transactions, including the following material factors, which are not listed in any relative order of importance:

The Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but rather summarizes the material factors considered by the Board. In light of the variety of factors considered in connection with their evaluation of the Merger, members of the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board based its recommendation on the totality of the information presented, including thorough discussions with members of Company management and the Company’s financial advisors and legal counsel.

The above factors are not presented in any order of priority, and the explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

In the course of evaluating the Merger Agreement and the Transactions, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Board did not consider the liquidation value of the Company because (1) they considered the Company to be a viable going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company. For the foregoing reasons, the Board did not consider liquidation value to be a relevant factor. Further, the Board did not consider the Company’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in the industry. In addition, the Board did not consider the purchase prices paid in the section of this proxy statement entitled “Other Important Information Regarding the Company — Certain Transactions in the Shares of Company Common Stock” to be relevant except to the extent that those prices indicated the trading price of the Company Common Stock during the

applicable periods. The Board believed at the time of entering into the Merger Agreement that the trading price of the shares of Company Common Stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. The Company did not seek to establish a pre-merger going concern value for the Company Common Stock to determine the fairness of the Merger Consideration to the Unaffiliated Stockholders because following the Merger the Company will have a different capital structure. However, to the extent the pre-merger going concern value was reflected in the Nasdaq closing price of $8.20 per share of Company Common Stock on May 6, 2025, the last trading day prior to the Company’s announcement of execution of the Merger Agreement, the Merger Consideration represented a 22% premium to the going concern value of the Company, and a 16% premium over the 90-day volume weighted average price as of the same date and a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction involving the Company. In addition, the Board considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.

Other than as described in this proxy statement, the Board has not received any firm offer by any other person during the prior two years for (1) a merger or consolidation of the Company with another company; (2) the sale or transfer of all or substantially all of the Company’s assets; or (3) a purchase of the Company’s securities that would enable such person to exercise control of the Company.

The Company engaged Barclays to act as its financial advisor with respect to a potential sale of the Company, pursuant to an engagement letter dated January 23, 2025. On May 6, 2025, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Merger Consideration to be offered to the holders of Company Common Stock (other than Rollover Shares, Canceled Shares and Dissenting Shares) is fair, from a financial point of view, to such holders.

The full text of Barclays’ written opinion, dated as of May 6, 2025, is attached as Annex C to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Fairness Opinion Committee, is addressed to the Board, addresses only the fairness, from a financial point of view, of the Merger Consideration to be offered to the holders of Company Common Stock (other than Rollover Shares, Canceled Shares and Dissenting Shares) and does not constitute a recommendation to any Company stockholder as to how such stockholder should vote with respect to the Merger or as to any other matter. The terms of the Merger were determined through arm’s-length negotiations between the Company and Parent and were approved by the unanimous vote of the Board present and voting. Barclays did not recommend any specific form of consideration to the Company or that any specific form of consideration constituted the only appropriate consideration for the Merger. Barclays was not requested to address, and its opinion does not in any manner address, the Company’s underlying business decision to proceed with or effect the Merger, the likelihood of the consummation of the Merger, or the relative merits of the Merger as compared to any other transaction or business strategy in which the Company may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the consideration to be offered to the Company stockholders in the Merger. No limitations were imposed by the Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Company Forecasts, upon the advice of the Company, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and that the Company would perform substantially in accordance with such projections. With respect to the NOL Projections, at the instruction of the Company, Barclays assumed that the amounts of the NOL Projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future utilization of the net operating losses of the Company. Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of the Company and did not make or obtain any evaluations or appraisals of the assets or liabilities of the Company. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, May 6, 2025. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after May 6, 2025.

Barclays assumed the accuracy of the representations and warranties contained in the Merger Agreement and all agreements related thereto. Barclays also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the Merger would be obtained within the constraints contemplated by the Merger Agreement and that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the Merger, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood the Company had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of

Company Common Stock but rather made its determination as to fairness, from a financial point of view, to holders of Company Common Stock (other than Rollover Shares, Canceled Shares and Dissenting Shares), of the Merger Consideration to be offered to such stockholders on the basis of various financial and comparative analyses.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Board. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays 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, Barclays or any other parties to the Merger. No company, business or transaction considered in Barclays’ analyses and reviews is identical to the Company or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of the Company, Parent, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Company Common Stock on a fully diluted basis by reference to those companies, Barclays reviewed and compared specific financial and operating data relating to the Company with selected companies that Barclays, based on its experience in the payments and financial technology industry, deemed comparable to the Company. The selected comparable companies with respect to the Company were:

Barclays calculated and compared various financial multiples and ratios of the Company and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed the ratio of (i) each company’s enterprise value (“EV”) to its estimated calendar year 2025 (“CY25E”) and estimated calendar year 2026 (“CY26E”) revenue and (ii) each company’s EV to its estimated CY25E and CY26E earnings before interest, taxes, depreciation and amortization, as adjusted for non-recurring items, unburdened by stock-based compensation expense and other similar expenses (as used in this section of this proxy statement, “Adjusted EBITDA”). The EV of each company was generally obtained by adding its short and long-term debt, finance leases and other debt-like items, where relevant, to the sum of the market value of its fully diluted common equity, the value of any preferred stock and the book value of any minority interest, where relevant, and subtracting its cash, cash equivalents, the book value of equity investments and other cash-like items, each where relevant. All of these calculations were made, and based on, publicly available financial data (including company filings, Factset data and broker research) and closing prices, as of May 2, 2025. The results of this selected comparable companies analysis are summarized below:

Barclays selected the comparable companies listed above because of similarities in one or more business or operating characteristics with the Company. However, because no selected comparable company is exactly the same as the Company, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, business profiles, end markets, growth prospects, profitability levels, degree of operational risk and other characteristics between the Company and the companies included in the selected comparable companies analysis. Based upon these judgments, Barclays selected a range of EV / revenue multiples of 3.0x to 6.0x for CY25E and 2.5x to 5.0x for CY26E and a range of EV / Adjusted EBITDA multiples of 13.0x to 18.0x for CY25E and 11.0x to 15.0x for CY26E. Barclays then applied such multiple ranges to the Company’s estimated revenue and Adjusted EBITDA (inclusive of public company costs) for such calendar years as included in the Risk-Adjusted Forecasts in order to calculate a range of implied equity values per share of Company Common Stock on a fully diluted basis. The following summarizes the results of these calculations:

Barclays noted that on the basis of the selected comparable companies analysis, the Merger Consideration of $10.00 per share was within the range of implied equity values per share calculated based on EV / revenue multiples, and above the range of implied equity values per share calculated based on EV / Adjusted EBITDA multiples.

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to the Company with respect to the business profile, size, mix, margins and other characteristics of their businesses. The following table sets forth the transactions analyzed based on such characteristics:

As part of its selected precedent transaction analysis, for each of the selected transactions based on information Barclays obtained from company filings, FactSet data, broker research and other publicly available data, Barclays analyzed the ratio of each target company’s EV to both the company’s revenue over the last 12-month period (“LTM”) and the forward 12-month period (“NTM”) as of, or around, the time of announcement of the respective transactions. Barclays also analyzed these ratios for the target companies with projected NTM revenue growth of less than 20%. The results of this analysis are summarized below:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the Merger. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the Merger which would affect the acquisition values of the selected target companies and the Company. Based upon these judgments, Barclays selected a range of EV / LTM revenue multiples of 5.0x to 7.5x and a range of EV / NTM revenue multiples of 4.0x to 6.5x. Barclays then applied such multiple ranges to the Company’s actual LTM revenue as of March 31, 2025 (“Q1’25 LTM”) and the Company’s projected NTM revenue as of March 31, 2025 as included in the Risk-Adjusted Forecasts (“Q1’25 NTM”) in order to calculate a range of implied equity values per share of Company Common Stock on a fully diluted basis. The following summarizes the results of these calculations:

Barclays noted that on the basis of the selected precedent transaction analysis, the Merger Consideration of $10.00 per share was below the range of implied equity values per share based on EV / Q1’25 LTM revenue multiples, and within the range of implied equity values per share based on EV / Q1’25 NTM revenue multiples.

In order to estimate the present value of the Company Common Stock, Barclays performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. 

To calculate the estimated enterprise value of the Company using the discounted cash flow method, Barclays added together (i) the Company’s projected Unlevered Free Cash Flows for the last three quarters of fiscal year 2025 and for fiscal years 2026 through 2029 based on the Risk-Adjusted Forecasts, (ii) the Company’s projected cash savings from net operating losses for the last three quarters of fiscal year 2025 and for fiscal years 2026 through 2029 based on the NOL Projections, and the impact of the balance of projected net operating losses, assuming they are fully used in the year following the end of the Risk-Adjusted Forecasts, and (iii) the “terminal value” of the Company as of the end of fiscal year 2029, discounting all such amounts to their present value using a range of selected discount rates described below. The Unlevered Free Cash Flows were calculated by taking the Company’s Adjusted EBITDA (inclusive of public company costs) and subtracting stock-based compensation (which was treated as a cash expense), the cash impact of non-recurring items, taxes (excluding the impact of the Company’s net operating losses), capital expenditures, changes in net working capital and other relevant cash items. The residual value of the Company at the end of the forecast period, or “terminal value,” was estimated by selecting a range of estimated EV / LTM Adjusted EBITDA multiples of 10.0x to 16.0x, which was derived by Barclays using its professional judgment and experience, and applying such range to the Company’s LTM estimated Adjusted EBITDA (inclusive of public company costs) as of the end of fiscal year 2029 included in the Risk-Adjusted Forecasts. The range of discount rates of 13.5% to 15.5% was selected based on an analysis of the weighted average cost of capital of the Company and certain information of the comparable companies and based on Barclays’ professional judgement and experience. Barclays then calculated a range of implied equity values per share of Company Common Stock on a fully diluted basis by subtracting the estimated net debt as of the end of the first quarter of fiscal year 2025 from the estimated enterprise value using the discounted cash flow method and dividing such amount by the fully diluted number of shares of Company Common Stock, as provided by Company management. The foregoing analysis yielded an implied range of implied equity values per share of Company Common Stock on a fully diluted basis of $8.34 to $12.88.

Barclays noted that on the basis of the discounted cash flow analysis, the Merger Consideration of $10.00 per share was within the range of implied equity values per share calculated using the Risk-Adjusted Forecasts (including the NOL Projections).

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its opinion, but were references for informational purposes, including, among other things, the Illustrative Leveraged Acquisition Analysis, the Analyst Price Target Analysis, the Historical Share Price Analysis and the Transaction Premium Analysis described below.

Barclays performed a leveraged acquisition analysis in order to ascertain a price for shares of Company Common Stock which might be achieved in a leveraged buyout transaction using a debt capital structure common for such buyout transactions and based upon current market conditions. Barclays conducted such analysis assuming, in the alternative, that (1) the Company continues on a standalone basis consistent with the Risk-Adjusted Forecasts, including the impact of the Company’s net operating losses, through the end of fiscal year 2029 (the “Standalone Scenario”), adjusted for potential cost reductions, and (2) the Company completes add-on acquisitions in each of fiscal year 2026 and fiscal year 2028 (the “Add-on Acquisitions Scenario”). With respect to each of such scenarios, Barclays assumed debt and equity funding that would achieve an internal rate of return of 20% to 25% over 4.75 years and a projected EV / Adjusted EBITDA exit multiple of 10.0x to 16.0x for such period. With respect to the Add-on Acquisition Scenario only, Barclays made certain assumptions regarding the financial impact, including realization of potential synergies, of each add-on acquisition. Based on these assumptions, Barclays calculated a range of implied equity values per share of Company Common Stock on a fully diluted basis.

The following summarizes the results of these calculations:

Barclays noted that on the basis of the leveraged acquisition analysis, the Merger Consideration of $10.00 per share was within the range of implied equity values per share calculated with respect to the Standalone Scenario and the Add-on Acquisitions Scenario.

Barclays reviewed the price target for shares of Company Common Stock most recently published by 17 research analysts covering the Company as of May 2, 2025. The publicly available per share price targets published by such research analysts do not necessarily reflect current market trading prices for shares of Company Common Stock and such estimates are subject to uncertainties, including future financial performance of the Company and future market conditions. Barclays noted that the range of low to high price targets was $6.50 to $13.00 per share of Company Common Stock.

To illustrate the trend in the historical trading prices of Company Common Stock, Barclays considered historical data with regard to the trading prices of Company Common Stock for the period from May 3, 2024 to May 2, 2025. Barclays noted that during this period, the closing price of Company Common Stock ranged from $6.89 to $12.86 per share.

In order to assess the premium offered to the stockholders of the Company in the Merger relative to the premiums offered to stockholders in other transactions, Barclays reviewed the premiums paid in completed all-cash acquisitions of US-publicly listed, US-based technology companies since 2020 in which the target company’s implied enterprise value was between $1.0 billion and $4.0 billion. For each transaction, Barclays calculated the premium per share paid by the acquiror by comparing the announced transaction value per share to the target company’s last unaffected closing price per share. The results of this transaction premium analysis are summarized below:

The reasons for and the circumstances surrounding each of the transactions analyzed in the transaction premium analysis were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the transaction premium analysis. Accordingly, Barclays believed that a purely quantitative transaction premium analysis would not be particularly meaningful in the context of considering the Merger. Barclays therefore made qualitative judgments concerning the differences between the characteristics of the selected transactions and the Merger which would affect the acquisition values of the target companies and the Company. Based upon these judgments, Barclays selected a premium range of 25% to 55% and applied such range to the closing price of Company Common Stock on March 12, 2025 (the last unaffected date) to calculate a range of implied equity values per share of Company Common Stock on a fully diluted basis. The foregoing analysis yielded a range of implied equity values per share of Company Common Stock on a fully diluted basis of $8.61 to $10.68.

Barclays noted that on the basis of the transaction premium analysis, the Merger Consideration of $10.00 per share was within the range of implied equity values per share calculated using the closing price of Company Common Stock on March 12, 2025 (the last unaffected date).

In addition to the presentation made to the Board on May 6, 2025, the date on which Barclays delivered its opinion, as described above, Barclays made other presentations to the Board on January 31, 2025, February 3, 2025, March 26, 2025, April 1, 2025, April 17, 2025 and May 5, 2025, and to the Transaction Committee on January 13, 2025, January 24, 2025, February 3, 2025, March 7, 2025 and March 27, 2025 (such presentations collectively referred to as the “Preliminary Barclays Presentations”). Copies of the Preliminary Barclays Presentations to the Board and Transaction Committee are filed as exhibits to the Schedule 13E-3 with respect to the Merger. The Preliminary Barclays Presentations and Barclays’ written opinion will be available for any interested holder of Company Common Stock to inspect and copy at the principal executive offices of the Company during regular business hours.

None of the various Preliminary Barclays Presentations, alone or together, constitute, or form the basis for, an opinion of Barclays. A summary of the Preliminary Barclays Presentations is provided below. The following summary, however, does not purport to be a complete description of the Preliminary Barclays Presentations or of any preliminary financial analyses performed by Barclays. 

The preliminary financial analyses in these preliminary presentations were based on market, economic and other conditions as they existed as of the dates of the respective presentations as well as other information that was available at those times. Accordingly, the results of the financial analyses differed due to changes in those conditions. Finally, Barclays continued to refine various aspects of its financial analyses with respect to the Company until May 5, 2025.

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Board selected Barclays based upon (among other matters) Barclays’ familiarity with the Company from its initial public offering, its investment banking experience in the industry in which the Company competes and its significant experience and expertise in similar transactions (including in co-advisor arrangements).

Barclays is acting as financial advisor to the Company in connection with the Merger. As compensation for its services in connection with the Merger, the Company paid Barclays a fee of $4 million upon the delivery of Barclays’ opinion (the “Opinion Fee”). The Opinion Fee was not contingent upon the conclusion of Barclays’ opinion or the consummation of the Merger. Additional compensation of approximately $23 million will be payable on completion of the Merger against which the Opinion Fee will be credited. In addition, the Company has agreed to reimburse Barclays for a portion of its reasonable and documented out-of-pocket expenses incurred in connection with the Merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by the Company and the rendering of Barclays’ opinion.

Barclays has performed various investment banking and financial services for the Company and for Corpay and TPG, affiliates of Parent, in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services. Specifically, in the past two years as of the date of its opinion, Barclays has performed the following investment banking and financial services: (a) for Corpay (i) in February 2025, Barclays acted as joint lead arranger and joint bookrunner for Corpay’s amended credit facility, (ii) in September 2024, Barclays acted as joint lead arranger and joint bookrunner for Corpay’s amended credit facility and (iii) an affiliate of Barclays has been a counterparty to Corpay in various hedging transactions; and

(b) for TPG or funds managed by TPG, (i) acted as a lender to funds managed by TPG under various asset finance facilities and margin loans, (ii) acted as underwriter on various notes offerings and (iii) acted as placement agent on various CLO notes offerings.

In addition, Barclays and its affiliates in the past have provided, currently are providing, or in the future may provide, investment banking services to TPG and certain of its affiliates and portfolio companies of funds managed by TPG and other affiliated entities and have received or in the future may receive customary fees for rendering such services, including (i) having acted or acting as financial advisor to TPG and certain of its affiliates and portfolio companies of funds managed by TPG and other TPG affiliates in connection with certain mergers and acquisition transactions; (ii) having acted or acting as arranger, bookrunnner and/or lender for TPG and certain of its affiliates and portfolio companies of funds managed by TPG and other TPG affiliates in connection with the financing for various acquisition transactions; and (iii) having acted or acting as underwriter, initial purchaser and placement agent for various equity and debt offerings undertaking by TPG and certain of its affiliates and portfolio companies of funds managed by TPG and affiliates.

In the past two years as of the date of its opinion, Barclays has not received fees from the Company for any investment banking services. From January 1, 2022 through the date of its opinion, Barclays has received approximately $1.4 million in investment banking fees from Corpay and approximately $64.9 million in investment banking fees from TPG and its portfolio companies and affiliates.

Subsequent to the rendering of its opinion, Barclays pitched Corpay for potential investment banking services in connection with a potential transaction unrelated to the transactions contemplated by the Merger Agreement. Following such pitch, Barclays was retained by Corpay to provide such services. The Transaction Committee discussed this development and had no objection. Barclays cannot quantify the compensation that may be received from this potential mandate but expects that any compensation received in connection therewith will be significantly less than the compensation payable to Barclays in connection with the Merger. There can be no assurance that the potential transaction will be pursued or ultimately consummated.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company and of TPG, Corpay and certain of the affiliates and portfolio companies of TPG and Corpay, as applicable, for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

The Company retained FT Partners as a financial advisor in connection with the Merger. In connection with the engagement, representatives of FT Partners provided to the Board or Transaction Committee, for informational purposes only, discussion materials to be used at meetings of the Board or Transaction Committee, as applicable, held on December 18, 2024 (the “December 18 Materials”), January 10, 2025 (the “January 10 Materials”), January 24, 2025 (the “January 24 Materials”), January 24, 2025 (the “Other January 24 Materials”), February 3, 2025 (the “February 3 Materials”), March 26, 2025 (the “March 26 Materials”), March 31, 2025 (the “March 31 Materials”), April 1, 2025 (the “April 1 Materials”), April 17, 2025 (the “April 17 Materials”), May 1, 2025 (the “May 1 Materials”), and May 5, 2025 (the “May 5 Materials”, and together with December 18 Materials, the January 10 Materials, the January 24 Materials, the Other January 24 Materials, the February 3 Materials, the March 26 Materials, the March 31 Materials, the April 1 Materials, the April 17 Materials and the May 1 Materials, the “FTP Discussion Materials”). The full texts of the FTP Discussion Materials, which set forth assumptions made in connection with the analyses included therein, have been filed as exhibits to the Schedule 13E-3 of which this proxy statement forms a part filed with the SEC in connection with the Transactions, including the Merger, and are incorporated herein by reference. The Schedule 13E-3, including the FTP Discussion Materials, may be obtained from the SEC in the manner described under the section of this proxy statement entitled “Where You Can Find More Information.” The description of the FTP Discussion Materials set forth below is qualified in its entirety by reference to the full texts of such FTP Discussion Materials.

The FTP Discussion Materials were provided for the benefit of the Company for its information and assistance in connection with its consideration of the Merger. Although FT Partners provided financial advisory services to the Company in connection with the Merger, the engagement letter between the Company and FT Partners did

not provide that FT Partners would render a fairness opinion in connection with a strategic transaction involving the Company, and FT Partners was not requested to provide, and did not provide, to the Company, Parent, Corpay, the holders of any class of securities, creditors or other constituencies of the Company, Parent, Corpay or any other person (a) any opinion as to the fairness, from a financial point of view or otherwise, of the Transactions or the Merger Consideration to the Company, Parent, Corpay, any holder of Company Common Stock or the holders of any other class of securities, creditors or other constituencies of the Company, Parent or Corpay; (b) any valuation of the Company, Parent or Corpay for the purpose of assessing the fairness of the Merger Consideration to any such person; or (c) any opinion as to the underlying decision by the Company to engage in the Transactions, including the Merger. Additionally, FT Partners was not asked to, and did not, among other things, provide any recommendation as to how any holder of Company Common Stock should vote or act on any matters relating to the Merger or otherwise. In addition, the financial analyses and observations reflected in the FTP Discussion Materials should not be viewed as a factor considered by the Company with respect to the fairness of any consideration (including, without limitation, the Merger Consideration), the Merger Agreement and the Transactions, including the Merger or otherwise. Further, the FTP Discussion Materials do not constitute a recommendation to the Company with respect to the fairness of any consideration (including, without limitation, the Merger Consideration), the Merger Agreement and the Transactions, including the Merger, or otherwise. FT Partners did not address the underlying business decision of any party to the Merger Agreement to effect or enter into the Merger Agreement, the relative merits of the Merger Agreement and the Transactions, including the Merger, as compared to any alternative business strategies that might exist for any such party or the effect of any other transaction which any such party might engage in or consider. Because FT Partners was not requested to, and did not, deliver a fairness opinion in connection with the Transactions, it did not perform financial analyses with a view towards those analyses supporting a fairness opinion. The FTP Discussion Materials were preliminary and informational and are not reflective of certain procedures typically applicable to materials or presentations in connection with delivering an opinion.

While the FTP Discussion Materials include various analyses and observations (as described below), the Company believes that those analyses and observations were preliminary only and did not take into account all relevant factors. The Company did not rely on the FTP Discussion Materials in negotiating the Merger Consideration, or any other terms of the Merger Agreement and the Transactions, including the Merger, or in deciding whether to enter into the Merger Agreement or any of the Transactions.

The FTP Discussion Materials did not in any manner address the prices at which Company Common Stock or other securities would trade following the announcement or consummation of the Merger or any other transaction. FT Partners did not express any view with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to accounting, tax or other consequences resulting from the Transactions or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Company, its business divisions or any other entity or business or the Merger Agreement and the Transactions, including the Merger.

In connection with its engagement, FT Partners reviewed, among other things, certain publicly available business and financial information concerning the Company and other companies and certain information furnished to it by Company management, including financial forecasts relating to the business, operations and prospects of the Company (referred to in this proxy statement as the “Company Forecasts” and which are summarized in the section entitled “Special Factors—Certain Financial Forecasts”). FT Partners assumed and relied, without independent verification, upon the accuracy and completeness of all such information. With respect to any financial forecasts, projections, other estimates and other forward-looking information provided by the Company or otherwise obtained by FT Partners from public sources, data suppliers and other third parties, FT Partners assumed that such forecasts, projections, other estimates and information were reasonably prepared on bases reflecting the best currently available estimates and judgments of the preparer as to, and were a reasonable and reliable basis upon which to evaluate, the matters covered thereby. No representation or warranty, express or implied, was made by FT Partners in relation to the accuracy or completeness of the information presented in the FTP Discussion Materials or their suitability for any particular purpose. FT Partners also considered such other factors as FT Partners deemed appropriate. FT Partners expressed no view, opinion, representation, guaranty or warranty (in each case, express or implied) regarding the reasonableness or achievability of any financial forecasts, projections, other estimates or other forward-looking information provided to, obtained or otherwise

reviewed by, or discussed with, FT Partners, or the assumptions upon which they are based. FT Partners did not conduct, and was not provided with, any independent valuation or appraisal of any assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other company or business, nor did FT Partners make any physical inspection of the properties or assets of the Company or any other company or business. FT Partners did not evaluate the solvency of the Company or any other company or business under any state or federal laws relating to bankruptcy, insolvency or similar matters or the ability of the Company to pay its obligations when they come due. The information in the FTP Discussion Materials is subject to the assumptions, limitations, qualifications and other conditions contained therein and is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to FT Partners as of, the date of each such presentation. The matters considered by FT Partners in its financial analyses and reflected in the FTP Discussion Materials were necessarily based on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors as in effect on, and information made available to FT Partners as of the date of such FTP Discussion Materials. Many such conditions are beyond the control of the Company and FTP Partners.

The analyses included in the FTP Discussion Materials are inherently subject to uncertainty, and neither FT Partners nor any other person assumes responsibility if future results are different from those forecasted. Furthermore, it should be understood that subsequent developments may affect the views expressed in the FTP Discussion Materials and that FT Partners does not have any obligation to update, revise or reaffirm its financial analyses or the FTP Discussion Materials based on circumstances, developments or events occurring after the date of such FTP Discussion Materials. With respect to the financial analyses performed by FT Partners in the FTP Discussion Materials: (i) such financial analyses, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses; (ii) while none of the companies reviewed by FT Partners for purposes of its analyses are directly comparable to the Company, the companies were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of the Company based on FT Partners’ familiarity with the Company’s industry and its professional judgment and experience; (iii) while none of the selected transactions reviewed by FT Partners for purposes of its analyses are identical to the Merger, and while none of the companies involved in such transactions is identical or directly comparable to the Company, the transactions were selected because they involved publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of the Company based on FT Partners’ familiarity with the Company’s industry and its professional judgment and experience or were transactions that for purposes of analysis may be considered similar to the Merger, based on FT Partners’ professional judgment and experience; (iv) in any event, FT Partners’ analyses are not mathematical, rather, such analyses involve complex considerations and judgments concerning the differences in business, operating, financial and capital markets-related characteristics and other factors; and (v) such financial analyses do not purport to be appraisals or to reflect the prices at which shares or other securities or financial instruments of or relating to shares of Company Common Stock may trade or otherwise be transferable at any time.

The summaries set forth below do not purport to be a complete description of the financial analyses and observations performed by FT Partners or the underlying assumptions made, procedures followed, matters considered, and limitations, qualifications and other conditions contained therein, nor does the order of the financial analyses or observations described represent the relative importance or weight given to those financial analyses or observations by FT Partners. In general, the preparation of financial analyses, information and data is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, financial analyses and information are not readily susceptible to summary description. Future results may be different from those described and such differences may be material.

FT Partners reviewed publicly available financial, stock market and operating information of the Company and the following selected companies in the B2B payments & office of the CFO software sectors, which FT Partners in its professional judgment considered generally relevant for comparative purposes as publicly traded companies

with similar operating and financial characteristics, providing similar services, serving similar markets, and at similar stages. These companies are collectively referred to in this section as the “selected companies”:

FT Partners reviewed the enterprise value (“EV”), which is generally the market value of common equity (taking into account applicable dilutive securities, if any) plus the book value of debt less cash adjusted for any minority interest positions and equity interest positions, for each selected company as a multiple of estimated (i) revenue and (ii) gross profit for calendar years 2025 and 2026. Financial data for the selected companies was based on publicly available information.

The 25th percentile, median and 75th percentile multiples observed for the selected companies in relation to estimated (i) revenue and (ii) gross profit for calendar years 2025 and 2026 were:

Based on its professional judgment and after taking into consideration, among other things, the observed data for the selected companies, FT Partners then applied (i) the median 2025E EV / Revenue multiple of 2.3x derived from the selected companies to the Company’s 2025E revenue per the Risk-Adjusted Forecasts, (ii) the median 2026E EV / Revenue multiple of 2.1x derived from the selected companies to the Company’s 2026E revenue per the Risk-Adjusted Forecasts, (iii) the median 2025E EV / Gross Profit multiple of 3.5x derived from the selected companies to the Company’s 2025E gross profit, as provided by Company management in connection with the Risk-Adjusted Forecasts, and (iv) the median 2026E EV / Gross Profit multiple of 3.3x derived from the selected companies to the Company’s 2026E gross profit, as provided by Company management in connection with the Risk-Adjusted Forecasts.

This analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $6.52 to $7.43.

Using publicly available information, FT Partners reviewed financial data relating to the following three selected transactions involving companies with EVs between $1.5 billion and $4.1 billion since January 1, 2024, which FT Partners in its professional judgment considered generally relevant for comparative purposes as transactions involving target companies with similar financial and operating characteristics, providing similar services and serving similar markets. These three transactions are collectively referred to in this section as the “selected transactions”:

FT Partners reviewed EVs of the selected transactions as a multiple of the applicable target company’s (i) last-twelve-months (“LTM”) gross profit, in each case for the LTM prior to the announcement date of the

respective transaction and (ii) next-twelve-months (“NTM”) gross profit. Financial data for the selected transactions was based on press releases, public filings and other publicly available information. The overall low-to-high LTM gross profit multiples range observed for the selected transactions was 4.5x to 8.1x, with a median of 5.1x. The overall-low-to high NTM gross profit multiples range observed for the selected transactions was 4.4x to 7.9x, with a median of 4.7x. FT Partners then applied the median LTM and NTM gross profit multiples of 5.7x and 4.7x, respectively, derived from the selected transactions to the Company’s LTM and NTM gross profit, respectively, based on public filings and figures provided by Company management in connection with the Risk-Adjusted Forecasts. This analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $8.97 to $9.18.

FT Partners reviewed publicly available research analyst price targets based on selected Wall Street research reports prepared by research analysts covering the Company. FT Partners observed target prices that ranged from $8.00 to $9.00 per share of Company Common Stock.

FT Partners performed a discounted cash flow analysis of the Company by calculating the estimated present value of the unlevered free cash flows forecasted to be generated by the Company for the balance of fiscal year 2025 through fiscal year 2029 based on the Risk-Adjusted Forecasts, excluding public company costs per Company management, and terminal values based on an exit multiple range of 8.0x to 12.0x applied to the Company’s estimated fiscal year 2029 Adjusted EBITDA based on the Risk-Adjusted Forecasts, excluding public company costs per Company management. FT Partners derived the exit multiple range based on its experience in the industry and judgment as a financial advisor. The unlevered free cash flows and terminal values were discounted to present value using a discount rate of 20.0%, which was chosen based on FT Partners’ professional judgment and experience. This analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $4.10 to $8.38.

FT Partners performed a leveraged buyout analysis to estimate the theoretical prices at which a financial sponsor might effect a leveraged buyout of the Company. For purposes of this analysis, FT Partners assumed that a financial buyer would attempt to realize a return on its investment at the end of calendar year 2029, with a valuation of the Company realized by the financial sponsor in such subsequent exit transaction based on a multiple range of 8.0x to 12.0x representing aggregate transaction equity value to fiscal year 2029 LTM Adjusted EBITDA based on the Risk-Adjusted Forecasts, excluding public company costs per Company management. For purposes of this analysis, FT Partners also assumed an illustrative leverage multiple of 6.5x the Company’s first quarter 2025 LTM Adjusted EBITDA. FT Partners then derived a range of theoretical purchase prices based on an assumed required internal rate of return for a financial buyer of between 20.0% and 25.0%, based on FT Partners’ experience and professional judgment as a financial advisor. This analysis indicated an approximate implied equity value per share reference range for Company Common Stock of $5.32 to $8.26.

In addition to the April 17 Materials, which have been filed with the SEC as an exhibit to the Schedule 13E-3 of which this proxy statement forms a part and which is described above, copies of the December 18 Materials, the January 10 Materials, the January 24 Materials, the Other January 24 Materials, the February 3 Materials, the March 26 Materials, the March 31 Materials, the April 1 Materials, the May 1 Materials and the May 5 Materials are also attached as exhibits to the Schedule 13E-3. A summary of these presentations is provided below. The results of the financial analyses included in these preliminary presentations may have differed due to changes in economic, monetary, market and other conditions as in effect on, and the information made available to FT Partners as of, the dates of the respective presentations. Additionally, FT Partners continued to refine various aspects of its financial analyses with respect to the Company over time.

Representatives of FT Partners provided the Board with the December 18 Materials in connection with a meeting of the Board on December 18, 2024. The December 18 Materials contained, among other information, (i) an illustrative comparable company analysis of selected companies in the B2B payments & office of the CFO

software sectors based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $8.53 to $17.69; (ii) an illustrative comparable company analysis of financial profile peers based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $24.17 to $30.14; (iii) an illustrative Rule of X analysis based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $12.93 to $14.94; (iv) an illustrative selected precedent leveraged buyout transactions analysis based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $9.20 to $17.68; (v) an illustrative discounted cash flow analysis based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $17.11 to $22.35; and (vi) an illustrative leveraged buyout analysis based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $13.10 to $15.30.

Representatives of FT Partners provided the Transaction Committee with the January 10 Materials in connection with a meeting of the Transaction Committee on January 10, 2025. The January 10 Materials contained, among other information, considerations regarding the transaction timeline and an illustrative transaction process timeline.

Representatives of FT Partners provided the Transaction Committee with the January 24 Materials in connection with a meeting of the Transaction Committee on January 24, 2025. The January 24 Materials contained, among other information, an overview of the various transaction workstreams and assignments as between Company management, Barclays and FT Partners.

Representatives of FT Partners provided the Transaction Committee with the Other January 24 Materials in connection with a meeting of the Transaction Committee on January 24, 2025. The Other January 24 Materials contained, among other information, a summary of the dialogue between the Company and various third parties to date.

Representatives of FT Partners provided the Transaction Committee and the Board with the February 3 Materials in connection with meetings of the Transaction Committee and the Board on February 3, 2025. The February 3 Materials contained, among other information, (i) an overview of the December 2024 Forecasts; (ii) a summary of the January 31 TPG Bid and the Sponsor D Bid received by the Company; (iii) an analysis of Company Common Stock at various prices; (iv) an overview of the two-year share price performance of Company Common Stock; (v) an illustrative comparable company analysis of selected companies in the B2B payments & office of the CFO software sectors based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $13.39 to $18.20; (vi) an illustrative Rule of X analysis based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $12.43 to $15.90; (vii) an illustrative selected precedent transactions analysis based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $11.49 to $17.18; (viii) an illustrative discounted cash flow analysis based on the December 2024 Forecasts, which indicated an approximate implied equity value per share reference range for Company Common Stock of $17.03 to $22.13; (ix) an illustrative leveraged buyout analysis based on the December 2024 Forecasts and assumptions from the Sponsor D Bid, which indicated an approximate implied equity value per share reference range for Company Common Stock of $14.38 to $16.35; and (x) an illustrative leveraged buyout analysis based on the December 2024 Forecasts and assumptions from the January 31 TPG Bid, which indicated an approximate implied equity value per share reference range for Company Common Stock of $14.60 to $16.63.

Representatives of FT Partners provided the Board with the March 26 Materials in connection with a meeting of the Board on March 26, 2025. The March 26 Materials contained, among other information, (i) an overview of the sale process and dialogue between the Company and various parties; (ii) a summary of the indications of interest received by the Company, including the March 25 TPG Bid and the Sponsor G Bid; (iii) an overview of the February 2025 Forecasts, excluding public company costs per Company management; (iv) an analysis of Company Common Stock at various prices; (v) an overview of the two-year share price performance of Company Common Stock; (vi) an illustrative comparable company analysis of selected companies in the B2B payments & office of the CFO software sectors based on the February 2025 Forecasts, excluding public company costs per Company management, which indicated an approximate implied equity value per share reference range

for Company Common Stock of $5.95 to $14.58; (vii) an illustrative Rule of X analysis based on the February 2025 Forecasts, excluding public company costs per Company management, which indicated an approximate implied equity value per share reference range for Company Common Stock of $10.58 to $11.81; (viii) an illustrative selected precedent transactions analysis based on the February 2025 Forecasts, excluding public company costs per Company management, which indicated an approximate implied equity value per share reference range for Company Common Stock of $11.31 to $12.95; (ix) an illustrative discounted cash flow analysis based on the February 2025 Forecasts, excluding public company costs per Company management, which indicated an approximate implied equity value per share reference range for Company Common Stock of $11.13 to $15.43; (x) an illustrative leveraged buyout analysis based on the February 2025 Forecasts and assumptions from the March 25 TPG Bid and the Sponsor G Bid, excluding public company costs per Company management, which indicated an approximate implied equity value per share reference range for Company Common Stock of $12.64 to $13.79.

Representatives of FT Partners provided the Board with the March 31 Materials in connection with a meeting of the Board on March 31, 2025. The March 31 Materials contained, among other information, a summary of relevant strategic parties, and possible risks to engaging with such parties identified by Company management, with respect to a possible transaction involving the Company.

Representatives of FT Partners provided the Board with the April 1 Materials in connection with a meeting of the Board on April 1, 2025. The April 1 Materials contained, among other information, an overview of the businesses of Corpay and Strategic Company and illustrative accretion/dilution analyses for various potential transactions between the Company and each of Corpay and Strategic Company based on the February 2025 Forecasts, excluding public company costs per Company management.

Representatives of FT Partners provided the Board with the May 1 Materials in connection with a meeting of the Board on May 1, 2025. The May 1 Materials contained, among other information, a summary of the April 29 Proposal, including the non-binding term sheet, and a signing checklist provided by TPG.

Representatives of FT Partners provided the Board with the May 5 Materials in connection with a meeting of the Board on May 5, 2025. The May 5 Materials contained, among other information, an overview of the Company’s sale process and a long-term summary financial profile of the Company.

FT Partners was engaged by the Company to act as financial advisor to the Company in connection with the Merger, and FT Partners will receive an aggregate fee for its services of approximately $39 million, all of which is payable contingent upon consummation of the Merger. The Company also agreed to reimburse FT Partners for its reasonable expenses and to indemnify FT Partners against liabilities arising out of or in connection with the services rendered and to be rendered by FT Partners under its engagement.

FT Partners has not provided any other financial advisory or financing services to the Company, TPG, Corpay or their respective affiliates and/or as applicable, portfolio companies, during the two-year period ended May 6, 2025. FT Partners may seek to, in the future, provide financial advisory and financing services to the Company, TPG, Corpay or entities that are affiliated with the Company, TPG or Corpay and their respective affiliates and/or as applicable, portfolio companies, for which FT Partners would expect to receive compensation. As of the date of this proxy statement, entities controlled by Steve McLaughlin, Managing Partner of FT Partners, beneficially own 9,559,156 shares of Company Common Stock. In the ordinary course of business, FT Partners and its affiliates may trade or hold securities of the Company, TPG or Corpay and/or their respective affiliates and, as applicable, portfolio companies for FT Partners’ own account and, accordingly, may at any time hold long or short positions in those securities.

FT Partners was selected to act as the Company’s financial advisor in connection with the Merger because FT Partners is an internationally recognized investment banking firm with substantial experience in Merger and acquisition transactions and its familiarity with the Company and its business.

While the Company has from time to time provided limited financial guidance to investors, the Company does not, as a matter of course, make public projections as to future revenues, earnings or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the

uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. In the ordinary course of business, the Board, together with members of Company management, regularly reviews, considers and assesses the Company’s performance, future growth prospects, evolving industry landscape, customer opportunities, product portfolio and overall strategic direction in light of the current and anticipated business and economic environment and in consideration of the Company’s long-term business strategy to enhance value for Company stockholders.

In connection with the Merger, the Company is including in this proxy statement a summary of certain unaudited prospective financial information of the Company prepared by members of Company management, on a standalone basis without giving effect to the Merger, because certain financial information was reviewed by the Board and Parent, as well as the Company’s financial advisors and other potential buyers, in connection with consideration and evaluation of a potential transaction. The Company Forecasts included the growth plan of the Company prepared by members of Company management in connection with the process described in the section of this proxy statement entitled “Special Factors—Background of the Merger” (i.e., the December 2024 Forecasts (as defined below)), which the Board and members of Company management believed reflected a more optimistic series of estimates related to future results and long-term performance of the Company (and were later updated in February 2025 as described below (i.e., the February 2025 Forecasts)), and the Risk-Adjusted Forecasts, which included a set of assumptions and estimates, including with respect to the downside risks of the Company’s prospects as a standalone company, that members of Company management believed were more likely to occur and, as of the time of their creation, reflected the best estimates and judgments of the Company as to the future financial performance of the Company (as further described below). As further described in the section of this proxy statement entitled “Special Factors—Background of the Merger,” as part of the sale process that led to the announcement of the Merger, the Board extensively considered the Company’s financial performance and standalone plan and the assumptions underlying the different cases of forecasts that members of Company management prepared, including in the context of the historical and most recent revenue and Adjusted EBITDA (as defined below) trends for the Company, as well as industry changes and the regulatory environment. The Board also considered the fact that since becoming a public company the Company had consistently underperformed the annual growth plan prepared by members of Company management (in some cases by a significant margin) and, at other times, the Company’s own short-term guidance to public analysts. After reviewing and discussing the December 2024 Forecasts, the February 2025 Forecasts and the Risk-Adjusted Forecasts as the sale process developed, the Board directed Barclays and FT Partners to rely on the Risk-Adjusted Forecasts in performing their respective financial analyses, and directed Barclays to utilize the Risk-Adjusted Forecasts for purposes of rendering its opinion delivered to the Board, in each case as summarized in the section of this proxy statement entitled “Special Factors—Fairness Opinion of Barclays Capital Inc.” and “Special Factors—Materials Provided to the Company by FT Partners,” respectively.

The Company Forecasts were prepared treating the Company on a standalone basis, without giving effect to the Merger, including any impact of the negotiation or execution of the Merger, the expenses that may be incurred in connection with the Merger or the consummation thereof, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the Merger, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions that may or would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The inclusion of the Company Forecasts or of this summary does not constitute an admission or representation by the Company, the Company’s financial advisors or any other person that the information is material, and should not be regarded as an indication that the Board, the Company’s financial advisors, the Company or its management, or any other recipient of this information, considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and the Company Forecasts should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Company Forecasts.

The Company Forecasts and the underlying assumptions upon which the Company Forecasts were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of the Company’s industry and based on actual experience and business developments. The Company Forecasts, while presented with numerical specificity, reflect numerous assumptions with respect to the Company’s performance, industry performance, general business, economic, regulatory, market and financial

conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond the Company’s control. The Company Forecasts constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the Company Forecasts or the underlying assumptions to be inaccurate and for actual results to differ materially from the Company Forecasts, including those described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” and those risk factors described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. As a result, there can be no assurance that the Company Forecasts will be realized or that actual results will not be significantly higher or lower than projected, and the Company Forecasts cannot be considered as guidance or a guarantee of future operating results and should not be relied upon as such. In addition, since the Company Forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. The Company Forecasts do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Company Forecasts may have changed since the date the Company Forecasts were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Company Forecasts will be achieved. In addition, none of the December 2024 Forecasts, the February 2025 Forecasts or the Risk-Adjusted Forecasts have been updated or revised to reflect information or results after the date the applicable Company Forecasts were prepared, except that the December 2024 Forecasts and February 2025 Forecasts were updated to the February 2025 Forecasts and the Risk-Adjusted Forecasts, respectively, as expressly described below. None of the Company, Parent, Merger Sub or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Company Forecasts or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error, except as required by the Company under applicable law. These considerations should be taken into account in reviewing the Company Forecasts, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the Special Meeting will be held several months after the Company Forecasts were prepared, as well as the uncertainties inherent in any forecasting assumptions and information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Company Forecasts set forth below. The Company Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in the Company’s public filings with the SEC. The Company urges all of the Company stockholders to review its most recent SEC filings for a description of its reported financial results. Please see the section of this proxy statement entitled “Where You Can Find More Information” for additional information.

The Company Forecasts were not prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or GAAP. The Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to the Company Forecasts, and does not express an opinion or any form of assurance related thereto.

The Company Forecasts contain certain non-GAAP financial measures. Members of Company management regularly use a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While the Company believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating results and to analyze the Company’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures used by other companies due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Company Forecasts to the relevant GAAP financial measures.

The Company has not made and makes no representation to any Company stockholder or to TPG, Corpay, Parent or Merger Sub in the Merger Agreement or otherwise concerning the Company Forecasts or regarding the Company’s ultimate performance compared to the information contained in the Company Forecasts or that the projected results will be achieved.

Set forth below are prospective Revenue, Adjusted EBITDA and Unlevered Free Cash Flow (in millions) for the Company for fiscal years 2025 through 2029, which projections were prepared by members of Company management in December 2024 (the “December 2024 Forecasts”).

In the ordinary course of business and as part of its annual business review, Company management prepares a growth plan for the Company. Such growth plans do not account for major risk factors, including macroenvironmental risk, execution risk and monetization timing which, if realized, would likely impact Company performance over time.

The Company’s performance has historically underperformed Company management’s growth plans, in part due to the fact that such growth plans are not risk-adjusted but risks to the Company and its business have materialized over time. The December 2024 Forecasts were prepared in connection with the process described in the section of this proxy statement entitled “Special Factors—Background of the Merger” and were based on (i) the growth plan for the Company for fiscal years 2025 through 2029 that was prepared in the ordinary course and (ii) the assumptions of Company management in late 2024. The December 2024 Forecasts included the following assumptions and limitations:

The December 2024 Forecasts were reviewed by the Transaction Committee at a meeting on January 6, 2025, and the Transaction Committee determined that the December 2024 Forecasts were optimistic yet achievable with strong Company performance and in a favorable macroenvironment, and accordingly the Transaction Committee believed that it was reasonable for the Company’s financial advisors to use the December 2024 Forecasts in connection with the process described in the section of this proxy statement entitled “Special Factors—Background of the Merger” and to provide the December 2024 Forecasts (other than Unlevered Free Cash Flow) to potential bidders.

Set forth below are prospective Revenue, Adjusted EBITDA, Unlevered Free Cash Flow and Cash Savings from Utilization of Net Operating Losses (in millions) for the Company for fiscal years 2025 through 2029, which projections were prepared by members of Company management in February 2025 (the “February 2025 Forecasts”).

In February 2025, in light of the Company’s actual performance during the first half of the first quarter of 2025 and expected performance through the end of 2025 as of such time, members of Company management reviewed the December 2024 Forecasts and the assumptions underlying such forecasts, including with the Transaction Committee and the Board. The February 2025 Forecasts did not account for major risk factors, including macroenvironmental risk, execution risk and monetization timing which, if realized, would likely impact Company performance over time. Following authorization by the Board, the December 2024 Forecasts, including the assumptions underlying such forecasts, were reviewed and updated by members of Company management to reflect the Company’s actual performance during the first half of the first quarter of 2025 and business outlook as of such time, including volume and timing expectations on growth and partnership developments and opportunities. Sales productivity metrics including net new customer acquisitions were lower in the fourth quarter of 2024 and through the first half of the first quarter of 2025 compared to the assumptions of the December 2024 Forecasts, and this lower ongoing level of sales productivity was assumed to continue before recovering further into the future. The amount of revenue contribution in 2026 and beyond from new products such as Payment Accelerator was also reduced based on observed business activity. The February 2025 Forecasts were approved by the Board to be used by the Company’s financial advisors and provided to potential bidders (other than Unlevered Free Cash Flow and Cash Savings from Utilization of Net Operating Losses).

Set forth below are prospective Revenue, Adjusted EBITDA, Unlevered Free Cash Flow and Cash Savings from Utilization of Net Operating Losses (in millions) for the Company for fiscal years 2025 through 2029, which projections were prepared by members of Company management in April 2025 (the “Risk-Adjusted Forecasts” and, together with the December 2024 Forecasts and the February 2025 Forecasts, the “Company Forecasts”).

In March and April 2025, in light of the Company’s actual performance throughout the remainder of the first quarter of 2025 and changes in the macroenvironment, members of Company management reviewed the February 2025 Forecasts and the assumptions underlying such forecasts, including with the Transaction Committee and the Board. Following authorization by the Board, the February 2025 Forecasts were reviewed and updated by members of Company management to reflect the Company’s actual performance throughout the remainder of the first quarter of 2025 and business outlook as of such time, including potential negative impacts resulting from certain sensitivities and risks previously identified and discussed but not incorporated in the December 2024 Forecasts and the February 2025 Forecasts, among them, certain of the incremental revenue growth drivers not materializing on the timeline that Company management had hoped for and the Company’s

direct sales force and partner ecosystem instead achieving new customer acquisitions in amounts and timing in line with observed historical sales performance, as further described in the section of this proxy statement entitled “Special Factors—Background of the Merger.” The Risk-Adjusted Forecasts were approved by the Board to be used by the Company’s financial advisors, including by Barclays in preparing its fairness opinion rendered in connection with the Merger. While certain sensitivities and risks were discussed with Parent and other potential bidders, the Risk-Adjusted Forecasts were not provided to Parent or other potential bidders.

If the Merger Agreement is adopted by the Company stockholders and all other conditions to the Closing set forth in the Merger Agreement are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation.

Upon consummation of the Merger, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company, or their respective stockholders, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Canceled Shares, Dissenting Shares and Rollover Shares) will be canceled and automatically converted into and will thereafter represent the right to receive the Merger Consideration. If the Merger is consummated, you will no longer own any shares of capital stock of the Company as of the Effective Time.

The Company Common Stock is currently registered under the Exchange Act and is listed on Nasdaq under the symbol “AVDX”. If the Merger is consummated, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent, and our Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.

Following the consummation of the Merger, Parent and its affiliates will directly own all of the equity interests of the Company and will be the beneficiary of future earnings, growth and value of the Company, including its net book value and net earnings, and will control the voting on corporate matters affecting the Company.

The table below sets forth the estimated beneficial ownership of Company Common Stock and resulting interests in the Company’s net book value and net earnings of the Purchaser Filing Parties prior to and immediately after the Merger, based on the Company’s net book value at March 31, 2025 and net earnings for the three months ended March 31, 2025, as if the Merger were completed on such date.

Additionally, following the Merger, the shares of Company Common Stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded. See the section of this proxy statement entitled “Special Factors—Plans for the Company After the Merger.” As such, the Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of Company Common Stock face as a result of the provisions of Section 16 of the Exchange Act. The Company will also be relieved of the obligation to separately prepare and furnish information to its stockholders. The Purchaser Filing Parties will benefit from any public company regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriment of the Merger to the Purchaser Filing Parties is the fact that the Purchaser Filing Parties will bear all of the risk of any possible decrease in the future earnings, growth or value of the Company following the Merger. Additionally, Parent’s ownership of the equity interests of the Company will be illiquid, with no public trading market for such securities.

The primary benefit of the Merger to the Unaffiliated Stockholders is their right to receive the Merger Consideration for each share of Company Common Stock held by such stockholders as described above, which represents a premium of approximately 22% to the closing price of the Company Common Stock of $8.20 on May 6, 2025, the last trading day prior to the Company’s public announcement that it had entered into the Merger Agreement, a 16% premium over the 90-day volume weighted average price as of the same date and a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction involving the Company. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in the Company’s future earnings, growth or value.

The primary detriment of the Merger to the Unaffiliated Stockholders is the lack of an interest of such stockholders in the potential future earnings, growth or value realized by the Company after the Merger, including as a result of any possible sale of the Company or its assets to a Third Party in the future. Additionally, the receipt of cash in exchange for Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes (as described under the section of this proxy statement entitled “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Common Stock”).

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The shares of Company Common Stock are currently listed on the Nasdaq and registered under the Exchange Act. Following completion of the Merger,

there will be no further market for the shares of Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company Common Stock will be delisted from the Nasdaq and deregistered under the Exchange Act.

From and after the Effective Time, unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will become the officers of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be. At the Effective Time, (i) the certificate of incorporation of the Company in effect immediately prior to the Effective Time will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, and as so amended will be the certificate of incorporation of the Surviving Corporation, and (ii) the bylaws of the Company in effect immediately prior to the Effective Time will be amended and restated in their entirety in the form of the bylaws of Merger Sub immediately prior to the Effective Time (except as to the name of the Surviving Corporation, which will be “AvidXchange Holdings, Inc.”), and as so amended will be the bylaws of the Surviving Corporation, in each case, until thereafter amended in accordance with the applicable provisions of the DGCL and as provided in such certificate of incorporation and such bylaws.

The Parent Filing Parties, Parent and Merger Sub currently anticipate that the Company’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a direct wholly owned subsidiary of Parent). The TPG Filing Parties have made arrangements with Corpay that may, subject to the satisfaction of a number of conditions and contingencies, result in the future sale of the remaining outstanding equity of Topco not already owned by Corpay to Corpay after 33 months following the Closing. Further, following completion of the Merger, the Parent Filing Parties, Parent and Merger Sub will continue to assess what additional changes, if any, would be desirable following the Merger.

If the Merger Proposal is not approved by the Company stockholders or if the Merger is not consummated for any other reason, the Company stockholders will continue to hold their shares of Company Common Stock and will not receive any payment for such shares. Instead, the Company will remain an independent publicly traded company, the Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of the Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, assets, operating results, financial condition, prospects and business strategy, among other matters, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the Company stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay the Company Termination Fee to an affiliate of TPG and Corpay pro rata in accordance with their respective portions of the Equity Financing upon the termination of the Merger Agreement, as described under the section of this proxy statement entitled “The Merger Agreement—Effect of Termination.”

The Company is a Delaware corporation with principal executive offices located at 1210 AvidXchange Lane, Charlotte, NC 28206, telephone number (800) 560-9305. The Company is a provider of accounts payable automation software and payment solutions for middle market businesses and their suppliers. The Company’s software-as-a-service-based, end-to-end software and payment platform digitizes and automates the accounts payable workflows for more than 8,500 businesses, and the Company has made payments to more than 1,350,000 supplier customers of its buyers over the past five years. The Company Common Stock is listed on under the symbol “AVDX”. Additional information about the Company is contained in certain of its public filings that are incorporated by reference herein. See the section of this proxy statement entitled “Where You Can Find More Information.”

Parent is a privately held Delaware corporation affiliated with TPG through the TPG Guarantor. Parent was formed in 2025 solely for the purpose of engaging in the Transactions. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Transactions. Parent’s principal executive offices are located at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102, telephone number (817) 871-4000.

Merger Sub is a privately held Delaware corporation and a direct wholly owned subsidiary of Parent that was formed in 2025 solely for the purpose of engaging in the Transactions. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Transactions. Upon the consummation of the Merger, Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will cease. Merger Sub’s principal executive offices are located at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102, telephone number (817) 871-4000.

Upon consummation of the Merger, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company, or their respective stockholders, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any Rollover Shares, Canceled Shares and any Dissenting Shares), will be canceled and automatically converted into the right to receive an amount in cash equal to $10.00, without interest, which we refer to as the Merger Consideration. From and after the Effective Time, all of the shares of Company Common Stock converted into the Merger Consideration will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a Certificate and each holder of a Book-Entry Share, in each case, outstanding immediately prior to the Effective Time previously representing any such shares of Company Common Stock will thereafter cease to have any rights with respect to such securities, other than the right to receive, upon surrender of such Certificates and Book-Entry Shares, the Merger Consideration in accordance with the Merger Agreement. As described further under the section of this proxy statement entitled “Proposal No. 1: The Merger Proposal—Payment for the Company Common Stock”, at the Effective Time, Parent will deposit or cause to be deposited (a) with the Paying Agent, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid by the Paying Agent to the holders of Company Common Stock in accordance with the Merger Agreement and (b) with the Company, cash in an amount sufficient to pay the aggregate Option Consideration and RSU Consideration in accordance with the Merger Agreement. As soon as reasonably practicable after the Effective Time and in any event no later than the third business day following the Effective Time, Parent will cause the Paying Agent to send each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented shares of Company Common Stock (other than Canceled Shares and except for any Dissenting Shares and Rollover Shares) a letter of transmittal for use in effecting delivery of shares of Company Common Stock to the Paying Agent and instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, in exchange for the Merger Consideration.

If any cash payment is to be made to a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it will be a condition of such payment that the person requesting such payment will pay, or cause to be paid, any transfer taxes required by reason of the making of such cash payment to a person other than the registered holder of the surrendered Certificate or Book-Entry Share or will establish to the reasonable satisfaction of the Paying Agent that such taxes have been paid or are not payable.

Under the SEC rules governing “going private” transactions, each of the CEO Rollover Filing Parties may be deemed to be an affiliate of the Company and therefore, required to express his or its purposes and reasons for the Merger to the Unaffiliated Stockholders. The CEO Rollover Filing Parties are making the statements in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The CEO Rollover Filing Parties do not make any recommendations as to how Company stockholders should vote their Company Common Stock relating to the Merger.

Mr. Praeger co-founded the Company in April 2000 and has led the Company since its founding. Most recently, Mr. Praeger has served as the Company’s Chief Executive Officer and as Chairman of the Board since October 2021, and also served as the Company’s President until January 2023. Mr. Praeger has also served as the Chief Executive Officer and a member of the board of directors of AvidXchange, Inc., an operating subsidiary of the Company, since 2000. As further discussed in the section of this proxy statement entitled “Special Factors—Background of the Merger,” the CEO Rollover Filing Parties considered the headwinds and challenges facing the Company and the macroeconomic environment. They concluded that, given the market uncertainties and potential impact on the business, a take-private transaction at this time would provide management with increased flexibility to execute more effectively on future strategic plans than it would have as a public company, and provide a certainty of value to all of the Company stockholders, including the Unaffiliated Stockholders.

As further described in the section of this proxy statement entitled “Special Factors—Background of the Merger,” several bidders had proposed an equity rollover from management in connection with a possible transaction involving the Company, and each of the March 25 TPG Bid and the April 17 TPG Bid provided that a transaction would include a significant equity rollover from management. Based on conversations between members of Company management, the Company’s financial advisors and Parent, the CEO Rollover Filing Parties believed that the proposed equity rollover by the CEO Rollover Filing Parties was essential to Parent reaching its offer price of $10.00 per share. As a result, the CEO Rollover Filing Parties ultimately agreed to enter into the Rollover Agreements because they believed that the overall benefits of the Merger outweighed the detriments to them associated with the Rollover Agreements, including the lack of liquidity the CEO Rollover Filing Parties will have in the equity of Topco and the control of Topco by affiliates of TPG. In determining to enter into the Rollover Agreements, the CEO Rollover Filing Parties also considered the confidence they have in the existing management team and in the prospects of the Company and in the track record of TPG to operate acquired companies.

The CEO Rollover Filing Parties believe that it is in the best interests of the Company stockholders to effect a liquidity transaction as well as in the best interests of the Company to operate as a privately held entity at this time. The CEO Rollover Filing Parties believe that, as a privately held entity, the Company will have more flexibility to continue investing in growth and pursue alternatives than it would have as a public company, and management of the Company will be able to concentrate on long-term growth, reducing the focus on the quarter-to-quarter performance often emphasized by the public equity market’s valuation of the Company Common Stock. Although the CEO Rollover Filing Parties believe that there may be substantial opportunities associated with their contribution to Holdings of the Rollover Shares, the CEO Rollover Filing Parties recognize that there may also be substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may not ever be fully realized.

If the Merger is completed, the Company will become a wholly owned subsidiary of Parent, and the Company Common Stock will cease to be publicly traded. For the CEO Rollover Filing Parties, the purpose of the Merger is to effectuate the transactions contemplated by the Merger Agreement and the separate Rollover Agreements, which will allow the CEO Rollover Filing Parties to own equity interests of Topco and to bear the rewards and risks of such ownership after the Merger is completed and shares of the Company Common Stock cease to be publicly traded. In the course of considering the going-private transaction, the CEO Rollover Filing Parties did not give significant consideration to any other alternative transaction structures or other alternative means to

accomplish the foregoing purposes because the CEO Rollover Filing Parties believed the Merger was the most direct and effective way to accomplish these objectives. Further, the CEO Rollover Filing Parties believe that structuring the transaction in such a manner is preferable to other alternative transaction structures because it will enable Parent to acquire all of the outstanding Company Common Stock, and at the same time, it represents an opportunity for the Company stockholders to immediately realize the value of their investment in the Company at a price of $10.00 per share in cash, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, while also allowing the CEO Rollover Filing Parties to continue to own indirect equity interests in the Company after the Merger and to bear the rewards and risks of such ownership after the Merger.

Under the SEC rules governing “going-private” transactions, each of the CEO Rollover Filing Parties may be deemed to be an affiliate of the Company and therefore required to express his or its belief as to the fairness of the Merger to the Unaffiliated Stockholders. Absent the Merger and the Transactions, the CEO Rollover Filing Parties do not believe that they are a member of a controlled group or under common control with the Parent Filing Parties. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The CEO Rollover Filing Parties are making the statements included in this section of this proxy statement solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the CEO Rollover Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Proposal. The CEO Rollover Filing Parties have interests in the Merger different from the Unaffiliated Stockholders by virtue of, among other things, the CEO Rollover Filing Parties’ commitment to, immediately prior to the Effective Time, contribute, transfer and assign to Holdings certain shares of Company Common Stock held by such CEO Rollover Filing Parties in exchange for newly issued Holdings Shares, which immediately thereafter will be contributed to Topco in exchange for Topco issuing newly issued units of Topco to such CEO Rollover Filing Parties in accordance with the terms of the Rollover Agreement.

Although Mr. Praeger, the Chief Executive Officer of the Company, is a member and the Chairman of the Board, Mr. Praeger was not a member of the Transaction Committee. As described in the section of this proxy statement entitled “Special Factors—Background of the Merger”, Mr. Praeger, in his capacity as a member of Company management, met with representatives of potential interested parties, participated in meetings of the Board and strategic discussions in connection with a potential sale process and participated in negotiations of the definitive transaction documents, including the terms of the Merger Agreement. Mr. Praeger was recused from the special meeting of the Board on May 6, 2025, at which the independent members of the Board unanimously (a) determined that the Merger Agreement and the Transactions, including the Merger, are fair to, advisable and in the best interests of the Company and its stockholders, (b) approved the execution, delivery and performance of the Merger Agreement and the Transactions, including the Merger and (c) resolved to recommend adoption of the Merger Agreement by the Company stockholders. The CEO Rollover Filing Parties did not, in their individual capacities, receive advice from the financial and outside legal advisors of the Company as to the fairness of the Merger. The CEO Rollover Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. The CEO Rollover Filing Parties do not believe that their interests in the Merger influenced the decision or recommendation of the Board with respect to the Merger Agreement and the Merger.

Based on the knowledge and analyses of the CEO Rollover Filing Parties of available information regarding the Company, and the factors considered by, and the analysis and resulting conclusions of, the Board as further detailed in the section of this proxy statement entitled “Special Factors—Recommendation of the Board and Reasons for the Merger” (which analyses and resulting conclusions the CEO Rollover Filing Parties adopt), the CEO Rollover Filing Parties believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders based upon substantially the same factors considered by the Board described under the section of this proxy statement entitled “Special Factors—Recommendation of the Board and Reasons for the Merger.” In addition to the factors described under the foregoing section, the CEO Rollover Filing Parties also believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders based upon, among other things, the following factors, which are not listed in any relative order of importance:

The foregoing discussion of the information and factors considered and given weight by the CEO Rollover Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The CEO Rollover Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the CEO Rollover Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

The CEO Rollover Filing Parties believe these factors, including the ones described under the section of this proxy statement entitled “Special Factors—Recommendation of the Board and Reasons for the Merger,” provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Unaffiliated Stockholders. This position should not, however, be construed as a recommendation to any Company stockholder to approve the Merger Proposal. The CEO Rollover Filing Parties make no recommendation as to how Company stockholders should vote their shares of Company Common Stock relating to the Merger. Based on the CEO Rollover Filing Parties’ knowledge and analysis of available information regarding the Company and the Board, as well as discussions with members of Company management regarding the Company, the Company’s business, operations, operating results, financial condition and the other factors considered by the Board and discussed in the section of this proxy statement entitled “Special Factors—Recommendation of the Board and Reasons for the Merger,” the CEO Rollover Filing Parties believe that the Merger is fair to the Unaffiliated Stockholders.

The Merger is a Rule 13e-3 transaction for which the Schedule 13E-3 has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Parent Filing Parties, Parent and Merger Sub are required to express their reasons for the Merger to the Company’s stockholders. The Parent Filing Parties, Parent and Merger Sub are making this statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the Parent Filing Parties, Parent and Merger Sub, the primary purpose for the Merger is to benefit from any future earnings and growth of the Company after the merger of Merger Sub with and into the Company, making the Company privately held and wholly owned by Parent. The Parent Filing Parties, Parent and Merger Sub believe that structuring the transaction in this manner is preferable to other transaction structures because it (i) enables Parent to acquire all of the outstanding shares of Company Common Stock at the same time, (ii) represents an opportunity for the Unaffiliated Stockholders to receive $10.00 in cash per share of Company Common Stock, without interest thereon, and (iii) allows the Rollover Stockholders to maintain a portion of their

investment in the Company through their commitments to roll over a portion of their existing equity interests in the Company into equity interests of a direct or indirect parent entity of Parent. The Merger will also allow each of the Rollover Stockholders to immediately realize in cash the value of a portion of their respective equity interests in the Company. In the course of considering the going-private transaction, the Parent Filing Parties, Parent and Merger Sub did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Parent Filing Parties, Parent and Merger Sub believed the Merger was the most direct and effective way to accomplish these objectives.

The Parent Filing Parties, Parent and Merger Sub determined to undertake the Merger at this time because the Parent Filing Parties, Parent and Merger Sub believe that, as a private company, the Company will be able to improve its ability to execute initiatives that over time will create additional enterprise value for the Company. The Parent Filing Parties, Parent and Merger Sub believe that this, along with the Company’s existing business and potential future opportunities, will allow the Parent Filing Parties’ investment in the Company to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Parent Filing Parties, Parent and Merger Sub believe that the Company’s management and employees will be able to execute more effectively on future strategic plans.

Under the SEC rules governing “going-private” transactions, each Parent Filing Party, Parent and Merger Sub are required to express its belief as to the fairness of the proposed Merger to the Unaffiliated Stockholders. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 has been filed has been filed with the SEC. The Parent Filing Parties, Parent and Merger Sub are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Parent Filing Parties, Parent and Merger Sub as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Proposal. The Parent Filing Parties, Parent and Merger Sub have interests in the Merger that are different from, and/or in addition to, the Unaffiliated Stockholders.

The Parent Filing Parties, Parent and Merger Sub believe that the interests of the Unaffiliated Stockholders were represented by the Board and the Transaction Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Parent Filing Parties, Parent and Merger Sub did not participate in the discussions or deliberations of the Board or the Transaction Committee regarding, nor have they received advice from the legal, financial or other advisors of the Board as to, the fairness of the Merger. None of the Parent Filing Parties, Parent or Merger Sub are members of, or have designated members on, the Board. The Parent Filing Parties, Parent and Merger Sub have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. No financial advisor provided the Parent Filing Parties, Parent or Merger Sub with any analysis or opinion with respect to the fairness of the Merger Consideration to the Unaffiliated Stockholders.

Based on, among other things, their knowledge and analyses of available information regarding the Company, as well as discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and the analyses and resulting conclusions of, the Board discussed in the section of this proxy statement entitled “Special Factors—Recommendation of the Board and Reasons for the Merger” (which analyses and resulting conclusions the Parent Filing Parties, Parent and Merger Sub adopt), the Parent Filing Parties, Parent and Merger Sub believe that the Merger is procedurally and substantively fair to the Unaffiliated Stockholders. In particular, the Parent Filing Parties, Parent and Merger Sub considered the following, which are not listed in any relative order of importance:

The Parent Filing Parties, Parent and Merger Sub did not consider the liquidation value of the Company in determining their view as to fairness of the Merger to the Unaffiliated Stockholders because the Parent Filing Parties, Parent and Merger Sub consider the Company to be a viable going concern and view the trading history of the Company Common Stock as an indication of the Company’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

The Parent Filing Parties, Parent and Merger Sub did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Merger to the Unaffiliated Stockholders because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger. See the section of this proxy statement entitled “Where You Can Find More Information” for a description of how to obtain copies of the Company’s periodic reports.

The Parent Filing Parties, Parent and Merger Sub did not establish a going concern value for the Company as a public company to determine the fairness of the Merger Consideration to the Unaffiliated Stockholders because, following the Merger, the Company will have a significantly different capital structure.

The Parent Filing Parties, Parent and Merger Sub were not aware of, and thus did not consider, any other firm offers made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Company with another company, (ii) the sale or transfer of all or substantially all of the Company’s assets or (iii) the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over the Company.

The Parent Filing Parties, Parent and Merger Sub did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Unaffiliated Stockholders.

The Parent Filing Parties, Parent and Merger Sub also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The foregoing discussion of the information and factors considered and given weight by the Parent Filing Parties, Parent and Merger Sub in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Parent Filing Parties, Parent and Merger Sub did