You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of CommScope Holding Company, Inc. (the “Company,” “CommScope,” “we,” “us” or “our”), which will be held virtually on [•], 2025, at [•] [a.m./p.m.], local time.

As previously announced, on August 3, 2025, the Company entered into a Purchase Agreement (the “Purchase Agreement”) providing for the sale of our Connectivity and Cable Solutions segment (the “CCS Business”), which provides fiber optic and copper connectivity and cable solutions for use in telecommunications, cable television, residential broadband networks, data centers and business enterprises, to Amphenol Corporation (“Amphenol” or “Buyer”) on the terms and subject to the conditions set forth in the Purchase Agreement (the “CCS Sale Transaction” or the “Sale”). The Sale may be considered to be a sale of substantially all of our assets under Delaware law, and accordingly we are required to seek stockholder approval of the Sale. As consideration for the CCS Sale Transaction, Buyer has agreed to pay the Company $10.5 billion in cash, subject to certain adjustments. The Company expects net proceeds after taxes and transaction expenses to be approximately $10 billion. After repaying all debt and redeeming our preferred equity and incurring a reasonable amount of new indebtedness on the remaining business, the Company will have significant excess cash. The Company currently expects to distribute a substantial portion of this excess cash to stockholders of CommScope as a special dividend within 90 days following the closing of the CCS Sale Transaction. The amount and timing of the special dividend will be determined by our board of directors (the “Board”) after closing and after taking into account all relevant factors.

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

After careful consideration, the Board has unanimously determined that the transactions contemplated by the Purchase Agreement are expedient and for the best interests of the Company and recommends that you vote “FOR” the CCS Sale Proposal (Proposal 1); “FOR” the Advisory Compensation Proposal (Proposal 2); and “FOR” the Adjournment Proposal (Proposal 3), if necessary, to solicit additional proxies if there are not sufficient votes in favor of the CCS Sale Proposal to approve the CCS Sale Transaction.

The accompanying proxy statement contains important information concerning the Special Meeting, the transactions contemplated by the Purchase Agreement and related matters, including information as to how to cast your vote. We encourage you to read the accompanying proxy statement and the Purchase Agreement and other annexes to the proxy statement carefully and in their entirety.

Your vote is very important, regardless of the number of shares of our voting securities that you own. I encourage you to vote by telephone, over the Internet, or if you received printed proxy materials, by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the Special Meeting, whether or not you plan to attend. If you attend the Special Meeting, you will, of course, have the right to revoke the proxy and vote your shares during the Special Meeting using the virtual meeting platform.

If your shares are held in the name of a broker, bank or other nominee, and you receive notice of the Special Meeting through your broker, bank or other nominee, please vote or return the materials in accordance with the instructions provided to you by such broker, bank or other nominee or contact your broker, bank or other nominee directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote during the Special Meeting using the virtual meeting platform. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of the Board, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the meeting. We deeply appreciate your ongoing support of our company.

Neither the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) nor any state securities regulatory agency has approved or disapproved of the CCS Sale Transaction, passed upon the merits or fairness of the CCS Sale Transaction or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offence.

The accompanying proxy statement is dated [•], 2025, and is first being mailed to stockholders on or about [•], 2025.

A special meeting of stockholders (the “Special Meeting”) of CommScope Holding Company, Inc., a Delaware corporation (the “Company,” “CommScope,” “we,” “us” or “our”), will be held virtually at [•] [a.m./p.m.], Eastern Time, on [•], 2025. The meeting will be hosted at [•]. The meeting will begin promptly at [•] [a.m./p.m.], Eastern Time, and online access will open 15 minutes prior to allow time to login. The log-in password is: [•]. You will also need your voter control number, which, if you are a stockholder of record, you can find on your original proxy card.

We are holding the Special Meeting for the following purposes, which are described in more detail in the accompanying proxy statement:

Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Company’s board of directors (the “Board”) has unanimously determined that the transactions contemplated by the Purchase Agreement are expedient and for the best interests of the Company and recommends that you vote “FOR” the CCS Sale Proposal (Proposal 1); “FOR” the Advisory Compensation Proposal (Proposal 2); and “FOR” the Adjournment Proposal (Proposal 3), if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to approve the CCS Sale Transaction.

The Board has fixed the close of business on [•], 2025, as the record date (the “Record Date”). Only holders of record of shares of our common stock on the Record Date are entitled to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting.

The CCS Sale Transaction may be considered to be a sale of substantially all of our assets under Delaware law, and we are therefore seeking the approval of the CCS Sale Transaction by the Company’s stockholders by adopting a resolution as described in the accompanying proxy statement under “Proposal No. 1: CCS Sale Proposal – Stockholder Approval of the CCS Sale Transaction” beginning on page 61. Proposal No. 1 requires approval by the holders of a majority of the outstanding stock of the Company, with shares of common stock and Series A Preferred Stock (on an as-converted to common stock basis), voting together as a single class. Proposal No. 2 requires approval by the affirmative vote of a majority of the voting power of the shares represented in person or by proxy and entitled to vote on the matter at the Special Meeting. Proposal No. 3 requires approval by the affirmative vote of a majority in voting power of the shares of stock present in person or represented by proxy at the Special Meeting. The approval of the CCS Sale Transaction pursuant to Proposal No. 1 is not contingent upon approval of the other proposals by the Company’s stockholders.

If your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the Special Meeting, we request that you vote by telephone, over the Internet, or complete, sign and mail your proxy card to ensure that your shares will be represented at the Special Meeting.

If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance in order to ask questions or vote your shares at the Special Meeting. In order to register, you must first obtain proof of your proxy power (legal proxy) reflecting the number of shares of CommScope common stock you held as of the Record Date. You then must submit a request for registration to Equiniti Trust Company, LLC (“Equiniti”): (1) by email to helpAST@equiniti.com; (2) by facsimile to 718-765-8730; or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 48 Wall Street, Floor 23, New York, NY 10005. Requests for registration must be labeled as “Legal Proxy,” must include your legal proxy along with your name and email address and must be received by Equiniti no later than 5:00 p.m., Eastern Time, on [•], 2025. You will receive an email from Equiniti providing confirmation of your registration, which will include your voter control number.

Only holders of our common stock, par value $0.01 per share, and holders of shares of Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), at the close of business on [•], 2025 (the “Record Date”) will be entitled to receive notice of, and to vote at, the Special Meeting.

The accompanying proxy statement contains important information concerning the Special Meeting, the transactions contemplated by the Purchase Agreement and related matters, including information as to how to cast your vote. We encourage you to read the accompanying proxy statement and the Purchase Agreement and other annexes to the proxy statement carefully and in their entirety.

The CCS Sale Proposal must be approved by the holders of a majority of the outstanding stock of the Company, with shares of common stock and Series A Preferred Stock (on an as-converted to common stock basis), voting together as a single class. Therefore, if you are a beneficial owner of shares and do not provide the record holder of your shares with specific voting instructions, it will have the same effect as if you voted “AGAINST” the CCS Sale Proposal.

Whether or not you plan to attend the Special Meeting, please vote your shares through the Internet, by telephone or by signing and returning the enclosed proxy card as soon as possible to make sure that your shares are represented at the Special Meeting.

If you have any questions concerning the Sale, the Special Meeting or the accompanying proxy statement or would like additional copies of the accompanying proxy statement or additional proxy cards, please contact our proxy solicitor:

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Special Meeting, the Purchase Agreement and the CCS Sale Transaction. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, each of which you should read carefully.

The pendency of the CCS Sale Transaction, whether or not consummated, may adversely affect the trading price of our common stock, our business or our relationships with customers, suppliers and employees. In addition, pending the completion of the CCS Sale Transaction, we may be unable to attract and retain key personnel, and the focus and attention of our management and employee resources may be diverted from operational matters.

The closing of the CCS Sale Transaction is subject to the satisfaction or waiver of various conditions, including the Stockholder Approval. We cannot guarantee that the closing conditions set forth in the Purchase Agreement will be satisfied. If we are unable to satisfy the closing conditions in Buyer’s favor or if other mutual closing conditions are not satisfied, Buyer will not be obligated to complete the CCS Sale Transaction. In the event that the CCS Sale Transaction is not completed, the announcement of the termination of the Purchase Agreement may adversely affect the trading price of our common stock, our business and operations or our relationships with customers, suppliers and employees. In addition, if the closing of the CCS Sale Transaction is not completed, and we do not receive the net proceeds of the sale, we will not be able to repay all of our indebtedness and redeem our Series A Preferred Stock. As a result, among other things, (i) we may be required to obtain additional financing in the future to address our liquidity needs, (ii) in order to service our indebtedness and pay dividends on our preferred stock, we will require a significant amount of cash, and our ability to generate sufficient cash will depend on many factors beyond our control, and (iii) our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our financial obligations. For additional information about our financial risks in the event the closing of the CCS Sale Transaction is not completed, see “Item 1A. Risk Factors – Financial Risks” in our Annual Report on Form 10-K for the year ended December 31, 2024.

In addition, if the CCS Sale Transaction is not completed, our Board, in discharging its fiduciary obligations to our stockholders, may evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to us as the CCS Sale Transaction.

The Purchase Agreement contains provisions that make it more difficult for us to sell our assets or engage in another type of acquisition transaction with a party other than Buyer. These provisions include a non-solicitation provision and a provision obligating us to pay Buyer a termination fee of $367.5 million under certain circumstances. These provisions could discourage a third party that might have an interest in acquiring all of, or substantially all of, our assets or our common stock from considering or proposing such an acquisition, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by Buyer.

We expect to incur significant expenses related to the CCS Sale Transaction. These expenses include, but are not limited to, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the CCS Sale Transaction is completed. In addition, if the Purchase Agreement is terminated in certain circumstances, we will be required to pay Buyer a $367.5 million termination fee. However, if the Purchase Agreement is terminated in certain other circumstances, we may be entitled to a $367.5 million reverse termination fee from Buyer. See “Proposal No. 1: CCS Sale Proposal – Purchase Agreement – Effect of Termination – Termination Fee” and “— Reverse Termination Fee” beginning on page 81.

Upon the closing of the CCS Sale Transaction, our operations will be smaller as our sources of revenue will be limited to our ANS and RUCKUS businesses. There can be no assurance that we will be successful in operating our ANS and RUCKUS businesses or that our ANS and RUCKUS businesses will be successful at generating revenue. A failure by us to secure additional sources of revenue following the closing of the CCS Sale Transaction could negatively impact the value and liquidity of our common stock.

Once the CCS Sale Transaction has been consummated, it is expected that the Board will approve, declare and pay a special cash dividend or other distribution to the Company stockholders, in accordance with Delaware law after repayment of the Company’s indebtedness and redemption of the Series A Preferred Stock and expenses relating to the CCS Sale Transaction, taking into account any other obligations of the Company that remain outstanding at such time or that are known or reasonably ascertainable at such time.

If the Board seeks to pay a dividend, distribution or other payment to the Company’s stockholders, the amount of any such dividend, distribution or other payment may also be subject to uncertainties. We cannot assure you of the exact amount or timing of such distributions, dividend or other payment. The amount and timing of any distribution, dividend or other payment to our stockholders may depend on, among other things, the following factors:

You should consult your own tax advisor instead of relying on the discussions of tax treatment in this proxy statement for tax advice.

We have not requested a ruling from the Internal Revenue Service (the “IRS”) with respect to the anticipated tax consequences of the CCS Sale Transaction, and we will not seek an opinion of counsel with

respect to the anticipated tax consequences of the CCS Sale Transaction or any distributions, dividends, redemptions or other payments that may be made following or in connection with the CCS Sale Transaction. If any of the anticipated tax consequences described in this proxy statement proves to be incorrect, the result could be increased taxation at the corporate and/or stockholder level, thus reducing the benefit to our stockholders and us from any distributions, dividends, redemption, repurchase or other return of capital and potentially offsetting or otherwise limiting the Company’s tax assets. Tax considerations applicable to particular stockholders may vary with and be contingent upon the stockholder’s individual circumstances.

We may be subject to securities class action litigation in connection with the CCS Sale Transaction. Securities litigation against us could result in substantial costs and divert our management’s attention from closing the CCS Sale Transaction, which could harm our business and increase our expenses, which could decrease the amount available for distribution to our stockholders.

After the CCS Sale Transaction, we will continue to be required to comply with the applicable reporting requirements of the Exchange Act, even if compliance with such reporting requirements is economically burdensome.

In addition to the CCS Sale Transaction, we have in the past sold and may continue to sell businesses, including all or a portion of the ANS or RUCKUS businesses, that we consider no longer part of our strategic vision, such as our sales (i) in 2025, of our Outdoor Wireless Networks (“OWN”) segment and the Distributed Antenna Systems (“DAS”) business unit and (ii) in 2024, of our Home Networks business. The sale of any such business could result in a financial loss or write-down of goodwill, or both, which could have a material adverse effect on our results for the financial reporting period during which such sale occurs. In addition, in connection with such divestitures, we have retained, and may in the future retain, responsibility for some of the known and unknown contingent liabilities related to certain divestitures such as lawsuits, tax liabilities and intellectual property matters.

This proxy statement and the attached annexes contain “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements include statements concerning our outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believes,” “designed to,” “estimates,” “expects,” “intends,” “forecasts,” “foreseeable future,” “goal,” “guidance,” “may,” “plans,” “potential,” “project,” “projections,” “targets,” “thinks,” “will,” “should,” “could,” or “anticipates,” or the negative thereof or and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

The forward-looking statements included in this proxy statement or the attached annexes are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances, many of which are outside our control, and that are difficult to predict and could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statement. These risks and uncertainties include, but are not limited to:

These and other factors are discussed in greater detail in our 2024 Annual Report on Form 10-K and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the SEC. Although the information contained herein represents our best judgment as of the date of this proxy statement based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date hereof, except to the extent required by law.

The Special Meeting is scheduled to be held virtually on [•], 2025 at [•] [a.m./p.m.], local time. The meeting will be hosted at [•].

At our Special Meeting, stockholders will act upon the matters outlined in the notice, including the following:

Other than the proposals noted above, we do not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof. However, if any other matters are properly presented at the Special Meeting or any adjournment or postponement thereof for consideration, the holders of the proxies solicited by this proxy statement will have discretion to vote on such matters in accordance with applicable law and their judgment.

Our Board unanimously recommends that stockholders vote “FOR” the CCS Sale Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. In reaching its decision to approve the Purchase Agreement and the CCS Sale Transaction and to recommend that you vote in the manner noted above, our Board considered a wide range of material factors relating to the Purchase Agreement and the CCS Sale Transaction and consulted with management and outside financial and legal advisors. For more information on these factors see “Proposal No. 1: CCS Sale Proposal –  Recommendation of the Board and its Reasons for the Sale” beginning on page 37.

Holders of our common stock as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments of the Special Meeting. At the close of business on the Record Date, there were [•] shares of our common stock and [•] shares of Series A Preferred Stock, which were convertible into [•] shares of common stock. outstanding and entitled to vote at the Special Meeting. No other shares of capital stock were outstanding on the Record Date.

Each share of our common stock issued and outstanding as of the close of business on the Record Date is entitled to one vote.

The presence, in person or by proxy, of the holders of a majority in voting power of the shares entitled to vote at the Special Meeting is necessary to constitute a quorum to transact business. There must be a quorum for business to be conducted at the Special Meeting. However, even if a quorum does not exist, a majority in voting power of the shares present, in person or by proxy, at the Special Meeting may act to postpone or adjourn the Special Meeting to another place, date and time.

Once a share is represented in person or by proxy at the Special Meeting, it will be counted for purposes of determining whether a quorum exists at the Special Meeting and any adjournment or postponement of the Special Meeting. However, if a new record date is set for the adjourned or postponed Special Meeting, a new quorum will have to be established. For purposes of determining the presence of a quorum, abstentions will be counted as present at the Special Meeting.

The approval of the CCS Sale Proposal requires approval by the holders of a majority of the outstanding stock of the Company, with shares of common stock and Series A Preferred Stock (on an as-converted to common stock basis), voting together as a single class.

Holders may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the CCS Sale Proposal.

The approval of the Advisory Compensation Proposal requires the affirmative vote of a majority of the voting power of the shares represented in person or by proxy and entitled to vote on the matter at the Special Meeting.

Holders may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the Advisory Compensation Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of a majority in voting power of the shares of stock present in person or represented by proxy at the Special Meeting.

Holders may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the Adjournment Proposal.

Your vote is very important to us, and we hope that you will attend the Special Meeting. However, whether or not you plan to attend the Special Meeting, please vote by proxy in accordance with the instructions on your proxy card or voting instruction card (from your broker, bank or other nominee). There are four convenient ways of submitting your vote:

The Board has appointed each of Kyle D. Lorentzen and Krista R. Bowen to serve as a proxy for the Special Meeting.

Even if you currently plan to attend the Special Meeting, we recommend that you vote by telephone or Internet or return your proxy card or voting instructions as described above so that your votes will be counted if you later decide not to attend the Special Meeting or are unable to attend.

If you hold your shares in “street name,” you will need to return the provided form instructing your broker, bank or other nominee as to how to vote your shares, or follow the instructions contained therein to vote via the Internet or telephone.

If you are a beneficial owner of shares held in street name and you wish to vote at the virtual Special Meeting, you must (i) obtain a legal proxy from your broker, bank or other holder of record and (ii) register in advance with Equiniti and receive an 11-digit control number. Please contact your broker, bank or other holder of record for instructions regarding obtaining a legal proxy. Once obtained, you must submit your legal proxy, along

with your name and e-mail address to Equiniti and request registration. Requests for registration and submission of legal proxies should be labeled as “Legal Proxy” and must be received by Equiniti no later than 5 p.m., Eastern Time, on [•], 2025. All such requests should be submitted (1) by email to helpAST@equiniti.com, (2) by facsimile to (718) 765-8730 or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 48 Wall Street, Floor 23, New York, NY 10005. Once you have obtained your 11-digit control number from Equiniti, please follow the steps set forth above for stockholders of record to vote virtually at the Special Meeting. The Special Meeting will be held solely on the Internet by virtual means, so you will not be able to attend or vote your shares at the Special Meeting in person.

Abstentions will have the same effect as a vote “AGAINST” each proposal.

For purposes of determining the presence of a quorum, abstentions will be counted as present at the Special Meeting.

Broker non-votes occur when shares are held in “street name” through a broker, bank or other intermediary on behalf of a beneficial owner and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. None of the proposals to be voted upon at the Special Meeting are “routine” matters, therefore brokers, bank or other intermediaries holding shares in “street name” do not have discretionary voting authority with respect to the CCS Sale Proposal, the Advisory Compensation Proposal or the Adjournment Proposal. As a result, if a beneficial owner of shares of CommScope held in “street name” does not provide any voting instructions to the broker, bank or other intermediary, then those shares will not be voted and will not be counted as present in person or by proxy at the Special Meeting for purposes of determining whether a quorum exists.

Since there are no “routine” matters to be voted upon at the Special Meeting for which broker, banks or other intermediaries would have discretionary voting authority, we do not expect that there will be broker non-votes in connection with the Special Meeting. However, in the event that a beneficial owner provides a broker, bank or other intermediary with instructions on how to vote on one or more of the proposals to be voted upon at the Special Meeting, but fails to provide instructions with respect to any other proposal, then a broker non-vote would occur with respect to the uninstructed matters.

Because the broker in this instance will submit a proxy in order to vote on the proposals for which the broker has been given instructions, these types of broker non-votes will be counted as present for purposes of determining whether a quorum exists. Broker non-votes will have the same effect as a vote “AGAINST” the CCS Sale Proposal and the Adjournment Proposal, and will have no effect on the Advisory Compensation Proposal.

If you are a stockholder of record and you do not vote at the Special Meeting or properly return your proxy card or vote over the Internet or by phone, your shares will not be voted at the Special Meeting, will not be counted as present in person or by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.

As discussed above, brokers, banks and other nominees do not have discretionary voting authority with respect to the proposals. Accordingly, if you are the beneficial owner of shares held in “street name” and you do not issue any voting instructions to your broker, bank or other nominee, your shares will not be voted at the Special Meeting.

A failure to vote will have the same effect as a vote “AGAINST” the approval of the CCS Sale Proposal but will have no effect on the outcome of the Advisory Compensation Proposal and the Adjournment Proposal.

Proxies that are signed and returned by a stockholder of record without voting instructions will be voted “FOR” the CCS Sale Proposal, the Advisory Compensation Proposal and the Adjournment Proposal in accordance with the recommendation of our Board.

If you are a stockholder of record, you have the power to revoke your proxy at any time by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record.

The Special Meeting may be adjourned for any purpose, including for the purpose of obtaining a quorum or soliciting additional votes if there are insufficient votes to authorize the CCS Sale Proposal. Any adjournment may be made without notice (if the adjournment is not for more than 30 days and a new record date is not fixed for the adjourned meeting), by an announcement made at the Special Meeting of the time, date and place of the adjourned meeting. Any adjournment will allow stockholders of record who have already sent in proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned. See “Proposal No. 3: Adjournment Proposal” on page 135 for more information concerning the adjournment of the Special Meeting.

Our Board is soliciting the proxy accompanying this Proxy Statement. We will pay all proxy solicitation costs. Proxies may be solicited by our officers, directors and employees, none of whom will receive any additional compensation for their services. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email or the Internet. We will pay brokers, banks and certain other holders of record holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, for the expense of forwarding solicitation materials to the beneficial owners.

The Company has retained Sodali & Co., located at 333 Ludlow Street, 5th Floor, Stamford, Connecticut 06902 (or by email at COMM.info@investor.sodali.com), to assist in the solicitation of proxies from stockholders. Sodali & Co. will receive a solicitation fee of up to approximately $55,000, plus reimbursement of certain out-of-pocket expenses.

If you have any questions, need additional material, or require assistance in voting your shares, please feel free to contact Sodali & Co., the firm assisting us in the solicitation of proxies. Banks and brokers may call Sodali & Co. at (203) 658-9400. Stockholders may call Sodali & Co. toll-free at (800) 662-5200.

CommScope Holding Company, Inc. was incorporated in Delaware on October 22, 2010, and the initial public offering for our common stock was on October 25, 2013. Since our founding as an independent company in 1976, we have consistently played a significant role in many of the world’s leading communication networks. Our evolution has been driven by technological innovation and strategic acquisitions that expanded our product offerings and complemented our existing solutions. We are a global provider of infrastructure solutions for communication, data center and entertainment networks. Our solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers, to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. Our solutions are complemented by services including technical support, systems design and integration. We are a leader in digital video and IP television (IPTV) distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes including fiber to the home (FTTH) technologies. Our global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

Our common stock is traded on NASDAQ under the symbol “COMM.”

Our principal executive offices are located at 3642 E. US Highway 70, Claremont, North Carolina 28610; our telephone number is (828) 459-5000.

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of connectors and interconnect systems, antennas, sensors and sensor-based products and specialty cable. Amphenol designs, manufactures and assembles its products at facilities in approximately 40 countries around the world and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high-growth areas of the interconnect market including: Automotive, Commercial Aerospace, Communications Networks, Defense, Industrial, Information Technology and Data Communications and Mobile Devices.

Amphenol’s common stock is traded on the New York Stock Exchange under the symbol “APH.”

Amphenol’s principal executive offices are located at 358 Hall Avenue, Wallingford, Connecticut 06492; its telephone number is (203) 265-8900.

Upon the terms and subject to the conditions of the Purchase Agreement, at the effective time, CommScope will sell, assign and transfer the assets comprising the CCS Business to Amphenol and Amphenol will accept, assume and agree to pay, perform, fulfill and discharge the liabilities of the CCS Business. As a result of the CCS Sale Transaction, CommScope will no longer operate the CCS Business and will only operate its remaining businesses.

In consideration for the CCS Sale Transaction, Amphenol has agreed to pay CommScope the sum of $10.5 billion (the “Base Purchase Price”), which Base Purchase Price will be adjusted, in accordance with the terms and conditions of the Purchase Agreement for certain cash, debt-like and working capital items.

The Board and CommScope’s senior management team regularly evaluate CommScope’s strategic direction and business performance and plans in light of industry and market developments. As part of this assessment, the Board and CommScope’s senior management consider opportunities to strengthen CommScope’s business and enhance stockholder value, including pursuing strategic opportunities such as acquisitions, dispositions,

commercial partnerships or combinations with third parties. Consistent with their fiduciary duty to enhance stockholder value, the Board and CommScope’s senior management have always remained open to considering inbound third-party interest in strategic transactions with CommScope as well. In addition, CommScope’s management regularly conducts meetings with existing and potential investors and provides updates on these interactions to the Board.

During November 2024, in light of secular changes in the industries in which CommScope operates, the Board and CommScope’s senior management intensified their focus on identifying strategic actions to enhance stockholder returns, including the sale of the entirety of CommScope in a change in control transaction. After discussion, the Board concluded it would be advisable to explore whether the sale of certain CommScope business segments would be of greater value to the stockholders of CommScope than the value that could be obtained from continuing to operate these businesses as a part of CommScope or the sale of the entirety of CommScope in a change in control transaction. In particular, the Board noted that because certain of CommScope’s businesses were then underperforming from a financial point of view, the sale of one or more divisions, including the CCS Business, may be more attractive than the sale of CommScope as an entity. Among other alternatives considered, the Board directed CommScope’s senior management to commence an initial review of a potential sale of the CCS Business, including a sale of certain of its components, in particular the Data Center Connectivity Solutions business (“DCS”) and the Broadband & Building Connectivity Solutions business (“BBCS”), of which each of the Building Connectivity business (“Building Connectivity”) and the Broadband Connectivity Solutions business (“Broadband”) are separate sub-components. During the same time period, the Board initiated outreach to potential financial advisers to support its evaluation of strategic actions to enhance stockholder returns.

The Board held a regularly scheduled meeting on November 19 and 20, 2024, with members of senior management also in attendance. The Board discussed, among other things, CommScope’s capital structure and business performance with CommScope’s senior management. In connection with these discussions, CommScope’s senior management shared projections for the CCS Business for fiscal years 2025 through 2029 with the Board. These projections assumed that the CCS Business remained part of CommScope and was not operated on a standalone basis (the “November Projections”) (see “— Management Projections” beginning on page 40 for more information regarding the November Projections). At that meeting, the Board also interviewed Evercore and another potential financial advisor regarding their perspectives on market conditions, CommScope’s businesses and potential strategic opportunities, including regarding a possible formal process to solicit third party interest in the sale of all or a portion of the CCS Business. Following these interviews, the Board selected Evercore as financial adviser to CommScope due to, among other things, Evercore’s knowledge of and experience with similar strategic situations and the industry in which CommScope operates, with such engagement memorialized in an engagement letter on January 16, 2025 formally mandating Evercore to act as CommScope’s financial advisor in connection with evaluating strategic alternatives for the CCS Business. Subsequently, as authorized by the Board, CommScope’s senior management instructed Evercore to contact third parties at the beginning of 2025 to gauge potential interest for the purchase of all or a portion of the CCS Business.

In December 2024, Charles L. Treadway, the Chief Executive Officer of CommScope, reached out to the representatives of Party A, which party had previously discussed a potential transaction with respect to Broadband, and informed those representatives that the Board had authorized Evercore to gauge potential interest for the purchase of all or a portion of the CCS Business, including Broadband. During previous discussions between CommScope and Party A that occurred in 2022, Party A had entered into a confidentiality agreement with CommScope that remained in effect through the relevant period and Party A had undertaken due diligence on Broadband.

Beginning on January 11, 2025 through June 2025, representatives of CommScope, including Evercore, undertook an outreach program to potential acquirers of all or part of the CCS Business. During this process, 62 potential parties were contacted to gauge their potential interest. These parties consisted of 31 public and private strategic parties and 31 financial sponsors, which were selected for outreach as the parties most likely to have the greatest interest in a transaction involving the CCS Business and the financial capability to consummate a transaction. Of those contacted, 32 parties negotiated and executed confidentiality agreements (that, in each case,

included standstill agreements that ceased to be in effect, among other circumstances, following the public announcement of the CCS Sale Transaction) and undertook varying amounts of due diligence. Consistent with the Board’s direction, the parties contacted included Amphenol, Party A, Party B, Party C, Party D, Party E, Party F and Party G.

Early in 2025, Party A conveyed a verbal proposal to acquire Broadband representing an implied purchase price of approximately $3.5 billion based on Broadband’s estimated 2025 EBITDA, though noted it would need additional time to give a formal offer and would not be able to execute a transaction for Broadband for approximately twelve months.

On January 23, 2025, representatives of Party B reached out to Mr. Treadway to confirm if it was true that CommScope was considering a sale process. Mr. Treadway confirmed to representatives of Party B that CommScope was considering a sale of the CCS Business and that CommScope’s representatives intended to reach out to Party B to understand their interest in such a transaction.

On February 25, 2025, the Board held a regularly scheduled meeting, with members of senior management also in attendance. The Board discussed, among other things, CommScope’s business performance with CommScope’s senior management. In connection with this discussion, CommScope’s senior management shared with the Board projections for the CCS Business for fiscal years 2025 through 2029, which updated the November Projections for certain minor dispositions of businesses conducted by CommScope since then (the “February Projections”). The Board instructed Evercore to use the February Projections, as adjusted to reflect the CCS Business on a standalone basis, for the purposes of providing information to interested parties about the CCS Business and in connection with its financial analysis (see “— Management Projections” beginning on page 40 for more information regarding the projections reviewed by the Board and utilized by Evercore in connection with its financial analysis). At that meeting, Evercore discussed with the Board Evercore’s preliminary views on the CCS Business’s valuation, which included a preliminary review addressing, among other things, the demarcation of the component businesses of the CCS Business, prevailing market conditions, an updated view of the potential buyer universe, process recommendations and an illustrative timeline, as well as supplemental financial and benchmarking analyses. The Board instructed Evercore and CommScope senior management to continue their outreach efforts in respect of the CCS Business, including by providing due diligence information through, among other means, management presentations and virtual data rooms.

On February 26, 2025, CommScope announced its financial results for the 2024 fiscal year, which, among other things, reflected stronger net sales for the CCS Business relative to the CCS Business’s historical performance.

From March 11, 2025 through April 25, 2025, Evercore sent initial “teaser” presentations containing publicly available information describing the CCS Business, or applicable components of the CCS Business, and relevant industry information to representatives of Amphenol, Party B, Party C, Party D, Party E, Party F and 41 other parties, which parties were, in the judgment of Evercore and CommScope senior management, most likely to be interested in a potential transaction but less familiar with the CCS Business and excluding those parties that had otherwise indicated to representatives of CommScope that such parties were not interested in a transaction involving the CCS Business or any portion of the CCS Business at that time.

On March 14, 2025, CommScope entered into a confidentiality agreement with Party C on terms as described above. Following the May 21 Board Meeting, Party C was provided with access to a virtual data room containing confidential information related to BBCS. Such virtual data room did not contain any competitively sensitive information until the parties subsequently executed a clean team agreement, as described below.

On March 18, 2025, CommScope entered into a confidentiality agreement with Party D on terms as described above. Following the May 21 Board Meeting, Party D was provided with access to a virtual data room containing confidential information related to DCS. Such virtual data room did not contain any competitively sensitive information until the parties subsequently executed a clean team agreement, as described below.

On March 20, 2025, CommScope, with the assistance of Evercore, began hosting introductory management presentations with parties that expressed interest in attending such presentations (including both financial sponsors and strategic parties) to provide additional due diligence information on the CCS Business or applicable components of the CCS Business. A total of 19 of these presentations were completed prior to May 15, 2025.

Also on March 20, the initial “teaser” presentation was sent to Party E.

On March 27, 2025, CommScope entered into a confidentiality agreement with Amphenol on terms as described above. Following the May 21 Board Meeting, Amphenol was provided with access to a virtual data room containing confidential information related to the CCS Business. Such virtual data room did not contain competitively sensitive information until the parties subsequently executed a clean team agreement, as described below.

On March 28, 2025, CommScope, with the assistance of Evercore, held an introductory management presentation with Party D to provide additional due diligence information regarding DCS.

Also on March 28, CommScope entered into a confidentiality agreement with Party E on terms as described above.

On March 31, 2025, CommScope entered into a confidentiality agreement with Party B on terms as described above. Following the May 21 Board Meeting, Party B was provided with access to a virtual data room containing confidential information related to the CCS Business. Such virtual data room did not contain any competitively sensitive information until the parties subsequently executed a clean team agreement, as described below.

Over the course of April 1, 2025 to April 4, 2025, CommScope, with the assistance of Evercore, held separate introductory management presentations with Amphenol, Party B, Party C and Party E to provide additional due diligence information regarding the CCS Business and various of its components.

On April 4, 2025, Evercore met with representatives of Party A to introduce themselves and to provide a line of communication as it related to Party A’s interest in Broadband.

On April 22, 2025, Evercore sent a letter to 26 interested parties requesting written, non-binding, preliminary proposals for a transaction involving all or a portion of the CCS Business by May 15, 2025 (the “First Round Process Letters”).

On April 30, 2025, the Board held a regularly scheduled meeting, with members of CommScope’s senior management also in attendance. Among other things, the Board discussed the financial performance of CommScope, including the CCS Business. CommScope’s senior management also updated the Board on the various meetings held with potential interested parties, anticipated proposals and next steps.

On May 3, 2025, CommScope entered into a confidentiality agreement with Party F on terms as described above.

On May 8, 2025, Evercore provided representatives of Amphenol and certain of the other recipients of the First Round Process Letters with updated financial forecasts (as adjusted to reflect the CCS Business on a standalone basis), increasing estimated 2025 Adjusted EBITDA for the entire CCS Business to $924 million, adjusted in light of the CCS Business’s actual performance in the first quarter of 2025.

That same day, Evercore conducted a question and answer session with Party F, to provide additional due diligence information regarding relevant portions of the CCS Business.

On May 12, 2025, representatives of Party C informed Mr. Treadway that Party C was interested only in a transaction involving Building Connectivity. Subsequently, on May 12, Party C submitted a proposal to acquire Building Connectivity for $1.75 billion.

On May 15, 2025, Amphenol, Party B and Party E each submitted proposals for the entire CCS Business. Amphenol proposed a purchase price of $8.5 billion (the “May 15 Amphenol Proposal”), while Party E submitted a proposal with a purchase price between $7.25 billion and $8 billion and Party B proposed a purchase price between $8.0 billion and $9.5 billion (the “May 15 Party B Proposal”). Also on May 15, 2025, Party F submitted a proposal for DCS and/or BBCS at proposed purchase prices between $2.9 billion to $3.1 billion and $3.0 billion to $3.2 billion, respectively. Following receipt of the various proposals on May 12 and 15, 2025, members of the Board, members of CommScope senior management and Evercore discussed the proposals that had been received and determined that, to remain in consideration, Amphenol and Party B would each need to increase the purchase price they were willing to offer relative to the purchase price contained in their proposals, which, in the case of Party B, meant that Party B could only continue in the process at the high end of the range contained in the May 15 Party B Proposal.

On May 18, 2025, representatives of CommScope contacted representatives of Amphenol to indicate that the May 15 Amphenol Proposal was too low to warrant further consideration and did not seem to reflect the most recently updated financial projections. In response, Amphenol confirmed that its proposal did not reflect the most recently updated financial projections and, based on the updated information, increased its proposed purchase price to $9.25 billion in a revised proposal submitted on May 19, 2025.

On May 20, 2025, Party D conveyed to Evercore a proposal to acquire DCS for approximately $4.5 billion (the “Party D Initial Proposal”).

On May 21, 2025, the Board held a regularly scheduled meeting (the “May 21 Board Meeting”), with Evercore and Alston & Bird LLP, outside legal advisor to CommScope (“Alston”), and CommScope senior management in attendance. The Board discussed, among other things, CommScope’s business performance, including the performance of the CCS Business, with CommScope’s senior management. Evercore reviewed the financial terms of the six first-round proposals (both those received in writing and verbally), status of the sale process, Evercore’s outreach to potential counterparties as well as process considerations and anticipated next steps for the continuation of the sale process. Representatives of Alston discussed with the Board alternative transaction structures, the advantages and disadvantages of such structures and reviewed the directors’ fiduciary duties in the context of a sale of all or a portion of the CCS Business. Alston also noted that a sale of the entirety of the CCS Business would likely constitute a sale of all or substantially all of CommScope’s assets under Delaware law and would therefore require, among other things, stockholder approval, and trigger certain obligations under the terms of CommScope’s indebtedness and outstanding preferred stock. Following this discussion, the Board directed Evercore and CommScope senior management to request updated proposals with respect to the CCS Business from the parties that presented the most compelling initial proposals in terms of value, timing to signing and likelihood of consummation of a transaction, namely Amphenol, Party B, Party C and Party D.

Following the May 21 Board Meeting, representatives of CommScope informed Party E and Party F that they had not been selected to receive additional information as their proposals did not represent sufficient value and/or likelihood of consummation within a reasonable time frame.

On May 22, 2025, representatives of CommScope informed Party B that Party B’s progression to the second round was predicated on Party B’s bid being at the high end of the initial range provided, as the low end of Party B’s range would not have warranted further consideration of its proposal. Representatives of Party B indicated a desire to proceed to the second round, understanding that their proposal would need to be at the higher end of the range they had previously supplied, but noted that their proposal was subject to continued diligence.

Also on May 22, 2025, representatives of CommScope informed Party C that CommScope would entertain a proposal for Building Connectivity, such as Party C’s, as part of the overall consideration of offers for the CCS Business.

Party B, Party C and Party D each conducted differing degrees of due diligence during the time period from May 21, 2025 to the beginning of August 2025, which due diligence at times included calls or meetings between representatives of the bidder and CommScope and Evercore.

Amphenol continued to conduct due diligence on and after May 21, 2025 and prior to executing the Purchase Agreement. Its due diligence included numerous calls and meetings with representatives of CommScope, including Mr. Treadway, Kyle D. Lorentzen, Executive Vice President and Chief Financial Officer of CommScope, Chuck Gilstrap, Senior Vice President and Chief Accounting Officer of CommScope, and leaders of various CommScope business functions.

On May 23, 2025, following feedback from Evercore acting on behalf of CommScope, notifying Party D that the Party D Initial Proposal did not represent sufficient value for Party D to be selected to receive additional information from CommScope, Party D submitted a letter expressing its interest in acquiring DCS for $5.5 billion.

Also on May 23, 2025, the Reuters news agency reported that CommScope was working with an advisor to explore a sale of the CCS Business.

Over the course of May and June 2025, CommScope entered into customary clean team confidentiality agreements with each of Amphenol, Party B, Party C and Party D which provided certain representatives of each party with further diligence information about CommScope and included further nondisclosure provisions in addition to the other provisions provided in the initial confidentiality agreement with each party.

In June 2025, CommScope, with Evercore’s assistance, conducted management presentations to provide additional due diligence information to Amphenol, Party C and Party D.

On June 4, 2025, a financial model of the CCS Business, prepared by CommScope management based on the February Projections (after making adjustments to reflect the CCS Business on a standalone basis) was made available to Amphenol, Party B, Party C and Party D.

On June 21, 2025, CommScope entered into a confidentiality agreement with Party G.

On June 23, 2025, representatives of CommScope provided representatives of Party G with due diligence information previously provided to other interested parties.

On June 24, 2025, Evercore, on CommScope’s behalf, distributed second-round process letters (the “Second Round Process Letter”) to Amphenol, Party B, Party C, and Party D requesting final proposals by July 31, 2025. The letter also instructed each of Amphenol, Party B, Party C, and Party D to review drafts of definitive documentation to be provided by Alston and submit any proposed changes by July 15, 2025.

On July 1, 2025, Alston provided an initial draft purchase agreement contemplating the sale of the entire CCS Business (the “CCS Auction Draft Purchase Agreement”) to Amphenol and Party B. The CCS Auction Draft Purchase Agreement provided for, among other things, (i) joint control over securing applicable regulatory approvals and a to-be-determined reverse termination fee payable to CommScope in the event any such required regulatory approvals were not obtained and a to-be-determined outside date following signing, with an automatic extension of the outside date if needed to obtain regulatory approvals, (ii) no indemnification by CommScope of losses associated with breaches of its representations and warranties and pre-closing covenants and (iii) non-solicitation provisions applicable to CommScope that would allow the CommScope Board, under certain circumstances, to explore unsolicited acquisition proposals, including with respect to the CCS Business, and to terminate the proposed transaction in the event of a financially superior proposal upon payment of a termination fee of 2% of enterprise value.

On July 3, 2025, Alston provided initial draft purchase agreements contemplating the sale of portions of the CCS Business (the “BC/DCS Auction Draft Purchase Agreement”) to Party C and Party D. The BC/DCS Auction Draft Purchase Agreement also provided for, among other things, (i) joint control over securing applicable regulatory approvals and a to-be-determined reverse termination fee payable to CommScope in the event any such required regulatory approvals were not obtained and (ii) no indemnification by CommScope of losses associated with breaches of its representations and warranties and pre-closing covenants. The BC/DCS Auction Draft Purchase Agreement did not contemplate stockholder approval for such transactions.

On July 12 and July 13, 2025, representatives of Amphenol contacted representatives of CommScope and Evercore to discuss how Amphenol could differentiate its final proposal to make such proposal the most compelling among those being considered by the Board. Evercore suggested that, given CommScope’s and its representatives’ discussions with interested parties and the Board’s resulting view of the valuation of DCS and BBCS, a bid for the CCS Business of approximately $11 billion might represent a differentiated final proposal and that $10 billion would not, noting as well the premium CommScope placed on speed to completion of diligence and conclusion of definitive agreements for all parties and proposals in the process. Throughout July, representatives of Amphenol participated in several site visits and other meetings with representatives of CommScope.

On July 14, 2025, a draft disclosure letter to the CCS Auction Draft Purchase Agreement was provided to Amphenol.

On July 15, 2025, Amphenol submitted an updated proposal, offering $10.5 billion for the entire CCS Business, and Latham & Watkins LLP (“Latham”), legal counsel for Amphenol, provided an initial markup of the CCS Auction Draft Purchase Agreement (the “July 15 Markup”) to Alston (collectively, the “July 15 Amphenol Proposal”). The July 15 Markup provided for (i) Amphenol’s control over securing applicable regulatory approvals and no reverse termination fee, (ii) an expanded closing condition enabling either party not

to close if any governmental authority had initiated litigation or another proceeding to prohibit the transactions contemplated by the Purchase Agreement, (iii) limited indemnification by CommScope of losses associated with breaches of certain fundamental representations and warranties and pre-closing covenants, (iv) a voting and support agreement to be entered into by certain directors, officers and significant stockholders of CommScope, (v) a termination fee of 3.5% of purchase price, payable by CommScope if CommScope terminated the contemplated transaction to enter into a financially superior proposal in compliance with the non-solicitation provisions of the Purchase Agreement and (vi) additional debt-like items that would result in a reduction in purchase price paid to CommScope (including pre-closing income tax liabilities). Notably, the July 15 Markup largely reflected, where applicable, the fully negotiated terms agreed to in 2024 between CommScope and Amphenol in a similarly structured sale of CommScope’s Outdoor Wireless Networks segment and Distributed Antenna Systems business to Amphenol.

Also on July 15, 2025, representatives of Party C provided an issues list regarding legal terms contained in the BC/DCS Auction Draft Purchase Agreement for the sale of Building Connectivity (the “Party C Issues List”), and representatives of Party D provided an issues list regarding legal terms contained in the BC/DCS Auction Draft Purchase Agreement for the sale of DCS (the “Party D Issues List”).

Also on July 15, draft disclosure letters to the BC/DCS Auction Draft Purchase Agreement were provided to Party C and Party D.

On July 16, 2025, the Board held a special meeting (the “July 16 Board Meeting”) with Evercore, Alston and senior management also in attendance, to consider the status of the process and, in particular, the feedback on auction draft transaction documents provided by Amphenol, Party C and Party D. At the meeting, Evercore updated the Board on the progress of the discussions with the relevant parties and discussed with the Board Evercore’s view on the CCS Business’s valuation, including the value that could be realized by CommScope stockholders in the sale of all or a portion of the CCS Business. Representatives of Alston described the most significant issues raised in the July 15 Markup, Party C Issues List and Party D Issues List, including, among others, (i) regulatory efforts and other matters pertaining to closing certainty, (ii) the proposed termination fees and reverse termination fees and (iii) the fact that Amphenol requested that certain directors, officers and significant stockholders of CommScope enter into a voting and support agreement. After discussion, the Board directed CommScope’s senior management and outside advisors to continue to work with each of Amphenol, Party C and Party D to enable those parties to continue to refine their respective proposals in advance of the July 31, 2025 bid deadline and, in particular, to inform Amphenol that subject to Amphenol agreeing to certain key financial terms in the draft Purchase Agreement, CommScope would be willing to engage with Amphenol in an accelerated manner for the purpose of substantially completing diligence and transaction documentation in advance of the July 31, 2025 bid deadline (but not grant exclusivity).

Following the July 16 Board Meeting and consistent with the Board’s direction, Evercore provided representatives of Amphenol with feedback on key economic issues set forth in the July 15 Amphenol Proposal and informed representatives of Amphenol of the conditions under which CommScope would be willing to accelerate engagement with Amphenol in order to be in a position to execute a binding definitive agreement for the sale of the CCS Business shortly after the July 31, 2025 final bid date.

On July 17, 2025, Party G conveyed a verbal proposal to acquire BBCS at a valuation of approximately $2.6 to $2.9 billion based on estimated 2025 EBITDA. Following receipt of the proposal, representatives of CommScope informed representatives of Party G that the proposal was unacceptable given the superior economics of other proposals being presented to CommScope.

On July 20, 2025, Alston sent a revised draft of the Purchase Agreement to Latham, which provided for, among other things, (i) a reverse termination fee in a to-be-determined amount, (ii) a more limited closing condition enabling either party not to close if specified governmental authorities initiated litigation or other proceedings to prohibit the transactions contemplated by the Purchase Agreement, (iii) a termination fee of 2.5% of base purchase price payable by CommScope under certain circumstances, (iv) the removal of certain debt-like items included in the July 15 Markup and (v) acceptance of Amphenol’s request that certain directors, officers and significant stockholders of CommScope enter into a voting and support agreement. CommScope and Amphenol and their respective legal counsel exchanged thereafter multiple drafts of the Purchase Agreement and other ancillary documents, as applicable, and held multiple conference calls to discuss due diligence, the

transaction agreements and various issues. The discussions and negotiations included numerous telephone conversations between the parties’ management teams, representatives and advisors on a variety of topics, including to seek clarity from Amphenol regarding Amphenol’s proposed financing of the potential transaction.

On July 22, 2025, Party B informed Evercore that it would no longer pursue an acquisition of the entire CCS Business. However, Party B expressed interest in select portions of the business and indicated a desire to engage in further due diligence regarding those specific portions.

On July 22, 2025, Alston held a call with representatives of legal counsel for Party D to provide feedback on the legal terms described in the Party D Issues List such that Party D could address issues of significant importance to CommScope in Party D’s markup of the BC/DCS Auction Draft Purchase Agreement. The areas Alston highlighted to Party D’s legal counsel included matters affecting closing certainty and proposed positions that reduced the headline purchase price and reflected Party D’s unwillingness to assume historic liabilities of DCS.

Also on July 22, 2025, Alston held a call with legal counsel for Party C to provide feedback on the legal terms described in the Party C Issues List such that Party C could address issues of significant importance to CommScope in Party C’s markup of the BC/DCS Auction Draft Purchase Agreement. The areas Alston highlighted to Party C’s legal counsel included matters affecting closing certainty and reflecting Party C’s unwillingness to assume historic liabilities of Building Connectivity.

From July 23, 2025 through the execution and delivery of the Purchase Agreement, representatives of Alston, Latham and Wachtell, Lipton, Rosen and Katz (counsel to Carlyle Partners VII S1 Holdings, L.P. or “Carlyle,” which holds the Series A Preferred Stock), negotiated and finalized the voting and support agreement to be executed by Carlyle. Over the same period, representatives of Alston and Latham negotiated and finalized the voting and support agreement to be executed by certain directors and officers of CommScope.

On July 25, 2025, legal counsel for Party D provided Alston with an initial markup of the BC/DCS Auction Draft Purchase Agreement for the sale of DCS (the “Party D Purchase Agreement Markup”).

On July 27, 2025, Mr. Treadway held a call with members of Amphenol’s senior management to discuss certain supplier arrangements related to the CCS Business.

On July 28, 2025, representatives of CommScope and representatives of Amphenol, including Evercore, Alston and Latham, held a conference call to discuss remaining open items in the latest draft Purchase Agreement, including, among other things, the allocation of risk as related to regulatory approvals and certain financial terms contained in the draft Purchase Agreement.

Also on July 28, 2025, Evercore discussed with representatives of Amphenol the size of the reverse termination fee and other ways in which Amphenol could enhance its final proposal.

On July 29, 2025, Alston held a conference call with legal counsel for Party D to provide Party D with feedback on the Party D Purchase Agreement Markup such that Party D could address issues of significant importance to CommScope in Party D’s final submission. The areas Alston highlighted to Party D’s legal counsel primarily addressed closing certainty and timing.

On July 31, 2025, final second-round bids were received. Amphenol, through Latham, submitted a revised draft of the purchase agreement for the sale of CCS to Alston (the “July 31 Amphenol Draft Purchase Agreement”), confirming a proposed purchase price of $10.5 billion. The July 31 Amphenol Draft Purchase Agreement provided for, among other things, (i) reciprocal termination and reverse termination fees in the amount of 3.5% of base purchase price, (ii) no closing condition relating to pending litigation or proceedings initiated by governmental authorities seeking to enjoin the consummation of the transaction, although a closing condition contingent on there being no orders or laws enacted by a governmental authority enjoining the consummation of the transaction remained, and (iii) the inclusion of certain debt-like items that reflected the negotiations between the parties.

Also on July 31, 2025, Party D submitted a final bid reflecting a proposed purchase price of $6.0 billion for DCS, along with a revised draft of the Purchase Agreement for the sale of DCS (the “July 31 Party D Draft Purchase Agreement”) and Party C submitted a reduced proposed purchase price of $1.73 billion for Building Connectivity, along with a markup of the BC/DCS Auction Draft Purchase Agreement for the sale of Building Connectivity (the “July 31 Party C Draft Purchase Agreement”).

Also on July 31, 2025, senior executives of each of CommScope and Amphenol had a call to discuss the allocation of regulatory risks embodied in the July 31 Amphenol Draft Purchase Agreement.

On August 1, 2025, the Board held a special meeting (the “August 1 Board Meeting”) with Evercore, Alston and senior management in attendance, to consider the final submissions, namely: Amphenol’s $10.5 billion proposal for CCS, Party C’s $1.73 billion proposal for Building Connectivity, and Party D’s $6.0 billion proposal for DCS. The Board also noted the value of Broadband, either as an ongoing business of CommScope or through a divestiture transaction, in light of Party A’s previous proposal representing an implied $3.5 billion purchase price based on 2025E EBITDA for that business. At the meeting, Evercore provided an initial update to the Board on the final-round bids received and previewed key terms and valuation considerations ahead of final deliberations, including a discussion of the implications for the remaining businesses of the CCS Business if a transaction for the entirety of the CCS Business did not occur, taking into account Party A’s prior proposal. A representative of Alston summarized the directors’ fiduciary duties and reviewed the material terms of the July 31 Amphenol Draft Purchase Agreement as well as the material terms contained in the July 31 Party C Draft Purchase Agreement and the July 31 Party D Draft Purchase Agreement, noting that Party C and Party D would require at least another 15-30 days to reach definitive agreement on the terms and conditions set forth therein, if at all. Evercore also reviewed with and presented to the Board Evercore’s financial analyses of the consideration to be received by CommScope in connection with Amphenol’s proposed transaction, which included an illustrative discounted cash flow analysis. Representatives of Alston described the terms of the July 31 Amphenol Draft Purchase Agreement. The Board noted that the transaction with Amphenol was favorably differentiated from the other proposals submitted thus far (including the proposals made by Party A, Party C and Party D) (or a combination thereof) in terms of value offered, timing to signing and certainty of closing, among other factors. In light of those factors, the Board instructed CommScope senior management and CommScope’s external advisors to proceed with finalizing documentation with Amphenol with the intent of signing definitive transaction documents prior to market open on August 4, 2025. Representatives of CommScope then informed representatives of Amphenol that the Board chose to finalize definitive transaction documents with Amphenol due to a variety of factors, including the timing to signing and certainty of closing represented by Amphenol’s proposed transaction.

Between the August 1 Board Meeting and the special meeting of the Board on August 3, 2025, Alston and Latham exchanged drafts of the purchase agreement for the sale of the CCS Business and finalized the legal terms in that agreement. Also between the August 1 Board Meeting and the special meeting of the Board on August 3, 2025, senior executives of each of CommScope and Amphenol held calls to discuss certain remaining outstanding items related to the definitive documentation.

On August 2, 2025, Evercore submitted a customary relationship disclosure letter to the Board, regarding prior and current relationships between Evercore, CommScope, Amphenol and certain of their respective investors and affiliates, for the Board’s consideration at its next meeting.

On August 3, 2025, the Board held a special meeting with Evercore, Alston and senior management in attendance, to receive updated information on the status of the proposals for acquiring all or a portion of the CCS Business and potentially approving the sale of the CCS Business to Amphenol. Representatives of Alston summarized the changes to the terms of the Purchase Agreement since the August 1 Board Meeting. In addition, after reviewing the relationship disclosure letter provided by Evercore, the Board concluded that there were no conflicts of interest that would impede Evercore’s ability to serve as CommScope’s financial advisor. Evercore noted that Evercore’s financial analysis had not changed following the August 1 Board Meeting and then rendered Evercore’s oral opinion to the Board, which opinion was subsequently confirmed by delivery of a written opinion, dated August 3, 2025, addressed to the Board to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations, qualifications and conditions set forth in the written opinion, the cash consideration to be received by CommScope in the proposed transaction was fair, from a financial point of view, to CommScope. For more information about Evercore’s analysis and opinion, see the section of this proxy statement captioned “— Opinion of Our Financial Advisor’’ beginning on page 43. After further discussion (including of the factors described in the section titled “— Recommendation of the Board” beginning on page 37), the Board unanimously (a) determined that the transactions contemplated by the Purchase Agreement were expedient and for the best interests of CommScope and its stockholders, (b) approved, adopted and declared advisable the Purchase Agreement and the transactions contemplated by the Purchase Agreement, (c) resolved that the Purchase Agreement and the sale of the CCS Business be submitted to the stockholders of

CommScope at a meeting of the stockholders of CommScope, (d) recommended that stockholders of CommScope adopt the Purchase Agreement and (e) approved the execution, delivery and performance of the Purchase Agreement and all other agreements contemplated by the Purchase Agreement.

Later on August 3, 2025, CommScope and Amphenol executed and delivered the Purchase Agreement.

On August 4, 2025, CommScope and Amphenol issued press releases announcing the entry into the Purchase Agreement.

The Board, with the assistance of CommScope’s management, outside legal counsel and financial advisor, evaluated the terms of the Purchase Agreement and the CCS Sale Transaction. After careful consideration, the Board, in a meeting held on August 3, 2025, unanimously (i) approved and declared expedient and for the best interests of CommScope the Purchase Agreement and the transactions contemplated by the Purchase Agreement, including the CCS Sale Transaction and (ii) recommended that you vote “FOR” the CCS Sale Proposal.

The Board considered a number of factors that it believed supported its decision to take the foregoing actions, including, but not limited to, the following (which factors are not listed in any relative order of importance):

Strategic Review Process. The Board considered the vigorous process discussed above in “— Background of the CCS Sale Transaction” (which began in January 2025) through which the Board directed Evercore to explore the sale of all or portions of the CCS Business, in whole or in part (the “Strategic Review Process”). The Board noted that CommScope and its advisors contacted over 60 parties during the Strategic Review Process, executing confidentiality agreements with 32 potential bidders that expressed interest in a potential transaction, and with 6 potential bidders submitting initial letters of intent, out of which CommScope received final proposals from three parties to acquire all or certain component parts of the CCS Business. The Board also considered the fact that market rumors became public that CommScope was in discussions involving a potential sale of the CCS Business, which provided any third party not otherwise contacted by CommScope or its representatives wishing to engage in discussions with CommScope an opportunity to put forward a compelling proposal, and the fact that, although the Board had not granted any potential bidder exclusivity and was free to consider indications from any other party, no potential acquirer had made a proposal that was more favorable to CommScope’s stockholders than Amphenol’s proposal.

Certainty of Value. The Board considered the Purchase Price in cash to be received by CommScope as consideration for the CCS Business in relation to (i) the historical earnings and financial performance of the CCS Business and (ii) the Board’s estimate of the current and future prospects of the CCS Business. The Board further considered the fact that the form of consideration payable to CommScope will be all cash, which will provide us with certainty of value and immediate liquidity, and maximum flexibility to return value to our stockholders, including pursuant to the contemplated distribution. The Board believed this certainty of value was compelling compared to the long-term value creation potential of the CCS Business and that, based upon all of the other factors considered by the Board after discussion with CommScope’s management, financial advisor and legal counsel, was the best reasonably attainable value for the CCS Business.

Positive Effect on CommScope Capital Structure. The Board considered that the Purchase Price in cash to be received by CommScope as consideration for the CCS Business would permit CommScope to repay its existing outstanding indebtedness, redeem in full the Series A Preferred Stock and permit CommScope to incur indebtedness appropriate for the nature and scope of CommScope’s retained businesses.

Ability to Pay a Special Dividend to CommScope Stockholders. The Board considered that the net cash proceeds from the consideration received for the CCS Business would permit CommScope to return significant capital to our stockholders, including pursuant to the contemplated special cash dividend.

Prospects for the CCS Business and the retained CommScope businesses. The Board considered its familiarity with CommScope’s business, financial condition, results of operations, intellectual property, management and competitive position and prospects, as well as current industry, economic and stock and credit market conditions. The Board also considered the relative attractiveness of a sale of the CCS Business, as compared to the sale of other of CommScope’s businesses, as well as the attractiveness of a sale or merger of CommScope in its entirety. The Board also considered certain other strategic options to the CCS Sale

Transaction, as well as the possibility of not engaging in a transaction at all. In that regard, the Board considered CommScope’s long- and short-term strategic plan and initiatives, including proposals to enhance the overall performance of the CCS Business, its ability to remain competitive and grow, and certain financial projections for the CCS Business (as described under “— Management Projections” below). The Board also considered the benefits and potential risks, including execution risks, of pursuing other strategic options available to CommScope. In addition, the Board considered the prospects and business plan for the retained CommScope businesses.

Ability to Consider Alternative Transactions and to Terminate the Purchase Agreement. The Board noted that, although the Purchase Agreement contains customary provisions prohibiting CommScope from soliciting acquisition proposals from a third party or engaging in negotiations or discussions regarding any acquisition proposals, if CommScope receives a bona fide written CCS acquisition proposal from a third party that the Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a superior proposal, and CommScope has otherwise complied with its obligations described under the heading “— Purchase Agreement – No Solicitation; Adverse Recommendation Change,” the Board may effect an adverse recommendation change or terminate the Purchase Agreement in order to enter into a definitive agreement with respect to such superior proposal (subject to the payment of the termination fee, as described below under the heading “— Purchase Agreement – Effect of Termination – Termination Fee” beginning on page 80). The Board also noted that the Purchase Agreement does not prohibit CommScope from engaging in discussions regarding potential transactions with respect to CommScope’s retained businesses.

Termination Fee. The Board considered the $367.5 million termination fee to be paid to Amphenol if the Purchase Agreement is terminated under certain circumstances specified in the Purchase Agreement. The Board noted that the termination fee is equal to 3.5% of the Purchase Price. Accordingly, the Board believed that a termination fee of this size for the CCS Sale Transaction would not, in and of itself, unduly deter a third party from making a superior proposal or inhibit the Board from evaluating, negotiating and, if appropriate, terminating the Purchase Agreement and approving, a superior proposal.

Reverse Termination Fee. The Board considered the $367.5 million termination fee to be paid to CommScope in certain circumstances relating to the failure to obtain required regulatory clearances. The Board noted that the reverse termination fee is equal to 3.5% of the Purchase Price, which amount the Board believed to be reasonable in light of the typical size of such reverse termination fees in similar transactions and anticipated regulatory risks.

Terms of the Purchase Agreement. The Board considered, in consultation with CommScope’s legal advisors, the terms and conditions of the Purchase Agreement, including the limited number and nature of the conditions to Amphenol’s obligation to consummate the transaction and the likelihood that those conditions would be satisfied. In addition, the Board considered its belief that, after extensive negotiations with representatives of Amphenol, which resulted in Amphenol increasing its headline purchase price twice following its initial offer, CommScope obtained the highest price that Amphenol was willing to pay for the CCS Business. The Board also considered the numerous changes favorable to CommScope in the terms and conditions of the Purchase Agreement, including financial terms, from those initially proposed by Amphenol.

Likelihood of Completing the Sale. The Board considered the likelihood that the CCS Sale Transaction will be completed, including its belief that there likely would not be regulatory impediments to the transaction. The Board noted the fact that the closing is not conditioned upon Amphenol’s ability to raise funds to pay the Purchase Price and that Amphenol would not need to obtain approval for the transaction from its stockholders. The Board also noted the uncertainties associated with executing multiple alternative transactions that, taken individually, only sold portions of the CCS Business, relative to the likelihood of completion of the CCS Sale Transaction.

Identity of Purchaser. The Board of Directors considered the business reputation, experience and capabilities of Amphenol and its management.

Opinion of Evercore. The Board considered the opinion of Evercore, dated August 3, 2025, to the Board to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Base Purchase Price to be received by CommScope in the CCS Sale Transaction was fair, from a financial point of view, to CommScope, as more fully described below in under “— Opinion of Our Financial Advisor” beginning on page 43.

Position of the Remaining Business. The Board considered that two remaining businesses, ANS and RUCKUS, are well-positioned businesses with growth potential and strong unlevered cash flow generation profiles.

Support Agreements. The Board considered the support of the CCS Sale Transaction by certain significant CommScope stockholders, as evidenced by the execution of the Support Agreement.

Absence of Appraisal Rights. The Board considered the non-availability of appraisal rights to stockholders of the Company in connection with the CCS Sale Transaction.

The Board of Directors also considered a variety of risks and other potentially negative factors concerning the Purchase Agreement and the transactions contemplated thereby, including, among others, the factors described under “Risk Factors” beginning on page 18 in addition to the following (which factors are not listed in any relative order of importance):

Future Growth and Risk Profile. The Board considered the fact that if the CCS Sale Transaction is consummated, CommScope and its stockholders will no longer participate in the future growth of the CCS Business, including any growth resulting from efforts already undertaken by CommScope related to the continued development of the CCS Business. The Board believed that a sale of the CCS Business provided more certain value for CommScope and its stockholders.

Risk of Non-Completion. The Board considered the possibility that the CCS Sale Transaction may not be completed and the adverse effects that a failure to complete the CCS Sale Transaction could have on CommScope’s business, the market price for CommScope’s common stock and CommScope’s relationships with customers and employees, including the fact that (i) CommScope’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the CCS Sale Transaction, (ii) CommScope will have incurred significant transaction costs, (iii) CommScope’s prospects could be adversely affected, or may be perceived by the market as having been adversely affected, and (iv) CommScope’s continuing business relationships may be disrupted.

Possible Disruption of the CCS Business. The Board considered the possible disruption to the CCS Business that might result from the announcement of the CCS Sale Transaction and the resulting distraction of the attention of CommScope’s management and employees. The Board also considered the fact that the Purchase Agreement contains certain customary limitations regarding the operation of the CCS Business during the period between the signing of the Purchase Agreement and the completion of the CCS Sale Transaction. See “— Purchase Agreement – Covenants and Agreements – Operation of the CCS Business” beginning on page 66. The Board believed that such limitations are customary for transactions similar to the CCS Sale Transaction and appropriately tailored to the specific requirements of the operation of the CCS Business, and further that such limitations did not affect CommScope’s continued operation of CommScope’s retained business.

Non-Solicitation and Non-Competition Restrictions. The Board considered the post-closing non-solicitation and non-competition obligations that would be imposed on CommScope as a result of the CCS Sale Transaction. Based on the fact that CommScope does not expect to pursue acquisitions in the field of the CCS Business, the Board concluded that the non-solicitation and non-competition obligations imposed by the Purchase Agreement’s terms were reasonable under the circumstances.

Indemnification Obligations. The Board was aware that the Purchase Agreement imposed certain indemnification obligations on CommScope relating to certain representations and warranties and covenants made by CommScope in the Purchase Agreement, certain pre-closing tax matters with respect to the CCS Business and losses suffered by Amphenol arising out of CommScope’s retained businesses. The Board of Directors considered the nature of such indemnification obligations, including those in transactions similar to the CCS Sale Transaction, and the risk of liability to Amphenol following the closing.

Possible Purchase Price Adjustments. The Board considered the net working capital target in the Purchase Agreement and the method in which the final calculation of closing date net working capital will be calculated, as well as the fact that the Purchase Price would be adjusted for cash held by the CCS Business and certain debt-like items. The Board also considered the risk that the final calculation of closing date net working capital, cash and debt-like items may be disputed or result in a negative adjustment to the Purchase Price.

Sale-Related Compensation Expenses. The Board considered (i) that all unvested equity awards covering shares of CommScope’s common stock held by Continuing Employees (as defined below) will be treated as provided in the applicable award certificates upon consummation of the CCS Sale Transaction; (ii) the Board’s adoption of the Compensation Committee’s recommendation that unvested equity awards covering shares of CommScope’s common stock held by CommScope employees who will remain CommScope employees following the consummation of the CCS Sale Transaction be equitably converted or substituted by CommScope to prevent dilution or enlargement of rights immediately resulting from the CCS Sale Transaction; and (iii) the potential payment of severance benefits and other payments and benefits to CommScope’s executive officers by CommScope, in each case, as described below in more detail in “— Interests of our Directors and Executive Officers in the CCS Sale Transaction” beginning on page 50.

Stockholder Vote. The Board considered the fact that the CCS Sale Transaction will be subject to the approval of our stockholders because the CCS Sale Transaction may be considered to be a sale of substantially all of our assets under Delaware law.

In addition to considering the factors described above, the Board was aware of and considered the interests that certain of our directors and executive officers may have with respect to the CCS Sale Transaction that are different from, or in addition to, the interests of CommScope’s stockholders generally, as discussed in the section below entitled “— Interests of our Directors and Executive Officers in the CCS Sale Transaction” beginning on page 50.

The above discussion of the factors considered by the Board is not intended to be exhaustive, but does set forth certain material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the CCS Sale Transaction and the complexity of these matters, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. The Board viewed its position and recommendation as being based on an overall review of the totality of the information available to it.

The Board unanimously recommends that our stockholders vote “FOR” the CCS Sale Proposal.

Other than annual financial guidance provided to investors, CommScope does not typically provide public forecasts, projections, estimates or predictions of future earnings, income or other financial results due to the inherent unpredictability of such financial results and variability in the underlying assumptions necessary to forecast, project, estimate and predict future financial results, especially over longer periods of time. In connection with the CCS Sale Transaction, however, at the direction of the Board, CommScope’s management prepared different sets of projections of the CCS Business’s financial results for 2025, 2026, 2027, 2028 and 2029 that CommScope’s management then reviewed with the Board at several meetings of the Board. On several occasions prior to the Board’s approval of the Purchase Agreement, CommScope management presented such projections and Evercore was instructed to use such projections on a go-forward basis in connection with its opinion and related financial analyses as summarized above under “Opinion of Our Financial Advisor” beginning on page 43.

CommScope is including the below summary of such projections in order to provide stockholders with access to information that was made available to, and approved by, the Board in connection with its evaluation of the Purchase Agreement and the CCS Sale Transaction.

Based upon financial forecasts prepared by CommScope’s management on October 29, 2024, CommScope’s management prepared and provided draft projections to the Board for their review at a meeting of the Board on November 19-20, 2024, assuming that the CCS Business remained a part of CommScope and was not operated on a standalone basis.

The following table presents a summary of the initial draft of the projections prepared assuming the CCS Business remained a part of CommScope and was not operated on a standalone basis (dollars in millions).

At the direction of the Board, CommScope’s management prepared and delivered updated draft projections to the Board for their review at a meeting of the Board on February 24-25, 2025 to account for recent performance and certain minor business dispositions made by CommScope. The updated projections were prepared assuming that the CCS Business remained a part of CommScope and was not operated on a standalone basis.

The following table presents a summary of the draft of the projections prepared assuming the CCS Business was sold to a third party and operated on a standalone basis (dollars in millions) (the “February Projections”).

Consistent with its typical practice, CommScope’s management prepared and provided further updated draft projections, reflecting revisions of the February Projections for actual performance and refinements for projected 2025 performance, to the Board for their review at a meeting of the Board on August 1, 2025, assuming that CommScope sold the CCS Business to a third party and the CCS Business was thereafter operated on a standalone basis.

The following table presents a summary of the draft of the projections prepared assuming the CCS Business was sold to a third party and operated on a standalone basis (dollars in millions).

We refer to each of the foregoing management prepared sets of projections discussed above collectively as the “Management CCS Projections.”

The Management CCS Projections were developed by CommScope management on a standalone basis and, therefore, the Management CCS Projections do not give effect to any changes to CommScope’s operations or strategy that may be implemented after the consummation of the CCS Sale Transaction, including cost synergies associated with the CCS Business being owned by Amphenol or to any costs incurred in connection with the CCS Sale Transaction. Furthermore, the Management CCS Projections do not take into account the effect of any failure of the CCS Sale Transaction to be completed and should not be viewed as accurate or continuing in that context. Although the Management CCS Projections are presented with numerical specificity, they were based on numerous variables and assumptions made by CommScope management with respect to industry performance, customer purchase expectations, general business, economic, regulatory, market and financial conditions and

other future events, as well as matters specific to CommScope’s business, all of which are difficult or impossible to predict accurately and many of which are beyond CommScope’s control. The Management CCS Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such the Management CCS Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management CCS Projections, including, but not limited to, general business and economic conditions, conditions in the industries and businesses in which CommScope operates, CommScope’s business and financial performance, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, the ability to successfully pursue and complete acquisitions or divestitures, and the various other risks set forth in CommScope’s periodic reports filed with the SEC, including CommScope’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the risks described under the section above entitled “Special Note Regarding Forward-Looking Statements.” There can be no assurance that the Management CCS Projections will be realized or that actual results will not be significantly higher or lower than the Management CCS Projections. The Management CCS Projections cover numerous years, and such information by its nature becomes less reliable with each successive year. In addition, the Management CCS Projections will be affected by CommScope’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management CCS Projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management CCS Projections herein should not be regarded as an indication that CommScope or Evercore, their respective directors, officers, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. Further, the inclusion of the Management CCS Projections herein should not be deemed an admission or representation by CommScope or any other person that they view such Management CCS Projections as material information. CommScope has made no representation to Buyer or otherwise concerning the Management CCS Projections. The inclusion of the Management CCS Projections in this proxy statement should not be regarded as an indication that the Management CCS Projections will be necessarily predictive of actual future events. No representation is made by CommScope or any other person regarding the Management CCS Projections or CommScope’s ultimate performance compared to such information. Neither CommScope nor any of its affiliates assumes any responsibility to its stockholders for the accuracy of this information. The Management CCS Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about CommScope contained in CommScope’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management CCS Projections, investors are cautioned not to place undue, if any, reliance on the Management CCS Projections.

The Management CCS Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. The Management CCS Projections included in this document have been prepared by, and are the responsibility of, CommScope’s management. Ernst & Young LLP (“Ernst & Young”), CommScope’s independent auditor, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Management CCS Projections and, accordingly, Ernst & Young does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young report incorporated by reference in this proxy statement relates to CommScope’s previously issued financial statements. It does not extend to the Management CCS Projections and should not be read to do so. Ernst & Young assumes no responsibility for the information contained in the Management CCS Projections.

Adjusted Revenue, Pro Forma Adjusted EBITDA and Unlevered Free Cash Flow contained in the Management CCS Projections summarized above are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Management CCS Projections were relied upon by the Board in connection with its evaluation of the CCS Sale Transaction and, at the direction of the Board, by Evercore for purposes of its financial analyses and opinion delivered to the Board. The SEC rules which would otherwise require a reconciliation of a non-GAAP

financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed transaction such as the CCS Sale Transaction if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Board in connection with its evaluation of the CCS Sale Transaction or by Evercore for purposes of its opinion delivered to the Board. Accordingly, CommScope has not provided a reconciliation of the financial measures included in the Management CCS Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by CommScope may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The summary of the Management CCS Projections above is included herein solely to give CommScope’s stockholders access to the information that was made available to the Board and Evercore, in connection with the CCS Sale Transaction and is not included in this proxy statement in order to influence any CommScope stockholders to make any investment decision with respect to the CCS Sale Transaction. In addition, the Management CCS Projections have not been updated or revised to reflect information or results after the date they were prepared, including the transactions contemplated by the Purchase Agreement or the announcement thereof, or as of the date of this proxy statement, and except as required by applicable securities laws, CommScope does not intend to update or otherwise revise the Management CCS Projections 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 underlying assumptions are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Management CCS Projections, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Management CCS Projections.

CommScope retained Evercore to act as its financial advisor in connection with CommScope’s evaluation of strategic and financial alternatives for CommScope’s CCS Business. As part of this engagement, CommScope requested that Evercore evaluate the fairness, from a financial point of view, of the Base Purchase Price to be received by CommScope. At a meeting of the Board held on August 1, 2025, Evercore rendered to the Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Base Purchase Price to be received by CommScope was fair, from a financial point of view, to CommScope.

The full text of the written opinion of Evercore, dated as of August 3, 2025, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. CommScope encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the CCS Sale Transaction. The opinion does not constitute a recommendation to the Board or to any other persons in respect of the CCS Sale Transaction, including as to how any holder of shares of CommScope’s common stock should vote or act in respect of the CCS Sale Transaction. Evercore’s opinion does not address the relative merits of the CCS Sale Transaction as compared to other business or financial strategies that might be available to CommScope, nor does it address the underlying business decision of CommScope to engage in the CCS Sale Transaction.

In connection with rendering its opinion Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of CommScope that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Management CCS Projections, Evercore assumed with CommScope’s consent that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of CommScope as to the future financial performance of the CCS Business and the other matters covered thereby. Evercore expressed no view as to the Management CCS Projections or the assumptions on which they are based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to Evercore’s analysis, that the final executed Purchase Agreement would not differ from the draft Purchase Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Purchase Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Purchase Agreement and that all conditions to the consummation of the CCS Sale Transaction would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to Evercore’s analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the CCS Sale Transaction would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on CommScope, the CCS Business or the consummation of the CCS Sale Transaction or reduce the contemplated benefits to CommScope of the CCS Sale Transaction.

Evercore did not conduct a physical inspection of the properties or facilities of CommScope or the CCS Business and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of CommScope or the CCS Business, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of CommScope or the CCS Business under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. Developments subsequent to Evercore’s opinion could affect its opinion and Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to CommScope, from a financial point of view, of the Base Purchase Price as of the date of its opinion. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the CCS Sale Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors or other constituencies of CommScope, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of CommScope, or any class of such persons, whether relative to the Base Purchase Price or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Purchase

Agreement or the CCS Sale Transaction, including, without limitation, the structure or form of the CCS Sale Transaction, or any term or aspect of any other agreement or instrument contemplated by the Purchase Agreement or entered into or amended in connection with the Purchase Agreement, including any ongoing obligations of CommScope or any allocation of the Base Purchase Price received by CommScope. Evercore’s opinion did not address the relative merits of the CCS Sale Transaction as compared to other business or financial strategies that might be available to CommScope, nor did it address the underlying business decision of CommScope to engage in the CCS Sale Transaction. Evercore’s opinion did not constitute a recommendation to the Board or to any other persons in respect of the CCS Sale Transaction, including as to how any holder of shares of CommScope’s common stock should vote or act in respect of the CCS Sale Transaction. Evercore did not express any opinion as to the prices at which shares of CommScope’s common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on CommScope, the CCS Business or the CCS Sale Transaction or as to the impact of the CCS Sale Transaction on the solvency or viability of CommScope or the CCS Business or the ability of CommScope or the CCS Business to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and have assumed the accuracy and completeness of assessments by CommScope and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board on August 3, 2025 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before August 3, 2025, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of CommScope. The estimates contained in Evercore’s 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 those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed a discounted cash flow analysis of the CCS Business to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that the CCS Business was forecasted to generate during CommScope’s fiscal years 2025 through 2029 based on the Management CCS Projections. Evercore calculated terminal values for the CCS Business by applying perpetuity growth rates of 2.0% to 4.0%, which range was selected based on CommScope’s management’s guidance, Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that the CCS Business was forecasted to generate based on CommScope’s Management CCS Projections. The cash flows and terminal values in each case were then discounted to present value as of June 30, 2025, using discount rates ranging from 13.0% to 15.0%, which were based on an estimate of the CCS Business’s weighted average cost of capital and the mid-year cash flow discounting convention.

This discounted cash flow analysis indicated a range of enterprise values for the CCS Business of approximately $8.4 billion to $11.8 billion, compared to the Base Purchase Price of $10.5 billion for the CCS Business.

Evercore reviewed and compared certain financial information of the CCS Business to corresponding financial multiples and ratios for the following selected publicly traded companies in the connectivity and cable solutions industry (the “selected companies”):

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, including net pension/benefit liabilities, plus preferred equity and minority interest, less cash and cash equivalents (“Enterprise Value”)) as a multiple of estimated 2025 and 2026 earnings before interest, taxes, depreciation, amortization and stock-based compensation expense (“Adjusted EBITDA”) which we refer to as “2025E Adjusted EBITDA” and “2026E Adjusted EBITDA”, respectively, based on closing share prices as of July 31, 2025. For each of the selected companies, Evercore also calculated Enterprise Value as a multiple of estimated 2025 and 2026 free cash flow, calculated as Adjusted EBITDA less capital expenditures and changes in net working capital (“FCF”), which we refer to as “2025E FCF” and “2026E FCF,” respectively, based on closing share prices as of July 31, 2025.

Estimated financial data of the selected companies were based on publicly available research analysts’ estimates. This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied an Enterprise Value/CY2025E multiple reference range of 10.0x to 13.0x to the CCS Business’s estimated Adjusted EBITDA in fiscal year 2025 based on CommScope’s Management CCS Projections, an Enterprise Value/CY2026E multiple reference range of 9.0x to 12.0x to the CCS Business’s estimated Adjusted EBITDA in fiscal year 2026 based on CommScope’s Management CCS Projections, an Enterprise Value/2025E multiple reference range of 17.0x to 23.0x to the CCS Business’s estimated FCF in fiscal year 2025 based on CommScope’s Management CCS Projections, and an Enterprise Value/CY2026E multiple reference of 13.0x to 19.0x to the CCS Business’s estimated FCF in fiscal year 2026 based on CommScope’s Management CCS Projections. Based on this range of implied enterprise values, this analysis indicated a range of enterprise values for the CCS Business of approximately $8.4 billion to $13.0 billion, compared to the Base Purchase Price of $10.5 billion for the CCS Business.

Although none of the selected companies is directly comparable to CommScope, Evercore selected these companies because they are publicly traded companies in the connectivity and cable solutions industry that Evercore, in its professional judgment and experience, considered generally relevant to the CCS Business for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative

values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving target companies in the connectivity and cable solution industry announced since November 2014 (the “selected transactions”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

For each selected transaction, Evercore calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, including net pension/benefit liabilities, plus preferred equity and minority interest, less cash and cash

equivalents) as a multiple of last twelve-month Adjusted EBITDA for the target company at the time of the announcement of the applicable transaction, which is referred to as “LTM Adjusted EBITDA”. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM Adjusted EBITDA multiples of 10.0x to 14.0x and applied this range of multiples to the CCS Business’s LTM Adjusted EBITDA as of June 30, 2025, based on the financial results for the CCS Business provided by CommScope’s management. Based on this range of implied enterprise values, CommScope’s estimated range of enterprise values for the CCS Business is approximately $7.6 billion to $10.6 billion, compared to the Base Purchase Price of $10.5 billion for the CCS Business.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the CCS Business and none of the selected transactions is directly comparable to the CCS Sale Transaction, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to the CCS Business for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board. In connection with the review of the CCS Sale Transaction by the Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of CommScope’s common stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the Base Purchase Price to CommScope. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board (in its capacity as such) in connection with its evaluation of the CCS Sale Transaction. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board or CommScope’s management or that any specific amount of consideration constituted the only appropriate consideration in the CCS Sale Transaction for CommScope.

Pursuant to the terms of Evercore’s engagement letter with CommScope, CommScope has agreed to pay Evercore a fee for its services in the amount of approximately $86.3 million, of which $5 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the CCS Sale Transaction. CommScope has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to CommScope and received fees for the rendering of these services in the amount of approximately $5 million. During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Amphenol and received fees for the rendering of these services. Evercore may provide financial advisory or other services to CommScope and/or its affiliates in the future, and in connection with any such services Evercore may receive compensation. As of August 3, 2025, Evercore and/or its affiliates, including a member of the deal team providing services to CommScope in the CCS Sale Transaction, had been engaged to provide investment banking advisory, capital markets and/or underwriting services to Amphenol and/or its affiliates on a potential transaction unrelated to the CCS Sale Transaction which could have resulted in fees less than the fees to be received from CommScope in connection with the CCS Sale Transaction. Amphenol has since decided not to pursue the unrelated transaction. As of the date of this filing, Evercore is not currently engaged to provide any services to Amphenol.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to CommScope or its affiliates, Amphenol, potential parties to the CCS Sale Transaction and their respective affiliates or persons that are competitors, customers or suppliers of CommScope.

CommScope engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Assuming the closing of the CCS Sale Transaction, CommScope estimates that it will realize net proceeds after taxes and transaction expenses of approximately $10 billion (the “Estimated Initial Proceeds”). CommScope intends to use the Estimated Initial Proceeds to repay all of its existing indebtedness and redeem the Series A Preferred Stock. After giving effect to the repayment of CommScope’s existing indebtedness, redemption of the Series A Preferred Stock and the incurrence of a reasonable amount of new indebtedness, CommScope expects to use excess cash on hand to pay a special dividend to the holders of its common stock within 90 days following the closing of the CCS Sale Transaction. As of August 31, 2025, approximately 221.5 million shares of common stock were issued and outstanding (after giving effect to the redemption of the Series A Preferred) which, for illustrative purposes only, would result in a special dividend to holders of CommScope common stock of no less than $10 per share based on current estimates of excess cash. It is also expected that the special dividend will be paid to all unvested shares outstanding under the LTI Plan (as of August 31, 2025, approximately 19.0 million shares), but such dividend amounts will be retained by CommScope until the vesting of such shares.

The calculation of the Estimated Initial Proceeds assumes, among other things, that the Purchase Price is not adjusted for cash, business indebtedness to be assumed by Amphenol or working capital (as will be the case, in

accordance with the terms of the Purchase Agreement). The actual taxes payable, transaction expenses and Purchase Price adjustments could ultimately increase or decrease the actual amount of excess cash available for further distribution. The actual amount of excess cash will also vary due to, among other things, the performance of CommScope’s retained businesses, the precise timing of the closing of the CCS Sale Transaction, the actual costs associated with the repayment of CommScope’s existing indebtedness and redemption of the Series A Preferred Stock, the amount, availability and cost of any indebtedness incurred with respect to CommScope’s businesses and any other unforeseen event that necessitates the retention of cash for use in CommScope’s retained businesses. Although the Company expects to pay a dividend within 90 days of closing of no less than $10 per share, there can be no assurance of the exact amount of cash proceeds to be distributed to CommScope’s stockholders or of the exact timing of any such distributions. The decision to declare a special dividend and the timing and amount thereof, if any, is in the sole discretion of the Board acting in the best interests of the Company and will depend on such factors as are deemed relevant by the Board at the time of such decision.

Following the completion of the CCS Sale Transaction, CommScope will continue to be a public company and, immediately after the consummation of the CCS Sale Transaction, all of CommScope’s revenues will be generated by our ANS and RUCKUS reporting segments, which will then operate with materially reduced corporate expenses. For additional information, see the sections entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements” beginning on page 85, “Unaudited Condensed Combined Financial Statements of the CCS Business” beginning on page 94 and “Unaudited Combined Financial Statements of the CCS Business” beginning on page 108. It is highly likely that the Company will change its name following the closing of the CCS Sale Transaction, as the CommScope brand will be transferred to Amphenol with the Company having a four-year right to use the name after closing.

The obligations of Amphenol to consummate the CCS Sale Transaction are not subject to any financing condition.

In connection with its entry into the Purchase Agreement, Amphenol obtained a commitment from JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp. and Mizuho Bank, Ltd. for a $10.5 billion senior unsecured bridge facility, subject to customary conditions. Such financing will ultimately be replaced, in part, with a combination of new senior unsecured notes and a $4 billion senior unsecured term loan facility.

In considering the recommendation of our Board to vote “FOR” the CCS Sale Proposal, you should be aware that, aside from their interests as stockholders, our directors and executive officers may have interests in the CCS Sale Transaction that are different from, or in addition to, the interests of our stockholders generally. The Board was aware of these interests and considered them, among other matters, (i) in evaluating the Purchase Agreement, (ii) in reaching its decision to approve the Purchase Agreement, and (iii) in recommending that stockholders vote “FOR” the CCS Sale Proposal. These interests include those described below.

Except as otherwise specifically noted, the estimates of the potential payments and benefits for executive officers and directors described in this section are based on current compensation levels, existing compensation arrangements with the Company and multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the following:

In addition, as of the date of this proxy statement, Koen ter Linde is the only executive officer expected to be transferring to Buyer (a “transferring employee”), and all other executive officers are expected to remain with the Company (the “remaining employees”).

For more information about these assumptions see “— Quantification of Payments and Benefits to Named Executive Officers” beginning on page 55 below.

The CCS Sale Transaction will qualify as a change in control under the terms of the Company’s 2019 Long-Term Incentive Plan (the “LTI Plan” or “LTIP”). Pursuant to the change in control provision in the LTI Plan and the applicable award agreements, the treatment of the Company’s equity awards in connection with the CCS Sale Transaction in most cases will depend on whether Buyer assumes or the Company equitably converts or substitutes a participant’s award and whether the participant’s service with the Company is terminated by the Company without “cause” or by the participant for “good reason” (either such separation, a “qualifying termination”) within twenty-four months following the closing of the CCS Sale Transaction. None of the awards under the LTI Plan are being assumed by Buyer. As of the date of this proxy statement, Koen ter Linde is the only executive officer expected to be a transferring employee and the only executive officer expected to receive accelerated vesting upon the closing of the CCS Sale Transaction.

Transferring Employees. The awards held by the transferring employees will not be assumed by Buyer or equitably converted or substituted by the Company. As a result, such awards will vest in full or in part upon the closing of the CCS Sale Transaction, as described below:

As of the date of this proxy statement, Mr. ter Linde is the only executive officer expected to be a transferring employee, and thus the only executive officer expected to receive the aforementioned treatment. For information about the estimated value of unvested Company equity awards held by Mr. ter Linde that would accelerate and vest in connection with the CCS Sale Transaction, see “— Quantification of Payments and Benefits to Named Executive Officers” below.

Remaining Employees. The awards held by the “remaining employees” will be equitably converted or substituted by the Company in connection with the CCS Sale Transaction. As a result, the RSUs, PSUs and cash LTIP awards held by remaining employees will remain outstanding and will continue to vest in accordance with their terms, except that (i) the remaining performance periods for then-outstanding 2023 PSUs will end, (ii) the performance will be deemed to have been achieved at actual performance for the 2023 PSUs (calculated through the end of the prior year for the Adjusted EBITDA PSUs and through the end of the prior month for the rTSR PSUs), (iii) the performance will be deemed to have been achieved at actual performance for any annual performance period completed prior to the CCS Sale Transaction for the 2025 PSUs, (iv) the performance targets for the remainder of the 2025 PSU performance periods will be adjusted to reflect the sale of the CCS Business following the closing of the CCS Sale Transaction, and (v) the PSUs will continue to vest on their original vesting dates, conditioned upon the remaining employee’s continuous service. In addition, the final installments of the cash LTIP awards granted in 2024, which are scheduled to vest in September 2025 and March 2026, will remain outstanding and eligible to vest on the original vesting dates. In the event that a remaining employee’s service with the Company is terminated due to a qualifying termination within twenty-four months following the closing of the CCS Sale Transaction, the RSUs, PSUs and cash LTIP awards held by the remaining employee would accelerate and vest.

As of the date of this proxy statement, we expect all of our executive officers other than Mr. ter Linde to be remaining employees, and we do not expect them to receive any accelerated vesting upon the closing of the CCS Sale Transaction. Instead, such remaining employees would only receive accelerated vesting in the event of a qualifying termination within twenty-four months following the closing of the CCS Sale Transaction. Using the assumptions described above under “— Certain Assumptions,” and assuming strictly for purposes of this disclosure and the SEC Rules that a qualifying termination occurs on the closing date, we estimate that the value of unvested Company equity awards held by Messrs. Sucharczuk, Giordano, and Gilstrap and Messes. Mingle and Bowen (the Company’s executive officers who are not NEOs) that would vest upon such a termination, including RSUs, PSUs and cash LTIP awards, would be $4,870,812, $4,870,812, $1,883,861, $4,464,832, and $2,782,319, respectively. For purposes of the 2023 Adjusted EBITDA PSUs, performance was calculated as of the last completed performance year (2024), which included actual Adjusted EBITDA performance for 2023 and 2024 compared to the target performance for 2023 and 2024. For information about the estimated values for the NEOs, see “— Quantification of Payments and Benefits to Named Executive Officers” beginning on page 55 below.

Non-Employee Directors. The RSU awards held by our non-employee directors will be equitably converted or substituted by the Company in connection with the CCS Sale Transaction. As a result, the non-employee director RSUs will remain outstanding and will continue to vest in accordance with their terms. In the event that a non-employee director’s service with the Company is terminated without cause within one year following the closing of the CCS Sale Transaction, the RSUs held by such non-employee director would accelerate and vest. Using the assumptions described above under “— Certain Assumptions” beginning on page 51, and assuming strictly for purposes of this disclosure and the SEC Rules that the service of the non-employee directors would be terminated without cause on the closing date, we estimate that the value of unvested RSUs held by Messrs. Gray, Krause, Manning, Roman and Yates and Ms. Maguire (our non-employee directors) that would accelerate and vest upon such a termination would be $594,400 each.

Mr. Watts is employed by the Company and receives compensation related to his employment, rather than for his service as a director. Mr. Watts’ RSUs and PSUs will be treated the same as described above for our executive officers who are expected to be remaining employees. Using the assumptions described above under “— Certain Assumptions” beginning on page 51, and assuming strictly for purposes of this disclosure that Mr. Watts has a qualifying termination on the closing date, we estimate that the value of unvested Company equity awards held by Mr. Watts that would vest upon such a termination would be $6,183,444.

The Company is party to a severance protection agreement with each of our executive officers. Pursuant to each agreement, in the event that the employee’s employment is terminated (i) by the Company for any reason other than for “cause,” death or disability or (ii) by the employee for “good reason” (each as defined in the respective agreements), the executive will be entitled to receive accrued compensation, any bonus or incentive compensation that has been earned but not paid prior to the termination date, and each of the following:

If the executive’s employment is terminated by the Company during the term and within twenty-four months after a change in control (which includes the CCS Sale Transaction) (i) by the Company by reason of the executive’s disability, (ii) by reason of the executive’s death, (iii) by the Company without cause, or (iv) by the executive for good reason, the executive will receive a pro rata bonus for the year in which the termination occurs, based on the actual bonus the executive would have been paid for such year had he or she remained employed through the payment of such bonus.

Further, if the executive’s employment is terminated by the Company other than for cause at any time prior to the date of a change in control (which includes the CCS Sale Transaction) and such termination (i) occurred after we entered into a definitive agreement, the consummation of which would constitute a change in control of

CommScope, or (ii) the executive reasonably demonstrates that such termination was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a change in control, such termination will be deemed to have occurred after a change in control for purposes of determining the executive’s termination benefits.

Payment of the termination benefits requires the executive to execute and not revoke a release of claims within forty-five days following his or her termination date and to comply with the restrictive covenants in the severance protection agreement. These covenants include confidentiality provisions and other restrictive covenants whereby the executives have agreed not to compete with the Company, not to recruit certain of our employees and independent contractors, and not to solicit certain of our customers, within certain areas over a period of two years (eighteen months for Messrs. ter Linde, Sucharczuk, Giordano, and Gilstrap) following the executive’s termination date.

As noted above, pursuant to the success bonus agreements, if Mr. ter Linde, Ms. Bowen or Mr. Gilstrap receives a success bonus, they will not be entitled to any compensation or benefits under their Severance Protection Agreement in connection with a termination of employment with the Company upon the closing of the CCS Sale Transaction (provided that this provision does not impact potential severance benefits relating to a termination of employment following the closing). As of the date of this proxy statement, Mr. ter Linde is the only executive officer expected to have a termination of employment upon the closing. In addition, Buyer has agreed to assume Mr. ter Linde’s Severance Protection Agreement upon the closing of the CCS Sale Transaction. Accordingly, Mr. ter Linde will not be entitled to receive any severance from the Company in connection with the CCS Sale Transaction. However, if his employment is terminated by Buyer following the closing, he will be entitled to receive severance from Buyer pursuant to his assumed agreement. Using the assumptions described above under “— Certain Assumptions” beginning on page 51, and assuming strictly for purposes of this disclosure that a qualifying termination occurs on the closing date, we estimate that the value of the severance benefits for Messrs. Sucharczuk, Giordano, and Gilstrap and Messes. Mingle and Bowen (the Company’s executive officers who are not NEOs), including severance benefits and COBRA contributions, would be $1,390,009, $1,403,406, $932,662, $1,834,161 and $1,639,604, respectively. For information about the estimated values for the NEOs, see “— Quantification of Payments and Benefits to Named Executive Officers” beginning on page 55 below.

Pursuant to Mr. Watts’ employment agreement with the Company, in the event his employment is terminated by the Company for any reason other than for cause or disability or by him for good reason, in each case regardless of whether a change in control has occurred, Mr. Watts will be entitled to receive his accrued compensation and each of the following:

Using the assumptions described above under “— Certain Assumptions” beginning on page 51, and assuming strictly for purposes of this disclosure that Mr. Watts has a qualifying termination on the closing date, we estimate that the value of the severance benefits for Mr. Watts, including severance benefits and COBRA contributions, would be $1,261,782. No directors other than Mr. Treadway and Mr. Watts are entitled to severance benefits.

Pursuant to the terms of our Annual Incentive Plan (“AIP”), in the event of a change in control of the Company (which includes the CCS Sale Transaction), within 30 days thereafter, we will pay to each participant immediately prior to such change in control (regardless of whether such participant remains in the employ of the Company following the change in control) an award equal to his or her target incentive for the AIP plan cycle then underway (prorated to the date of the change in control). Pursuant to the severance protection agreements

with the executive officers, in the event of a termination of employment following a change in control, the executive would receive a pro rata bonus based on actual achievement of applicable performance objectives.

Using the assumptions described above under “— Certain Assumptions,” we estimate that the value of prorated AIP award for Messrs. Sucharczuk, Giordano, and Gilstrap and Messes. Mingle and Bowen (the Company’s executive officers who are not NEOs) following the closing of the CCS Sale Transaction (whether or not a qualifying termination occurs) is $519,450, $500,648, $262,998, $498,489 and $355,255, respectively. For information about the estimated values for the NEOs, see “— Quantification of Payments and Benefits to Named Executive Officers” beginning on page 56 below.

As of the date of this proxy statement, no executive officer or non-employee director of the Company has entered into any agreement with Buyer or any of its affiliates regarding individual employment or service arrangements with, or the right to participate in the equity of, Buyer or one or more of its affiliates following the consummation of the CCS Sale Transaction, except that Buyer has agreed to assume Mr. ter Linde’s severance protection agreement, as described above.

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation and benefits payable to each of our NEOs that is based on or otherwise relates to the CCS Sale Transaction. The compensation shown in this table and described in the footnotes to the table is the subject of a non-binding, advisory vote of the Company’s stockholders at the Special Meeting, as described in “Proposal 2: Advisory Compensation Proposal” beginning on page 134.

The figures in the table are estimates based on current compensation levels, each NEO’s existing compensation arrangements with the Company and multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below. As noted above under “— Certain Assumptions” beginning on page 51, strictly for purposes of calculating such amounts, we have assumed:

For purposes of this discussion, “single-trigger” refers to benefits that arise solely as a result of the completion of the CCS Sale Transaction, and “double-trigger” refers to benefits that require two conditions, which are the completion of the CCS Sale Transaction and a qualifying termination of the NEO’s employment with the Company. Payments of double-trigger benefits are contingent on the NEO signing and not revoking a release of claims in favor of the Company and the NEO’s compliance with certain restrictive covenants, in each case, as described above under the caption “— Severance Protection Agreements.” For additional details regarding the terms of the payments described below, see the discussion under the caption “— Interests of our Directors and Executive Officers in the CCS Sale Transaction” beginning on page 50 above.

For avoidance of doubt, the table below is strictly intended to comply with SEC rules, and we do not expect any of our NEOs (other than Mr. ter Linde) to receive acceleration of vesting of equity awards, or to have a termination of employment with the Company, upon the closing of the CCS Sale Transaction.

No appraisal or dissenters’ rights are available to our stockholders under Delaware law or under our certificate of incorporation or bylaws in connection with the CCS Sale Transaction.

CommScope and Amphenol have agreed to use their respective reasonable best efforts to obtain all governmental consents and effect all necessary registrations, notifications and filings with the governmental authorities required to be obtained or effected by it in order to consummate and make effective the CCS Sale Transaction. These approvals include approval under the HSR Act and certain other applicable antitrust and foreign direct investment laws. CommScope and Amphenol are required to reasonably cooperate with each other to the extent necessary in connection with the obligations described in this paragraph.

In addition, CommScope and Amphenol have agreed to (i) respond as promptly as practicable to any requests for information from any governmental authority in connection with antitrust laws and foreign direct investment laws and cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry by or from a governmental authority or in connection with any proceeding initiated by a governmental authority in connection with antitrust laws and foreign direct investment laws, (ii) furnish to the other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any such governmental authority, (iii) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other in advance, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either CommScope or Amphenol in connection with proceedings under or relating to any antitrust laws or foreign direct investment laws in connection with the Purchase Agreement (other than, in the case of CommScope or Amphenol, as the case may be, the portions of such correspondence, filings and written communications that include confidential or proprietary information not directly related to the CCS Sale Transaction) and (iv) except as prohibited or restricted by applicable law, (a) give each other reasonable advance notice of all meetings with any governmental authority relating to any antitrust laws or foreign direct investment laws, (b) give each other an opportunity to participate in each of such meetings, (c) give each other reasonable advance notice of all substantive oral communications with any governmental authority relating to any antitrust laws or foreign direct investment laws, (d) if any governmental authority initiates a substantive oral communication regarding any antitrust laws or foreign direct investment laws, to

promptly notify the other party of the substance of such communication, (e) provide each other with a reasonable advance opportunity to review and comment upon all written substantive communications, including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals (other than, in the case of CommScope or Amphenol, as the case may be, the portions of such presentations, memoranda, briefs, arguments, opinions and proposals that include confidential or proprietary information not directly related to the transactions contemplated by the Purchase Agreement), with a governmental authority regarding any antitrust laws or foreign direct investment laws and (f) provide each other with copies of all substantive written communications from any governmental authority relating to any antitrust laws or foreign direct investment laws.

Each of CommScope and Amphenol have agreed that Amphenol and its affiliates will not be required to undertake or enter into agreements with any governmental authority or agree to the entry of an order by any governmental authority or commit to sell or dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses (and CommScope may not agree to such actions without Amphenol’s prior written consent). In addition, CommScope and Amphenol have agreed that Amphenol will control, lead and direct all actions, decisions and strategy for, and make all final determinations as to the timing and appropriate course of action with respect to each the following actions: (i) obtaining consents, clearances, waiting period expirations or terminations, authorizations and approvals from governmental authorities pursuant to antitrust laws and foreign direct investment laws, and all other matters related to antitrust laws and foreign direct investment laws and related inquiries, investigations, negotiations, actions and proceedings, in connection with the CCS Sale Transaction; (ii) deciding whether to litigate, defend against, or otherwise contest any action or proceeding by or with any governmental authority pursuant to any antitrust law or foreign direct investment law in connection with the CCS Sale Transaction; (iii) responding to, defending or contesting (at Amphenol’s sole discretion) any action or legal proceeding by or with any governmental authority pursuant to any antitrust law or foreign direct investment law in connection with the CCS Sale Transaction; and (iv) deciding whether to, and how to, offer, propose, negotiate, agree to, commit to or effect any remedy, condition, commitment or undertaking in connection with any antitrust law or foreign direct investment law in connection with the CCS Sale Transaction. CommScope and Amphenol have agreed that to the extent requested by Amphenol in writing, CommScope and its affiliates will be required to offer, propose, negotiate, agree to, commit to and effect any remedy, condition, commitment or undertaking with respect to the CCS Business in connection with any antitrust law or foreign direct investment law in connection with the CCS Sale Transaction so long as such actions (i) resolve, in whole or in part, the requirements, objections or concerns of an applicable governmental authority, (ii) do not prevent or cause material delay in the satisfaction of the closing conditions contained in the Purchase Agreement or the consummation of the CCS Sale Transaction and (iii) in any event, are conditioned upon the occurrence of the closing.

Under the HSR Act and the rules promulgated thereunder, the CCS Sale Transaction may not be completed until CommScope and Amphenol each files a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable waiting period (and any extension thereof) has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms (unless “early termination” is requested and granted). If the FTC or DOJ issues a request for additional information and documents (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

At any time before or after consummation of the CCS Sale Transaction, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the CCS Sale Transaction, seeking divestiture of substantial assets of the parties, or seeking to require the parties to license or hold separate assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the CCS Sale Transaction will not be made or that, if a challenge is made, we will prevail.

The CCS Sale Transaction is also subject to clearance or approval under other antitrust laws and foreign direct investment laws of certain other jurisdictions. The CCS Sale Transaction will not be completed until applicable waiting or review periods (and any extensions thereof) applicable to the CCS Sale Transaction under the antitrust laws or the foreign direct investment laws in specified jurisdictions have expired or otherwise been terminated, or all requisite clearances, consents and approvals pursuant thereto have been obtained.

In addition, relevant regulatory bodies could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the CCS Sale Transaction or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the CCS Sale Transaction on regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.

The following discussion is a general summary of certain of the anticipated material U.S. federal income tax consequences of the CCS Sale Transaction and related transactions the Company may undertake in connection with the CCS Sale Transaction. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, currently applicable and proposed Treasury Regulations under the Code and published rulings and decisions, all as currently in effect as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement. No rulings have been requested or received from the Internal Revenue Service (the “IRS”) or any other taxing authorities as to the tax consequences of the CCS Sale Transaction or subsequent transactions and there is no intent to seek any such ruling. Accordingly, no assurance can be given that the IRS will not challenge the tax treatment of the CCS Sale Transaction or other transactions discussed below or, if it does challenge the tax treatment, that it will not be successful.

The CCS Sale Transaction. The CCS Sale Transaction is expected to be treated for U.S. federal income tax purposes as a taxable transaction upon which we will recognize gain or loss for U.S. federal income tax purposes. We will undertake a series of transactions prior to the CCS Sale Transaction that are expected to result in the CCS Sale Transaction being treated primarily as a sale of stock of CommScope Technologies LLC and certain portions of the CCS Sale Transaction being treated as a sale of separate assets, each governed by Section 1001 of the Code. We have the obligation to reasonably cooperate with Buyer to determine whether to make any elections under Sections 338 or 336(e) of the Code, and any elections under Treasury Regulations Section 301.7701-3 to change the U.S. federal income tax classification of an entity being sold, in connection with the CCS Sale Transaction. The amount of gain or loss we recognize for U.S. federal income tax purposes with respect to the sale of CommScope Technologies LLC stock and any other particular asset will be measured by the difference between the amount realized by us on the sale of the stock or other asset and our tax basis in the stock or other asset. The amount realized by us on the CCS Sale Transaction will include the amount of cash received, the fair market value of any other property received, and total liabilities assumed or taken by Buyer and will be reduced by the amount of selling costs. For purposes of determining the amount realized by us with respect to specific assets, the total amount realized by us will generally be allocated among the assets according to the rules set forth in Section 1060(a) of the Code (and, if applicable, Sections 336 and 338 of the Code). Our basis in our assets is generally equal to their cost, as adjusted for certain items, such as depreciation. The determination of whether we will recognize gain or loss for U.S. federal income tax purposes will be made with respect to each of the assets to be sold. Accordingly, we may recognize taxable gain on the sale of certain assets and a tax loss on the sale of certain others, depending on the amount of consideration allocated to an asset as compared with the basis of that asset. Under the Purchase Agreement, we are permitted, but not required, to take certain optional restructuring steps prior to the CCS Sale Transaction that may result in the Company recognizing a loss for U.S. federal income tax purposes with respect to such optional restructuring steps. These optional restructuring steps are currently being evaluated. There is potential for the CCS Sale Transaction or related transactions to result in gains for U.S. federal income tax purposes whether or not we undertake such optional restructuring steps. The Company expects to use tax attributes, including losses generated by the optional restructuring steps, and other restructuring steps related to the CCS Sale Transaction, to offset a portion of the potential taxable gains stemming from the CCS Sale Transaction and related transactions.

Redemption of Series A Preferred Stock. The treatment of any redemption of the Series A Preferred Stock for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Series A Preferred Stock under Section 302 of the Code. If the redemption qualifies as a sale of Series A Preferred Stock, a stockholder generally will recognize capital gain or loss for U.S. federal income tax purposes, which generally will be long-term capital gain or loss if such stockholder’s holding period for the Series A Preferred Stock exceeds one year. If the redemption does not qualify as a sale of Series A Preferred Stock, it will be treated as a corporate distribution, and subject to similar rules as are outlined below with respect to the special dividend of Company cash. The Company is required to pay an excise tax with respect to the repurchase of its Series A Preferred Stock under Section 4501 of the Code to the extent the redemption does not constitute a dividend or the Company is unable to provide an adequate certification to the IRS demonstrating the repurchase is not appropriately treated as a dividend, including by the holders of the Series A Preferred Stock. The Company currently expects to pay such excise tax with respect to all or a portion of the repurchase of its Series A Preferred Stock.

Distribution of CCS Sale Transaction Proceeds. As discussed above, the Company may distribute substantially all of the net proceeds from the CCS Sale Transaction to its stockholders in the form of a special cash dividend. If the Company makes such a special dividend of cash to its common stockholders, such special cash dividend will be taxable as a dividend for U.S. federal income tax purposes to the extent paid out of the Company’s current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions in excess of current or accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of a stockholder’s basis in the Company’s shares of common stock and thereafter as either long-term or short-term capital gain, depending on the stockholder’s holding period for such shares of common stock.

For purposes of this discussion, a “foreign stockholder” is a stockholder that, for U.S. federal income tax purposes, is not a U.S. person. The term “U.S. person” means:

Foreign stockholders generally will be subject to withholding of U.S. federal income tax at a rate of 30% of the gross amount of the Company’s distributions treated as dividends or such lower rate as may be specified by an applicable income tax treaty. In order to obtain a reduced rate of U.S. federal withholding tax under an applicable income tax treaty, a foreign stockholder will be required to provide a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or appropriate substitute or successor form) certifying its entitlement to benefits under the tax treaty. A foreign stockholder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

The U.S. federal withholding tax does not apply to dividends that are “U.S. trade or business income” (as described below) of a foreign stockholder who provides a properly executed IRS Form W-8ECI (or appropriate substitute or successor form), certifying that the dividends are subject to tax as income effectively connected with the foreign stockholder’s conduct of a trade or business in the United States. Dividend income received by a foreign stockholder will be considered to be “U.S. trade or business income” if such dividend income is (1) effectively connected with the conduct by a foreign stockholder of a trade or business within the United States; and (2) in the case of a foreign stockholder that is eligible for the benefits of an income tax treaty with the United States, attributable to a “permanent establishment” or “fixed base” maintained by the foreign stockholder in the United States. U.S. trade or business income is not subject to U.S. federal withholding tax (provided the foreign stockholder complies with applicable certification and disclosure requirements); instead, U.S. trade or business income is subject to U.S. federal income tax on a net income basis at regular U.S. federal

income tax rates generally in the same manner as if the recipient were a U.S. person. Any U.S. trade or business income received by a foreign stockholder that is treated as a corporation also may be subject to a “branch profits tax” at a 30% rate, or such lower rate as provided under an applicable income tax treaty.

Regardless of whether an entity’s activities constitute a trade or business, under the Foreign Investment in Real Property Tax Act (“FIRPTA”) rules, foreign persons may be subject to tax on the gain derived from the dispositions of U.S. real property interests (“USRPIs”) (including U.S. Real Property Holding Corporations, as defined in Section 897 of the Code) and certain interests in entities owning such property, and purchasers may be required to withhold a portion of the purchase price with respect thereto. Based on the assets owned by the Company and CommScope Technologies LLC, we do not expect FIRPTA to apply to any of the CCS Sale Transaction, the distribution of CCS Sale Transaction proceeds or the redemption of Series A Preferred Stock.

Each foreign stockholder is urged to consult his or her own tax advisor as to the U.S. federal income tax consequences of any distributions from the Company.

Additional Tax Obligations. The Purchase Agreement contains certain obligations with respect to tax matters that may reduce the cash or other property available for distribution to stockholders following the CCS Sale Transaction, including certain tax indemnification obligations imposed on us and requirements to obtain insurance or take other actions in connection with restructuring activities we are permitted to take in connection with the CCS Sale Transaction.

You are urged to consult your tax advisor as to the U.S. federal income tax consequences of the CCS Sale Transaction, as well as the effects of state, local and foreign tax laws, to you upon the closing of the CCS Sale Transaction, the anticipated redemption of the Series A Preferred Stock or the anticipated distribution of the net proceeds of the CCS Sale Transaction.

The CCS Sale Transaction may be considered to be a sale of substantially all of our assets under Section 271 of the DGCL, and therefore requires approval by the holders of a majority of the outstanding stock of the Company, with shares of common stock and Series A Preferred Stock (on an as-converted to common stock basis), voting together as a single class. For purposes of the vote on this CCS Sale Proposal, an abstention, a broker non-vote (if any) or a failure to submit a proxy card or vote by telephone, over the Internet or in person at the Special Meeting will have the same effect as voting “AGAINST” the CCS Sale Proposal. The CCS Sale Transaction is not contingent upon approval of the other Proposals by the Company’s stockholders. We are therefore asking our stockholders to approve the CCS Sale Transaction by adopting the following resolution:

“RESOLVED, that the sale of the CCS Business of the Company on the terms and subject to the conditions set forth in that certain Purchase Agreement, by and between the Company and Amphenol, dated as of August 3, 2025, is hereby approved, authorized and adopted in all respects.”

The following is a summary of the material terms and conditions of the Purchase Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated herein by reference. The rights and obligations of the parties are governed by the express terms and conditions of the Purchase Agreement and not by this discussion, which is summary in nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement. You are encouraged to read the Purchase Agreement carefully and in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the proposals being brought before the Special Meeting. Additional information about CommScope can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 139 of this proxy statement.

The Purchase Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Purchase Agreement and are not intended to provide any factual information about CommScope or any of its subsidiaries or to modify or supplement any factual disclosures about CommScope contained in this proxy statement or in CommScope’s public reports filed with the SEC. In particular, the Purchase Agreement and this summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to CommScope. The Purchase Agreement contains representations, warranties and covenants by each of the parties to the Purchase Agreement that were made only for purposes of the CCS Sale Transaction and as of specified dates. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, were qualified and subject to important limitations in connection with negotiating the terms of the Purchase Agreement (including by being qualified by the confidential disclosure letter exchanged between the parties to the Purchase Agreement) and may be subject to a contractual standard of materiality that may differ from what may be viewed as material by investors. In particular, in your review of the representations and warranties contained in the Purchase Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating contractual risk between the parties to the Purchase Agreement, rather than establishing matters as facts. You should also not rely on the covenants in the Purchase Agreement as actual limitations on the business of CommScope, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Purchase Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. Information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Purchase Agreement.

Additional information about CommScope may be found elsewhere in this proxy statement and CommScope’s other public filings. See “Where You Can Find More Information” beginning on page 139 of this proxy statement.

Upon the terms and subject to the conditions of the Purchase Agreement, at the closing of the transactions contemplated by the Purchase Agreement: (i) CommScope will sell to Amphenol all of the issued and outstanding equity interests of CommScope Technologies LLC (“CST”), a wholly owned subsidiary of CommScope, such that, immediately following the closing, Amphenol will own, directly and indirectly, CST and its direct and indirect subsidiaries after giving effect to the Restructuring (as defined below under the heading “Restructuring Activities”) (collectively, the “Purchased Entities”), (ii) CommScope will sell, assign, transfer, convey and deliver to Amphenol (or any of Amphenol’s wholly owned subsidiaries as designated by Amphenol) the conveying assets which are not held by a Purchased Entity as of the effective time, which actions collectively will result in the transfer of the CCS Business to Amphenol and (iii) Amphenol will accept, assume and agree to pay, perform, fulfill and discharge when due the liabilities of the CCS Business.

On or prior to the closing date, CommScope will perform certain pre-closing restructuring activities to effect the separation of the CCS Business from CommScope’s other businesses, which activities (and restrictions thereon) are detailed in the transaction step plan agreed to between CommScope and Amphenol (such pre-closing

activities, collectively, the “Restructuring”). The Restructuring may include any optional steps set forth in the transaction step plan in CommScope’s sole discretion. CommScope and Amphenol may amend the transaction step plan and the restructuring steps and activities outlined therein upon mutual written consent (such consent by either party not to be unreasonably withheld, conditioned or delayed). In addition, prior to the closing of the CCS Sale Transaction, CommScope and Amphenol will, and will cause their respective subsidiaries to, in consultation with the other party, use reasonable best efforts to identify the internal separation activities necessary for the CCS Business to operate in a manner independent from CommScope and its subsidiaries (other than the Purchased Entities) and for the businesses retained by CommScope to operate independently of the CCS Business, and, upon the reasonable request of either party, the parties will reasonably cooperate to effect such separation activities.

Unless otherwise specifically agreed to by CommScope and Amphenol, the closing of the CCS Sale Transaction will occur on the second business day following the day on which each of the closing conditions set forth in the Purchase Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or waiver of those conditions). The closing will take place remotely by conference call and electronic exchange of documents and signatures (or their electronic counterparts) at the time to be agreed by the parties and in such other places and at such times as are necessary to cause the transactions to be consummated at the closing. The effective time of the closing for tax, operational and all other matters will be deemed to be 12:01 a.m. Eastern Time on the closing date.

Pursuant to the terms of the Purchase Agreement, the total consideration for the CCS Business consists of $10.5 billion in cash, subject to customary adjustments for cash held by the CCS Business as of immediately prior to the effective time, outstanding indebtedness of the CCS Business as of immediately prior to the effective time and deviations of the working capital of the CCS Business as of immediately prior to the effective time from an agreed target amount of working capital (such working capital adjustments subject to an agreed upon lower and upper collar). Following the closing of the CCS Sale Transaction, the Purchase Agreement provides for a customary purchase price true-up adjustment process in connection with the finalization of the closing statement for the CCS Business.

The Purchase Agreement contains representations and warranties of CommScope and Amphenol.

Many of the representations and warranties of CommScope in the Purchase Agreement are qualified by, among other things, exceptions relating to the absence of a “material adverse effect,” which means any development, change, state of facts, condition, circumstance, occurrence, event or effect that, individually or in the aggregate, (i) would prevent or materially impede or impair the ability of CommScope and its subsidiaries to consummate the CCS Sale Transaction or otherwise perform their obligations under the Purchase Agreement or (ii) has had, or would reasonably be expected to have, a material adverse effect on the operations, condition (financial or otherwise) or results of operations of the CCS Business, taken as a whole. However, solely in the case of clause (ii) above, no development, change, state of facts, condition, circumstance, occurrence, event or effect resulting from the following (subject to certain exceptions and other specified matters) will constitute or be taken into account in determining whether a material adverse effect has occurred:

Except with respect to the first four bullets above, such effects will not be excluded from determining whether a “material adverse effect” has occurred to the extent they disproportionately impact the CCS Business in a manner relative to the competitors of the CCS Business in the industry in which the CCS Business competes as a whole. With respect to Amphenol, “material adverse effect” means any development, change, state of facts, condition, circumstance, occurrence, event or effect that, individually or in the aggregate, prevents or materially impedes or impairs the ability of Amphenol to consummate the transactions contemplated by the Purchase Agreement (such material adverse effect is referred to as a “buyer material adverse effect”).

In the Purchase Agreement, CommScope makes various representations and warranties to Amphenol that are subject to certain exceptions and qualifications set forth in the Purchase Agreement. These representations and warranties relate to, among other things:

In the Purchase Agreement, Amphenol makes various representations and warranties to CommScope that are subject to certain exceptions and qualifications set forth in the Purchase Agreement. These representations and warranties relate to, among other things:

CommScope has agreed to certain covenants in the Purchase Agreement restricting the conduct of the CCS Business between the date of the Purchase Agreement and the effective time (or any earlier termination of the Purchase Agreement). As a general matter, except (i) as otherwise expressly required by the Purchase Agreement, including with respect to the Restructuring, (ii) as set forth in the confidential disclosure letter, (iii) as may be necessary to comply with applicable laws, or (iv) as consented to in writing by Amphenol (such consent not to be unreasonably withheld, conditioned or delayed), CommScope has agreed to, and to cause each of its subsidiaries to, use commercially reasonable efforts to (x) operate and conduct the CCS Business in the ordinary course of business in all material respects and in compliance with applicable law and (y) preserve intact the CCS Business and maintain existing relations and goodwill with the material customers, suppliers, lessors and other material business relationships of the CCS Business.

CommScope has further agreed that, except (i) as otherwise expressly required by the Purchase Agreement, including with respect to the Restructuring, (ii) as set forth in the confidential disclosure letter, (iii) as may be necessary to comply with applicable laws or (iv) as consented to in writing by Amphenol (such consent not to be unreasonably withheld, conditioned or delayed), CommScope will not, and will cause its subsidiaries not to, in each case with respect to the CCS Business:

The restrictions described above do not prevent CommScope from transferring or advancing to (i) CommScope or any of its subsidiaries any asset that is not a part of the CCS Business or any books and records that are not specified books and records of the CCS Business or (ii) any Purchased Entity any asset that is a part of the CCS Business or any specified books and records of the CCS Business. The restrictions described above also do not prevent CommScope from making payments under or repaying in full any indebtedness prior to the effective time or paying or incurring intercompany advances or indebtedness.

The Purchase Agreement is not intended to give to Amphenol, directly or indirectly, the right to control or direct the operations of the CCS Business, and prior to the closing, CommScope and its subsidiaries will exercise, consistent with the terms and conditions of the Purchase Agreement, complete control and supervision over their respective businesses and operations.

Subject to the other terms and conditions of the Purchase Agreement and to applicable law, CommScope and Amphenol, and each of their respective subsidiaries, are required to use their respective reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under any applicable antitrust laws and foreign direct investment laws to consummate and make effective as promptly as reasonably practicable the transactions contemplated by the Purchase Agreement and to use their respective reasonable best efforts to cause the conditions to each party’s obligation to close the transactions contemplated by the Purchase Agreement to be satisfied as promptly as practicable, including using reasonable best efforts to (i) obtain all governmental consents required for the satisfaction of the closing condition pertaining to governmental consents under antitrust laws and foreign direct investment laws (as discussed further below under the heading “Closing Conditions”) and (ii) effect all necessary registrations, notifications and filings with the governmental authorities in order to consummate and make effective the CCS Sale Transaction. CommScope and Amphenol are required to reasonably cooperate with each other to the extent necessary in connection with the obligations described in this paragraph.

Further, CommScope and Amphenol are required to (and will cause their respective affiliates to) make all regulatory filings needed to cause the satisfaction of the closing condition pertaining to governmental consents under antitrust laws and foreign direct investment laws as promptly as reasonably practicable, and, in any event, to make the initial filings required under the HSR Act within 25 business days following the date of the Purchase Agreement, unless a later date is mutually agreed by CommScope and Amphenol.

In addition, CommScope and Amphenol are required to (and will cause their respective subsidiaries to) cooperate and to use their respective reasonable best efforts to obtain the governmental consents needed to cause the satisfaction of the closing condition pertaining to governmental consents under antitrust laws and foreign direct investment laws as promptly as reasonably practicable, including to respond as promptly as practicable to any requests for information from any governmental authority in connection with antitrust laws and foreign direct investment laws and cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry by or from a governmental authority or in connection with any proceeding initiated by a governmental authority in connection with antitrust laws and foreign direct investment laws. CommScope and Amphenol have agreed to furnish to the other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any such governmental authority.

CommScope and Amphenol, and each of their respective subsidiaries, are required to consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other in advance, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either CommScope or Amphenol in connection with proceedings under or relating to any antitrust laws or foreign direct investment laws in connection with the Purchase Agreement (other than, in the case of CommScope or Amphenol, as the case may be, the portions of such correspondence, filings and written communications that include confidential or proprietary information not directly related to the CCS Sale Transaction). Additionally, each of CommScope and Amphenol is required to (except as prohibited or restricted by applicable law):

Until the earlier of the closing or the termination of the Purchase Agreement, CommScope and Amphenol may not, and will cause their respective subsidiaries not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or person (or any other business organization or division of such business or person), or merge or consolidate with any other person, if such transaction would reasonably be expected to prevent or cause a material delay in the satisfaction of the closing conditions contained in the Purchase Agreement or the consummation of the CCS Sale Transaction.

Amphenol and its affiliates will not be required to undertake or enter into agreements with any governmental authority or agree to the entry of an order by any governmental authority or commit to sell or dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses (and CommScope may not agree to such actions without Amphenol’s prior written consent). In addition, Amphenol will control, lead and direct all actions, decisions and strategy for, and make all final determinations as to the timing and appropriate course of action with respect to each of the following actions:

Without the prior written consent of Amphenol, CommScope and its affiliates may not, (i) offer to, agree with or commit to any governmental authority not to consummate, or to delay the consummation of, the CCS Sale Transaction or (ii) offer, propose, negotiate, agree to, commit to or effect any remedy, condition, commitment or undertaking in connection with any antitrust law or foreign direct investment law in connection with the CCS Sale Transaction.

To the extent requested in writing by Amphenol, CommScope and its affiliates will be required to offer, propose, negotiate, agree to, commit to and effect any remedy, condition, commitment or undertaking with respect to the CCS Business in connection with any antitrust law or foreign direct investment law in connection with the CCS Sale Transaction so long as such actions (i) resolve, in whole or in part, the requirements, objections or concerns of an applicable governmental authority, (ii) do not prevent or cause material delay in the satisfaction of the closing conditions contained in the Purchase Agreement or the consummation of the CCS Sale Transaction and (iii) in any event, are conditioned upon the occurrence of the closing.

For the limited purposes of effecting the transactions contemplated by the Purchase Agreement and transition and integration planning, CommScope and its subsidiaries are required to permit Amphenol and its authorized agents or representatives (subject to certain additional exceptions) to have reasonable access to the properties, books, records and such financial data of the CCS Business (including tax returns and supporting documentation) and the CCS Employees as Amphenol may reasonably request, during regular business hours. Such access may occur only upon reasonable notice and may not unreasonably disrupt the personnel and operations of CommScope or any of its subsidiaries, must comply with the reasonable security, data privacy and data protection, and insurance requirements of CommScope and its subsidiaries, may not require the disclosure of any source code or other trade secrets, and must be at Amphenol’s sole risk and expense.

No less than 15 business days prior to the closing date, Amphenol will be required to, with reasonable assistance and cooperation from CommScope, make an offer of employment (to take effect on the closing date), consistent with the terms of the Purchase Agreement as described below, to each of the CCS Employees (other than those CCS Employees who will be employed by a Purchased Entity at the closing or the parties agree will be automatically transferred to Amphenol or any of its affiliates (including any Purchased Entity) on the closing date). Following the closing, Amphenol will be required to (directly or indirectly) provide for the following employment terms for (x) each CCS Employee who receives and accepts an offer of employment made in accordance with the terms of the Purchase Agreement and who commences employment with Amphenol or any of its affiliates pursuant to such offer of employment and (y) each other CCS Employee who is automatically transferred to Amphenol or any of its affiliates at the closing (each a “Continuing Employee”) during the following associated time periods (or such shorter period as such Continuing Employee remains an employee of Amphenol or one of its affiliates following the closing):

These commitments by Amphenol generally do not apply to defined benefit pension benefits; liquidity, sale bonus, transaction, retention, change of control bonus plans or similar arrangements; and equity, restricted stock units, performance stock units, stock options or any other equity-based compensation or awards.

Amphenol has agreed to credit each Continuing Employee the amount of accrued and unpaid hours of vacation (to the extent permitted by law), personal hours, PTO or days earned and sick leave as of or prior to the closing and any other leave required to be credited by law applicable to such Continuing Employee as reflected in the records delivered by CommScope to Amphenol as of the closing. Similarly, from and after the closing, Amphenol has agreed to (directly or indirectly through the applicable employing entity of such Continuing Employee), with respect to the benefit plans in which a Continuing Employee participates (which, following the closing, may include those benefit plans Amphenol assumed from CommScope), provide credit for such Continuing Employee’s length of service with CommScope and its subsidiaries (including any length of service with any entity acquired by CommScope or any such subsidiary) for purposes of eligibility, participation, vesting and benefit accrual under such plan, program, policy or arrangement, including severance policies, each to the extent permissible under the applicable benefit plans of Amphenol and that does not result in a duplication of benefits.

Claims incurred by Continuing Employees (and covered dependents) at or prior to closing under any of CommScope’s benefit plans providing medical, dental and vision benefit plans, workers compensation and life insurance plans, disability plans and other welfare plans (but for clarification, not under any form of retirement or pension plan) will, to the extent covered under the terms and conditions of such benefit plans, be paid under such benefit plans notwithstanding the closing, and the Continuing Employees or covered dependents will be considered participants in such plans solely with regard to such claims. Expenses and benefits with respect to claims incurred by Continuing Employees or their covered dependents after the closing, and expenses and benefits payable under any benefit plan assumed by Amphenol, will be the responsibility of Amphenol. Amphenol or the applicable employing entity will assume and be responsible for all liabilities with respect to Continuing Employees based in the United States and their eligible dependents, in respect of continuation coverage health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and Accountability Act of 1996, Sections 601, et seq. and Sections 701, et seq. of ERISA, Section 4980B and Sections 9801, et seq. of the Code and applicable state or similar laws.

With respect to the fiscal year of CommScope in which the closing occurs and with respect to each Continuing Employee who remains employed as of the applicable payment date, Amphenol will (directly or indirectly through the applicable employing entity of such Continuing Employee), make bonus payments to certain Continuing Employees equal to the bonus amount accrued or reflected or otherwise taken into account in the calculation of the net working capital of the CCS Business as of the closing date, as finally determined, with respect to such Continuing Employee, if any, which bonus payment must be made no later than the same time or times CommScope pays employee bonuses in the ordinary course of business and, with respect to any CommScope sales and commission plans in effect as of the closing, Amphenol will (directly or indirectly through the applicable employing entity of such Continuing Employee), make a sales or commission payment to applicable Continuing Employees equal to the sales or commission amount accrued or reflected or otherwise taken into account in the calculation of the net working capital of the CCS Business as of the closing date, as finally determined, with respect to such Continuing Employee, if any, which payment must be made no later than the same time or times CommScope pays such sales and commission payments in the ordinary course of business, in each case, subject to any relevant continued employment or service requirements applicable to such payments.

During the three year period following the closing date, CommScope and its subsidiaries may not engage in, or hold any ownership interest in any person who engages in, a business that competes with the CCS Business as the CCS Business was operated on the date of the Purchase Agreement and is operated as of the closing date by CommScope and its subsidiaries anywhere in the world, including the manufacture, distribution, installation or sale of any products and services that are under development or are manufactured, distributed or sold by the CCS Business anywhere in the world as of the closing date. The activities described in the previous sentence are each referred to as a “competing activity”.

CommScope and its subsidiaries, however, will not be restricted from taking any of the following actions and certain other agreed upon permitted actions:

Beginning on the closing date and for a period of three years following the closing date, CommScope and its subsidiaries have agreed, to the extent permitted by law and subject to certain exceptions, not to solicit to hire (whether as an employee, consultant, independent contractor or otherwise) any Continuing Employee. Amphenol has also agreed to take certain actions with regard to the non-solicitation of CommScope employees.

In connection with the execution of the Purchase Agreement, CommScope agreed to immediately cease, and cause to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any CCS acquisition proposal (as defined below) as of the date of the Purchase Agreement. In addition to the foregoing, CommScope has agreed that, until the earlier of the effective time and the termination of the Purchase Agreement, it will not and will cause its subsidiaries and its and their respective officers, directors and representatives not to, directly or indirectly:

Additionally, until the earlier of the effective time and the termination of the Purchase Agreement, CommScope may not call or convene a meeting of the stockholders of CommScope to consider a proposal that would reasonably be expected to materially impair, prevent or delay the consummation of the CCS Sale Transaction.

For the purposes of the Purchase Agreement, a “CCS acquisition proposal” is a proposal, offer or indication of interest from any person (other than a proposal or offer by Amphenol) providing for any transaction or series of related transactions (other than the CCS Sale Transaction) involving any: (i) merger, consolidation, share exchange, tender offer, business combination, recapitalization, reorganization or similar transaction involving CommScope, pursuant to which the stockholders of CommScope immediately preceding such transaction would own or control, directly or indirectly, less than eighty percent (80%) of the equity interests in the surviving, resulting or ultimate parent entity of such transaction (by voting power), (ii) sale, lease, license, exchange, transfer, dissolution or other disposition, directly or indirectly, of assets of CommScope (including the capital stock or other equity interests of any of its subsidiaries) or any subsidiary of CommScope representing twenty percent (20%) or more of the consolidated assets (measured by the fair market value of such assets), net revenues or net income of CommScope and its subsidiaries taken as a whole, or to which twenty percent (20%) or more of the net revenues, net income or assets (measured by the fair market value of such assets) of CommScope and its subsidiaries, taken as a whole, are attributable, (iii) issuance or sale or other disposition of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of CommScope or (iv) any combination of the foregoing. However, any transaction specified in clauses (i)-(iii) of the previous sentence will not constitute a CCS acquisition proposal if such transaction (x) involves solely the assets or liabilities being retained by CommScope in connection with the CCS Sale Transaction, (y) does not prevent, materially impede or delay or materially impair the consummation of the CCS Sale Transaction and (z) does not require CommScope stockholder approval or with respect to which definitive documentation is entered into after obtaining CommScope stockholder approval for the CCS Sale Transaction.

Notwithstanding the restrictions on solicitation described above, if CommScope receives a bona fide written CCS acquisition proposal from a third party prior to obtaining the CommScope stockholder approval and such CCS acquisition proposal was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of the restrictions on solicitation described above, then CommScope may contact the person who made such CCS acquisition proposal solely to clarify the terms of such CCS acquisition proposal so that the Board may inform itself about such acquisition proposal.

If the Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such CCS acquisition proposal constitutes or is reasonably likely to constitute a superior proposal, CommScope may also (i) furnish information concerning its business, properties or assets to such person pursuant to a confidentiality agreement with confidentiality terms that, taken as a whole, are not less favorable to CommScope than those contained in the confidentiality agreement with Amphenol and (ii) negotiate and participate in discussions and negotiations with such person concerning such CCS acquisition proposal.

For the purposes of the Purchase Agreement, a “superior proposal” is a written CCS acquisition proposal (however, for purposes of this definition, references to twenty percent (20%) and eighty (80%) in the definition of “CCS acquisition proposal” refer to fifty percent (50%) instead) which the Board determines (i) to be reasonably likely to be consummated on the terms proposed on a timely basis if accepted and (ii) to be more favorable to CommScope’s stockholders than the CCS Sale Transaction and the other transactions contemplated by the Purchase Agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and the Purchase Agreement, and any changes to the terms of the Purchase Agreement offered by Amphenol in response to such acquisition proposal. However, any CCS acquisition proposal made in breach of the restrictions on solicitation described above will not constitute a superior proposal.

CommScope must (i) promptly (and in any case within twenty-four (24) hours) provide Amphenol notice with respect to any inbound CCS acquisition proposal, of the other party (or parties) and the material terms of such inquiry, offer, proposal or request, (ii) promptly (and in any case within twenty-four (24) hours) make available to Amphenol copies of all written materials provided by CommScope to such party but not previously made available to Amphenol and (iii) keep Amphenol informed on a reasonably prompt basis (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any inbound CCS acquisition proposal or other inquiry, offer, proposal or request.

Pursuant to the terms and conditions of the Purchase Agreement, neither the Board nor any committee of the Board may take any of the following actions, which for purposes of the Purchase Agreement are each an “adverse recommendation change”:

Notwithstanding the foregoing, prior to obtaining the requisite Stockholder Approval, if the Board receives a bona fide written CCS acquisition proposal that the Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a superior proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of CommScope’s restrictions on solicitation described above, the Board may effect an adverse recommendation change or terminate the Purchase Agreement in order to enter into a definitive agreement with respect to such superior proposal if each of the following conditions are satisfied:

In addition to the foregoing, prior to obtaining the requisite Stockholder Approval, the Board may effect an adverse recommendation change in response to an intervening event if each of the following conditions are satisfied:

For the purposes of the Purchase Agreement, an “intervening event” is a material event or circumstance that was not known or reasonably foreseeable to the Board as of the date of the Purchase Agreement (or if known, the material consequences of which were not known or reasonably foreseeable to the Board at such time), which event or circumstance, or consequence of such event or circumstance, becomes known to the Board prior to obtaining Stockholder Approval.

CommScope will, as promptly as reasonably practicable, following the date upon which CommScope learns that this proxy statement will not be reviewed or that the SEC staff has no further comments to this proxy statement, duly call, give notice of, convene and hold the Special Meeting and use its reasonable best efforts to obtain the approval of the holders of at least a majority of the outstanding stock of the Company, with shares of common stock and Series A Preferred Stock (on an as-converted to common stock basis), voting together as a single class.

The respective obligations of each of the parties to effect the CCS Sale Transaction are subject to the satisfaction or written waiver by all parties of the following conditions:

The obligations of CommScope to effect the CCS Sale Transaction are also subject to the satisfaction or written waiver by CommScope of the following conditions:

The obligations of Amphenol to effect the CCS Sale Transaction are also subject to the satisfaction or written waiver by Amphenol of the following conditions: