You are cordially invited to attend a special meeting of stockholders of Dayforce, Inc., a Delaware corporation (the “Company,” “Dayforce,” “we,” “us” and “our”), on November 12, 2025 at 11:00 a.m., Eastern Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/DAY2025SM. You will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” shall mean virtually present at the special meeting.

On August 20, 2025, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Dawn Bidco, LLC, a Delaware limited liability company (“Parent”), and Dawn Acquisition Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), providing for, on the terms and subject to the conditions of the merger agreement, the acquisition of the Company by Parent at a price of $70.00 in cash, without interest, per share of common stock, par value $0.01 per share, of the Company (“Company common stock”) issued and outstanding. On the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent (the “surviving corporation”). Parent and Merger Sub are affiliates of Thoma Bravo Fund XIV, L.P., Thoma Bravo Fund XIV-A, L.P., Thoma Bravo Executive Fund XIV, L.P., Thoma Bravo Executive Fund XIV-a, L.P., Thoma Bravo Fund XV, L.P., Thoma Bravo Fund XV-A, L.P., Thoma Bravo Executive Fund XV, L.P., Thoma Bravo Fund XVI, L.P., Thoma Bravo Fund XVI-A, L.P., Thoma Bravo Fund XVI-B, SCSP, Thoma Bravo Executive Fund XVI, L.P., Thoma Bravo Employee Fund, L.P. and Thoma Bravo Employee Fund II, L.P. (each, a “Thoma Bravo Fund” and together, the “Thoma Bravo Funds”), and Parent, Merger Sub, and the Thoma Bravo Funds are each affiliated with Thoma Bravo, L.P. (“Thoma Bravo”). Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors.

If the merger is consummated, you will be entitled to receive $70.00 in cash, without interest, in exchange for each share of Company common stock you own at the effective time of the merger (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board (1) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement; (2) determined that it is in the best interests of the Company and its stockholders for the Company to enter into the merger agreement and declared the merger agreement advisable; (3) directed that the Company submit the adoption of the merger agreement to a vote of the holders of Company common stock and the holder of the special voting share (acting as Trustee for the holders of Exchangeable Shares (as defined below)) (collectively, the “Holders”) in accordance with the terms of the merger agreement; and (4) resolved to recommend that the Holders adopt the merger agreement (including recommending to holders of Exchangeable Shares to direct the holder of the special voting share to cast the votes corresponding to their Exchangeable Shares to be voted in favor of adopting the merger agreement).

At the special meeting, the Holders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (the “merger agreement proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the

compensation that may be paid or become payable to the named executive officers of the Company in connection with the transactions contemplated by the merger agreement, including consummation of the merger (the “advisory compensation proposal”) and (3) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Your vote is important. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding capital stock of the Company entitled to vote thereon at the special meeting. Whether or not you plan to attend the virtual special meeting as a holder of shares of Company common stock, we want to make sure your shares of Company common stock are represented at the meeting. Please promptly follow the voting instructions provided on the enclosed proxy card to submit your vote. If you hold shares of Ceridian AcquisitionCo ULC (the “Exchangeable Shares”), your enclosed proxy card contains further details regarding voting instructions.

After reading the accompanying proxy statement, if you are a holder of Company common stock, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card by mail or by granting your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). You may also vote your shares of Company common stock by attending and voting at the virtual special meeting. Instructions regarding the methods of authorizing your proxy for shares of Company common stock are detailed in the section of the accompanying proxy statement entitled “The Special Meeting—Voting Procedures.” If you attend the special meeting and vote your shares of Company common stock thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you hold Exchangeable Shares, your enclosed proxy card contains further details regarding voting instructions. If you have any questions or need assistance voting, please contact our proxy solicitation agent:

On behalf of the Board, thank you for your continued support.

The merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated September 29, 2025 and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about September 29, 2025.

Notice is hereby given that a special meeting of stockholders of Dayforce, Inc., a Delaware corporation (the “Company,” “Dayforce,” “we,” “us” and “our”), to be held on November 12, 2025 at 11:00 a.m. Eastern Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/DAY2025SM. The Company’s stockholders will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” shall mean virtually present at the special meeting. The special meeting is being held for the purpose of acting on the following matters:

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

This proxy statement includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements may be identified by the use of words such as “continue,” “guidance,” “expect,” “outlook,” “project,” “believe” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the merger. These statements are based on various assumptions, whether or not identified in this communication, and on current expectations and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are subject to a number of risks and uncertainties, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that Company stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally.

Further information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) and Canadian securities regulators on February 28, 2025, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made by the Company from time to time with the SEC and Canadian securities regulators. These filings, when available, are available on the investor relations section of the Company website at https://investors.dayforce.com or on the SEC’s website at https://www.sec.gov. If any of these risks materialize or any of these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

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

Dayforce, Inc. is a global human capital management (“HCM”) software company. Dayforce, our flagship Cloud HCM platform, provides a full suite of HCM functionality, including global human resources (“HR”), payroll and tax, workforce management, benefits, and talent intelligence functionality. In addition to Dayforce, we sell Powerpay, a Cloud HR and payroll solution for the Canadian small business market, through both direct sales and established partner channels. We also continue to support customers using our legacy North America solutions and customers using our acquired solutions in the Asia Pacific Japan region.

We were incorporated in July 2013 in Delaware under the name Ceridian HCM Holding Inc. Our principal executive offices are located at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425, and our telephone number is (952) 853-8100. Shares of Company common stock are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the trading symbol “DAY.”

Parent was formed on July 28, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

The principal executive offices of Parent are c/o Thoma Bravo, L.P., One Market Plaza, Suite 2400, San Francisco, CA 94105 with a telephone number of (415) 263-3660.

Merger Sub is a direct wholly owned subsidiary of Parent and was formed on July 28, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

Parent and Merger Sub are affiliates of Thoma Bravo Fund XIV, L.P., Thoma Bravo Fund XIV-A, L.P., Thoma Bravo Executive Fund XIV, L.P., Thoma Bravo Executive Fund XIV-a, L.P., Thoma Bravo Fund XV, L.P., Thoma Bravo Fund XV-A, L.P., Thoma Bravo Executive Fund XV, L.P., Thoma Bravo Fund XVI, L.P., Thoma Bravo Fund XVI-A, L.P., Thoma Bravo Fund XVI-B, SCSP, Thoma Bravo Executive Fund XVI, L.P., Thoma Bravo Employee Fund, L.P. and Thoma Bravo Employee Fund II, L.P. (each, a “Thoma Bravo Fund” and together, the “Thoma Bravo Funds”), and Parent, Merger Sub, and the Thoma Bravo Funds are each affiliated with Thoma Bravo, L.P. (“Thoma Bravo”). Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. At the effective time, the surviving corporation will be indirectly owned by the Thoma Bravo Fund and certain of its affiliates.

In connection with the transactions contemplated by the merger agreement, the Thoma Bravo Funds have provided Parent with an equity commitment and Parent has obtained debt financing commitments from those certain lenders specified in, and party to, the debt commitment letter (as defined below under “—Financing of the Merger”) (the “Lenders”). The amounts committed under the commitment letters (as defined below under “—Financing of the Merger”) will be used to fund the aggregate purchase price required to be paid at the closing of the merger (the “closing”) and to also fund certain other payments at the closing (including the Required Amounts (as defined below under “—Financing of the Merger”)), subject to the terms and conditions of the merger agreement. In addition, the Thoma Bravo Funds have agreed to guarantee the payment of certain liabilities and obligations of Parent and/or Merger Sub under the merger agreement, subject to an aggregate cap equal to $712 million, including any termination fee, certain damages, and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by the Company, as specified in the merger agreement. For more information, please see the section of this proxy statement entitled “The Merger—Financing of the Merger.”

The principal executive offices of Merger Sub are c/o Thoma Bravo, L.P., One Market Plaza, Suite 2400, San Francisco, CA 94105 with a telephone number of (415) 263-3660.

We are furnishing this proxy statement to Company stockholders and holders of Exchangeable Shares as part of the solicitation of proxies by the Board for exercise at the special meeting and at any postponements or adjournments thereof.

The special meeting of Company stockholders will be held on November 12, 2025 at 11:00 a.m., Eastern Time, in a virtual-only meeting format.

Holders of Company Common Stock. To attend the virtual special meeting, Company stockholders must register prior to the start of the meeting. To register, please visit www.virtualshareholdermeeting.com/DAY2025SM. You will be required to enter the control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the virtual meeting and vote your shares of Company common stock if you are a Company stockholder as of the record date. Once you have registered for the meeting, you will receive an email confirmation containing additional information regarding the virtual special meeting. All shareholders are entitled to attend the special meeting; however, you are entitled to participate, meaning you are entitled to vote and submit questions at the special meeting, only if you were a stockholder of record as of the close of business on the record date, or if you were a beneficial owner of shares of Company common stock as of the record date and you obtain a legal proxy in accordance with the instructions below.

Holders of Exchangeable Shares. Holders of Exchangeable Shares will be represented at the special meeting through the Trustee.

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement.

The Board has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions. The Board (1) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement; (2) determined that it is in the best interests of the Company and its stockholders for the Company to enter into the merger agreement and declared the merger agreement advisable; (3) directed that the Company submit the adoption of the merger agreement to a vote of the Holders in accordance with the terms of the merger agreement; and (4) resolved to recommend that the Holders adopt the merger agreement (including recommending to holders of Exchangeable Shares to direct the holder of the special voting share to cast the votes corresponding to their Exchangeable Shares to be voted in favor of adopting the merger agreement). Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger.”

If you are a record holder of Company common stock (in other words, you hold Company common stock in your own name in the stock register maintained by our transfer agent, Equiniti), then are entitled to virtually attend and participate in the special meeting. You must register to attend the meeting prior to the start of the meeting. To register to attend the virtual special meeting, you should visit www.virtualshareholdermeeting.com/DAY2025SM. You

will be required to enter the control number, included on your proxy card, voting instruction form or as you may otherwise receive. Once you have registered for the meeting, you will receive an email confirmation containing additional information regarding the virtual special meeting.

If you hold your shares in “street name” (in other words, your Company common stock is held in the name of your bank, broker or other nominee), you are entitled to virtually attend the special meeting but must first obtain a legal proxy in order to vote your shares at the special meeting. You must register to attend the meeting prior to the start of the meeting. To register to attend the virtual special meeting, you should visit www.virtualshareholdermeeting.com/DAY2025SM. You will be required to enter the control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the virtual meeting and vote your shares of Company common stock if you are a Company stockholder as of the record date. Once you have registered for the meeting, you will receive an email confirmation containing additional information regarding the virtual special meeting.

If you wish to participate and vote your shares at the virtual special meeting, you must first obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy from your bank, broker or other nominee, please mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you request a legal proxy from your bank, broker or other nominee, you should note that the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker or other nominee to vote on your behalf and, in that case, you would only be able to vote at the virtual special meeting. Failure to provide a legal proxy may invalidate any votes placed at the virtual special meeting.

Holders of Exchangeable Shares will be represented at the special meeting through the Trustee.

Only the holders of record of Company common stock at the close of business on September 25, 2025, the record date for the special meeting, and the Trustee will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the record date, there were 158,006,476 shares of Company common stock outstanding and entitled to vote, and the Special Voting Share represents an additional 1,950,866 shares of Company common stock issuable upon exchange of the Exchangeable Shares for a total of 159,957,342 votes represented by the outstanding shares of Voting Stock. Each Company common stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date, and each holder of Exchangeable Shares is entitled to direct the Trustee to cast the number of votes equal to the number of shares of Company common stock issuable upon the exchange of the Exchangeable Shares held by such holder of Exchangeable Shares on the record date, on each of the proposals presented in this proxy statement.

For 10 days prior to the special meeting, the names of stockholders entitled to vote at the special meeting will be available for inspection for any purpose germane to the meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 3311 East Old Shakopee Road, Minneapolis, MN 55425, by contacting the Corporate Secretary of the Company.

A majority of all issued and outstanding stock entitled to vote on the record date, present in person or represented by proxy at the special meeting, constitutes a quorum for the transaction of business at the special meeting. For purposes of determining whether a quorum is present, “all issued and outstanding stock entitled to vote” will include the number of shares of Company common stock issuable upon the exchange of the Exchangeable Shares. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. For shares of the Company common stock, broker non-votes will not be counted as shares present for purposes of determining the presence of a quorum unless your bank, broker or other nominee has been instructed to vote on at least one of the proposals presented in this proxy statement.

If a quorum is not present or represented at the special meeting, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, may adjourn the special meeting, may adjourn the special meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company common stockholder of record entitled to vote at the special meeting and to the Trustee. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of the Voting Stock. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

Abstentions, failures to vote (including, in the case of Company common stock, a failure to authorize a proxy to vote on your behalf and, in the case of Exchangeable Shares, a failure to direct the Trustee on how to cast the vote with respect to your Exchangeable Shares) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including, in the case of Company common stock, a failure to authorize a proxy to vote on your behalf and, in the case of Exchangeable Shares, a failure to direct the Trustee on how to cast the vote with respect to your Exchangeable Shares) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Abstentions, failures to vote (including, in the case of Company common stock, a failure to authorize a proxy to vote on your behalf and, in the case of Exchangeable shares, a failure to direct the Trustee on how to cast the vote with respect to your Exchangeable Shares) and broker non-votes will have no effect on the outcome of the adjournment proposal, regardless of whether a quorum is present at the special meeting. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

Neither approval of the advisory compensation proposal nor approval of the adjournment proposal is a condition to the consummation of the merger.

With respect to shares of Company common stock, a broker “non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. The Company does not expect any broker non-votes at the special meeting because the rules applicable to banks, brokers and other nominees only provide banks, brokers and other nominees with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the special meeting is considered “non-routine.” As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions.

Whether or not you plan to attend the virtual special meeting and regardless of the number of shares of Company common stock or Exchangeable Shares you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

If you are a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, Computershare) and to ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the virtual special meeting. In order to vote by proxy card, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Eastern Time on November 10, 2025. You may vote electronically over the internet or by telephone until 11:59 p.m. Eastern Time on November 11, 2025. You may also vote by attending the virtual special meeting and voting during the live webcast.

If you hold your shares of Company common stock in “street name” (in other words, your Company common stock is held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete, date, sign and mail the enclosed voting instruction form from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. To vote at the virtual special meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to obtain a legal proxy from your bank, broker or other nominee and register in advance. Please see “The Special Meeting—Registering for the Special Meeting” above for information on how to register in advance. Without following the voting and/or registration instructions, your Company common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal and will not have any effect on the advisory compensation proposal and adjournment proposal.

If you hold Exchangeable Shares, you are entitled to direct the Trustee to cast the number of votes equal to the number of shares of Company common stock issuable upon the exchange of the Exchangeable Shares you held on the record date. The Trustee will vote pursuant to your voting instructions, which must be received prior to 11:59 p.m. Eastern Time on November 6, 2025. Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (877) 456-3422 (banks and brokers may call collect at (212) 750-5833).

If you complete and submit your proxy card or voting instructions for shares of Company common stock, the persons named as proxies will follow your instructions. If you are a holder of record for shares of Company common stock and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions.

For Company common stockholders of record, any time after you have submitted a proxy and before the proxy is exercised, you may revoke or change your vote in one of four ways:

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If you hold your shares of Company common stock in “street name,” you will need to revoke or resubmit your proxy through your broker, bank or other nominee and in accordance with its procedures. If your broker, bank or other nominee allows you to submit a proxy via the internet or by telephone, you may be able to change your vote by submitting a new proxy via the internet or by telephone (or by mail). In order to attend the virtual special meeting and vote during the webcast, which will have the same effect as revoking any previously submitted voting instructions, you will need to obtain a legal proxy issued in your name from your broker, bank or other nominee, who is the Company common stockholder of record, and register in advance to attend the meeting.

Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions, including on how to change their votes after they have delivered instructions to the Trustee.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and NYSE regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated to solicit proxies at a total cost to the Company of approximately $400,000.

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies. If a quorum is not present in person or represented by proxy at the special meeting, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, without notice, provided that the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company common stockholder of record entitled to vote at the special meeting and the Trustee. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

As of September 8, 2025, the directors and executive officers of the Company beneficially owned an aggregate of 7,183,988 shares of Company common stock (including shares of Company common stock issuable upon the exchange of the Exchangeable Shares), or approximately 4.5% of the then-outstanding Voting Stock. We currently expect that all directors and executive officers of the Company will vote their shares of Company common stock or Exchangeable Shares (through the Trustee) “FOR” each of the proposals to be presented at the special meeting. For more information regarding the security ownership of directors and executive officers of the Company, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

The Company’s directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of the Company stockholders or holders of Exchangeable Shares generally. For more information, see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (1) continuously holds such shares through the effective time, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights, (3) strictly complies with the procedures under Section 262, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger—Appraisal Rights”), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 and is urged to consult his, her or its legal and financial

advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights.”

Pursuant to the DGCL and the Company’s by-laws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

If you have any questions or need assistance in registering, completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, which is acting as the Company’s proxy solicitation agent in connection with the merger:

We are asking Company common stockholders and holders of Exchangeable Shares (voting through the Trustee) to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

The Board recommends a vote “FOR” the approval of the merger agreement proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking Company common stockholders and holders of Exchangeable Shares (voting through the Trustee) to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger. As required by those rules, the Company is asking Company common stockholders and holders of Exchangeable Shares (voting through the Trustee) to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled “Potential Payments to Named Executive Officers,” including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company or the Board; as the Company is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The Board recommends a vote “FOR” the approval of the advisory compensation proposal.

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The Company is asking Company common stockholders to authorize the holder of any proxy solicited by the Board and holders of Exchangeable Shares to authorize the Trustee to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement proposal at the time of the special meeting.

The Board recommends a vote “FOR” the approval of the adjournment proposal.

The Company is seeking the adoption by Company stockholders of the merger agreement the Company entered into on August 20, 2025 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. The Board has authorized and approved the execution, delivery and performance by the Company of the merger agreement and declared the merger agreement advisable, and recommends that Holders vote to adopt the merger agreement.

The Board and senior management regularly review and evaluate the Company’s business and long-term strategy, competitive position, historical performance, future prospects and opportunities, with the goal of enhancing stockholder value. These reviews have included discussions as to the Company’s strategic alternatives, including continuing to execute on its strategy as a standalone company, pursuing acquisitions or pursuing a sale or business combination transaction.

In addition, David Ossip, the Chair and Chief Executive Officer of the Company, has routinely met with representatives of strategic parties and financial sponsors, including as a result of inbound requests from such parties, to discuss trends and developments in the HCM technology and software industry, market conditions, the Company’s business and to assess whether there may be an opportunity for a potential transaction involving the Company that would enhance value for the Company’s stockholders. Mr. Ossip has regularly updated members of the Board regarding such discussions.

On August 30, 2024, Mr. Ossip was contacted by Mr. Orlando Bravo, managing partner of Thoma Bravo. Messrs. Ossip and Bravo held a brief call later that day. In the call, Mr. Bravo provided Mr. Ossip with an introduction to Thoma Bravo and expressed Thoma Bravo’s interest in the Company’s business. Mr. Bravo indicated that he would be in touch.

On September 16, 2024, Mr. Bravo reached out to Mr. Ossip and requested a meeting between Mr. Ossip and representatives of Thoma Bravo to learn more about the Company.

Following the September 16, 2024 call, Mr. Ossip discussed the meeting request with Mr. Gerald Throop, Lead Director of the Company, and Thomas Hagerty, director of the Company and Chair of the Acquisition and Finance Committee of the Board. Following discussion, they agreed that Mr. Ossip should meet with Thoma Bravo and continue to explore its potential interest in the Company subject to first entering into a confidentiality agreement. Mr. Ossip sent Mr. Bravo a draft customary confidentiality agreement (the “NDA”) prepared by the Company’s outside counsel, Wachtell, Lipton, Rosen & Katz (who we refer to as “Wachtell Lipton”), which was subsequently executed on September 20, 2024. The NDA required the Company’s prior written consent for Thoma Bravo to engage in discussions with any potential equity or debt financing sources.

On September 24, 2024, Mr. Ossip and Mr. Jeremy Johnson, Executive Vice President and Chief Financial Officer of the Company, met with Mr. Bravo and several other representatives of Thoma Bravo, including Mr. Holden Spaht, a managing partner at Thoma Bravo. At this meeting, Mr. Ossip and Mr. Johnson provided the representatives of Thoma Bravo with an overview of the Company and its business and answered questions from the Thoma Bravo representatives.

On September 27, 2024, Mr. Johnson held a follow-up discussion with representatives of Thoma Bravo with respect to various financial questions.

Shortly after these meetings, Mr. Bravo contacted Mr. Ossip and expressed a preliminary interest in exploring an acquisition of the Company by Thoma Bravo and provided a soft price indication around $65 per share of Company common stock. After discussing the indication with Messrs. Throop and Hagerty, Mr. Ossip informed Mr. Bravo that $65 was not a price at which the Company would be willing to consider a potential transaction. On September 27, 2024, the closing price of the Company common stock on the NYSE was $60.20.

Following this discussion, there was no further interaction with Thoma Bravo relating to a potential transaction until February 2025.

On October 29, 2024, the Board held a regular scheduled meeting, which was attended by members of senior management for a portion of the meeting. Mr. Ossip updated the Board in executive session about the preliminary discussion with representatives of Thoma Bravo. Following the executive session, Mr. Johnson led a discussion with the Board regarding the Company’s third quarter results and fourth quarter 2024 and full year 2024 guidance. The Board also discussed its long range and short range financial plans, with a focus on the Company’s cost structure and revenue growth.

On October 30, 2024, the Company released its third quarter results, which included increases in recurring revenue year-over-year and in year-to-date cash flows from operating activities.

On November 12, 2024, the Company hosted an investor day during which it provided an overview of its vision, strategy and multi-year long range financial model, including plans to increase free cash flow to $1 billion by 2031.

On January 30, 2025, the Board held a regular scheduled meeting, which was attended by members of senior management. Mr. Johnson led a discussion with the Board regarding fourth quarter and year-end performance metrics and highlights, including a miss in fourth quarter 2024 guidance. The Board also discussed and approved the Company’s 2025 short range plan, which included an efficiency plan of cost reductions, and discussed financial guidance for 2025.

On February 5, 2025, the Company reported fourth quarter and full year 2024 results and raised its adjusted EBITDA guidance for fiscal year 2025.

On February 26, 2025, the Company also announced an efficiency plan with an expected reduction of approximately 5% of the Company’s workforce together with pre-tax cost savings that the efficiency plan was expected to generate in fiscal year 2025 and on an annualized run-rate basis. On February 26, 2025, the closing price of the Company common stock on the NYSE was $62.60.

In late February 2025, a representative of Thoma Bravo reached out to Mr. Ossip expressing an interest in reengaging with the Company and requested a meeting between the senior management of the Company and representatives of Thoma Bravo to discuss the Company’s business.

On February 28, 2025, the Board held a regular scheduled meeting, which was attended by members of senior management for a portion of the meeting. During executive session, Mr. Ossip updated the Board on the recent outreach from Thoma Bravo. The Board authorized Mr. Ossip to engage in discussions and diligence with Thoma Bravo to explore whether Thoma Bravo would be willing to meaningfully improve its prior indicative proposal. The Board discussed the status of the efficiency program and the reaction of the market and other key constituencies to its announcement and observed the significant downward trend in the price of the Company common stock over the past few months.

During March 2025, there were multiple diligence meetings and calls between representatives of Thoma Bravo and Messrs. Ossip and Johnson regarding the Company’s business with a view towards providing a basis for Thoma Bravo to raise its prior indicative price.

On March 26, 2025, following these diligence meetings, Messrs. Bravo and Spaht verbally reiterated Thoma Bravo’s interest in acquiring the Company and provided a soft price indication of $68 per share. On March 26, 2025, the closing price of the Company common stock on the NYSE was $59.67.

Following discussions with Messrs. Throop and Hagerty, Mr. Ossip advised Messrs. Bravo and Spaht that a price of $68 per share did not fully value the Company. The following day, Mr. Bravo called Mr. Ossip and asked him to stay in touch.

On April 7, 2025, Mr. Ossip received a call from a senior executive of another private equity firm, which we refer to as “Financial Sponsor A,” expressing interest in exploring a potential acquisition of the Company. On April 8, 2025, the Company entered into a customary confidentiality agreement with Financial Sponsor A, which similarly required the Company’s consent for Financial Sponsor A to engage in discussions with any equity or debt financing sources.

On April 10, 2025, Messrs. Ossip and Johnson held a meeting with representatives of Financial Sponsor A and a potential co-investor of Financial Sponsor A (who joined the confidentiality agreement between the Company and Financial Sponsor A). Messrs. Ossip and Johnson provided representatives of Financial Sponsor A and the potential co-investor with an overview of various aspects of the Company’s business.

On April 11, 2025, Mr. Bravo called Mr. Ossip and requested a diligence meeting with other senior leaders of the Company who had not been involved in prior diligence meetings. Mr. Bravo also told Mr. Ossip that Thoma Bravo was considering sending the Board a letter of intent proposing a $68 price per share and requested a 30-day exclusivity period. Mr. Ossip discussed this information with Messrs. Throop and Hagerty who indicated that the Company should hold a special Board meeting to update the Board regarding the status of discussions with Thoma Bravo as well as Financial Sponsor A and to determine next steps. On April 11, 2025, the closing price of the Company common stock on the NYSE was $56.16.

On April 14, 2025, the Board held a special meeting, with members of the Company’s senior management and a representative of Wachtell Lipton in attendance. Mr. Ossip provided the Board with an update on the discussions with representatives of Thoma Bravo that had occurred since they had reengaged in late February, including the indicative $68 acquisition price proposed by Thoma Bravo and the request for exclusivity, as well as the discussions with Financial Sponsor A. Mr. Ossip also updated the Board on the status of two other inbound inquiries that he had received that he viewed as highly preliminary. The first was an introductory meeting that Mr. Ossip had in early March with representatives of a large private equity firm, which we refer to as “Financial Sponsor B”, which had been arranged by an investment bank that had reached out to Mr. Ossip. Mr. Ossip stated that the meeting was very high level, that no confidential information had been exchanged with Financial Sponsor B and that he had not received any request for a follow-up. Mr. Ossip also informed the Board that he had been approached by investment banks seeking to act as a matchmaker and encouraging him to request an introductory meeting with a specific strategic counterparty, which we refer to as “Strategic Party A.” Mr. Ossip stated that he was skeptical that there would be interest from Strategic Party A given his knowledge, based on prior discussions and interactions with Strategic Party A, about Strategic Party A’s business priorities, but that he would be willing to have a meeting. The representative of Wachtell Lipton provided the members of the Board with an overview of their fiduciary duties and other legal considerations in the context of evaluating the expressions of interest from Thoma Bravo and the potential interest from other parties. The Board discussed Thoma Bravo’s $68 verbal indication of interest, the discussions with Financial Sponsor A and the potential interest from other counterparties. The Board also discussed the Company’s business and performance relative to its long range plan, its views on the Company’s valuation as well as potential strategic alternatives, including the benefits and risks of conducting outreach to potentially interested parties or running a sale process. The Board also discussed management’s views on the universe of potential third party acquirers, which, consistent with discussions at prior Board meetings, management believed was limited. Management discussed that the universe of potential strategic buyers was small due to the market capitalization of the Company, and the strategic priorities and fit with others in the industry, including the limited interest in the payroll and workforce management sector from larger diversified software companies. Management also reviewed the lack of interest that had been demonstrated by potential strategic buyers in prior interactions with the Company, and Mr. Ossip noted that he would provide the Board with updates, if any, on interest from Strategic Party A in having a meeting. Management then discussed the universe of potential financial buyers, their prior discussions and interactions with certain financial buyers, the financial sponsors that had expressed interest in the HCM sector, and the large equity check that would be required from a financial buyer to fund a transaction of this size. Management then discussed the risks and complexities associated with a consortium deal of the type being contemplated by Financial Sponsor A that would likely involve multiple co-investors. During this discussion, a member of the Board asked Messrs. Hagerty and Ganesh Rao, who are each independent directors and managing directors of Thomas H. Lee Partners (who we refer to as “THL”), a private equity firm who previously was an investor in the Company, whether they believed THL would have an interest in participating in a consortium deal involving the Company. Mr. Hagerty stated that he was unaware of any current interest and would alert the Board if that changed. The Board also discussed whether to engage an investment banker at this time. Following discussion, the Board instructed senior management of the Company to communicate to Thoma Bravo that the $68 price was too low and to not enter into an exclusive negotiation agreement with Thoma Bravo at this time. The Board also authorized management to continue discussions with representatives of Thoma Bravo and Financial Sponsor A to determine whether there may be a proposal at a price that would be in the best interests of stockholders to pursue and authorized a limited increase in the members of senior management that it would

make available for diligence. The Board also authorized senior management of the Company to continue its practice of meeting with potentially interested parties who contacted the Company to assess whether there may be something worth exploring that would enhance stockholder value, including Financial Sponsor B and Strategic Party A, but directed the Company to continue focusing on executing the strategic plan and that the Company was not authorized to conduct a process or, except as authorized by the Board, conduct outreach to third parties at this time. The Board also determined not to engage an investment banker at this preliminary stage given the potential risks for leaks but instructed senior management to schedule for its regular scheduled May Board meeting the annual market assessment and financial review for which a leading investment banking firm (the identity of which varies from year to year) provides a presentation to the Board regarding the industry and its view on the Company’s valuation.

Following the Board meeting, Mr. Ossip communicated to representatives of Thoma Bravo that the Company was not willing to enter into an exclusivity agreement and that the Board had concurred that the $68 price was too low but that it was willing to continue discussions and make certain additional members of the senior management team available for diligence.

On April 17, 2025, Messrs. Ossip and Johnson and additional members of the senior management team of the Company met with representatives of Thoma Bravo for the purpose of Thoma Bravo conducting additional diligence.

During late April 2025, there were meetings and an exchange of diligence materials with Financial Sponsor A and a second potential co-investor of Financial Sponsor A (who also joined the confidentiality agreement between the Company and Financial Sponsor A).

On May 1, 2025, members of the Company’s senior management team had a meeting with representatives of Thoma Bravo, including Mr. Spaht, in which Mr. Spaht reiterated Thoma Bravo’s interest in acquiring the Company, provided an overview of Thoma Bravo’s investment thesis and explained why Thoma Bravo would be a good partner for the Company, but did not increase the indicative price that Thoma Bravo was willing to offer.

Also on May 1, 2025, a senior executive of Financial Sponsor A contacted Mr. Ossip and indicated that Financial Sponsor A was potentially interested in acquiring the Company at a price between $61 and $63 per share. Mr. Ossip advised the senior executive of Financial Sponsor A that the Company would be unwilling to proceed with further discussions on that basis. The closing price of the Company common stock on the NYSE on May 1, 2025 was $58.62.

On May 2, 2025, the Board held a regular scheduled meeting with members of the Company’s senior management in attendance for portions of the meeting. Mr. Ossip reported that management had held additional meetings with Thoma Bravo since providing the feedback that $68 was too low but that Thoma Bravo had not increased its price. Mr. Ossip also provided the Board with the status update on the price offered by Financial Sponsor A and the Board concurred that the Company should not proceed with further discussions at that price level. Mr. Ossip also provided updates on the two other parties discussed at the April Board meeting. He reported that there had been no further interest shown since the April Board meeting by Financial Sponsor B in continuing discussions following the introductory meeting with in March. He also reported that with respect to Strategic Party A, he had received feedback since the April Board meeting that Strategic Party A was focused on other business priorities and was not interested in having a meeting with representatives of the Company at this time. Following these updates, representatives of an investment bank, which we refer to as “Investment Bank A,” joined the meeting for purposes of providing the annual update. The representatives of Investment Bank A were not informed of any of the expressions of interest received by the Company and Investment Bank A was not engaged by the Company as a financial advisor. Representatives of Investment Bank A led a presentation on an annual HCM industry update, the Company’s positioning within the industry as well as valuation analysis based on publicly available information, which included the Company’s long range targets, and the M&A environment in the industry. Representatives of Investment Bank A discussed the market underperformance in the HCM industry and observed that the Company had negatively diverged from its HCM peers with respect to market performance. Representatives of Investment Bank A discussed that, in their view, the dislocation in the Company’s valuation had been driven by recent macroeconomic uncertainty, idiosyncratic international exposure versus peers, lower free cash flow versus peers, a high mix of “float” revenue (from the investment of customer funds) and professional services revenue and investor questions on the Company’s ability and timeline to achieve its long-term financial targets. They also discussed that based on their analysis the Company common stock was

fairly priced in the market (which for purposes of their analysis was $57.27, the closing price on April 24), was priced in line or higher than peers depending on the metric, leading to the need for the Company to focus on interim execution to drive confidence in long-term targets and to achieve a higher free cash flow multiple. Investment Bank A also provided its perspectives on merger and acquisition opportunities, including that the Company should consider a potential sale as a means of enhancing value for stockholders. After the representatives of Investment Bank A left the meeting, the Board engaged in further discussion about the presentation and the Company’s positioning in the industry, valuation and stock market performance.

On May 7, 2025, the Company reported first quarter 2025 results. The Company’s first quarter earnings call highlighted strong results with respect to revenue and EBITDA, which were slightly ahead of expectations, strong bookings and pipeline momentum (driven by full-suite and AI adoption), a softer second quarter guidance offset by confidence in second-half acceleration and ongoing margin and profitability improvements. The closing price of the Company common stock on the NYSE on May 7, 2025 was $54.44.

On June 10, 2025, Mr. Bravo called Mr. Ossip to inform him that Thoma Bravo would be sending a non-binding letter of intent (“LOI”). Shortly thereafter, Thoma Bravo delivered an LOI to Mr. Ossip, which was promptly provided to all of the members of the Board. In the LOI, Thoma Bravo proposed to acquire the Company at a price of $70 per share of Company common stock and described this purchase price as firm and representing Thoma Bravo’s best price for the Company. In the LOI, Thoma Bravo also requested a 20 business day period for the Company to negotiate exclusively with Thoma Bravo. The LOI also stated that Thoma Bravo and its debt financing sources would commit to 100% of the purchase price. The closing price of the Company common stock on the NYSE on June 10, 2025 was $59.91.

On June 16, 2025, the Board held a special meeting with members of the Company’s senior management and representatives of Wachtell Lipton in attendance. At this meeting, Mr. Ossip described the terms of the LOI and informed the Board that there had not been any engagement with Thoma Bravo since the last Board meeting prior to receiving the LOI. Mr. Johnson presented a preliminary valuation analysis to the Board, showing that the proposed $70 price represented approximately the present value of the Company achieving its publicly stated goal of $1 billion in free cash flow by 2031 based on certain assumptions that he discussed with the Board, together with a sensitivity analysis. The Board then engaged in a lengthy discussion regarding the Company’s business and the Board’s views on the intrinsic value of the Company, which referenced the presentation from Mr. Johnson and the recent presentation from Investment Bank A. Among other things, the Board discussed the proposed transaction relative to the Company’s long range plan. The Board discussed the Company’s recent financial performance, sales momentum in the business, challenges in growing revenue and improving margin as well as management’s expectations for the remainder of 2025 and under its long range plan. Representatives of Wachtell Lipton made a presentation to the Board regarding its fiduciary duties in connection with the evaluation of the proposed LOI and other legal considerations. Representatives of Wachtell Lipton then reviewed with the Board potential alternative responses to the Thoma Bravo proposal and considerations associated with each alternative. The Board discussed that given the potential for management to have interests that may be different from or in addition to those of stockholders generally, it was important for the independent directors of the Board to have a prominent role in overseeing and leading the transaction process and it designated Messrs. Throop and Haggerty to serve in that role and to work closely with Mr. Ossip. The Board directed Messrs. Throop and Hagerty to reach out to Thoma Bravo to discuss Thoma Bravo’s proposal further, including to assess Thoma Bravo’s willingness to increase its per-share price and to gather more information for the Board to make a decision about how to proceed. 

On June 17, 2025, Messrs. Throop and Hagerty held a call with Messrs. Bravo and Spaht. Messrs. Throop and Hagerty stated that the Company was not for sale, that the Board had confidence in the Company’s business and management team and that there was no Board consensus to move forward with discussions with Thoma Bravo at the proposed $70 price per share. They explored whether Thoma Bravo would be willing to increase its price and, among other things, they asked the Thoma Bravo representatives to describe their plans and financial model for the business and their justification for the proposed acquisition price. Messrs. Bravo and Spaht stated that Thoma Bravo was maximally stretched at a $70 price per share, that they had started at $65, raised to $68 which was rejected and went back to find a way to a higher premium and that $70 reflected the upper end of the valuation that Thoma Bravo was willing to consider for acquiring the Company. Messrs. Bravo and Spaht also discussed their plans for the business as well as certain aspects of their financial model which supported their proposed valuation of the Company. The Thoma Bravo representatives explained their views on why the Board

should consider a transaction at that price, including the underlying free cash flow multiples implied by the LOI price were extremely high and the various risks to Thoma Bravo’s model associated with the business and the downside macroeconomic risks that could compress multiples in the future, including risks relating to interest rates and employment levels. They also discussed at length the potential risks and opportunities that artificial intelligence could have on the Company’s business, including on general employment levels, which created significant uncertainty.

On June 20, 2025, at the request of Messrs. Throop and Hagerty, Messrs. Ossip and Johnson held a follow-up discussion with representatives of Thoma Bravo to further diligence certain financial aspects of Thoma Bravo’s plans for the business.

On June 20, 2025, the Board held a special meeting with members of the Company’s senior management and representatives of Wachtell Lipton in attendance. At this meeting, Messrs. Throop and Hagerty updated the Board on their discussion with Messrs. Bravo and Spaht, including that they had pushed Thoma Bravo on price and their view that it was unlikely that Thoma Bravo would be willing to meaningfully increase its price beyond the $70 offer, if at all. The Board discussed the rationale expressed by Thoma Bravo in support of its proposal and asked questions of the management team regarding how Thoma Bravo’s plans for the business may compare to the Company’s long range plan and engaged in a detailed discussion regarding the Company’s long range plan for 2025 through 2031 and the risks associated with achieving the targets set forth in the plan. The Board also discussed the feedback that they had received from stockholders regarding the Company’s first quarter performance and potential views stockholders may have on the proposed transaction. The Board also engaged in a preliminary discussion regarding other potential strategic alternatives. The Board did not make a decision regarding whether to proceed with the Thoma Bravo proposal and directed the Company’s senior management to provide additional information to the Board that would support the Board’s assessment of the LOI. Specifically, the Board requested presentations comparing the Company’s long range plan to Thoma Bravo’s potential plans for the Company, on the valuation of the Company relative to peers and regarding potential other financial and strategic buyers for the Company.

On June 30, 2025, Messrs. Bravo and Spaht had a call with Messrs. Throop and Hagerty and explained why they believed $70 was an attractive price for the Company’s stockholders, including various headwinds facing the Company and risks of not achieving its long-term financial targets. Mr. Throop pressed the Thoma Bravo representatives on increasing their price and they stated that Thoma Bravo had gone as far as it could on price.

Later that day, the Board held a special meeting with members of the Company’s senior management and representatives of Wachtell Lipton in attendance. Mr. Throop updated the Board on the call earlier that day with Messrs. Bravo and Spaht. The Company’s senior management reviewed with the Board a comparison of the Company’s long range plan with its understanding of Thoma Bravo’s plans for the business with a focus on understanding Thoma Bravo’s ability to increase its price as well as whether there were changes to the Company that would be advantageous for it to adopt if it continued to pursue its stand-alone plan. Management discussed, among other things, that Thoma Bravo’s plans for the business included more aggressive financial targets that involved higher execution risk, especially for a company subject to the scrutiny and reporting cycles of the public markets. The senior management team also discussed with the Board a comparison of the Company to peer companies based on certain valuation metrics, including the Company’s significantly higher trading multiple to peers based on unlevered free cash flows, how this varied with and without the inclusion of share-based compensation expense and the recent challenging market valuation dynamics faced by the Company that had been discussed with Investment Bank A. The Board also continued to discuss the Company’s business and performance on its long range plan, the Company’s markets, the potential for sales growth and margin expansion and associated risks and the potential for further cost cuts in the business.

The overall consensus of the Board was that there was meaningful execution and market risk over the next two to three years and beyond. The Board also discussed that the Company would be announcing second quarter earnings on August 6, 2025, management’s expectations of announcing a strong quarter of performance and plan to reaffirm its long term target of $1 billion in free cash flow by 2031 and the potential market reaction to the quarter. Senior management also presented its views on other potential strategic and financial buyers for the Company, which were consistent with the views that it had presented at the April Board meeting. Mr. Ossip reviewed in detail the meetings, outreach and discussions that he had with potential parties as well as with investment bankers. He first discussed the universe of potential strategic buyers, which he noted was small due to the market capitalization of the Company and potential strategic fit with the Company, including the limited

interest in the payroll and workforce management sector from larger diversified software companies. Mr. Ossip then discussed for the potential strategic buyers, senior management’s prior interactions with those parties and the lack of interest that had been demonstrated by those third parties in exploring a potential business combination with the Company, including the recently expressed lack of interest from Strategic Party A due to other strategic priorities being pursued by that party. Mr. Ossip then discussed his views that the universe of potential financial buyers was also limited based on the small number of financial buyers who had demonstrated interest in the HCM sector and the large equity check that would be required from a financial buyer to fund a transaction of this size and the fact that many financial sponsors would need to form a consortium deal with multiple financial buyers and the complexities and increased execution risk associated with consummating such consortium transactions. He expressed the view, including based on the recent discussions with Financial Sponsor A, Financial Sponsor B and prior discussions with other potential financial buyers and his knowledge of investors in the sector, that he did not believe there was another financial sponsor who was likely to be interested, willing and able to pay a price higher than Thoma Bravo. The Board, whose members included directors with significant private equity and merger and acquisitions experience and knowledge of the HCM sector, engaged in a lengthy discussion regarding the benefits and risks of reaching out to other parties at this time, including whether another party would be willing and able to execute on a transaction at a higher price, the risks and complexities associated with a consortium transaction, the risks of leaks which could be damaging to the business, and the risk of distraction to the business from pursuing a broader process as well as the risk of Thoma Bravo not being willing to participate in a process given its focus on exclusivity. The Board also discussed the potential benefits of allowing Thoma Bravo to continue to conduct diligence with a view toward continuing to try to negotiate for a higher price and determining whether the Thoma Bravo proposal was actionable as well as the potential benefits and risks of delaying a final determination until after the Company’s second quarter earnings release in August. A consensus emerged among the Board that there was likely no other financial or strategic sponsor who would be willing and able to acquire the Company at a higher price than Thoma Bravo and that, in light of the value represented by the Thoma Bravo proposal compared to risks associated with the Company’s long range plan and the Company’s market performance, that the Company proceed in further negotiations and diligence with Thoma Bravo. The Board directed Messrs. Throop and Hagerty to inform Thoma Bravo that the Company would be willing to move forward with diligence, but was not yet in agreement with the $70 per share price and that the Company therefore proposed moving forward without execution of the LOI (including the exclusivity agreement).

On July 2, 2025, Messrs. Throop and Hagerty communicated the Board’s position to Messrs. Bravo and Spaht. In response, Messrs. Bravo and Spaht maintained that the Company agree to execute the LOI including the exclusivity agreement before Thoma Bravo would proceed with diligence and provided an overview of Thoma Bravo’s diligence priorities following execution of the LOI, which they described as confirmatory in nature.

On July 7, 2025, the Board held a special meeting with members of the Company’s senior management and representatives of Wachtell Lipton in attendance. Messrs. Throop and Hagerty updated the Board on their discussion with Messrs. Bravo and Spaht. Representatives from Wachtell Lipton discussed with the Board their fiduciary duties and legal considerations relating to the evaluation of the potential LOI and exclusivity agreement and also provided an overview of the transaction process if the Board determined to proceed including diligence, debt financing, negotiation of the merger agreement and financing commitments and the risk that at any point in the process Thoma Bravo may determine not to move forward or may revise the terms of its proposal. The Board discussed various considerations relating to the LOI including its views on the valuation of the Company, the risk of Thoma Bravo walking away if it insisted on a price increase as a pre-condition to executing the LOI and prior to Thoma Bravo conducting additional diligence and its views on the likelihood of Thoma Bravo raising its price at this stage or later in the process. The Board discussed the importance, if it proceeded in further discussions, of making clear to Thoma Bravo that it had not agreed to the $70 price to leave open the possibility of negotiating for a higher price once it was clear whether a deal was actionable and Thoma Bravo had completed its diligence. The Board also discussed the potential benefits and risks associated with waiting to make a final determination on whether to approve a transaction until after the Company’s second quarter earnings release in August. The Board then discussed that Thoma Bravo had insisted on execution of the exclusivity agreement to move forward, the exclusivity agreement was of limited duration, based on the prior discussions regarding strategic alternatives the Board did not have plans to conduct affirmative outreach to other third parties at this time and the exclusivity agreement did not commit the Company to moving forward with a

transaction. After discussion, the Board determined to proceed with execution of the LOI including the exclusivity agreement, subject to certain modifications to make clear that the Board had not agreed to the $70 price, which would be clearly messaged to Thoma Bravo. The Board determined that Mr. Throop should communicate the Board’s determination to Thoma Bravo.

Later that day, Mr. Throop communicated with Messrs. Bravo and Spaht that the Company was willing to execute the LOI and proceed with transaction discussions but that the Board was not in agreement with the $70 price and required certain revisions to the LOI to make clear that the $70 price was subject to further approval by the Board. On July 8, 2025, Mr. Spaht advised Mr. Throop that the revisions were acceptable to Thoma Bravo, but reiterated that Thoma Bravo was maxed out at $70. Mr. Throop encouraged Thoma Bravo to do the additional diligence and look for additional value. Later that day, the Company and Thoma Bravo executed a revised LOI, which included a requirement for the Company to negotiate and work exclusively with Thoma Bravo regarding a potential acquisition of the Company for a period of 20 business days, expiring August 5, 2025.

On July 10, 2025, the Company provided Thoma Bravo and its representatives, including Thoma Bravo’s legal advisor, Kirkland & Ellis LLP (which we refer to as “Kirkland”), with access to a virtual data room, containing documents responsive to Thoma Bravo’s due diligence request list. The virtual data room was iteratively updated with additional due diligence information throughout the ensuing transaction negotiations.

On July 11, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of Wachtell Lipton in attendance. The Board discussed a request from Thoma Bravo to increase the 20-business day exclusivity period contained in the executed LOI by 10 days (i.e., to August 15, 2025) to permit Thoma Bravo to finish its financial and operational due diligence and provide consent under the NDA for Thoma Bravo to engage in discussions with potential debt financing sources. Following discussion, the Board determined that it was premature to extend exclusivity or provide consent for Thoma Bravo to conduct outreach to debt financing sources at this juncture. At the meeting, Messrs. Hagerty and Rao informed the Board that following the last Board meeting they had learned that THL may have an interest in evaluating the potential for participating as a minority investor in a Thoma Bravo transaction. As a result Messrs. Hagerty and Rao said that they would be recusing themselves from further involvement with the Board’s process involving the proposed transaction with Thoma Bravo to avoid the appearance of any potential conflict. The Board accepted their recusal and, after they departed the meeting, engaged in a discussion with Wachtell Lipton regarding this development. Among other things, they discussed that the Company’s consent was required prior to Thoma Bravo engaging in any discussions with equity or debt financing sources or co-investors, that none had been provided, and that the only equity financing source currently contemplated by Thoma Bravo was the Abu Dhabi Investment Authority (who we refer to as “ADIA”). The Board determined that it should review with the assistance of counsel under the oversight of Mr. Throop whether THL’s potential interest could have implications on the transaction process. The Board also authorized Mr. Brent Bickett to work with Mr. Throop to oversee the transaction process on behalf of the Board.

Following the July 11, 2025 Board meeting, Messrs. Hagerty and Rao did not participate in any further Board meetings or discussions that are referenced in this “Background to the Merger” and all references to the Board mean the Board other than the two recused directors.

During the remainder of July 2025 members of the Company’s management team held multiple due diligence sessions with representatives of Thoma Bravo, certain of which were also attended by representatives of the Company’s and Thoma Bravo’s respective advisors. Among other things, these due diligence meetings covered the Company’s financial model, operations, sales, products, technology and legal matters.

On July 12, 2025, the Company consented under the NDA to Thoma Bravo’s request to engage in discussions with ADIA as a potential equity financing source for the transaction (for clarity, investment funds affiliated with Thoma Bravo delivered at signing an equity commitment letter that provides support for all equity funding required in connection with the acquisition (notwithstanding ADIA’s involvement as an equity financing source), without any need for the Company to pursue equity funding from ADIA) and counsel to the Company and Thoma Bravo agreed on a formal protocol for reviewing requests for consents with respect to any future debt or equity financing sources. On July 13, 2025, Thoma Bravo reiterated its request through this formal protocol that the Company grant consent under the NDA to engage in discussions with certain debt financing sources.

On July 17, 2025, representatives of Kirkland sent a draft of the merger agreement to representatives of Wachtell Lipton. Later that day, Mr. Throop updated the Board that he had engaged Potter Anderson & Corroon LLP (which we refer to as “Potter Anderson”) as Delaware counsel to work together with Wachtell Lipton to advise the Board on certain legal and fiduciary matters.

On July 20, 2025, representatives of Kirkland sent a draft of the equity commitment letter, followed by a draft of the limited guarantee on July 22, 2025, to representatives of Wachtell Lipton.

During this time Mr. Throop had regular calls with representatives of Thoma Bravo regarding the transaction process and Mr. Throop and Mr. Bickett engaged in frequent discussions with Wachtell Lipton and the management team as part of the Board’s oversight of the process. Thoma Bravo continued to reiterate its request to engage in discussions with debt financing sources and also requested access to additional members of the management team for diligence.

On July 31, 2025, the Board held a regular scheduled meeting. Representatives of Wachtell Lipton and Potter Anderson advised the Board of the relevant facts that they had gathered in connection with their review of THL’s potential interest in the transaction and provided the Board with advice regarding the Board’s fiduciary duties and legal considerations relating to the transaction process. Following discussion, the Board determined that, to avoid any potential conflict of interest, the Board would not provide its consent under the NDA to any request from Thoma Bravo to have discussions with THL to act as an equity financing source (for clarity, the Company never received any such request from Thoma Bravo and THL is not acting as an equity investor in the transaction). Senior management then joined the meeting and Messrs. Throop and Ossip provided an update on diligence and discussions with Thoma Bravo since the last meeting and the Board discussed the current status of discussions with Thoma Bravo including its request for an exclusivity extension and access to debt financing sources. The Board also discussed a recommendation from Mr. Throop that it was the appropriate time to engage an independent financial advisor to assist the Board in its evaluation of the potential Thoma Bravo transaction, potential candidates, including Investment Bank A and Evercore, and his recommendation that the Board engage Evercore. Following discussion, the Board authorized Mr. Throop to engage Evercore as financial advisor to the Board. The Board also instructed Messrs. Throop and Bickett to continue to try to position the Company for a price increase and gave them the authority to agree to a short extension to the exclusivity period if appropriate. The Board also discussed the Company’s upcoming second quarter earnings release on August 6.

Later in the day on July 31, 2025, Mr. Throop contacted Evercore who began working as financial advisor.

Over the weekend of August 2 and 3, 2025, Mr. Spaht reached out to Messrs. Throop and Ossip and reiterated Thoma Bravo’s request that the Company agree to extend the exclusivity period to August 15, 2025, that the Company provide its consent for Thoma Bravo to engage in discussions with certain potential debt financing sources and that the Company provide access to additional members of the Company’s senior management team for diligence.

On the evening of August 4, 2025, Mr. Throop reached out to the members of the Board to confirm their support for communicating to Thoma Bravo that the Company would only consent to Thoma Bravo’s request for an extension of the exclusivity period and access to debt financing sources and additional members of the management team if Thoma Bravo provided a written indication that it intended to revisit and improve its proposed price together with written confirmation regarding sources and uses, diligence workplan and timeline to signing.

While Mr. Throop was in the process of reaching out to members of the Board, representatives of Thoma Bravo contacted Messrs. Ossip, Throop and representatives of Evercore reiterating the requests described above. Following a discussion with Mr. Throop, representatives of Evercore explained to Mr. Spaht that the Company was discussing the requests with the Board, which would likely request a price increase along with written confirmation of Thoma Bravo’s funding sources and uses, diligence workplan and timeline. Mr. Spaht resisted the price request but said he would provide the other requested information, which Thoma Bravo provided later that evening.

On August 5, 2025, after receiving confirmation from the Board, at the request of Messrs. Throop and Bickett, representatives of Evercore delivered the message to Mr. Spaht that Thoma Bravo would need to provide a written indication that it intended to revisit and improve the proposed price prior to being granted an

exclusivity extension, access to debt financing sources and access to additional members of management. Mr. Spaht declined to commit to revisit and improve the price and threatened to terminate discussions if the Company was not willing to grant Thoma Bravo’s requests.

Later that day at the direction of Messrs. Throop and Bickett, representatives of Evercore communicated to Mr. Spaht that, in light of Thoma Bravo’s inability to commit to work toward improving the price, the Company was unable to extend the exclusivity period and grant access to additional members of the Company’s leadership team but was willing to provide its consent to Thoma Bravo engaging in discussions with two identified debt financing sources and would continue to facilitate diligence. Mr. Spaht agreed that Thoma Bravo would continue discussions on that basis.

On August 5, 2025, the exclusivity period with Thoma Bravo expired.

On August 6, 2025, the Company released its second quarter earnings. The Company’s second quarter earnings call emphasized record bookings momentum and strengthened platform adoption, alongside a free cash flow margin guidance increase from a recent change in tax law, but noted that recurring revenue growth had slowed, creating investor caution around the steep second-half acceleration required to hit full-year targets despite strong enterprise traction and AI-driven deal adoption. The closing price of the Company common stock on the NYSE on August 6, 2025 was $53.40.

On the evening of August 7, 2025, Mr. Spaht called representatives of Evercore. Mr. Spaht said that the Company had a great quarter but the stock had not reacted well. He stated that the negative market reaction gave Thoma Bravo concerns about the exit multiple on its investment. He said that in advance of the Company’s Board meeting the next day, Thoma Bravo wanted to make clear that $70 is its best price, that they had not received final investment committee approval for the transaction and were focused on preserving the $70 price versus increasing it. He stated that Thoma Bravo felt comfortable on the status of the debt financing, repeated the request for access to additional members of the management team and stated that they were prepared to move quickly to announce a transaction.

On August 8, 2025, the Board held a meeting, with members of the Company’s senior management and representatives of Wachtell Lipton and Evercore in attendance. Mr. Throop provided an update to the Board on the status of discussions with Thoma Bravo, including Thoma Bravo’s rejection of the Company’s attempts to secure a price increase to the $70 offer. The Board discussed with the Company’s senior management and representatives of Evercore reaction from the market, investors and analysts to the Company’s second quarter earnings release which had been disappointing. Representatives of Wachtell Lipton reviewed with the Board its fiduciary duties and legal considerations in the context of the proposed transaction with Thoma Bravo, reviewed the transaction process to date and discussed their perspectives on potential next steps and relevant considerations. Representatives of Wachtell Lipton also discussed that, if the Board decided to move forward, there was significant work that remained prior to bringing a finalized transaction at $70 per share of Company common stock to the Board for approval, including Thoma Bravo’s debt financing process, the lack of final investment committee approvals from Thoma Bravo or ADIA, additional diligence that had been requested by Thoma Bravo, the negotiation of transaction agreements, and the associated risks to reaching an agreement, including execution risk, market risk, financing risk and leak risk. Representatives of Evercore then made a presentation to the Board. Evercore presented their preliminary valuation analysis and discussed their perspective on the Company’s intrinsic value, Thoma Bravo’s ability to pay, potential strategic alternatives and potential next steps with Thoma Bravo. Among other things, Evercore noted that the $70 price was on the high end of the range of implied equity values per share based on their preliminary valuation analysis. In connection with their discussions of potential strategic alternatives, the Evercore representatives provided the Board with an analysis of potential third party acquirers (which it viewed as limited in number), many of whom representatives of the management team had previously met (or attempted to meet) with, and their view that it was unlikely a third party buyer would be willing and able to execute a transaction at a price higher than the $70 proposal. They also discussed that any transaction with a third party would require a significant period of time, which would expose the Company to market risk, leak risk and risk of Thoma Bravo walking away. The Board extensively discussed its views on the Company’s business, the Evercore valuation analysis and their views on the Company’s valuation and market performance, and discussed the value represented by Thoma Bravo’s $70 proposal and how that favorably compared to the Company’s valuation based on the Evercore financial analysis. The Board discussed its belief that it had fully tested the $70 price with Thoma Bravo and that it was highly unlikely that Thoma Bravo would increase its proposed purchase price and that further attempts to seek an improved price

from Thoma Bravo risked Thoma Bravo abandoning negotiations. The Board determined that the $70 per share price offered by Thoma Bravo was more favorable to the Company’s stockholders than the risk-adjusted value of remaining an independent public company. The Board also discussed the presentation on strategic alternatives by the representatives of Evercore and reaffirmed its view from prior board meetings that it was unlikely that there was a financial or strategic buyer who would be willing and able to acquire the Company at a higher price than Thoma Bravo and that there were significant risks to the Company associated with engaging in a sale process or conducting broader outreach at this time. The Board also considered whether to attempt to negotiate for a post-signing go shop provision and determined not to based, among other things, on the general ineffectiveness of such provisions, the Board’s views that it had appropriately evaluated strategic alternatives and determined that it was unlikely a financial or strategic buyer would be willing and able to consummate a transaction at a higher price than Thoma Bravo’s $70 proposal and its belief that Thoma Bravo would reject such a request. The Board discussed market and other risks in delaying entering into a transaction with Thoma Bravo and also discussed execution risks associated with the Thoma Bravo transaction, including the risk that Thoma Bravo could potentially seek to lower its price, which the Board said it would not entertain. Following these discussions, the Board authorized the Company to continue negotiations with Thoma Bravo on the basis of a price of $70 per share, with a view toward entering into definitive agreements promptly, subject to the final approval of the Board.

Later on August 8, 2025, Mr. Throop called Mr. Spaht and advised Mr. Spaht that, after considerable discussion, the Board was prepared to move forward expeditiously towards entering into definitive agreements on the basis of a price of $70 per share.

On August 12, 2025, representatives of Wachtell Lipton sent a revised draft of the merger agreement to representatives of Kirkland and subsequently sent revised drafts of the equity commitment letter and limited guarantee.

On August 13, 2025, representatives of Thoma Bravo communicated to representatives of the Company that the ADIA investment committee had approved the transaction at its investment committee meeting but that there had been extensive critical discussion and concerns raised relating to the exit multiple.

On August 14, 2025, Mr. Throop advised the Board on the status of ongoing diligence, Thoma Bravo’s financing discussions and progress on definitive documentation and indicated to the Board that the parties were working towards executing definitive documentation the following week and that the transaction remained subject to approval by the Thoma Bravo investment committee.

On August 15, 2025, representatives of Kirkland sent a revised draft of the merger agreement to representatives of Wachtell Lipton and counsel continued to exchange drafts of the equity commitment letter, limited guarantee and debt commitment letters.

Also on August 15, 2025, Mr. Spaht requested from Mr. Ossip an additional detailed diligence session to be scheduled on August 18, 2025 regarding the Company’s business plan, and raised questions regarding revenue growth, margin expansion and concerns regarding the exit multiple. Mr. Spaht said that Thoma Bravo’s investment committee meeting would take place following this diligence session.

On August 16, 2025, the Company entered into an engagement letter to formally engage Evercore as its financial advisor.

On August 17, 2025, Bloomberg published an article stating that Thoma Bravo was in talks to acquire the Company. The closing price of the Company common stock on the NYSE on August 15, 2025, the last day prior to the Bloomberg article, was $52.88.

On August 18, 2025, members of the Company’s senior management team held the requested business diligence session with representatives of Thoma Bravo. Representatives of Kirkland and Wachtell Lipton continued to negotiate the transaction agreements.

Several hours after the diligence call, Mr. Spaht called Mr. Ossip and advised Mr. Ossip that the Thoma Bravo investment committee had reviewed the transaction and due to the concerns that had been raised regarding the exit multiple and risks regarding revenue growth and margin expansion, was reducing the proposed price from $70 per share to $67.50 per share. Mr. Ossip advised Mr. Spaht that the Board had made clear that the Company would not enter into any transaction with Thoma Bravo at a price below $70 per share. Mr. Ossip

also informed Mr. Spaht that given the run-up in the stock price as a result of the Bloomberg article the Company would need to put out a press release in the morning that it was no longer in discussions with Thoma Bravo. Following this discussion, Mr. Ossip called Mr. Throop who confirmed his agreement with the message delivered by Mr. Ossip and that the Company would only be willing to proceed at $70 and if Thoma Bravo committed to an expedited timeline for announcing a transaction. Subsequently, Mr. Bravo called Mr. Ossip to further discuss the proposed price change and Mr. Ossip stated that the Board had been clear that it would not entertain a price cut. Mr. Bravo indicated that he would discuss further with his team. Late that evening, Mr. Spaht again called Mr. Ossip and advised Mr. Ossip that Thoma Bravo was willing to proceed with the $70 per share price and would work to be in a position to announce a transaction after market on August 19, 2025 or prior to market open on August 20, 2025.

On August 19, 2025, representatives from Kirkland and Wachtell Lipton continued to negotiate and finalize the transaction agreements and the Company scheduled a Board meeting for later that afternoon. Shortly before the Company’s Board meeting, Mr. Spaht advised Mr. Ossip that prior to entering into a definitive agreement Thoma Bravo needed to conduct a final set of confirmatory diligence meetings which would delay signing by a day.

Late in the afternoon on August 19, 2025, the Board held a meeting, with members of the Company’s senior management and representatives of Wachtell Lipton and Evercore in attendance. The transaction documents were in substantially final form prior to this meeting of the Board. Mr. Ossip provided the Board with an update on the recent discussions with Thoma Bravo, including the price negotiations the prior evening and advised the Board about the recent request from Thoma Bravo to conduct a final set of confirmatory diligence meetings which Thoma Bravo had advised would delay the signing timeline by a day. Mr. Ossip also apprised the Board that the Company had not received any acquisition proposals or inbound indications of interest following the Bloomberg article. Representatives of Wachtell Lipton reviewed with the Board its fiduciary duties, discussed their views on the transaction process led by the Board, and summarized and discussed the terms of the merger agreement and other transaction documents, including the draft debt and equity financing commitments. Representatives of Evercore reviewed with the Board Evercore’s financial and valuation analysis regarding the $70 merger consideration proposed by Thoma Bravo and advised the Board that Evercore was ready to opine, at the request of the Board, that the proposed $70 merger consideration was fair from a financial point of view to the stockholders of the Company. After discussion and consideration of a variety of factors, including those discussed under “—Reasons for the Merger,” and the factors discussed at the Board’s August 8 meeting, the Board determined that it was prepared to move forward with approval of the Thoma Bravo transaction. The Board, with guidance from Wachtell Lipton, then engaged in a discussion relating to the proposed signing timeline, the rumors in the marketplace as a result of the Bloomberg article, and outreach from the stock exchanges on which the Company is listed. The Board determined that the Company should issue a press release prior to market open on August 20, 2025 that provided information to the market about the status of discussions and that the Company should encourage Thoma Bravo to move expeditiously to be in a position to sign and announce the transaction at that time. After further discussion, the Board unanimously resolved to proceed with the proposal from Thoma Bravo and (1) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement, including the merger, (2) determined that it is in the best interests of the Company and its stockholders for the Company to enter into the merger agreement and declared the merger agreement advisable, (3) directed that the Company submit the adoption of the merger agreement to a vote of the holders of Company common stock and the special voting share in accordance with the terms of the merger agreement and (4) resolved to recommend that such holders adopt the merger agreement (including recommending to holders of Exchangeable Shares to direct the holder of the Special Voting Share to cast the votes corresponding to their Exchangeable Shares in favor of adopting the merger agreement). The Board discussed that Mr. Throop would keep the Board updated and that if signing was delayed Mr. Throop would confirm with the members of the Board prior to the Company entering into definitive agreements.

Following the Board meeting, representatives of Thoma Bravo indicated that they would not be prepared to announce the transaction prior to market open on August 20, 2025 due to the need for the additional diligence meetings and they acknowledged the Company’s plans to issue a press release regarding the status of discussions.

Prior to the open of trading on August 20, 2025, the Company issued a press release that it was engaged in advanced discussions with Thoma Bravo regarding a potential acquisition of the Company by Thoma Bravo for $70 per share.

On August 20, 2025, representatives of Thoma Bravo completed their final diligence meetings and Mr. Spaht confirmed to Messrs. Throop and Ossip that Thoma Bravo was prepared to finalize and execute transaction documents and announce the transaction.

At the request of Mr. Throop, on behalf of the Board, representatives of Evercore delivered a written opinion to the Board, dated as of August 20, 2025, which is attached to this proxy statement as Annex B, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration to be received by the holders of Company common stock in the merger was fair, from a financial point of view, to such holders (other than the Excluded Shares). Mr. Throop received confirmation from the members of the Board to proceed with the transaction with Thoma Bravo on the basis of the resolutions adopted on August 19.

Representatives of Wachtell Lipton and Company management finalized the merger agreement and the other transaction documents with representatives of Kirkland and Thoma Bravo management by late evening on August 20, 2025, following which the parties executed the merger agreement and the other transaction documents.

On August 21, 2025, prior to the start of trading, the Company issued a press release announcing the execution of the merger agreement and the proposed terms of the acquisition by Thoma Bravo.

At the special meeting of the Board on August 19, 2025, after consideration, including of the material factors described in the section below entitled “The Merger—Reasons for the Merger,” and detailed discussions with the Company’s management and its legal and financial advisors, at such meeting and prior meetings of the Board, the Board:

As described above in the section of this proxy statement entitled “The Merger—Background of the Merger,” after careful consideration, the Board, at a special meeting held on August 19, 2025, (1) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement; (2) determined that it is in the best interests of the Company and its stockholders for the Company to enter into the merger agreement and declare the merger agreement advisable; (3) directed that the Company submit the adoption of the merger agreement to a vote of the Holders in accordance with the terms of the merger agreement; and (4) resolved to recommend that the Holders adopt the merger agreement (including recommending to holders of Exchangeable Shares to direct the holder of the special voting share to cast the votes corresponding to their Exchangeable Shares to be voted in favor of adopting the merger agreement). Accordingly, the Board recommends that the Holders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

In reaching its determination to authorize and approve the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement, the Board consulted with and received the advice of its legal and financial advisors, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the merger, the merger agreement and the transactions contemplated thereby, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the merger agreement and the merger, including the following material factors (which factors are not necessarily presented in order of relative importance):

In addition, the Board was aware of and considered the fact that the Company’s directors and executive officers may have financial interests in the merger that may be different from, or in addition to, those of the Company common stockholders and holders of Exchangeable Shares generally, as described more fully below in the section of this proxy statement entitled “—Interests of the Company’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board reached the conclusion to (1) authorize and approve the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement; (2) determine that it is in the best interests of the Company and its stockholders for the Company to enter into the merger agreement and declare the merger agreement advisable; (3) direct that the Company submit the adoption of the merger agreement to a vote of the Holders in accordance with the terms of the merger agreement; and (4) resolve to recommend that the Holders adopt the merger agreement (including recommending to holders of Exchangeable Shares to direct the holder of the special voting share to cast the votes corresponding to their Exchangeable Shares to be voted in favor of adopting the merger agreement) in light of the factors described above and other factors that the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Other than annual and quarterly guidance and certain long-term financial targets, the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates. However, the Company has included in this proxy statement a summary of certain financial forecasts of the Company, certain of which were furnished to the Board, Evercore (the Company’s financial advisor) and Thoma Bravo in connection with the discussions concerning the proposed merger.

The Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”).

No assurances can be made regarding future events and the estimates and assumptions underlying the Financial Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies,

including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates and the risks and uncertainties described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the merger, will be beyond the control of Thoma Bravo, Parent and the surviving corporation. Company stockholders and holders of Exchangeable Shares are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the assumptions underlying the Financial Forecasts will prove to be accurate or that the projected results will be realized. Actual results may differ materially from those reflected in the Financial Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Financial Forecasts should not be regarded as an indication that the Company, the Board, Evercore, Thoma Bravo or any other person considered, or now consider, these forecasts to be a reliable predictor of future results. The Financial Forecasts are not fact, and neither they nor any underlying assumptions should be relied on as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information. The Financial Forecasts assumed that the Company would continue to operate as a standalone company and do not reflect any impacts of the merger.

Certain of the financial measures included in the Financial Forecasts are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by Thoma Bravo or any of its affiliates.

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

The Financial Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. KPMG LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Financial Forecasts and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Financial Forecasts and should not be read to do so.

The non-GAAP financial measures included in the Financial Forecasts were approved by the Board for use by Evercore and were used and relied on by Evercore in connection with rendering its opinion and performing its financial analysis in connection therewith and by the Board for its consideration of the merger. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Financial Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Financial Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Reconciliations of these non-GAAP financial measures were not provided to or relied on by the Board or Evercore in connection with their respective evaluations of the merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Financial Forecasts to the relevant GAAP financial measures.

By including in this proxy statement the Financial Forecasts below, neither the Company nor Thoma Bravo nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied on as such, and the Financial Forecasts may differ in important respects from other guidance provided by the Company and which the Company’s management prepared based on a different set of assumptions. The inclusion of the Financial

Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Financial Forecasts reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any subsequent changes. NONE OF THE COMPANY, PARENT, MERGER SUB OR THOMA BRAVO OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR.

The Company’s management prepared nonpublic, unaudited prospective financial information for fiscal years 2026 through 2035 (which we refer to as the “Financial Forecasts”). The Financial Forecasts from 2026 through 2031 were prepared in connection with management’s long range plan for the Company, and reviewed by the Board, in the ordinary course of business as part of its strategic planning. The Financial Forecasts from 2032 through 2035 were extrapolated by management based on the assumptions described below in footnote (1) for use, and reliance on, by Evercore in connection with presenting its financial analyses to the Board on August 19, 2025 and performing its financial analysis in connection therewith, followed with the rendering and delivery to the Board of its opinion dated as of August 20, 2025, as summarized in the section of this proxy statement entitled “—Opinion of the Company’s Financial Advisor.”

The Financial Forecasts were relied on by the Board in reaching its determination on August 20, 2025 to authorize and approve the execution, delivery and performance by the Company of the merger agreement, to declare the merger agreement advisable and to resolve to recommend that the holders of Company common stock and holders of Exchangeable Shares (voting through the Trustee) adopt the merger agreement and were approved by the Company for use and reliance by Evercore in connection with presenting its financial analyses to the Board on August 19, 2025 and performing its financial analysis in connection therewith, followed with the rendering and delivery to the Board of its opinion dated as of August 20, 2025, as summarized in the section of this proxy statement entitled “—Opinion of the Company’s Financial Advisor.” Certain of the Financial Forecasts were also made available to Thoma Bravo.

The following table sets forth a summary of the Financial Forecasts. The summary of the Financial Forecasts is not included in this proxy statement to induce any Company stockholder or holders of Exchangeable Shares (voting through the Trustee) to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting or to influence any Company stockholder or holder of Exchangeable Shares to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to their shares of Company common stock.

The Company retained Evercore to act as its financial advisor in connection with the potential sale of a majority or more of the outstanding common stock or the consolidated assets of the Company. As part of this engagement, the Company requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of Company common stock (other than Excluded Shares). At a meeting of the Board held on August 19, 2025, Evercore presented its financial analyses to the Board in connection with the merger, and discussed the financial considerations relating thereto and advised the Board that Evercore was ready to opine, at the request of the Board, that the proposed $70.00 merger consideration was fair from a financial point of view to the stockholders of the Company. Subsequently, on August 20, 2025, Evercore delivered to the Board its written opinion, dated as of the same date, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration to be received by the holders of Company common stock in the merger was fair, from a financial point of view, to such holders (other than the Excluded Shares).

The full text of the written opinion of Evercore, dated as of August 20, 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. The Company 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 proposed merger. The opinion does not constitute a recommendation to the Board or to any other persons in respect of the merger, including as to how any holder of shares of Company common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the merger.

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 have further relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed with the consent of the Board that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company and the other matters covered thereby. Evercore expressed no view as to the Forecasts 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 merger agreement would not differ from the draft merger agreement reviewed by Evercore, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger 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 merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the merger or reduce the contemplated benefits to the holders of the Company common stock of the merger. In addition, Evercore relied, without independent verification, on the assessments of the management of the Company as to (i) validity of, and risks associated with, the Company’s intellectual property, technology, products and services, and (ii) the marketability, commercial viability and market adoption of the Company’s current and future products and services.

Evercore did not conduct a physical inspection of the properties or facilities of the Company 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 the Company, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is 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 may 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 the holders of the Company common stock, from a financial point of view, of the merger consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company, 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 the Company, or any class of such persons, whether relative to the merger consideration 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 merger agreement or the merger, including, without limitation, the structure or form of the merger, or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger agreement. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to engage in the merger. In arriving at Evercore’s opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Company common stock or any business combination or other extraordinary transaction involving the Company. Evercore’s opinion did not constitute a recommendation to the Board or to any other persons in respect of the merger, including as to how any holder of shares of the Company common stock should vote or act in respect of the merger. Evercore did not express any opinion as to the prices at which shares of Company common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or the merger or as to the impact of the merger on the solvency or viability of the Company or the ability of the Company 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 the Company 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 19, 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 15, 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 the Company. 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 alone 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 Company 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 share based compensation, less changes in net working capital and capital expenditures, that the Company was forecasted to generate during the Company’s fiscal years 2026 through 2035 based on the Forecasts. Evercore calculated terminal values for the Company by applying perpetuity growth rates of 4% to 6%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on the Forecasts. The cash flows and terminal values in each case were then discounted to present value as of December 31, 2025 using discount rates ranging from 11.5% to 13.0%, which were based on an estimate of the Company’s weighted average cost of capital, and the mid-year cash flow discounting convention.

Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2025, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of $46.01 to $73.17, compared to the merger consideration of $70.00 per share of Company common stock.

Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in the Software as a Service (SaaS) human capital management industry (the “selected companies”):

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents (“Enterprise Value”)) as a multiple of (i) estimated calendar year 2026 earnings before interest, taxes, depreciation and amortization before stock-based compensation expense (“Adjusted EBITDA”), and (ii) estimated calendar year 2026 revenue, which we refer to as “Enterprise Value/CY2026E Adjusted EBITDA” and “Enterprise Value/CY2026E Revenue,” respectively, based on closing share prices as of August 15, 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/CY2026E Adjusted EBITDA multiple reference range of 12.4x to 16.5x to the Company’s estimated Adjusted EBITDA in fiscal year 2026 based on the Forecasts and an Enterprise Value/CY2026E Revenue multiple reference range of 4.3x to 6.0x to the Company’s estimated Revenue in fiscal year 2026 based on the Forecasts. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of August 15, 2025, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of $53.00 to $75.00, compared to the merger consideration of $70.00 per share of Company common stock.

Although none of the selected companies is directly comparable to the Company, Evercore selected these companies because they are publicly traded companies in the human capital management software industry that Evercore, in its professional judgment and experience, considered generally relevant to the Company 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 financial information related to the following selected transactions involving target companies in the in the human capital management software industry and other software companies with similar revenue growth profiles announced since February 2019 (the “selected transactions”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

*The acquisition of Paycor HCM, Inc. by Paychex, Inc. is included in both the “Human Capital Management Software Companies” and “Large-Cap Software Companies with Similar Growth Profiles” categories above, as Evercore considered its multiples in calculating the reference ranges for both categories of selected transactions.

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, 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 we refer to as “LTM Adjusted EBITDA”, and a multiple of last twelve-month revenue, which we refer to as “LTM Revenue”. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

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 18.0x to 22.0x and applied this range of multiples to the Company’s LTM Adjusted EBITDA as of August 15, 2025, based on the financial results for the Company provided by the Company’s management, and selected a reference range of enterprise value to LTM Revenue multiples of 6.0x to 7.0x and applied this range of multiples to the Company’s LTM Revenue as of August 15, 2025, based on the financial results for the Company provided by the Company’s management. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of August 15, 2025, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of $57.00 to $74.00, compared to the merger consideration of $70.00 per share of Company common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the Company and none of the selected transactions is directly comparable to the merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to the Company 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.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore reviewed historical trading prices of shares of Company common stock during the twelve month period ended August 15, 2025, noting that the low and high closing prices during such period ranged from $48.01 to $82.69 per share of Company common stock, respectively, compared to the merger consideration of $70.00 per share of Company common stock.

Evercore reviewed selected public market trading price targets for the shares of Company common stock prepared and published by equity research analysts that were publicly available as of August 15, 2025, the last full trading day prior to the delivery by Evercore of its opinion to the Board. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Company common stock at the time the price target was published. As of August 15, 2025, the range of selected equity research analyst price targets per share of Company common stock was $47.00 to $95.00, with a mean of $66.87 and a median of $67.00, compared to the merger consideration of $70.00 per share of Company common stock. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Company common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of the Company and future general industry and market conditions.

Using publicly available information, Evercore reviewed selected transactions involving U.S. public targets with an aggregate transaction value greater than $5 billion announced since August 2015. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the one-day, 30-day and 60-day volume weighted average price (referred to as the “VWAP”) per share of the target companies prior to announcement of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 25.0% to 35.0% to the closing price per share of Company common stock of $52.88 as of August 15, 2025. This analysis indicated a range of implied equity values per share of Company common stock of $66.00 to $71.00, compared to the merger consideration of $70.00 per share of Company common stock.

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 merger 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 Company 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 merger consideration to the holders of shares of Company common stock

other than the Excluded Shares. 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 proposed merger. 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 the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the merger for the holders of Company common stock.

Pursuant to the terms of Evercore’s engagement letter with the Company, the Company has agreed to pay Evercore a fee for its services in the amount of $40 million, of which $10 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the merger. The Company 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 not been engaged to provide financial advisory or other services to the Company and Evercore has not received any compensation from the Company during such period. During the two year period prior to the date of its opinion, Evercore and its affiliates have provided investment banking and capital markets services to Thoma Bravo, and received fees for the rendering of these services in an amount less than $6 million. Evercore may provide financial advisory or other services to the Company and Thoma Bravo in the future, and in connection with any such services Evercore may receive compensation.

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 the Company or its affiliates, Parent, potential parties to the merger and their respective affiliates or persons that are competitors, customers or suppliers of the Company.

The Company 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.

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time (other than excluded shares and appraisal shares) will be canceled and converted into the right to receive $70.00 in cash, without interest and less any applicable withholding taxes. Company stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal

Rights.” Following the merger, all of the Company common stock will be beneficially owned by Parent, and none of the current Company stockholders will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent.

Under the terms of the merger agreement, prior to the effective time of the merger, the Company is required to cause Dayforce Canada Ltd. to acquire pursuant to the applicable articles of Ceridian AcquisitionCo ULC each outstanding Exchangeable Share (other than those owned by the Company or its subsidiaries) in exchange for one share of Company common stock, all in accordance with the terms and conditions of certain agreements governing the Exchangeable Shares and the articles of Ceridian AcquisitionCo ULC (the “Mandatory Exchange”). For the avoidance of doubt, holders of the Exchangeable Shares will retain the ability prior to the consummation of the Mandatory Exchange to exchange Exchangeable Shares for shares of Company common stock in accordance with the articles of Ceridian AcquisitionCo ULC. As described above, each share of Company common stock issued and outstanding immediately prior to the effective time will be canceled and converted automatically into, and will thereafter represent only, the right to receive $70.00 in cash, without interest. Please see the section of this proxy statement entitled “The Merger Agreement—Consideration To Be Received in the Merger.”

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the section below entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” and the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards.”

Shares of Company common stock are currently registered under the Exchange Act and listed on NYSE and TSX under the trading symbol “DAY.” Following the consummation of the merger, shares of Company common stock will no longer be traded on NYSE, TSX or any other public market. In addition, the registration of Company common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock. The Company will also cease to be a reporting issuer in each applicable jurisdiction in Canada.

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NYSE and TSX, the Company common stock will continue to be registered under the Exchange Act, the Company will remain a reporting issuer in certain jurisdictions in Canada, and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock. Additionally, it is also expected that in such situation, the Exchangeable Shares will remain outstanding.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

Under certain circumstances, if the merger is not consummated, the Company may be obligated to pay to Parent a $351 million termination fee and, under certain other specified circumstances, Parent will be required to pay the Company the Parent termination fee of $702 million. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fees.”

We presently anticipate that the total funds needed to complete the merger and the related transactions will be approximately $12.3 billion, which will be funded via equity and debt financing described below. The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. Parent

and Merger Sub have represented to the Company that, subject to satisfaction of certain conditions in the merger agreement, they will have available to them sufficient funds to satisfy all of their obligations under the merger agreement on the closing date and under the commitment letters. This includes funds needed to (1) pay the Company’s stockholders the amounts due under the merger agreement for their Company common stock, (2) make payments in respect of all outstanding Company equity awards payable at the closing of the merger pursuant to the merger agreement, (3) repay the existing indebtedness required (or elected) to be repaid in accordance with the merger agreement, including to effect the Company’s offer to repurchase the Convertible Note pursuant to the Convertible Note Indenture, and (4) pay fees and expenses related to the merger and related transactions.

Parent and Merger Sub have obtained committed financing consisting of (1) equity to be provided by the Thoma Bravo Funds pursuant to the terms of the equity commitment letter and (2) debt financing to be provided pursuant to the debt commitment letter by the Lenders. In connection with the merger agreement, Parent and Merger Sub have delivered to the Company copies of the commitment letters. Notwithstanding anything in the merger agreement to the contrary, in no event will the receipt or availability of any funds or financing (including the financing contemplated by the commitment letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the merger agreement.

Pursuant to the equity commitment letter, the Thoma Bravo Funds have committed to contribute or cause to be contributed to Parent at the closing of the merger certain equity financing for the purpose of funding the Required Amounts. The obligations of the Thoma Bravo Funds to provide the equity financing under the equity commitment letter is subject to a number of conditions, including, but not limited to (1) the execution and delivery of the merger agreement, (2) satisfaction or written waiver by the Company, Parent and Merger Sub, as applicable, of each of the conditions to the obligations of the Company, Parent and Merger Sub to consummate the merger set forth in Sections 6.01 and 6.02 of the merger agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of these conditions at such time), (3) the substantially concurrent consummation of the merger in accordance with the terms of the merger agreement (assuming the funding of the commitment) and (4) the prior or substantially concurrent receipt of the debt financing contemplated by the debt commitment letter or, if applicable, a new financing commitment letter (“new debt commitment letter”) with respect to alternative debt financing or written confirmation from the relevant lenders that the debt financing, or if applicable, the alternate debt financing, will be funded at the closing if the equity financing under the equity commitment letter is consummated at the closing of the merger. We refer to the equity financing described in the preceding sentence as the “equity financing.”

The obligation of the Thoma Bravo Funds to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of (1) the consummation of the closing of the merger and the payment in full of the aggregate merger consideration payable in accordance with the merger agreement and the payment at the closing of or full provision for payment at the closing of all of the other transaction payments, (2) the valid termination of the merger agreement in accordance with its terms and (3) the Company, its subsidiaries or any of their respective officers or directors, or any of their respective representatives acting on their behalf and at their direction asserting in writing any action against Parent, Merger Sub, the Thoma Bravo Funds or any of their respective affiliates, advisors or representatives in connection with the transactions contemplated by the merger agreement, other than certain permitted actions.

The Company is an express third-party beneficiary of the equity commitment letter solely with respect to (i) specifically enforcing the obligations of each Thoma Bravo Fund to fund its respective commitment under the equity commitment letter as and when due, (ii) the Company’s express consent rights with respect to an assignment of the Thoma Bravo Funds’ obligations, and (iii) the Company’s express consent right with respect to an amendment of the equity commitment letter.

The debt commitment letter provides that the Lenders will provide, upon the terms and subject to the conditions set forth in the debt commitment letter, debt financing (the “debt financing”).

The debt financing consists of: (1) a senior secured revolving credit facility (the “Revolving Credit Facility”) and (2) a senior secured term loan facility (together with the Revolving Credit Facility, the

“Credit Facility”). The Credit Facility will be used (1) to effect the merger and related transactions on the closing date, (2) to repay the existing indebtedness required (or elected) to be repaid in accordance with the merger agreement, including to effect the repurchase the Convertible Note pursuant to the Convertible Note Indenture, (3) to pay fees and expenses related to the merger and related transactions and (4) for working capital, capital expenditures and other general corporate purposes.

The obligations of the Lenders to provide the debt financing under the debt commitment letter are subject to a number of customary conditions, including, but not limited to (as applicable):

Pursuant to the limited guarantee, the Thoma Bravo Funds have agreed to guarantee the due, punctual and complete payment and performance of (1) the aggregate amount of the Parent termination fee solely if and when any of the Parent termination fee is payable pursuant to the merger agreement, (2) any enforcement expenses due by Parent pursuant to legal proceedings as a result of certain defaults under the merger agreement, (3) the reimbursement obligations of Parent pursuant to the indemnification obligations to the Company and its representatives in connection with debt financing and the reimbursement obligations of Parent with respect to expenses incurred by the Company in connection with cash repatriation under the terms of the merger agreement and (4) any and all damages, losses, costs and expenses resulting from Parent or Merger Sub’s material and intentional breach of the merger agreement or fraud, subject to certain limitations. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the Thoma Bravo Funds under the limited guarantee are subject to an aggregate cap equal to $712 million.

Subject to specified exceptions, the limited guarantee will terminate upon the earliest of:

Notwithstanding the foregoing, in the event of a termination of the limited guarantee pursuant to the above described provisions where Parent owes the Company parties for reimbursement of expenses in connection with debt financing or cash repatriation pursuant to the merger agreement (and without otherwise affecting any termination of other obligations under the limited guarantee), the guarantors’ obligations solely with respect to such guaranteed reimbursements will survive until such guaranteed reimbursements are paid in full or determined to no longer be owing.

The obligations under the limited guarantee will also terminate in the event that the Company, its subsidiaries or any of their respective directors or officers, or their respective representatives, acting on their behalf and at their direction, institute certain non-permitted suits, actions or other proceedings or make certain non-permitted claims.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement.

They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. As used in this section entitled “Appraisal Rights,” the word “stockholder” means a holder of record of shares of Company common stock, the words “beneficial owner” mean a person who is the beneficial

owner of shares of Company common stock held either in voting trust or by a nominee on behalf of such person and the word “person” means any individual corporation, partnership, unincorporated association or other entity. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

A holder of record or a beneficial owner of shares of Company common stock who (1) continuously holds such shares through the effective time, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights, (3) strictly complies with the procedures under Section 262, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy each of the following conditions: you must deliver to the Company a written demand for appraisal of your shares of Company common stock before the taking of the vote on the merger, which demand must reasonably inform us of the identity of the holder of record of shares of Company common stock who intends to demand appraisal of his, her or its shares of Company common stock and, for beneficial owners only, such demand must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List; you must not vote or submit a proxy in favor of the proposal to adopt the merger agreement; you must hold your shares of Company common stock continuously through the effective time; and you must comply with the other applicable requirements of Section 262.

A Company stockholder or beneficial owner who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner. If you hold your shares of Company common

stock through a bank, broker or other nominee and you wish such holder, as the holder of record of your shares of Company common stock, to exercise appraisal rights on your behalf, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Within ten days after the effective time, the surviving corporation must give written notice that the merger has become effective to each of (1) each Company stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the proposal to adopt the merger agreement and (2) any beneficial owner who has demanded appraisal under Section 262. At any time within 60 days after the effective time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration specified by the merger agreement for that person’s shares of Company common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal.

Within 120 days after the effective time, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder or beneficial owner of shares of Company common stock, demanding a determination of the fair value of the shares of Company common stock held by all persons that have demanded appraisal. There is no present intent on the part of the Company or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, persons who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within 120 days after the effective time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

In addition, within 120 days after the effective time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement must be given within ten days after the written request therefor has been received by the surviving corporation or within ten days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within 20 days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company common stock and with whom the surviving corporation has not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange, the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company common stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (2) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the person.

When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although the Company believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, the surviving corporation does not anticipate offering more than the merger consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant shares of Company common stock is less than the merger consideration.

In determining “fair value,” the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation.

In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value

of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

From and after the effective time, no person who has duly demanded appraisal in compliance with Section 262 will be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders at a date prior to the effective time.

No appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j) of the DGCL; provided, however, that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time. If no petition for appraisal is filed with the Delaware Court within one hundred twenty (120) days after the effective time, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

In considering the recommendation of the Board to vote in favor of the approval of the merger agreement, Company common stockholders and holders of Exchangeable Shares should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Company common stockholders and holders of Exchangeable Shares generally. The Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement (including the merger), and in making its recommendation that Company common stockholders and holders of Exchangeable Shares vote to approve the merger agreement proposal and the advisory compensation proposal. Such interests are described below. The merger will be a “change in control” for purposes of the Company executive compensation and benefit plans and agreements described below.

The Company’s executive officers who are named executive officers for purposes of the discussion below are David Ossip (Chair and Chief Executive Officer), Jeremy Johnson (Executive Vice President, Chief Financial Officer), Samer Alkharrat (Executive Vice President, Chief Revenue Officer), Christopher Armstrong (Executive Vice President, Chief Customer Officer), Stephen Holdridge (President and Chief Operating Officer) and Joseph Korngiebel (Executive Vice President, Chief Strategy, Product, and Technology Officer). The Company’s executive officers who are not named executive officers for purposes of the discussion below are William McDonald (Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary) and Jeffrey Jacobs (Head of Accounting and Financial Reporting).

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are rounded to the nearest whole number and are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect or attempt to forecast certain compensation actions that may occur before completion of the merger, including any additional equity award grants, issuances, exercises of Company Options or forfeitures that may occur prior to the effective time of the merger following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by the executive officers and directors of the Company may materially differ from the amounts set forth below.

At the effective time, outstanding Company equity awards will be treated as follows, subject to all required withholding taxes:

Pursuant to the Company’s 2018 Equity Incentive Plan (the “Equity Incentive Plan”) and the award agreements thereunder, upon an executive officer’s termination of employment without Cause (as defined in the Equity Incentive Plan) within 12 months following a change in control, all outstanding and unvested Company equity awards then held by such executive officer would fully vest upon such termination of employment. These “double trigger” vesting provisions applicable to Company equity awards held by executive officers will continue to apply after such awards are converted to the Replacement Awards at the effective time.

For an estimate of the amounts that would be realized by each of the Company’s named executive officers on the Assumed Closing Date in respect of their Company equity awards that are outstanding on such date, see the section entitled “Quantification of Potential Payments and Benefits to Company’s Named Executive Officers in Connection with the Merger” below. The estimated aggregate value of the unvested Company equity awards held by the executive officers who are not named executive officers is $9,390,360, and the estimated aggregate value of the unvested Director RSUs held by all non-employee directors of the Company that are outstanding on the Assumed Closing Date is $2,172,870.

The Company and its affiliates have entered into employment agreements with each of its executive officers other than Mr. Jacobs. These employment agreements provide the following severance payments and benefits upon a

termination of employment without cause or for good reason (other than for Mr. Korngiebel, who does not have good reason rights), subject to the executive officer’s execution and non-revocation of a release of claims:

The specific severance payments and benefits to which each executive officer is entitled are set forth in the following table:

See the section entitled “Quantification of Potential Payments and Benefits to Company’s Named Executive Officers in Connection with the Merger” below for the estimated amounts that each of the Company’s named executive officers would receive under their employment agreements upon a qualifying termination of employment following a change in control. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the severance benefits that Mr. McDonald would receive under his employment agreement upon a qualifying termination of employment following a change in control is $902,448.

Mr. Jacobs is not party to an employment agreement or offer letter that provides change-in-control or termination protection. Instead, he is covered under the Dayforce US, Inc. Severance Pay Plan (the “U.S. Severance Plan”), the Company’s broad-based severance plan for U.S. employees. Pursuant to the U.S. Severance Plan, upon a termination of Mr. Jacobs’ employment without Cause or for Good Reason (each as defined in the U.S. Severance Plan) within 12 months following a change of control, and subject to his execution and non-revocation of a separation agreement and release of claims, Mr. Jacobs is entitled to: (i) a lump-sum cash severance payment equal to (x) 69 weeks of base salary plus (y) an amount equal to Mr. Jacobs’ annual target bonus (calculated on a weekly basis) multiplied by 69 weeks; (ii) continued payment of COBRA premiums for 16 months (or, if earlier, until Mr. Jacobs is eligible for coverage under the group health insurance plan of a new employer); and (iii) outplacement services for up to six months. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the severance benefits that Mr. Jacobs would receive under the U.S. Severance Plan upon a qualifying termination of employment following a change in control is $631,615.

As of the date of this proxy statement, none of the Company’s executive officers has discussed or entered into any agreement with Parent or its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates. Prior to or following the effective time, such executive officers may discuss or enter into agreements with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or more or more of its affiliates.

Pursuant to the terms of the merger agreement, the Company’s non-employee directors and executive officers will be entitled to continued indemnification and insurance coverage under the organizational documents of the Company and its subsidiaries and indemnification agreements the Company and any of its subsidiaries has entered into with each of its directors and executive officers. Such indemnification and insurance coverage is further described in the section entitled “The Merger—Indemnification and Insurance”.

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that is based on, or otherwise relates to, the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of the Company’s Directors and Executive Officers in the Merger” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above under “—Certain Assumptions” and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger. The amounts shown below are in United States dollars.

The following discussion is a general summary of U.S. federal income tax considerations relevant to U.S. holders and non-U.S. holders (each as defined below) with respect to the disposition of Company common stock pursuant to the merger. This summary is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger and is not a substitute for tax advice. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations promulgated thereunder, judicial opinions, and administrative rulings and published positions of the

Internal Revenue Service (the “IRS”), each as in effect on the date hereof and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes or varying interpretations could affect the accuracy of the statements and conclusions set forth herein. The IRS may not agree with the tax consequences described in this discussion.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Company common stock that is (or is treated as), for U.S. federal income tax purposes:

A “non-U.S. holder” is a beneficial owner of Company common stock that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

This discussion applies only to holders of Company common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address or consider any tax consequences arising under any alternative minimum tax, the Medicare tax on net investment income, the Foreign Account Tax Compliance Act (including the U.S. Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), or any federal laws other than those pertaining to the U.S. federal income tax. Further, no information is provided with respect to any tax consequences under U.S. state, local, or non-U.S. laws.

This discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder of Company common stock in light of such holder’s particular circumstances or that may be relevant to Company stockholders subject to special rules, such as, for example: