Material Event (Form 8-K)

Item 8.01.

Other Events.

Introductory Note

As previously disclosed, on August 11, 2025, MeridianLink, Inc., a Delaware corporation (the "Company" or "MeridianLink"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with ML Holdco, LLC, a Delaware limited liability company ("Parent") and ML Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which 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.

Certain Litigation

In connection with the Merger, on September 15, a purported Company stockholder filed a complaint against the Company and the members of the Company's Board of Directors in the United States District Court for the Central District of California, captioned Plath v. MeridianLink, Inc., et al., No. 8:25-cv-02079. On September 30, 2025, two purported Company stockholders filed complaints against the Company and the members of the Company's Board of Directors in the Supreme Court of the State of New York, New York County, captioned Weiss v. MeridianLink, Inc., et al., No. 655820/2025 and Jones v. MeridianLink, Inc., et al., No. 655845/2025. Also on September 30, 2025, another purported Company stockholder filed a complaint against the Company, the members of the Company's Board of Directors, Centerbridge Partners, L.P., ML Holdco, and Merger Sub in the Supreme Court of the State of New York, Westchester County, captioned Zaccagrino v. Jaber, et al.No. 71996/2025 (the aforementioned complaints collectively, the "Complaints").

The PlathComplaint asserts claims under Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, and claims against the individual defendants under Section 20(a) of the Exchange Act. The Weiss, Jones, and ZaccagrinoComplaints assert claims for negligent misrepresentation and concealment in violation of New York State common law. The Zaccagrinocomplaint also asserts claims for violations of the California Corporations Code. The Complaints generally assert that the defendants misrepresented and/or omitted material information from the Definitive Proxy Statement, and seek, among other things, an injunction enjoining the stockholder vote or closing of the stockholder vote, an order requiring the disclosure of additional information regarding the Merger, rescission of the Merger if consummated, costs of the action, including attorneys' fees and experts' fees and expenses, and/or damages and expenses in an unspecified amount.

Additionally, in connection with the Merger, the Company has received demand letters from purported Company stockholders seeking additional disclosures in the Definitive Proxy Statement (the "Demands").

The Company cannot predict the outcome of any litigation, the Complaints or the Demands. The Company and the individual defendants intend to vigorously defend against the Complaints, the Demands, and any subsequently filed complaints or similar actions. It is possible additional demand letters may be received or that other lawsuits may be filed arising from the Merger between the date of this filing and the consummation of the Merger. Absent new or significantly different allegations, the Company will not necessarily disclose such additional filings or demand letters.

The Company believes that the allegations in the Complaints and Demands are without merit and supplemental disclosures are not required or necessary under applicable laws. Nevertheless, in order to moot the disclosure claims and avoid nuisance and possible expense and business delays, the Company has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit of the Complaints or Demands described above or of the necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Complaints and Demands that any additional disclosure was or is required or is material.

The following supplemental disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety as supplemented. The inclusion in this supplement to the Definitive Proxy Statement of certain information should not be regarded as an indication that any of the Company or its directors, affiliates, officers, or other representatives, or any other recipient of this information, considered, or now considers, it to be material, and such information should not be relied upon as such. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. For clarity, new text within restated paragraphs from the Definitive Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Definitive Proxy Statement is highlighted with strikethrough text.

The disclosure under the heading "The Merger-Background of the Merger" is hereby amended and supplemented by adding the following text in a new paragraph following the eighth full paragraph on page 36:

On May 9, 2025, Mr. Vlok notified the Company of his decision to resign from his role as chief executive officer, effective as of October 1, 2025, with the terms of Mr. Vlok's resignation set forth in a May 9, 2025 Transition Agreement, as further described in the section titled "The Merger-Interests of the Directors and Executive Officers of MeridianLink in the Merger".

The disclosure under the heading "The Merger-Opinion of Centerview Partners LLC-Selected Precedent Transactions Analysis" is hereby amended and supplemented as follows by adding the following text to the chart on page 47:

The disclosure under the heading "The Merger-Opinion of Centerview Partners LLC-Selected Precedent Transactions Analysis" is hereby amended and supplemented by adding the following text to the third full paragraph on page 48:

Centerview applied this reference range of TV/LTM Adj. EBITDA Multiples to MeridianLink's LTM Adj. EBITDA of $133 million, as of August 8, 2025 and as set forth in the Internal Data, and (i) added to it MeridianLink's cash and cash equivalents of $91.6 million as of July 31, 2025 less $3.1 million of repurchases of Company Common Stock by MeridianLink from August 1, 2025 through August 7, 2025 per Company management and (ii) subtracted from it MeridianLink's debt of $470 million as of July 31, 2025, in each case, as set forth in the Internal Data, and divided by the number of fully diluted outstanding shares of Company Common Stock of approximately 82.2 million(calculated using the treasury stock method and taking into account outstanding options and unvested restricted stock units) as of August 7, 2025, as set forth in the Internal Data, resulting in an implied per share equity value range for Company Common Stock of approximately $16.50 to $21.25, rounded to the nearest $0.25. Centerview then compared this range to the Merger Consideration of $20.00 in cash, without interest, proposed to be paid to the Company Stockholders (other than holders of Excluded Shares) pursuant to the Merger Agreement.

The disclosure under the heading "The Merger-Opinion of Centerview Partners LLC-Selected Public Companies Analysis" is hereby amended and supplemented by adding the following text to the chart on page 48:

The disclosure under the heading "The Merger-Opinion of Centerview Partners LLC- Selected Public Companies Analysis" is hereby amended and supplemented by adding the following text to the second full paragraph on page 49:

Centerview applied this range of EV/2026E Adj. EBITDA Trading Multiples to MeridianLink's estimated calendar year 2026 Adj. EBITDA of $144 million, as set forth in the Forecasts, and (i) added to it MeridianLink's cash and cash equivalents of $91.6 million as of July 31, 2025 less $3.1 million of repurchases of Company Common Stock by MeridianLink from August 1, 2025 through August 7, 2025 per Company management and (ii) subtracted from it MeridianLink's debt of $470 million as of July 31, 2025, in each case, as set forth in the Internal Data, and divided by the number of fully diluted outstanding Shares of approximately 82.2 million(calculated using the treasury stock method and taking into account outstanding options and unvested restricted stock units) as of August 7, 2025, as set forth in the Internal Data, resulting in an implied per share equity value range for the Company Common Stock of approximately $13.00 to $21.75, rounded to the nearest $0.25. Centerview then compared this range to the Merger Consideration of $20.00 per Share in cash, without interest, proposed to be paid to the Company Stockholders (other than holders of Excluded Shares) pursuant to the Merger Agreement.

The disclosure under the heading "The Merger-Opinion of Centerview Partners LLC- Discounted Cash Flow Analysis" is hereby amended and supplemented by adding the following text to the fourth and fifth full paragraphs on page 49:

In performing this analysis, Centerview calculated a range of equity values for Company Common Stock by (a) discounting to present value as of June 30, 2025, using discount rates ranging from 11.0% to 13.0% (based on Centerview's analysis of MeridianLink's weighted average cost of capital determined using the capital asset pricing model and based on considerations that Centerview deemed relevant in its professional judgment and experience, taking into account certain metrics including target capital structure, levered and unlevered betas for comparable group companies, tax rates, market risk and size premia) and using a mid-year convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of MeridianLink over the period beginning on July 1, 2025 and ending on December 31, 2030, utilized by Centerview based on the Forecasts, and (ii) a range of implied terminal values of MeridianLink calculated by Centerview by applying a range of terminal multiples to MeridianLink's projected Adj. EBITDA for the next twelve months as of December 31, 2030, ranging from 10.5x to 15.5x, and (b)(i) adding to the foregoing results MeridianLink's cash and cash equivalents of $91.6 million as of July 31, 2025 less $3.1 million of repurchases of Company Common Stock by MeridianLink from August 1, 2025 through August 7, 2025 per Company management and (ii) subtracting from the foregoing MeridianLink's debt of $470 million as of July 31, 2025, in each case, as set forth in the Internal Data.

Centerview divided the result of the foregoing calculations by the number of fully diluted outstanding Shares ranging from approximately 81.9 million to 82.3 million(calculated using the treasury stock method and taking into account outstanding options and unvested restricted stock units) as of August 7, 2025, as set forth in the Internal Data, resulting in a range of implied equity values per Share of $13.25 to $22.50, rounded to the nearest $0.25. Centerview then compared the results of the above analysis to the Merger Consideration of $20.00 in cash, without interest, proposed to be paid to the Company Stockholders (other than holders of Excluded Shares) pursuant to the Merger Agreement.

The disclosure under the heading "The Merger-Opinion of Centerview Partners LLC- Other Factors-Precedent Premia Paid Analysis" on page 50 is hereby amended and supplemented by adding the following text:

Centerview performed an analysis of premia paid in certain 218transactions involving publicly traded companies occurring within the past ten years, each with a transaction value between $1 billion and $5 billion, for which premium data was available and which Centerview deemed relevant in its professional judgement. The premia in this analysis were calculated by comparing the per share acquisition price in each transaction to the closing price of the target company's common stock for the date one day prior to the date on which the trading price of the target's common stock was perceived to be affected by a potential transaction. Based on the analysis above and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview applied a premium range of 15.0% to 48.0% (representing the 25th and 75th percentile of the observed premia) to MeridianLink's closing share price on August 8, 2025 (the last trading day before the public announcement of the Transactions) of $15.88, which resulted in an implied price range of approximately $18.25 to $23.50 per share of Company Common Stock, rounded to the nearest $0.25.