Preliminary Proxy Statement - M&A (Form PREM14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

PREMIER, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION-

DATED OCTOBER 8, 2025

Premier, Inc.

[    ], 2025

To our Stockholders:

You are cordially invited to attend a special meeting of stockholders of Premier, Inc., a Delaware corporation (the "Company," "Premier," "we," "us" and "our"), on [    ] at [    ], 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 virtualshareholdermeeting.com/PINC2025SM. 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 September 21, 2025, the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the "merger agreement") with Premium Parent, LLC, a Delaware limited liability company ("Parent"), and Premium 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 $28.25 in cash, without interest, per share of Class A common stock, par value $0.01 per share, of the Company ("Company Class A 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 indirect subsidiaries of funds managed and advised by Patient Square Capital, LP ("Patient Square Capital").

If the merger is consummated, you will be entitled to receive $28.25 in cash, without interest, in exchange for each share of Company Class A 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 unanimously (1) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders; (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) 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 and any other transaction contemplated thereby; (4) directed that the Company submit the adoption of the merger agreement to a vote of the Company's stockholders; and (5) resolved to recommend that the Company's stockholders adopt 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 of the voting power of the issued and outstanding shares of the Company Class A common stock 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 Class A common stock, we want to make sure your shares of Company Class A common stock are represented at the meeting. Please promptly follow the voting instructions provided on the enclosed proxy card or voting instruction form, as applicable, to submit your vote.

After reading the accompanying proxy statement, if you are a holder of Company Class A common stock, please authorize a proxy to vote your shares of Company Class A 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 or voting instruction form, as applicable). You may also vote your shares of Company Class A common stock by attending and voting at the virtual special meeting. Instructions regarding the methods of authorizing your proxy for shares of Company Class A common stock are detailed in the section of the accompanying proxy statement entitled "The Special Meeting-Voting Procedures." If you virtually attend the special meeting and vote your shares of Company Class A common stock at the meeting, your vote will revoke any proxy that you have previously submitted. If you hold Company Class A 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 Class A 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 have any questions or need assistance voting, please contact our proxy solicitation agent:

[   ]

[   ]

Shareholders may call toll free: [   ]

Banks and Brokers may call collect: [   ]

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

[   ], 2025

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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 [   ], 2025 and, together with the enclosed form of proxy card, is first being mailed to the Company's stockholders on or about [   ], 2025.

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Premier, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY

VIA WEBCAST ON [   ]

Notice is hereby given that a special meeting of stockholders of Premier, Inc., a Delaware corporation (the "Company," "Premier," "we," "us" and "our"), to be held on [   ] at [   ] a.m. Eastern Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format (the "special meeting"). The Company's stockholders will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/PINC2025SM. 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:

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By Order of the Board of Directors

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND

THE MERGER

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.

You are receiving this proxy statement in connection with the solicitation of proxies by the Board in favor of the merger agreement proposal and the other matters to be voted on at the special meeting described below under "-What proposals will be considered at the special meeting?"

Holders of Company Class A common stock will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/PINC2025SM. 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 Class A common stock if you are a Company stockholder as of the record date. We encourage you to access the special meeting before the start time of [    ], Eastern Time. Please allow ample time to log into the audio webcast and test your computer systems.

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Company Stockholders

If on [    ], you were a "record" holder of Company Class A common stock (that is, if you held Company Class A common stock in your own name in the stock register maintained by our transfer agent, EQ Shareowner Services ("EQ"), you are entitled to attend and vote at the special meeting or by proxy. Whether or not you intend to attend the special meeting, we encourage you to authorize a proxy to vote now, online, by phone or by mailing a proxy card to ensure that your vote is counted.

If on [    ], you were the beneficial owner of Company Class A common stock held in "street name" (that is, if you held Company Class A common stock through your bank, broker or other nominee), then these materials are being forwarded to you by that organization. You may direct your bank, broker or other nominee how to vote your Company Class A common stock by following the voting instructions on the enclosed form provided by your bank, broker or other nominee. If you hold any Company Class A common stock through your bank, broker or other nominee and wish to attend the special meeting, you may attend the special meeting but may not be able to vote unless you first obtain a legal proxy issued in your name from such broker, bank or other nominee. Once you have received a legal proxy issued in your name from your bank, broker or other nominee, please email a scan or image of it to the Inspector of Elections for the special meeting, [    ] ("[    ]"), at [    ] with "Legal Proxy" noted in the subject line.

For additional information on how to vote at the special meeting, please see the section of this proxy statement entitled "The Special Meeting-Voting Procedures."

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."

In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of the Company's directors and executive officers may have interests that may be different from, or in addition to, the interests of the Company stockholders generally. Please see the section of this proxy statement entitled "The Merger-Interests of the Company's Directors and Executive Officers in the Merger."

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If you fail to authorize a proxy to vote your shares of Company Class A common stock or to vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that your shares of Company Class A common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting.

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 of the voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, 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 Class A 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 stockholder of record entitled to vote at the special meeting. 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, the special meeting may be postponed or adjourned to solicit additional proxies.

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 a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of 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. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

With respect to shares of Company Class A 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. Under New York Stock Exchange rules, regardless of the exchange on which a company's shares are listed, banks, brokers and other nominees have discretionary voting power for matters that are considered "routine" but not for matters considered "non-routine." Absent instructions from you, the record holder may not vote on any non-routine matter, including a director election, a matter relating to executive compensation or any stockholder proposal. In that case, without your voting instructions, a broker non-vote will occur. Accordingly, a bank, broker or other nominee will not have discretionary authority to vote shares of the Company Class A common stock because the rules applicable to banks, brokers and other nominees only provide such organization 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 Class A common stock at the special meeting without receiving instructions. A broker non-vote would not be considered a vote for or against any of the proposals set forth in this proxy

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statement and therefore will not have any effect on the outcome of those matters. You should consult your bank, broker or other nominee holder if you have questions about this.

These interests are described in more detail, and certain of them are quantified, in the section of this proxy statement entitled "The Merger-Interests of the Company's Directors and Executive Officers in the Merger."

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See "The Merger Agreement-Treatment of Company Equity Awards."

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If your shares of Company Class A common stock are held in a stock brokerage account by a bank, broker or other nominee, you are considered the beneficial owner of shares held in "street name," and these proxy materials are being forwarded to you by your bank, broker or other nominee that is considered the Company stockholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares via the internet or by phone if the bank, broker or other nominee offers these options to you or by completing, dating, signing and returning a voting instruction form by mail. Your bank, broker or other nominee will send you instructions on how to submit your voting instructions for your shares of Company Class A common stock, including a 16-digit control number, in order for you to be able to participate in, and vote at, the special meeting. To vote at the 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. Please see "The Special Meeting-Voting Procedures" for information on how to vote for each of the proposals.

For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled "The Special Meeting-Voting Procedures."

Whether or not you plan to attend the special meeting, we urge you to vote now to ensure your vote is counted. You may still attend the special meeting and vote during the live webcast if you have already voted by proxy.

The approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on the proposal. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares or vote at the special meeting, or fail to instruct your bank, broker or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore, assuming a quorum is present, will have no effect on the outcome of the advisory compensation proposal or the adjournment proposal.

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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 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). To vote at the 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. Please see "The Special Meeting-Voting Procedures" for information on how to vote for each of the proposals.

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If the merger is consummated, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. Parent and the Company have agreed to cooperate with each other to cause the Company Class A common stock to be delisted from the Nasdaq, and deregistered under the Exchange Act, as promptly as practicable following the effective time, and, accordingly, immediately upon the consummation of the merger, the Company Class A common stock will no longer be publicly traded.

Under certain circumstances, the Company will be required to pay Parent a termination fee equal to $66,215,100 and, under certain other circumstances, Parent will be required to pay the Company a termination fee equal to $168,550,000. For more information, please see the section of this proxy statement entitled "The Merger Agreement-Termination Fees."

Banks, brokers or other nominees with account holders who are Company stockholders may be "householding" proxy materials. A single proxy statement will be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected Company stockholders. If you have received notice from your bank, broker or other nominee that they will be "householding" communications to your address, such "householding" will continue until you are notified otherwise or until you revoke your consent.

If you are a beneficial stockholder and you choose not to have our proxy materials sent to a single household address as described above, you must "opt-out" by writing to: Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by calling 1-866-540-7095, and we will cease householding all such disclosure documents within 30 days. If we do not receive instructions to remove your account(s) from this service, your account(s) will continue to be householded until we notify you otherwise. If you are a beneficial stockholder and other stockholders with whom you share an address currently receive multiple copies of the proxy materials, or if you hold our common stock in more than one account and, in either case, you wish to receive only a single copy of the proxy materials, please contact Broadridge Financial Solutions at the address or phone number above. If you own shares of

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our common stock in nominee name (such as through a broker), information regarding householding of disclosure documents should have been forwarded to you by your broker.

[    ]

[    ]

Shareholders may call toll free: [    ]

Banks and Brokers may call collect: [    ]

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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 (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, but are not limited to, those discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the "Annual Report"), Current Reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the Merger, and the following: (1) the inability to consummate the merger within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals, satisfy the other conditions to the consummation of the merger (including the failure to obtain necessary regulatory approvals or the approval of the Company's stockholders) or complete contemplated financing arrangements, (2) the risk that any announcements relating to the merger could have adverse effects on the market price of the Company Class A Common Stock, (3) disruption from the merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Company's customers, vendors and others with whom it does business, (4) 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 merger, (5) risks related to disruption of the Company's current plans and operations or the diversion of management's attention from the Company's ongoing business operations due to the merger, (6) significant transaction costs and (7) the risk of litigation and/or regulatory actions related to the merger or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future. The foregoing list of important factors is not exhaustive. Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Furthermore, the Company cannot guarantee future results, events, levels of activity, performance, or achievements. Forward-looking statements in this communication may include, without limitation: statements about the potential benefits of the merger, anticipated growth rates, the company's plans, objectives, expectations, and the anticipated timing of closing the merger.

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 Annual Report, 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. These filings, when available, are available on the investor relations section of the Company website at https://investors.premierinc.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.

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THE PARTIES

Premier, Inc.

Premier, Inc. is a leading technology-driven healthcare improvement company. Premier unites providers, suppliers, payers and policymakers to make healthcare better with national scale, smarter with actionable intelligence and faster with novel technologies. Premier offers integrated data and analytics, collaboratives, supply chain solutions, consulting and other services in service of our mission to improve the health of communities.

We were incorporated in Delaware on May 14, 2013 . Our principal executive offices are located at 13520 Ballantyne Corporate Place, Charlotte, NC 28277, and our telephone number is (704) 357-0022. Shares of Company Class A common stock are listed on the Nasdaq Stock Market ("Nasdaq") under the trading symbol "PINC."

Premier Parent, LLC

Parent was formed on August 13, 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 Patient Square Capital, LP, 2884 Sand Hill Road, Suite 100, Menlo Park, California 94025 with a telephone number of (650) 677-8000.

Premier Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed on August 13, 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.

Upon consummation of the merger, Merger Sub will cease to exist, and the Company will continue as the surviving corporation and as a wholly owned subsidiary of Parent. The principal executive offices of Merger Sub are c/o Patient Square Capital, LP, 2884 Sand Hill Road, Suite 100, Menlo Park, California 94025 with a telephone number of (650) 677-8000.

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THE SPECIAL MEETING

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

Date, Time and Place

The special meeting of Company stockholders will be held on [   ] at [   ], Eastern Time, in a virtual-only meeting format.

Holders of Company Common Stock

To attend the special meeting, 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 Class A common stock if you are a Company stockholder as of the record date. 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 Class A common stock as of the record date and you obtain a legal proxy in accordance with the instructions below.

Purpose of the Special Meeting

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.

Recommendation of the Board

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 unanimously (1) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders; (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) 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 and any other transaction contemplated thereby; (4) directed that the Company submit the adoption of the merger agreement to a vote of the Company's stockholders; and (5) resolved to recommend that the Company's stockholders adopt 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."

Attending the Special Meeting

The special meeting is scheduled to be held on [   ] at [   ], Eastern Time, in a virtual-only meeting format. The Company will hold the special meeting virtually via live webcast to provide the opportunity for full and equal participation of all Company stockholders regardless of location.

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You may attend the special meeting virtually by visiting virtualshareholdermeeting.com/PINC2025SM and using the 16-digit control number found on the proxy card that you previously received. If you plan to attend the special meeting virtually, we encourage you to access the special meeting before the start time of [   ], Eastern Time. Please allow ample time to log into the audio webcast and test your computer systems. You may begin to log into the Special Meeting website beginning at [    ], Eastern Time, on [   ].

The special meeting website is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) that have the most updated version of applicable software and plugins installed. Company stockholders should ensure that they have a strong Internet connection if they intend to virtually attend the special meeting. Attendees should allow sufficient time to access the meeting and ensure that they can hear streaming audio prior to the start of the special meeting.

If you encounter any difficulties accessing the special meeting, please call the technical support number that will be provided on the special meeting website. Technical support will be available beginning approximately 15 minutes prior to the start of the special meeting through its conclusion.

Additional information regarding related rules of conduct and other materials for the special meeting will be available during the special meeting at [   ].

You will not be able to attend the special meeting physically in person.

If you hold your shares in "street name" (in other words, your Company Class A 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. If you wish to participate and vote your shares at the 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 email a scan or image of it to the Inspector of Elections for the special meeting, [   ], at [   ] with "Legal Proxy" noted in the subject line. 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 special meeting. Failure to provide a legal proxy may invalidate any votes placed at the special meeting.

Record Date and Stockholders Entitled to Vote

Only the holders of record of Company Class A common stock at the close of business on [   ], the record date for the special meeting 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 [   ] shares of Company Class A common stock issued and outstanding and entitled to vote at the special meeting. Each Company stockholder is entitled to one vote per share of Company Class A common stock held by such Company stockholder 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 13520 Ballantyne Corporate Place Charlotte, NC 28277, by contacting the Corporate Secretary of the Company.

Quorum

A majority of the shares of all issued and outstanding common stock and entitled to vote thereat on the record date must be present in person at the special meeting or represented by proxy to constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence

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in person for quorum purposes at the special meeting. Our Class A common stock is our only class of outstanding voting securities. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. For shares of the Company Class A 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 of the voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, 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 stockholder of record entitled to vote at the special meeting. 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.

Vote Required

Approval of the Merger Agreement Proposal

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the voting power of the issued and outstanding shares of Company Class A common stock entitled to vote. 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 a failure to authorize a proxy to vote on your behalf) and broker non-votes will have the same effect as a vote "AGAINST" the merger agreement proposal.

Approval of the Advisory Compensation 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 a failure to authorize a proxy to vote on your behalf) 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.

Approval of the Adjournment 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. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

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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 Class A 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. Under New York Stock Exchange rules, regardless of the exchange on which a company's shares are listed, banks, brokers and other nominees have discretionary voting power for matters that are considered "routine" but not for matters considered "non-routine." Absent instructions from you, the record holder may not vote on any non-routine matter, including a director election, a matter relating to executive compensation or any stockholder proposal. In that case, without your voting instructions, a broker non-vote will occur. Accordingly, a bank, broker or other nominee will not have discretionary authority to vote shares of the Company Class A common stock because the rules applicable to banks, brokers and other nominees only provide such organization 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 Class A common stock at the special meeting without receiving instructions. A broker non-vote would not be considered a vote for or against any of the proposals set forth in this proxy statement and therefore will not have any effect on the outcome of those matters. You should consult your bank, broker or other nominee holder if you have questions about this.

Voting Procedures

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

There are four ways to vote if you are a record holder (in other words, you held Company Class A common stock in your own name in the stock register maintained by our transfer agent, EQ):

If you are a record holder of Company Class A common stock (in other words, you held Company Class A common stock in your own name in the stock register maintained by our transfer agent, EQ) and to ensure that your shares of Company Class A common stock are voted at the special meeting, we recommend that

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you provide voting instructions promptly by proxy, even if you plan to attend the 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 [   ], one day before the special meeting. You may also vote by attending the special meeting and voting during the live webcast.

If you hold your shares of Company Class A common stock in "street name" (in other words, your Company Class A 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 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 attend for the special meeting. Please see "The Special Meeting-Voting Procedures" for information on how to vote for each of the proposals. Without following the voting instructions, your Company Class A 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.

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 [   ], which is acting as the Company's proxy solicitation agent in connection with the merger, toll free at [   ] (banks and brokers may call collect at [   ]).

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions for shares of Company Class A common stock, the persons named as proxies will follow your instructions. If you are a holder of record for shares of Company Class A 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.

Revocation of Proxies

For Company 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:

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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 Class A 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 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 stockholder of record.

Solicitation of Proxies

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 Nasdaq 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 [   ] to solicit proxies at a total cost to the Company of approximately $[   ].

Adjournments

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 of the 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 stockholder of record entitled to vote at the special meeting. 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.

Voting by Company Directors and Executive Officers

As of the record date, the directors and executive officers of the Company beneficially owned an aggregate of [   ] shares of Company Class A common stock, or approximately [   ]% of the then-outstanding voting stock.

We currently expect that all directors and executive officers of the Company will vote their shares of Company Class A common stock "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 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."

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Appraisal Rights

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 Class A 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 Class A 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 Class A 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 Class A 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 Class A 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 Class A 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 (but failure to vote against the merger, alone, will not constitute a waiver of 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 Class A 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. Voting or by proxy, against, abstaining from voting on or failing to vote on the adoption and approval of the merger will not constitute a written demand for appraisal as required by Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote.

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."

Other Matters

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.

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Assistance

If you have any questions or need assistance in voting, completing your proxy card or have questions regarding the special meeting, please contact [   ], which is acting as the Company's proxy solicitation agent in connection with the merger:

[   ]

Shareholders may call toll free: [   ]

Banks and Brokers may call collect: [   ]

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PROPOSAL 1: MERGER AGREEMENT PROPOSAL

We are asking Company stockholders 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.

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PROPOSAL 2: ADVISORY COMPENSATION 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 stockholders 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 stockholders 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.

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PROPOSAL 3: ADJOURNMENT PROPOSAL

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary or appropriate, 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 stockholders to authorize the holder of any proxy solicited by the Board 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.

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THE MERGER

Overview

The Company is seeking the adoption by Company stockholders of the merger agreement the Company entered into on September 21, 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 Company stockholders vote to adopt the merger agreement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to and immediately followed the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the members of the Board, the members of the Transaction Committee, the representatives of the Company or the Transaction Committee, or other parties and their respective financial advisors, legal advisors, affiliates or other representatives.

From time to time, the Company, the Board and management team, with the assistance of financial and legal advisors, regularly considered and assessed the Company's business and operations, competitive position, historical performance, future prospects, industry and stock market dynamics, customer landscape, long-term goals and strategic direction. These reviews included, among other matters, potential opportunities for acquisitions, business combinations, divestitures and other strategic alternatives for the Company, including the continued execution of the Company's strategies as an independent public company.

In November 2021, the Board established acommittee of independent directors to identify, review and explore strategic alternatives to enhance value for stockholders. Over the course of 2022 and 2023, the committee of independent directors, with the assistance of the committee's financial and legal advisors, engaged in a process to explore strategic alternatives, including a take private led by hospital system members and other customers of the Company, a sale of part or all of the Company, a recapitalization or other partnership opportunities, among other potential alternatives (the "prior strategic review process"). As part of this effort, the Company contacted approximately 25 potential counterparties, including financial sponsors and strategic parties, regarding various potential strategic alternatives for the Company and its businesses. The committee of independent directors also authorized the Company to explore a take private led by hospital system members and other customers of the Company, which did not result in any viable offers. No strategic counterparty submitted any indication of interest during the time the committee explored strategic alternatives. Although several indications of interest were received from financial sponsors, all but one party (a consortium of co-investing financial sponsors) elected not to advance to diligence or continue in the process. The only remaining party (collectively, "Party A") submitted a proposal in November 2022, which was contingent upon a new strategic model that required alignment with key customers prior to entering into a potential transaction. Over the course of 2023, the Company continued to discuss a potential transaction with Party A, including providing additional diligence materials and facilitating conversations with key customers of the Company. On May 8, 2023, the Company publicly announced that it had initiated a strategic alternatives process to enhance stockholder value. Over the course of extensive discussions and as the due diligence process progressed, Party A revised the economic terms of its proposal several times and on December 18, 2023, Party A informed the Company that it would only proceed with an acquisition transaction at a price representing a discount to the Company's then trading price. On December 18, 2023, the closing price of Company Class A common stock was $21.77 per share. After receiving and considering this information, the Board determined to terminate discussions with Party A. Following the termination of discussions with Party A, the Board determined that it had not received an actionable proposal at an acceptable price for a potential acquisition of the Company and announced the completion of the strategic review process in February 2024. The committee of independent directors disbanded in April 2024.

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On April 2, 2025, Michael Alkire, President and CEO of the Company, Glenn Coleman, Chief Administrative and Financial Officer of the Company and a representative of BofA Securities, Inc. ("BofA Securities"), which had advised the Company in connection with the prior strategic review process, had lunch in New York City with Brian McCarthy, an advisory council member of Patient Square Capital ("Patient Square Capital") and formerly a representative of BofA Securities. During the meeting, there was a preliminary conversation about the possibility of a transaction between Patient Square Capital and the Company. Patient Square Capital expressed some initial interest in such a potential transaction, but no price or terms were discussed, and no specific proposal or offer was made.

Shortly after the April 2, 2025, meeting with Patient Square Capital and BofA Securities, Mr. Alkire telephoned the Company's Board Chair, Richard Statuto, to inform him of Patient Square Capital's potential interest. Messrs. Alkire and Statuto had several telephone calls over the following weeks to discuss a potential process for assessing the opportunity without undue distraction to the Company's management, Mr. Statuto expressed the importance of having advisors in place to assist with that process.

On April 22, 2025, the Company entered into a customary confidentiality agreement with Patient Square Capital to enable more specific discussions with Patient Square Capital about the Company's business. To facilitate such discussions, the confidentiality agreement contained a customary standstill provision that would fall away upon the public announcement of the entry by the Company into a definitive agreement with a third party with respect to a change of control transaction.

On April 24, 2025, during the Board's regularly scheduled annual strategy retreat, Mr. Alkire informed the Board in executive session of the potential, early-stage opportunity with Patient Square Capital.

Over the next few weeks, the Company provided certain preliminary non-public due diligence materials to Patient Square Capital. On May 1, 2025, members of the Company's management, including Messrs. Alkire and Coleman, held a meeting in person in Charlotte, North Carolina with representatives of Patient Square Capital to provide an overview of the Company's business. On May 2, 2025, representatives of Patient Square Capital informed Mr. Colemanthat they were working towards presenting a proposal to acquire the Company and requested to review the Company's five-year long-range plan. On May 7, 2025, Mr. Coleman had a follow-up meeting via videoconference with representatives of Patient Square Capital to answer additional questions concerning the business. No specific terms of a potential transaction were discussed and no proposals were made by either party during these discussions. Mr. Alkire kept Mr. Statuto apprised of these developments.

On May 20, 2025, the Board met with members of the Company's management and representatives of Cravath, Swaine & Moore LLP ("Cravath") and Wachtell, Lipton, Rosen & Katz ("Wachtell Lipton") in attendance, to discuss the potential interest of Patient Square Capital in a potential strategic transaction with the Company as well as potential next steps, including whether to initiate a strategic review process. Mr. Alkire and Mr. Coleman informed the Board of discussions with Patient Square Capital since April regarding a potential strategic transaction and noted that no formal proposal had been received thus far. The representatives of Wachtell Lipton discussed with the Board the fiduciary duties owed in connection with, and the standards of review applied by the Delaware courts to, certain types of corporate transactions as well as the considerations applicable to forming a transaction committee, consisting of independent directors of the Board, to evaluate and negotiate potential transactions. Following discussions, the Board authorized management to continue to engage with Patient Square Capital to explore whether a potential transaction was possible on terms that would be attractive to the Company's stockholders. The Board also determined that, although the formation of a transaction committee was not required, it would form such a committee consisting of independent directors for the purposes of enhancing efficiency and speed in the Board's exercise of its oversight of any potential strategic transaction. Accordingly, the Board unanimously adopted resolutions (i) to establish a transaction committee composed of three of the Company's independent directors, John T. Bigalke, Richard J. Statuto and Ellen C. Wolf (the "Transaction Committee"), (ii) to evaluate proposals relating to the potential acquisition of the Company by potential counterparties and (iii) delegating to the Transaction Committee the authority to, among

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other things, (A) monitor, direct and exercise general oversight of the Company's management and its financial, legal and other advisors with respect to the consideration, review and evaluation of any potential transaction and (B) make recommendations to the Board with respect to any potential transaction as the Transaction Committee determined to be advisable, with the understanding that the ultimate decision of whether to approve or disapprove of any potential transaction, and whether to recommend any potential transaction to the Company's stockholders, would be made by the Board.The Board authorized the Transaction Committee, in its sole discretion, to select and retain advisors to advise it during the process. The Board also determined, following discussion, to engage Wachtell Lipton as legal advisor to the Company and Goldman Sachs, which has extensive experience providing strategic and financial advice in the healthcare industry, to serve as a financial advisor to the Company. On May 20, 2025, the closing price of Company Class A common stock was $23.10 per share.

Also on May 20, 2025, Mr. Coleman informed a representative of Patient Square Capital that the Company would provide the five-year long-range plan to Patient Square Capital if approved to do so by the Board at its next meeting.

The Transaction Committee engaged Cravath to represent it in connection with a potential transaction. On May 25, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, Goldman Sachs, another investment banking firm (which was ultimately not retained) and members of the Company's management in attendance to discuss a draft of the Company's five-year long-range plan and potential engagement with Patient Square Capital regarding its interest in a potential transaction. The Transaction Committee reviewed a draft of the long-range plan prepared by the Company's management and provided feedback to the Company's management, including with respect to the various upside opportunities and corresponding risks, obstacles and challenges facing the Company's growth and other points of clarifications on the assumptions underlying the plan, in anticipation of the Company providing the long-range plan to Patient Square Capital, pending approval by the Board of such plan. During this discussion, the Transaction Committee emphasized its desire that any process or discussions relating to a potential transaction not distract the Company's management from executing on the Company's long-range plan.

On May 27, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, Goldman Sachs and the other investment banking firm (which was ultimately not retained) and members of the Company's management in attendance to discuss an updated draft of the Company's long-range plan following the Transaction Committee's feedback on the draft five-year long-range plan at its prior meeting. At the Transaction Committee's request, representatives of Goldman Sachs and the other investment banking firm provided their perspective on the draft five-year long-range plan and the key considerations, including the upside opportunities and corresponding risks, obstacles and challenges, relating to the Company's ability to achieve the performance reflected in the plan. During the meeting, without the presence of the investment banking firms, the Transaction Committee also discussed the potential engagement of additional financial advisors, including the potential fees to be paid to such financial advisors.

On May 28, 2025, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, Goldman Sachs and the other investment banking firm (which was ultimately not retained) and members of the Company's management in attendance. Members of the Company's management discussed a proposed long-range plan through fiscal year 2030 for the Company (the "long-range plan"), as further described in the section of this proxy statement entitled "-Certain Financial Forecasts," that would be provided to Patient Square Capital in connection with its consideration of a potential acquisition of the Company, subject to the approval of the Board. The Board, together with members of the Company's management and representatives of Cravath, Wachtell Lipton and Goldman Sachs, discussed and reviewed the Company's long-range plan, including with respect to the various upside opportunities and corresponding risks, obstacles and challenges facing the Company's growth, and in particular, the cost of strategic and operational transparency to competitors associated with keeping the Company public, the likelihood of meeting the forecasts of the Company's long-range plan given capital requirements, talent acquisition requirements and the current regulatory and financial

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pressures on the industry and growing competition. The Board together with members of the Company's management and representatives of Goldman Sachs, Wachtell Lipton and Cravath also discussed the recent interest from Patient Square Capital and the options and strategic alternatives potentially available to the Company, including continuing as a standalone public company. Representatives of Goldman Sachs and members of management updated the Board on the status of expected timing to receive a proposal from Patient Square Capital, ongoing due diligence and status of discussions with Patient Square Capital. Following such discussions, the Board authorized the Company's management to provide the long-range plan to Patient Square Capital.

The Transaction Committee considered and ultimately determined, upon the advice of Cravath, that it was not necessary to engage another investment banking firm as its financial advisor in connection with a potential transaction with Patient Square Capital.

On May 29, 2025, members of the Company's management and representatives of Goldman Sachs held a call with representatives of Patient Square Capital to review the Company's long-range plan, and discuss Patient Square Capital's interest in pursuing a potential transaction with the Company.

On June 1, 2025, the Transaction Committee held a meeting via videoconference with representatives of Cravath, Wachtell Lipton and members of the Company's management in attendance. The Company's management provided an update on the call held with Patient Square Capital on May 29, 2025, noting that Patient Square Capital was expected to submit an initial indication of interest in the coming weeks.

On June 4, 2025, members of the Company's management and representatives of Goldman Sachs held a follow-on call with representatives of Patient Square Capital to review the Company's long-range plan.

On June 5, 2025, the Board held a regularly scheduled meeting in person with members of the Company's management in attendance. Management briefed the Board on its interactions with Patient Square Capital since the Board's May 28, 2025, meeting. The Board received an update on the status of the process with Patient Square Capital, including that Patient Square Capital was expected to submit an initial indication of interest in the coming weeks. The Board also discussed the benefit of retaining a second financial advisor to the Company and determined, following discussions, to retain BofA Securities as an additional financial advisor to the Company due to its familiarity with the Company, including assisting the Company in the prior strategic review process, and its experience, expertise and qualifications in advising companies on M&A transactions.

On June 11, 2025, representatives of Patient Square Capital sent a nonbinding indication of interest to representatives of Goldman Sachs (which was shortly thereafter shared with Mr. Alkire), proposing an acquisition by Patient Square Capital and affiliated investment funds of all of the shares of Company Class A common stock for between $27.00 and $28.00 in cash per share of Company Class A common stock (the "initial proposal"). On June 11, 2025, the closing price of Company Class A common stock was $22.50 per share.

On June 12, 2025, representatives of Goldman Sachs held a call with representatives of Patient Square Capital to clarify the terms of the initial proposal.

On June 15, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance to discuss the initial proposal received from Patient Square Capital. At the Transaction Committee's request, representatives of Goldman Sachs reviewed with the Transaction Committee their preliminary financial analyses of the Company and discussed such analyses in the context of the initial proposal from Patient Square Capital. The Transaction Committee, with input from each of Cravath, Wachtell Lipton, BofA Securities, Goldman Sachs and the Company's management discussed how to respond to Patient Square Capital, including what might be required to enable Patient Square Capital to improve its offer prior to the Company deciding to commit substantial resources toward pursuing a potential transaction, giving

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consideration to the prior strategic review process in 2022 to 2023, which had continued for an extended period and involved extensive due diligence investigations by potential bidders and ultimately ended without any transaction. Following extensive discussion, the Transaction Committee authorized representatives of each of Goldman Sachs and BofA Securities to communicate to Patient Square Capital that the Company would be willing to permit a targeted due diligence investigation on a limited set of issues if such investigation would be expected to result in Patient Square Capital being willing to improve its offer price based on such due diligence investigation.

On June 15, 2025, representatives of Goldman Sachs communicated to Patient Square Capital that the initial proposal undervalued the Company and was not sufficient for the Company to continue engaging in discussions. On June 16, 2025, Patient Square Capital reached out to representatives of Goldman Sachs and indicated that they believed there was a path to improving their offer upon receiving additional targeted diligence, including additional sessions with the Company's management.

On June 17, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Representatives of Goldman Sachs informed the Transaction Committee that Patient Square Capital had advised that it was prepared to engage in a targeted diligence exercise, following which it would be prepared to consider improving the initial proposal. The Transaction Committee discussed with the Company's management and advisors the resources that would be required in connection with such due diligence investigation and the associated burden on the Company's management. Following discussion, the Transaction Committee authorized the Company's management and representatives of each of Goldman Sachs and BofA Securities to facilitate the targeted diligence exercise discussed and to request that Patient Square Capital submit a revised indication of interest in writing at the conclusion of such exercise.

On June 18, 2025, representatives of Goldman Sachs delivered feedback from the Transaction Committee to Patient Square Capital that while the Transaction Committee continued to believe the initial proposal undervalued the Company, given that Patient Square Capital communicated that there was a potential path to improving its offer upon receiving additional targeted diligence, the Company was willing to provide targeted diligence to facilitate such higher offer. Representatives of Goldman Sachs also communicated the request of the Transaction Committee for Patient Square Capital to submit a revised indication of interest in writing at the conclusion of such diligence.

Throughout June and July of 2025, the Company and Patient Square Capital continued to discuss a potential transaction, and Patient Square Capital conducted due diligence on the Company, including, among other things, calls and meetings via videoconference with the Company's management and employees to discuss diligence matters and access to a virtual dataroom beginning on July 24, 2025.

On July 1, 2025, BofA Securities provided a customary relationships disclosure memorandum to the Company, which was subsequently updated on August 14, 2025 and September 19, 2025 and was, in each case, provided to the Board.

On July 2, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Representatives of Goldman Sachs reported that following its limited due diligence, Patient Square Capital had not increased its offer range, but had requested additional due diligence relating to the Company's performance services business and indicated that such additional investigation may enable it to offer additional value. The Transaction Committee and the Company's management and advisors discussed whether to permit Patient Square Capital to continue to engage in due diligence in light of the potential distraction to the Company's management and the Company's experience in its prior strategic review process. At the Transaction Committee's request, representatives of Goldman Sachs also reviewed with the Transaction Committee certain analyses, sensitivities and potential considerations that could affect the Company's valuation, including potential

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growth opportunities identified by the Company's management. Following discussion, the Transaction Committee authorized the Company's management and representatives of each of Goldman Sachs and BofA Securities to continue to engage with Patient Square Capital with respect to the limited additional diligence information requested.

On July 14, 2025, the Company's management team held an in-person meeting in National Harbor, Maryland with Patient Square Capital to conduct a thorough review of the Company's performance services business.

Following the review, on July 18, 2025, Patient Square Capital submitted a revised proposal in writing which stated it was prepared to offer $27 in cash anda contingent value right (the "CVR"), which would pay an additional $3 per share of Company Class A common stock contingent upon achievement of 100% of the Company's adjusted EBITDA forecast for the Company's fiscal year 2028 (the "FY28 Adjusted EBITDA Forecast"). Patient Square Capital indicated an ability to sign definitive documentation within four weeks, assuming (i) prompt receipt of required information to complete confirmatory due diligence, (ii) continued engagement from the Company and its management and (iii) obtaining committed financing from financing sources consistent with current credit market conditions. On July 18, 2025, the closing price of Company Class A common stock was $20.95 per share

On July 19, 2025, following several conversations between representatives of Goldman Sachs and Patient Square Capital, Patient Square Capital communicated a revised proposal verbally to representatives of Goldman Sachs reflecting an increase in the upfront cash offer to $27.50 per share of Company Class A common stock and a corresponding reduction in the maximum amount payable under the terms of the CVR to $2.50 per share if the Company achieves 100% of its FY28 Adjusted EBITDA Forecast, which proposal was subsequently submitted in writing on July 22, 2025(the "third proposal"). The CVR would provide no payment to the stockholders unless more than 95% of the FY28 Adjusted EBITDA Forecast were to be achieved and the amounts payable between 95% and 100% of the FY28 Adjusted EBITDA Forecast would be determined by straight-line interpolation (i.e., at 95% of the EBITDA forecast, payment would be zero and at 97.5% of the FY28 Adjusted EBITDA Forecast, the payment would be 50% of the $2.50 maximum, or $1.25). Patient Square Capital informed the Company's management and representatives of Goldman Sachs that this was their best and final offer, and was made on the assumption that the Company would not declare and pay its regular quarterly dividend of $0.21, which was ultimately declared in the first quarter of fiscal year 2026, or any further dividends between signing and closing.

On July 20, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance to discuss and review the third proposal from Patient Square Capital. Representatives of Goldman Sachs advised the Transaction Committee that Patient Square Capital had presented the third proposal as its best and final proposal, and indicated that there was no room to increase the upfront cash component of the offer. The Transaction Committee and the Company's management and advisors reviewed the third proposal in the context of the Company's current trading price and Goldman Sachs's financial analyses, including an analysis of the net present value of the CVR which represented a discount to the $2.50 face value of the CVR given the timing of the payment, if any. The Transaction Committee also discussed extensively with the Company's management and advisors the inclusion of a CVR component as part of the merger consideration and the considerations and risks associated therewith. In particular, the Transaction Committee expressed significant concerns regarding the CVR and whether stockholders would ultimately realize the value of the Company represented by the CVR based on the timing of payment and the risks to achieving the FY28 Adjusted EBITDA Forecast, including the fact that a CVR based on projected adjusted EBITDA could be highly susceptible to an acquirer's operational and accounting decisions and that the CVR would provide no payment to the stockholders unless more than 95% of the FY28 Adjusted EBITDA Forecast were to be achieved. The Transaction Committee discussed with the advisors the lack of a market for such instruments, data on achievement and payouts and the ability of the Company to protect the interests of its stockholders through the transaction documentation for the CVR.

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On July 21, 2025, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Members of the Company's management provided an overview of developments since the last Board meeting with respect to a potential transaction with Patient Square Capital, and noted that, following an extensive diligence effort, Patient Square Capital submitted a revised offer letter at a price of $27 in cash and a CVR, which would pay up to an additional $3 per share of Company Class A common stock contingent upon achievement of 100% of the Company's FY28 Adjusted EBITDA Forecast. Mr. Coleman further informed the Board that after several discussions with Patient Square Capital, the Company was able to negotiate an adjustment in the offer, increasing the upfront cash component of the offer to $27.50 per share of Company Class A common stock and reducing the maximum contingent amount payable under the CVR to $2.50 per share of Company Class A common stock contingent upon achievement of 100% of the FY28 Adjusted EBITDA Forecast. Representatives of Goldman Sachs advised the Board that Patient Square Capital had presented the third proposal as its best and final proposal, and had indicated that there was no room to increase the upfront cash component of the offer. At the Board's request, the representatives of Goldman Sachs then proceeded to provide an overview of the third proposal, including an analysis of the net present value of the CVR which represents a discount to the $2.50 face value of the CVR given the timing of the payment, if any, and select transaction precedents which included a CVR component. During discussions, the Board questioned the value of the CVR based on the timing of payment and the risks to achieving the FY28 Adjusted EBITDA Forecast, including the fact that the CVR would provide no payment to the stockholders unless more than 95% of the FY28 Adjusted EBITDA Forecast were to be achieved. In particular, the Board observed that, based on the transaction precedents provided by, as well as upon the experience of, its financial and legal advisors, the use of CVRs tends to be concentrated in the pharmaceutical industry and based on more tangible milestones, such as obtaining regulatory approvals, which are generally more straightforward and less susceptible to an acquirer's operational and accounting decisions as compared to projected adjusted EBITDA, particularly where the relevant measurement period would be a fiscal year occurring several years in the future. The Board, together with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs, discussed potential mitigation measures and approaches to address the issue of enforceability of the CVR, including the challenge that any disputes may emerge several years in the future when there would be no entity with the necessary resources to enforce the CVRs. Following discussions, the Board concluded that any potential transactions involving a CVR would need, at a minimum, an obligation on Patient Square Capital to use diligent efforts to achieve the results which would trigger payment and robust enforcement and monitoring rights on behalf of the Company's stockholders. The Board authorized the Company's management to proceed with negotiating a transaction with Patient Square Capital on that basis and noted that it would not be feasible to delay the declaration of a quarterly dividend if a transaction were not signed by the Company's announcement of earnings for the quarter and fiscal year ended June 30, 2025, anticipated to occur on August 19, 2025. On July 21, 2025, the closing price of Company Class A common stock was $20.93 per share.

Following the July 21, 2025 Board meeting, representatives of Goldman Sachs communicated to Patient Square Capital that the Board had authorized the Company to proceed with the negotiation of definitive documentation on acceptable terms.

On July 23, 2025, Patient Square Capital began to contact potential financing sources to commence discussions following the Company's authorization. On July 23, the closing price of Company Class A common stock was $21.39 per share.

On July 25, 2025, members of the Company's management held a meeting with representatives of Goldman Sachs and Patient Square Capital via teleconference for follow-on due diligence discussions regarding the Company's business.

On July 29, 2025, the Company announced that it would release financial results for its fiscal 2025 fourth quarter and full year on August 19, 2025. On July 29, 2025, the closing price of Company Class A common stock was $21.24 per share.

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On August 3, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. The representatives of Wachtell Lipton reviewed with the Transaction Committee the terms of the proposed initial draft of the merger agreement to be delivered to Patient Square Capital and its advisors. The Transaction Committee and the representatives of Cravath and Wachtell Lipton considered key provisions to be included in the draft CVR agreement in order to effectuate a potential transaction, pending receipt of the initial draft of the CVR agreement from Patient Square Capital. The Transaction Committee and its advisors also discussed extensively the deal protection provisions in the merger agreement, including whether to seek a "go shop" from Patient Square Capital, and considerations relating thereto, as well as whether the Company should engage in a pre-signing market check and the likelihood of alternative buyers emerging either before or after announcement of a transaction. Representatives of each of BofA Securities and Goldman Sachs expressed their views that the likelihood of an alternative buyer being willing and able to provide an offer competitive to that proposed by Patient Square Capital in a timely fashion was low, particularly in light of the extensive prior strategic review process the Company conducted, which had continued for an extended period and involved extensive due diligence investigations by potential bidders and ultimately ended without any transaction, as well as the fact that no new potential acquirors other than Patient Square Capital had emerged at any point following the Company's May 8, 2023 public announcement that it was evaluating strategic alternatives. Members of management also noted that prior analysis had indicated that a transaction with any likely strategic counterparty would likely be subject to high levels of antitrust scrutiny. Following discussion, the Transaction Committee determined that it would not be in the best interests of the Company's stockholders to engage in such market check, and the inclusion of a "go shop" provision in the draft merger agreement could, if necessary to reach agreement with Patient Square Capital, ultimately be eliminated in favor of an alternative deal protection mechanism to the Company's stockholders' benefit. On August 1, 2025, the prior trading day, the closing price of Company Class A common stock was $21.27 per share.

On August 4, 2025, Wachtell Lipton circulated a draft of merger agreement to Kirkland & Ellis LLP ("Kirkland & Ellis"), counsel to Patient Square Capital, which proposed a reverse termination fee equal to 8% of the Company's equity value payable by Patient Square Capital to the Company under certain circumstances, a "go shop" provision and a fiduciary termination fee of 1.5% of the Company's equity value during the "go shop" period and 2.5% of the Company's equity value payable by the Company to Patient Square Capital under certain circumstances following the "go shop" period.

On August 6, 2025, Kirkland & Ellis circulated a form of the equity commitment letter and limited guaranty to Wachtell Lipton.

On August 7, 2025, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance to discuss the status of negotiations with Patient Square Capital and the expected timing of definitive documentation in respect of the transaction. Representatives of Wachtell Lipton provided an overview of the initial draft of the merger agreement which was shared with Patient Square Capital and its advisors. The Board and its advisors discussed extensively the deal protection provisions in the merger agreement, as well as whether the Company should engage in a pre-signing market check and the likelihood of alternative buyers emerging either before or after announcement of a transaction. Representatives of each of BofA Securities and Goldman Sachs expressed their views that the likelihood of an alternative buyer being willing and able to provide an offer competitive to that proposed by Patient Square Capital in a timely fashion was low, particularly in light of the extensive prior strategic review process. The Board also discussed, together with members of the Company's management and its financial and legal advisors, if a process seeking other bidders was to be commenced, the negative impact of not receiving an alternative proposal on the Company's ability to extract favorable terms from Patient Square Capital, were Patient Square Capital to become aware of such fact. After further discussions, the Board concluded that, in light of the low likelihood of potential alternative financial or strategic counterparties based on the views of representatives of each of BofA Securities and Goldman Sachs, the risks of not receiving any alternative offers, the increased potential for leaks and the considerable time and distraction that a broader

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strategic process would pose for the Company's management and employees, negotiating with Patient Square Capital for the highest price possible was the value-maximizing path for the Company's stockholders. On August 7, 2025, the closing price of Company Class A common stock was $22.44 per share.

On August 10, 2025, representatives of Kirkland & Ellis submitted a markup of the merger agreement to representatives of Wachtell Lipton which proposed a reverse termination fee equal to 5% of the Company's equity value payable by Patient Square Capital to the Company under certain circumstances, the deletion of the go shop provision and a fiduciary termination fee of 3.75% of the Company's equity value payable by the Company to Patient Square Capital under certain circumstances.

Also on August 10, 2025, Kirkland & Ellis circulated an initial draft of the CVR agreement to Wachtell Lipton, which proposed a CVR based on the achievement of the FY28 Adjusted EBITDA Forecast. The draft provided that (i) Patient Square Capital would not take any action in bad faith with the specific primary intent of avoiding achievement of the FY28 Adjusted EBITDA Forecast, but did not require Patient Square Capital to make any specific effortsto achieve the projected level of FY28 Adjusted EBITDA Forecast, (ii) Patient Square Capital could redeem the CVR at any time at the then-present value of full payout, with present value determined using a specified discount rate, and (iii) the CVR would be subordinated to the rights of any debt holders and included limited enforcement rights.

On August 12, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Representatives of Wachtell Lipton reviewed key issues they identified in the revised draft of the merger agreement from Kirkland & Ellis, among them Patient Square Capital's rejection of the proposed "go shop." Representatives of Wachtell Lipton also identified to the Transaction Committee a number of material issues from their perspective in the draft CVR agreement including, among other things, limited efforts obligations on the part of Patient Square Capital in connection with the Company achieving the FY28 Adjusted EBITDA Forecast , subordination of the rights of CVR holders to debt holders, optional redemption at Patient Square Capital's election at a discounted present value, limited recourse for the holders of the CVR due to the absence of a third-party professional representative for holders of the CVRs and the lack of a litigation funding pool to enable holders of the CVRs to enforce the CVR agreement, in addition to proposed revisions to the definition of adjusted EBITDA for purposes of determining the achievement of the FY28 Adjusted EBITDA Forecast. Following discussion, the Transaction Committee authorized Cravath and Wachtell Lipton to proceed with the deal protection package in the draft merger agreement that did not have a "go shop" provision but did have a lower fiduciary termination fee, in addition to negotiating significant changes to the CVR agreement to provide more certainty of value to the Company's stockholders. The Transaction Committee noted that the value of the CVR comprised a significant component of the value provided by Patient Square Capital's proposal and as a result obtaining terms that provided as much certainty of value as possible to the Company's stockholders was material to the Board's determination as to the desirability of a potential transaction on the terms presented. Following discussions, the Transaction Committee directed the Company's management to target to finalize a definitive agreement with Patient Square Capital on acceptable terms before the announcement of the Company's earnings on August 19, 2025.

Later in the day on August, 12, 2025, members of the Company's management met with representatives of Goldman Sachs, Wachtell Lipton, Patient Square Capital and Kirkland & Ellis via videoconference to negotiate aspects of the merger agreement and CVR agreement.

Also on August 12, 2025, representatives of Wachtell Lipton submitted a revised draft of the merger agreement to representatives of Kirkland & Ellis, along with the Company's disclosure schedules. The revised merger agreement draft proposed a reverse termination fee equal to 7% of the Company's equity value payable by Patient Square Capital to the Company under certain circumstances, a fiduciary termination fee of 2.5% of the Company's equity value payable by the Company to Patient Square Capital under certain circumstances and indicated that the deletion of the go shop provision was subject to continued negotiation of the no solicitation and fiduciary out provisions.

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On August 13, 2025, representatives of Wachtell Lipton shared a revised draft of the CVR agreement with representatives of Kirkland & Ellis, which included enhanced protection for the Company's stockholders through a requirement of diligent efforts to operate the Company's business, including treating achievement of the FY28 Adjusted EBITDA Forecast as a material factor in any incentive-based compensation that applies to executives of the Company after the closing, significant revisions to the definition of adjusted EBITDA, increased stockholder enforcement rights and indemnification and reimbursement obligations on the part of Patient Square Capital and the surviving company. The parties continued to negotiate the merger agreement, the CVR agreement, and other ancillary transaction documents, including the equity commitment letter and limited guaranty, through their respective legal advisors, with representatives of Wachtell Lipton and Kirkland & Ellis continuing to discuss the open issues in these agreements.

On August 14, 2025, representatives of Kirkland & Ellis shared (i) a revised markup of the merger agreement with representatives of Wachtell Lipton which proposed a reverse termination fee equal to 6% of the Company's equity value payable by Patient Square Capital to the Company under certain circumstances, and a fiduciary termination fee of 3% of the Company's equity value payable by the Company to Patient Square Capital under certain circumstances and (ii) a revised draft of the CVR agreement with representatives of Wachtell Lipton, who expressed concern with the perceived inadequacy of the surviving company's efforts to achieve the projected level of FY28 Adjusted EBITDA Forecast and the absence of certain enforcement mechanisms deemed important for the protection of the CVR holders. Also on August 14, 2025, members of the Company's management team and its advisors met via videoconference with representatives of Patient Square Capital and its advisors to discuss the definition and calculation of adjusted EBITDA in the CVR agreement.

On August 15, 2025, representatives of Patient Square Capital communicated to representatives of Goldman Sachs that it was still in the process of securing financing and that financing on acceptable terms may not be in place by August 19, 2025, the date of the Company's scheduled call for the announcement of earnings for the quarter and fiscal year ended June 30, 2025, given initial financing source outreach was only approved by the Company on July 23, 2025 and the necessity of restarting negotiations with a new potential lender after the initial potential lender failed to offer terms acceptable to Patient Square Capital. Patient Square Capital assured Goldman Sachs that it expected to be able to obtain financing but discussed the possibility of requiring additional time to arrange the financing on acceptable terms. Also on August 15, 2025, Goldman Sachs provided its customary relationships disclosure memorandum to the Company, which was subsequently updated on September 20, 2025, and was, in each case, provided to the Board.

Also on August 15, 2025, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Representatives of Goldman Sachs provided an update on the transaction since the Board's last meeting. Management discussed the status of Patient Square Capital's financing efforts and their latest timing, including a standstill in the negotiations with their prospective lead lender earlier in the day. The Board discussed the timing of the financing and its relation to finalizing the transaction documents and announcing a transaction in advance of the Company's upcoming earnings call for the quarter and fiscal year ended June 30, 2025. Representatives of Goldman Sachs relayed the updates from Patient Square Capital indicating that the latter was actively working towards arranging financing alternatives and remained optimistic that the parties would be able to finalize a deal ahead of the earnings call. The representatives of Wachtell Lipton present at the meeting provided an update on the status of the draft transaction agreements and the revised drafts Wachtell Lipton was planning to share with Kirkland & Ellis later in the day. The Board expressed concerns around the terms of the CVR agreement which, in their view, had not sufficiently improved despite continued efforts to negotiate among the parties and concerns about the ability of stockholders to ultimately realize the value of the Company represented by the CVR based on the timing of payment, the risks to achieving the FY28 Adjusted EBITDA Forecast and the lack of certain enforcement mechanisms deemed important for the protection of the CVR holders. The Board instructed the advisors to move forward with finalizing the transaction documents, which would need to include a CVR agreement on acceptable terms to the Board, while the parties awaited further

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developments concerning the details of Patient Square Capital's financing. On August 15, 2025, the closing price of Company Class A common stock was $24.95 per share.

Following the Board meeting on August 15, 2025, representatives of Wachtell Lipton shared revised drafts of the merger agreement and CVR agreement with Kirkland & Ellis. The draft of the merger agreement proposed a reverse termination fee equal to 7% of the Company's equity value payable by Patient Square Capital to the Company under certain circumstances, and a fiduciary termination fee of 2.75% of the Company's equity value payable by the Company to Patient Square Capital under certain circumstances, and indicated that deletion of the "go shop" provision is subject to continued negotiation of and the Company's satisfaction with the terms of the no solicitation and fiduciary-out provisions. The draft of the CVR agreement provided for enhanced protection for the Company's stockholders through a requirement of diligent efforts to operate the Company's business, including treating achievement of the FY28 Adjusted EBITDA Forecast as a material factor in any incentive-based compensation that applies to executives of the Company after the closing, precise definitions for calculating the proposed CVR milestones, including the effect of operational changes, increased enforcement rights for the holders of the CVRs and indemnification and reimbursement obligations on the part of Patient Square Capital and the surviving company.

On August 16, 2025, members of the Company's management, together with representatives of Patient Square Capital, met by teleconference, with representatives of Wachtell Lipton, Kirkland & Ellis and Goldman Sachs. Patient Square Capital explained that while their efforts to obtain financing on acceptable terms were ongoing, they wanted to work towards resolving any open points in the definitive transaction documents. Among other things, the parties discussed the Company's concerns with respect to the proposed CVR structure. Members of the Company's management and representatives of Wachtell Lipton noted that the protections for the CVR holders designed to maximize the possibility of payment and the enforceability of the CVR are of crucial importance to the Board in determining how much value to ascribe to the CVR instrument and therefore to the Board's ultimate willingness to approve a potential transaction. In particular, they communicated the Board's concern over the value of the CVR in light of the difficulty in defining, monitoring and ultimately enforcing the rights of the former Company stockholders over the long tail period following the closing of the potential transaction. The parties discussed different proposals regarding potential enforcement rights structures but were unable to come to a mutually agreeable position on this aspect of the CVR during the meeting.

On August 17, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath and Wachtell Lipton and members of the Company's management in attendance. The Company's management discussed with the Transaction Committee that Patient Square Capital had not yet secured committed financing in connection with the potential transaction and that it was unlikely that Patient Square Capital would have committed financing on acceptable terms in place prior to the announcement of the Company's earnings on August 19, 2025. The Transaction Committee discussed with the Company's management and advisors proceeding with the earnings announcement as planned. The Transaction Committee acknowledged the recent stock performance of the Company and the anticipated dividend payment as positive indicators on the Company's current value and its intent to prevent any further distraction to the Company's management as the potential transaction remained uncertain. Following discussion, the Transaction Committee directed the Company's management to proceed with business as usual pending the negotiation of a potential transaction on acceptable terms.

On August 17, 2025, following the meeting of the Transaction Committee, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton and members of the Company's management in attendance. Representatives of Wachtell Lipton and management discussed the details of the meeting held the prior day between the Company and its representatives and Patient Square Capital and its representatives and key outstanding items in the transaction documents. Members of management provided an update on discussions with Patient Square Capital since the last Board meeting. The Board discussed Patient Square Capital's timing for the financing of the potential transaction and the update that Patient Square Capital would not have committed financing on acceptable terms in place prior to the Company's upcoming earnings call

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for the quarter and fiscal year ended June 30, 2025. Members of management discussed the latest communication from representatives of Patient Square Capital that they were continuing their efforts to secure financing on acceptable terms for the potential transaction by the end of the week of August 18, 2025. Management recommended to the Board that representatives of Goldman Sachs convey an end-of-month deadline to Patient Square Capital to secure financing for the transaction. The Board, members of management and representatives of each of Goldman Sachs and BofA Securities discussed the increase in the trading price and trading volume of Company Class A common stock in recent weeks. Following the discussion of the status of the potential transaction, management provided an update on the plan for the upcoming earnings release. The Board determined that the Company would proceed with the planned earnings release and would declare and announce the regular quarterly dividend payment to stockholders, and authorized the representatives of Goldman Sachs to convey an end-of-month deadline to Patient Square Capital to secure financing for the transaction.

On August 18, 2025, the Company announced a cash dividend of $0.21 per share of Company Class A common stock, payable on September 15, 2025 to Company stockholders of record as of the close of business on September 1, 2025. Also on August 18, 2025, the Company's external communications consultants received a media outreach regarding a potential transaction involving the Company. The Company declined to comment. On August 18, 2025, the closing price of Company Class A common stock was $24.43 per share.

On August 20, 2025, the Company received another outreach from the same media outlet inquiring about details of a potential transaction. The Company declined to comment. On August 20, 2025, the closing price of Company Class A common stock was $25.55 per share.

Over the following weeks, representatives of Goldman Sachs and Patient Square Capital continued to discuss Patient Square Capital's efforts to arrange financing on acceptable terms. Patient Square Capital continued to express an interest in a potential transaction and provided periodic updates on their continued efforts to secure financing on acceptable terms to facilitate a transaction.

On August 26, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Representatives of Goldman Sachs updated the Transaction Committee on the status of Patient Square Capital's financing in connection with the potential transaction, indicating that Patient Square Capital had pursued direct lending and traditional bank financing options over the past week and was continuing to make progress toward securing a committed financing. Given the pending status of Patient Square Capital's financing, the Transaction Committee and the Company's management discussed refraining from significant further engagement with Patient Square Capital until there was financing certainty. The Transaction Committee also discussed the delay in the transaction timeline as well as the recent performance of the Company's stock-irrespective of whether such performance was attributable to recent market rumors-and whether those developments could serve as the basis to renegotiate the merger consideration in favor of the Company's stockholders. The Transaction Committee authorized the Company's management to seek additional upfront cash from Patient Square Capital, potentially in exchange for the reduction-if not elimination-of the CVR component of the merger consideration, particularly in light of the parties' continued difficulties in reaching agreement on mutually acceptable terms on the CVR agreement. During the meeting, a representative of BofA Securities indicated that such representative had received an outreach from a different media outlet regarding a potential transaction involving the Company and they had declined to comment. On August 26, 2025, the closing price of Company Class A common stock was $25.86 per share.

On August 28, 2025, Patient Square Capital informed representatives of Goldman Sachs that they were close to securing the requisite financing on acceptable terms to proceed with a transaction, subject to the satisfactory bringdown of due diligence and negotiation of final transaction documentation, including coming to a resolution over the terms of the CVR.

On September 1, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's

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management in attendance. At the Transaction Committee's request, representatives of each of BofA Securities and Goldman Sachs reviewed with the Transaction Committee their respective preliminary financial analyses of the Company, and the Company's management provided an overview of the long-range plan, as further described in the section of this proxy statement entitled "-Certain Financial Forecasts" and the ability to achieve the long-range plan. The Transaction Committee discussed the status of Patient Square Capital's financing, possible reengagement with Patient Square Capital and proposed terms of the merger consideration. The Transaction Committee, the Company's management and the advisors expressed significant concerns about proceeding with a CVR component in a potential transaction, particularly at this stage of the transaction process in light of the fact that, in their view, despite continued efforts to negotiate among the parties, the current draft of the CVR agreement continued to contain limited recourse mechanisms for holders of the CVRs, including a lack of sufficient funding arrangements to address post-closing disputes and the enforcement of the CVR agreement. The Transaction Committee, the Company's management and representatives of each of BofA Securities and Goldman Sachs discussed the Company's recent stock performance and the degree to which the stock run-up could be attributable to market rumors as opposed to the Company's earnings announcement. Following extensive discussions, the Transaction Committee strongly supported the possibility of negotiating to eliminate the CVR component of the merger consideration in exchange for a higher upfront cash price to ensure certainty of value for the Company's stockholders.

On September 3, 2025, Messrs. Alkire and Coleman met with a representative of Patient Square Capital in person and discussed the Company's business and Patient Square Capital's continued interest in a potential transaction.

On September 4, 2025, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Representatives of Goldman Sachs provided an update on the status of discussions with Patient Square Capital, reporting that Patient Square Capital had indicated that their efforts to secure financing continued to progress positively and that Patient Square Capital expected to work towards resolution of any remaining transaction issues in short order after finalizing its financing structure. The Board discussed the value of the CVR and the significant enforcement barriers posed by the dispersed stockholder base, particularly in light of the challenges posed by basing the payments on the FY28 Adjusted EBITDA Forecast. Representatives of Wachtell Lipton advised the Board on the importance of the enforcement protections proposed by Wachtell Lipton which, in Wachtell Lipton's view, would be needed to provide an adequate opportunity for former Company stockholders to enforce their rights under a CVR agreement. In addition, the Board discussed the negotiations with respect to the definition of the adjusted EBITDA and the difficulties the parties were facing with alignment on definitions and calculation principles for the purposes of calculating the FY28 Adjusted EBITDA Forecast. The Board further discussed whether the increase in the trading price and trading volume of Company Class A common stock in recent weeks coupled with the multiple instances of media outreach to the Company, indicated the existence of leaks or rumors in the market impacting the Company's stock price, despite the absence of a published leak. Following discussions on the proposed terms of the CVR agreement, the Board determined that the CVR as proposed by Patient Square Capital results in significant risks to the Company's stockholders and should be discounted accordingly. As a result, the Board determined that stockholder value would be maximized by negotiating the highest possible all-cash offer in lieu of a transaction which included the proposed CVR. Following further discussions with members of management and its financial and legal advisors, the Board instructed Goldman Sachs to propose a counter offer for an all-cash acquisition with a price of $28.50 per share and eliminating the CVR. On September 4, 2025, the closing price of Company Class A common stock was $26.28 per share.

On September 5, 2025, Bloomberg published an article stating that Patient Square Capital was exploring taking the Company private and that Patient Square Capital was working to raise financing for the potential transaction. The proposed purchase price was not included in the report. On September 5, 2025, the closing price of Company Class A common stock was $25.85 per share.

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Following several discussions among representatives of Goldman Sachs and Patient Square Capital, on September 6, 2025, Patient Square Capital informed representatives of Goldman Sachs that it would be prepared to move forward on the basis of a best and final proposal to acquire 100% of the Class A common stock of the Company for a per share all-cash price of $28.25 per share, subject to the negotiation of definitive transaction documents (the "fourth proposal"). Patient Square Capital contended that the $0.21 dividend declared by the Company on August 19, 2025 should be taken into account as additional value to the Company's stockholders that would not be available had a transaction been signed in August, that this represented its best and final offer, and that Patient Square Capital is ready to cease negotiation and would not proceed with a potential transaction if there is any further negotiation on price.

On September 7, 2025, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. Management provided an update on the transaction since the last Board meeting. Among other things, the Board discussed the terms of the fourth proposal from Patient Square Capital and the recent leak of the potential transaction published on Bloomberg on September 5. The Board noted the fact that the leak and details of a potential transaction did not result in a significant increase in the trading price. Representatives of Goldman Sachs provided an overview of the fourth proposal and the premium to stockholders. Members of management discussed Patient Square Capital's fourth proposal in the context of the Company's long-range plan, including the costs (including the cost of strategic and operational transparency to competitors) associated with keeping the Company public and the likelihood of meeting the forecasts of the Company's long-range plan given capital requirements, talent acquisition requirements, the current regulatory and financial pressures on the industry and growing competition. Representatives of Wachtell Lipton discussed the process for stockholder approval and completion of the potential transaction. Following further discussions, the Board determined to move forward with the transaction in light of the fourth proposal and instructed the advisors to continue negotiations with Patient Square Capital and to finalize the transaction documents. On September 7, 2025, the closing price of Company Class A common stock was $25.85 per share.

On September 10, 2025, representatives of Kirkland & Ellis submitted revised drafts of the merger agreement and the Company's disclosure schedules, equity commitment letter and limited guaranty to representatives of Wachtell Lipton, which showed significant progress on the few remaining open items and reflected the discussions between the parties in the preceding week.

On September 11, 2025, representatives of Kirkland & Ellis submitted an updated markup of the merger agreement, which included a marketing period to provide for a bond financing as a portion of the transaction's debt financing as well as a provision that, without the consent of Patient Square Capital, the closing could not occur before January 27, 2026 (the "inside date").

On September 12, 2025, representatives of Wachtell Lipton sent an updated markup of the merger agreement to Kirkland & Ellis, which included a deletion of the inside date concept altogether. Later in that day, representatives of Kirkland & Ellis and representatives of Wachtell Lipton negotiated the remaining open points in the merger agreement, including with respect to the marketing period and the inside date. Representatives of Kirkland & Ellis conveyed that Patient Square Capital would not agree to close the transaction between November 26, 2025 and January 27, 2026 due to the impact of the projected net working capital positions of the Company during such period on Patient Square Capital's financing. Representatives of Patient Square Capital delivered the same message to representatives of Goldman Sachs over several conversations during the same period.

Over the next few days, the parties continued to negotiate the transaction documents through their respective legal advisors.

On September 15, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the

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Company's management in attendance. Wachtell Lipton reviewed the status of the near-final transaction documentation and the remaining open points, as well as the agreed fiduciary termination fee of 2.75% of the Company's equity value payable by the Company to Patient Square Capital under certain circumstances and reverse termination fee of 7.00% of the Company's equity value payable by Patient Square Capital to the Company under certain circumstances. Representatives of Wachtell Lipton also walked through an illustrative timeline to closing and the proposed structure of Patient Square Capital's financing, comprising a combination of a senior bank facility and a bond offering on the debt side, in addition to the equity financing from Patient Square Capital. The Transaction Committee, the Company's management and the advisors discussed next steps toward finalizing the transaction agreements and the proposed transaction. On September 15, 2025, the closing price of Company Class A common stock was $26.51 per share.

Immediately following the meeting of the Transaction Committee, the Board held a meeting via videoconference with members of the Company's management and representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs in attendance. The representatives of Goldman Sachs provided an update on events since the Board had last met. The representatives of Wachtell Lipton summarized open issues in the merger agreement with Patient Square Capital, including the inside date. The Board discussed the expected timing for the consummation of the potential transaction with representatives of Wachtell Lipton, including the likelihood of being able to close before January 27, 2026 in the absence of an inside date, the incremental risks posed by such an inside date and potential mitigating strategies. After discussions, the Board instructed Wachtell Lipton to negotiate to minimize the duration of any marketing period and inside date. The Board and others present discussed next steps with respect to negotiation of final terms.

On September 18, 2025, representatives of Kirkland & Ellis shared a draft of the financing papers, including the debt commitment letter, with representatives of Wachtell Lipton. Representatives of Wachtell Lipton provided comments on the financing papers to Kirkland & Ellis on the same day.

From September 18, 2025 to September 21, 2025, representatives of Wachtell Lipton and representatives of Kirkland & Ellis continued to trade drafts of the transaction documents and finalize key open points. The parties ultimately agreed on a definitive draft of the merger agreement, summarized in the section of this proxy statement entitled "The Merger Agreement," which included a reverse termination fee equal to 7% of the Company's equity value payable by Patient Square Capital to the Company under certain circumstances, no marketing period, a provision which provides if the closing has not occurred by November 26, 2025, the closing would not occur prior to January 27, 2026 without Patient Square Capital's consent and a fiduciary termination fee of 2.75% of the Company's equity value payable by the Company to Patient Square Capital under certain circumstances.

On September 21, 2025, the Transaction Committee held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance. The purpose of the meeting was to discuss and consider whether to recommend that the Board approve the merger agreement and the transactions contemplated thereunder. Representatives of Wachtell Lipton provided a summary of the proposed merger agreement, including the transaction structure and customary closing conditions, the favorable termination fees that the advisors had been able to negotiate as part of the deal protection package, and the favorable nature of the merger agreement as a whole to the Company. At the Transaction Committee's request, representatives of each of BofA Securities and Goldman Sachs reviewed with the Transaction Committee its respective financial analyses of the merger consideration and indicated that, at the Board meeting following this meeting of the Transaction Committee, each would be prepared to deliver its respective oral opinion regarding the fairness, from a financial point of view, of the merger consideration to be received in the merger and subsequently would deliver a written opinion. The Transaction Committee also determined that, for purposes of exercising the ultimate decision of whether to approve or disapprove of a potential transaction with Patient Square Capital, the members of the Board were independent and disinterested and did not have an interest in a potential transaction with Patient Square Capital that was different from the Company's stockholders generally, other than any interest that the Transaction

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Committee deemed to be immaterial. Following further discussion, during which the members of the Transaction Committee considered the matters reviewed and discussed at that meeting and prior meetings of the Transaction Committee and the Board, including factors described under the sections of this proxy statement entitled "-Reasons for the Merger" and "Recommendations of the Board," the Transaction Committee unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of the Company and the stockholders and (2) recommended to the Board that it approve the merger agreement and the transactions contemplated by the merger agreement.

On September 21, 2025, immediately following the meeting of the Transaction Committee, the Board held a meeting via videoconference with representatives of each of Cravath, Wachtell Lipton, BofA Securities and Goldman Sachs and members of the Company's management in attendance to discuss and consider whether to approve entry into definitive transaction documents providing for a merger of the Company with and into an affiliate of Patient Square Capital. Representatives of Wachtell Lipton reviewed with the Board its fiduciary duties under Delaware law in connection with a potential sale of the Company. Representatives of Wachtell Lipton also summarized the proposed merger agreement, including terms such as the treatment of equity awards, closing conditions, non-solicit obligations, regulatory efforts, the Company's covenants, and termination rights, among others, as well as the terms of the proposed financing documents, including the equity commitment letter and the limited guaranty. At the Board's request, representatives of Goldman Sachs reviewed and discussed with the Board Goldman Sachs's financial analysis regarding the proposed merger consideration and, at the request of the Transaction Committee, described Goldman Sachs's oral opinion rendered to the Transaction Committee, which was subsequently confirmed by delivery of a written opinion dated September 21, 2025, that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders of Company Class A common stock (other than Parent and its affiliates), pursuant to the merger agreement was fair, from a financial point of view, to such holders, as further described in the section of this proxy statement entitled "The Merger-Opinions of the Company's Financial Advisors." Also at this meeting, representatives of BofA Securities reviewed with the Board its financial analysis of the merger consideration and delivered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated September 21, 2025, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received in the merger by holders of Company Class A common stock (other than the excluded shares), was fair, from a financial point of view, to such holders, as further described in the section of this proxy statement entitled " -Opinion of the Company's Financial Advisors-Opinion of BofA Securities."

Following discussion, including taking into account the factors described in greater detail in the section of this proxy statement entitled " -Reasons for the Merger," the Board, acting on the recommendation of the Transaction Committee, by unanimous vote of the Company's directors, (1) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders; (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) 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 and any other transaction contemplated thereby; (4) directed that the Company submit the adoption of the merger agreement to a vote of the Company's stockholders; and (5) resolved to recommend that the Company's stockholders adopt the merger agreement.

Following the meeting of the Board, representatives of the parties executed the merger agreement and the other transaction documents early on September 21, 2025. Before the opening of the market on September 22, 2025, the Company issued a press release announcing the transaction.

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Recommendation of the Board

At the special meeting of the Board on September 21, 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:

Reasons for the Merger

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 September 21, 2025, unanimously (1) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders; (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) 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 and any other transaction contemplated thereby; (4) directed that the Company submit the adoption of the merger agreement to a vote of the Company's stockholders; and (5) resolved to recommend that the Company's stockholders adopt the merger agreement. Accordingly, the Board recommends that the Holders vote "FOR" the merger agreement proposal, "FOR" the advisory 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):

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During 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):

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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 stockholders 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) determine that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders; (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) 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 and any other transaction contemplated thereby; (4) direct that the Company submit the adoption of the merger agreement to a vote of the Company's stockholders; and (5) resolve to recommend that the Company's stockholders adopt 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."

Certain Financial Forecasts

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, BofA Securities and Goldman Sachs (the Company's financial advisors) and Patient Square in connection with the discussions concerning the proposed merger.

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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 Patient Square, 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, BofA Securities and Goldman Sachs, Patient Square 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 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 Patient Square 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. Ernst & Young 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, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young 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 BofA Securities and Goldman Sachs and were used and relied on by BofA Securities and Goldman Sachs in connection with the rendering their respective opinions and performance of their respective financial analyses in

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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, Goldman Sachs or BofA Securities 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 Patient Square 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 PATIENT SQUARE 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 material estimates and assumptions made by the Company's management in connection with the Financial Forecasts include:

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The Company's management prepared nonpublic, unaudited prospective financial information for fiscal years 2026 through 2039 (the "Financial Forecasts"). The Financial Forecasts from 2026 through 2030 were prepared in connection with management's long-range plan for the Company, excluding the Contigo Health business, and reviewed by the Board, in the ordinary course of business as part of its strategic planning. The Financial Forecasts from 2031 through 2039 were extended by management.

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 Class A common stock and holders of Exchangeable Shares adopt the merger agreement and were approved by the Company for use and reliance by BofA Securities and Goldman Sachs in connection with presenting their respective financial analyses to the Board on September 21, 2025 and performing their respective financial analysis in connection therewith, followed with the rendering and delivery to the Board of their respective opinions each dated as of September 21, 2025, as summarized in the section of this proxy statement entitled "-Opinions of the Company's Financial Advisors." The Financial Forecasts from FY2026 to FY2030 were also made available to Patient Square.

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 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 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 Class A common stock.

Opinions of the Company's Financial Advisors

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion to the Board that, as of September 21, 2025 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders of Company Class A common stock (other than Parent and its affiliates) pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated September 21, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in

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connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its merger consideration. Goldman Sachs' opinion is not a recommendation as to how any holder of Company Class A common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

certain publicly available research analyst reports for the Company; and

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Company Class A common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain take-private transactions of U.S. based companies; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with the Company's consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company's consent that the forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the Company or on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs' opinion does not address the underlying business decision of the Company to engage in the transaction or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction. Goldman Sachs' opinion addresses only the fairness from a financial point of view to the holders of Company Class A common stock (other than Parent and its affiliates), as of the date of the opinion, of the merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs' opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or

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instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including 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 class of such persons in connection with the merger, whether relative to the merger consideration to be paid to the holders of Company Class A common stock (other than Parent and its affiliates) pursuant to the merger agreement or otherwise. Goldman Sachs' opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Company Class A common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the merger, or as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 19, 2025, the last trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs analyzed the consideration to be paid to holders of Company Class A common stock (other than Parent and its affiliates) pursuant to the merger agreement in relation to (i) the closing price per share of Company Class A common stock on September 19, 2025, (ii) the closing price per share of Company Class A common stock on September 5, 2025, the last trading day before Bloomberg reported that Patient Square was exploring a potential acquisition of the Company, (iii) the 52-week high closing trading price per share of Company Class A common stock as of September 5, 2025 (the "Undisturbed 52-Week High"), (iv) the 52-week low closing trading price per share of Company Class A common stock as of September 5, 2025,(v) the volume weighted average price (the "VWAP") of the Company Class A common stock for the preceding 30-trading day period ending September 5, 2025, (vi) the VWAP of the Company Class A common stock for the preceding 60-trading day period ending September 5, 2025, (vii) the VWAP of the Company Class A common stock for the preceding 90-trading day period ending September 5, 2025 and (viii) the median analyst price target per share of Company Class A common stock.

This analysis indicated that the price per share of Company Class A common stock to be paid to the holders of Company Class A common stock (other than Parent and its affiliates) pursuant to the merger agreement represented:

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Illustrative Discounted Cash Flow Analysis. Using the forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Company Class A common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.5% to 10.5%, reflecting estimates of the Company's weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2025 (i) estimates of unlevered free cash flow for the Company for the fiscal years 2026 through 2039 as reflected in the forecasts and (ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 1.0% to 2.0%, to a terminal year estimate of the unlevered free cash flow to be generated by the Company, as reflected in the forecasts (which analysis implied terminal year EV/EBITDA multiples ranging from 5.3x to 7.9x). In addition, using discount rates ranging from 8.5% to 10.5%, reflecting an estimate of the Company's weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2025 the estimated benefits of the Company's net operating losses ("NOLs"), or for the fiscal years 2026 through 2039, which includes NOLs generated from tax amortization benefits as reflected in the Forecasts. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model ("CAPM"), which requires certain company-specific inputs, including the Company's target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company's total debt and added the amount of the Company's cash and cash equivalents and investment in unconsolidated affiliates, in each case, as provided by and approved for Goldman Sachs' use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding Company Class A common stock, as provided by and approved for Goldman Sachs' use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share of Company Class A common stock ranging from $27.59 to $36.58.

Illustrative Present Value of Future Share Price Analysis. Using the forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company Class A common stock. For this analysis, Goldman Sachs first calculated the impliedenterprise value for the Company as of June 30 for each of the fiscal years 2026 through 2028, by applying a range multiples of illustrative enterprise value ("EV") to next twelve month ("NTM") EBITDA ("EV/NTM EBITDA") of 7.0x to 9.0x to estimates of the Company's EV/NTM EBITDA for each of the fiscal years 2026 through 2028. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for the Company.

Goldman Sachs then subtracted the amount of the Company's total debt and added the amount of the Company's cash and cash equivalents and investment in unconsolidated affiliates for each of the fiscal years 2026 to 2028, each as provided by and approved for Goldman Sachs' use by the management of the Company, from the respective implied enterprise values in order to derive a range of illustrative equity values as of June 30 for the Company for each of the fiscal years 2026 to 2028. Goldman Sachs then divided these implied equity

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values by the projected year-end number of fully diluted outstanding Company Class A common stock each of fiscal years 2026 to 2028, calculated using information provided by and approved for Goldman Sachs' use by the management of the Company, to derive a range of implied future values per share of Company Class A common stock. Goldman Sachs then added the cumulative dividends per share of Company Class A common stock expected to be paid to holders of Company Class A common stock through the end of each of fiscal years 2026 to 2028, using the forecasts. Goldman Sachs then discounted these implied future equity values per share of Company Class A common stock to September 19, 2025, using an illustrative discount rate of 10.2%, reflecting an estimate of the Company's cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $22.18 to $30.86 per share of Company Class A common stock.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash U.S. LBO transactions announced from January 1, 2018 through September 19, 2025 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $2 billion and $5 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 79 transactions relative to the target's last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 32% across the period. This analysis also indicated a 25th percentile premium of 21% and 75th percentile premium of 47% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 21% to 47% to the undisturbed closing price per share of Company Class A common stock of $25.85 as of September 5, 2025 and calculated a range of implied equity values per share of Company Class A common stock of $31.28 to $37.91.

Goldman Sachs also calculated the 25th percentile and 75th percentile premia of the price paid in the transactions relative to the target's Undisturbed 52-Week High. This analysis indicated a 25th percentile premium of (15)% and a 75th percentile premium of 12% across the period. Using this analysis and its professional judgment and experience, Goldman Sachs applied a range of illustrative premia of (15)% to 12% to the undisturbed 52-Week high as of September 5, 2025 and calculated a range of implied equity values per share of Company Class A common stock of $22.46 to $29.46.

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 set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Parent or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Company Class A common stock of the merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The merger consideration was determined through arm's-length negotiations between the Company and Parent and was approved by the Board. Goldman Sachs provided advice to the Company during these

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negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or its Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described in the section of this proxy statement titled "-Recommendation of the Board of Directors and Reasons for the Merger", Goldman Sachs' opinion to the Board was one of many factors taken into consideration by the Board of the Company in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates (collectively, "Goldman Sachs Affiliated Entities") are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Patient Square Capital, an affiliate of Parent, and any of their respective affiliates, and as applicable, portfolio companies (collectively, "Relevant Parties"), or any currency or commodity that may be involved in the merger contemplated by the merger agreement. Goldman Sachs Investment Banking has an existing lending relationship with funds managed by Patient Square, including the Patient Square Fund. Goldman Sachs has acted as financial advisor to the Company in connection with, and has participated in certain of the negotiations leading to, the merger contemplated by the merger agreement. During the two-year period ended September 21, 2025, Goldman Sachs Investment Banking has not been engaged by the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Patient Square and its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to a consortium that includes Patient Square, in connection with its acquisition of Syneos Health, Inc. in September 2023; as lead arranger in connection with a bank loan to Star Parent, Inc., an affiliate of Patient Square, in connection with the acquisition of Syneos Health, Inc. by a consortium that includes Patient Square in September 2023; as book runner in connection with a bridge facility to Star Parent, Inc., an affiliate of Patient Square, in connection with the acquisition of Syneos Health, Inc. by a consortium that includes Patient Square in September 2023; and as lead bookrunner for the issuance of senior secured notes by an affiliate of Patient Square in connection with the acquisition of Syneos Health, Inc. by a consortium that includes Patient Square in September 2023. During the two-year period ended September 21, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Patient Square and/or its affiliates and portfolio companies of approximately $20 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Parties and their respective affiliates and/or as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of September 21, 2025, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates (excluding any significant shareholder and its other affiliates), (ii) no direct GS Principal Investment in Patient Square and/or its Related Entities (as defined below) (but excluding any significant shareholder and its other affiliates) and (iii) no direct GS Principal Investment in Patient Square Equity Partners II, L.P.As of September 21, 2025, funds managed by affiliates of Goldman Sachs were not co-invested with Patient Square and/or its affiliates and were not invested in equity interests of funds managed by affiliates of Patient Square. Such funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Patient Square and/or their respective affiliates or funds managed thereby in the future.

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On the public side of Goldman Sachs' informational wall (the "Public Side") and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, "Market Making Activities"), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of the proxy statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third-party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients ("GS Client Funds"), which funds can co-invest alongside, and/or make Investments in, the Relevant Parties or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

Related Entities are, as applicable, a person or entity's subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated May 28, 2025, the Company engaged Goldman Sachs to act as its financial advisor in connection with the contemplated merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $29.6 million, all of which is contingent upon consummation of the merger. Goldman Sachs may receive an additional fee of up to $5.4 million at the Company's sole discretion. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Opinion of BofA Securities, Inc.

The Company has retained BofA Securities to act as the Company's financial advisor in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as the Company's financial advisor in connection with the merger on the basis of BofA Securities' experience in transactions similar to the merger, its reputation in the investment community and its familiarity with the Company and its business.

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On September 21, 2025, at a meeting of the Board held to evaluate the merger, BofA Securities delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated September 21, 2025, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received in the merger by holders of Company Class A common stock (other than the excluded shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities' written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this document and is incorporated by reference herein in its entirety. The following summary of BofA Securities' opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Securities' opinion does not address any other terms or other aspects of the merger (other than the merger consideration to the extent expressly specified in such opinion), including, without limitation, the form or structure of the merger or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise, and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the merger. BofA Securities' opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

In connection with rendering its opinion, BofA Securities:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and 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 or data inaccurate or misleading in any material respect. With respect to the Management Projections and Tax Attributes, BofA

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Securities was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. BofA Securities relied, at the direction of the Company, on the assessments of the management of the Company as to the ability to utilize the Tax Attributes. BofA Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company or any other entity, nor did it make any physical inspection of the properties or assets of the Company or any other entity. BofA Securities did not evaluate the solvency or fair value of the Company, Parent or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company, Parent or any other entity or the contemplated benefits of the merger. BofA Securities also assumed, at the direction of the Company, that the final executed merger agreement would not differ in any material respect from the draft merger agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger or any terms, aspect or implications of any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise.BofA Securities was not requested to, and it did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of the Company or any alternative transaction. BofA Securities' opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Company Class A common stock (other than the excluded shares) and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the merger. In addition, BofA Securities did not express any view or opinion with respect to, and it relied, with the consent of the Company, upon the assessment of the Company and its representatives regarding legal, regulatory, accounting, tax and similar matters relating to the Company or any other entity and the merger (including the contemplated benefits thereof) as to which BofA Securities understood that the Company obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any other matter.

BofA Securities' opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. The credit, financial and stock markets were experiencing unusual volatility and BofA Securities expressed no opinion or views as to any potential effect of such volatility on the Company or the merger. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities' opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, the Company imposed no other instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The following represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion. The financial analyses summarized below include information

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presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Company Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for the Company and the following ten selected publicly traded companies in the healthcare supply chain services and performance services industries (as applicable):

Supply Chain Services Industry

Performance Services Industry

BofA Securities reviewed, among other things, the enterprise value ("EV") for each of the selected publicly traded companies, and for the Company, - calculated as equity values based on closing share prices of the applicable selected company on September 19, 2025, plus debt and debt-like items, preferred equity and non-controlling interest (each, as applicable), less cash and cash equivalents (each, as applicable) - as a multiple of estimated adjusted earnings before interest, taxes, depreciation and amortization, unburdened by stock-based compensation expenses and less certain other non-recurring adjustments ("Adjusted EBITDA"), for, respectively, calendar year 2025 ("CY 2025E Adj. EBITDA") and calendar year 2026 ("CY 2026E Adj. EBITDA"), for the applicable company. Financial data of the selected publicly traded companies were based on public filings, publicly available Wall Street research and analysts' estimates published by FactSet as of September 19, 2025. Financial data of the Company was derived from the Management Projections, equity information provided by the management of the Company, as well as publicly available Wall Street research and analysts' estimates published by FactSet as of September 19, 2025.

The overall low to high CY 2025E Adj. EBITDA multiples observed for the selected publicly traded companies were 6.1x to 13.9x (with a mean of 10.4x and a median of 11.1x), and the overall low to high CY 2026E Adj. EBITDA multiples observed for the selected publicly traded companies were 5.7x to 12.7x (with a mean of 9.5x and a median of 10.2x). BofA Securities then noted that in each case, based on the closing share price (the "Unaffected Share Price") of the Company Class A common stock on September 5, 2025, the last trading date prior to news of Patient Square exploring a take private of the Company (the "Unaffected Date") (i) the CY 2025E Adj. EBITDA multiple observed for the Company was 8.5x based on the Management Projections and 8.8x based on publicly available Wall Street research analysts' estimates, and (ii) the CY 2026E Adj. EBITDA multiple observed for the Company was 8.7x based on the Management Projections and 9.0x based on publicly available Wall Street research analysts' estimates.

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Based on BofA Securities' review of the CY 2025E Adj. EBITDA and CY 2026E Adj. EBITDA multiples observed for the selected publicly traded companies and on its professional judgment and experience, BofA Securities then applied (i) a CY 2025E Adj. EBITDA multiple reference range of 8.0x to 10.5x to the Company's estimated CY 2025E Adj. EBITDA, as reflected in the Management Projections, and (ii) a CY 2026E Adj. EBITDA multiple reference range of 7.0x to 9.5x to the Company's estimated CY 2026E Adj. EBITDA, as reflected in the Management Projections.

BofA Securities then calculated implied equity value per share reference ranges for the Company (rounded to the nearest $0.05) by adding to these ranges of implied EV an estimate of the Company's net cash as of June 30, 2025, as provided by Company management and dividing the result by a number of fully-diluted shares of the Company Class A common stock outstanding (calculated on a treasury stock method basis, based on information provided by Company management).

This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the merger consideration and the Unaffected Share Price:

No selected publicly traded company used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

Selected Precedent Transactions Analysis. BofA Securities reviewed, to the extent publicly available (except for the transactions involving the Company, for which certain information was provided by Company management), financial information relating to the following selected transactions involving acquisitions of companies in the healthcare supply chain services and performance services industries.

BofA Securities reviewed the EV implied for each target company, based on the consideration payable in the selected transaction, as a multiple of each target company's Adjusted EBITDA for the twelve months

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immediately following the applicable transaction ("NTM Adj. EBITDA"). Financial data of the selected transactions were based on public filings, publicly available Wall Street research, analyst estimates and information provided by Company management. The overall low to high EV to NTM Adj. EBITDA multiples of the target companies in the selected transactions were 7.8x and 13.2x (with a mean of 11.2x and a median of 11.6x).

Based on BofA Securities' review of the EV to NTM Adj. EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities then applied an NTM Adj. EBITDA multiple reference range of 8.0x to 12.0x to the Company's estimated fiscal year 2026 Adjusted EBITDA, as reflected in the Management Projections to calculate a range of implied EVs for the Company.

BofA Securities then calculated an implied per share equity value reference range for the Company (rounded to the nearest $0.05) by adding to this range of implied EVs an estimate of the Company's net cash as of June 30, 2025, as provided by Company management, and dividing the result by a number of fully-diluted shares of the Company Class A common stock outstanding (calculated on a treasury stock method basis, based on information provided by Company management).

This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the merger consideration and the Unaffected Share Price:

No company, business or transaction used in this analysis is identical or directly comparable to the Company or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company and the merger were compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of the Company, based on the Management Projections and the Tax Attributes, to calculate a range of implied present values per shares of the Company Class A common stock utilizing estimates of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the period from July 1, 2025 through June 30, 2039, based on the Management Projections, which forecasts incorporated the Tax Attributes. BofA Securities calculated terminal values for the Company by applying a selected range of perpetuity growth rates of 1.00% to 2.00%, based on BofA Securities' professional judgement and experience, to the terminal year unlevered free cash flows based on the Management Projections. The unlevered free cash flows (including the estimated benefits from the Tax Attributes) and the terminal values were then discounted to June 30, 2025, utilizing a mid-year discounting convention and using discount rates ranging from 9.00% to 10.75%, which were based on an estimate of the Company's weighted average cost of capital, derived using the capital asset pricing model.

BofA Securities then calculated an implied equity value per share reference range for the Company (rounded to the nearest $0.05) by adding to this range of implied EVs an estimate of the Company's net cash as of June 30, 2025, as provided by Company management, and dividing the result by a number of fully-diluted shares of the Company Class A common stock outstanding (calculated on a treasury stock method basis, based on information provided by Company management).

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This analysis indicated the following approximate implied per share equity value reference ranges for the Company as compared to the merger consideration and the Unaffected Share Price:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities' financial analyses with respect to its opinion but were referenced solely for informational purposes, including, among other things, the following:

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion and is not a comprehensive description of all

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analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities' analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company and Parent. The estimates of the future performance of the Company in or underlying BofA Securities' analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities' analyses. These analyses were prepared solely as part of BofA Securities' analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the Board in connection with the delivery of BofA Securities' opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities' view of the actual values of the Company.

The type and amount of consideration payable in the merger was determined through negotiations between the Company and Parent, rather than by any financial advisor, and was approved by the Board. The decision to enter into the merger agreement was solely that of the Board. As described above, BofA Securities' opinion and analyses were only one of many factors considered by the Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Board or management with respect to the merger or the merger consideration.

The Company has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee currently estimated to be approximately $13.5 million, $2 million of which was payable upon delivery of BofA Securities' opinion and the remainder of which is payable contingent upon the consummation of the merger. In addition, the Company has agreed to reimburse certain of BofA Securities' expenses arising, and to indemnify BofA Securities against certain liabilities that may arise, out of BofA Securities' engagement.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, certain of its affiliates, Patient Square, and certain of its affiliates and portfolio companies.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to the Company in connection with an M&A transaction, (ii) having acted or acting as a book-running manager for a share repurchase program of the Company, (iii) having acted or acting as a book manager, bookrunner, arranger and/or syndication agent for, and/or as a

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lender under, certain term loans, letters of credit, credit facilities and other credit arrangements of the Company and/or certain of its affiliates, (iv) having provided or providing certain derivatives and other trading services to the Company and/or certain of its affiliates, and (v) having provided or providing certain treasury management products and services to the Company and/or certain of its affiliates. From September 1, 2023 through August 31, 2025, BofA Securities and its affiliates derived aggregate revenues from the Company and certain of its affiliates of approximately $6 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Patient Square and certain of its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to an affiliate and/or portfolio company of Patient Square in connection with an M&A transaction, (ii) having acted or acting as a bookrunner and/or arranger for, and/or as a lender under, certain term loans, letters of credit, credit facilities and other credit arrangements of Patient Square and/or certain of its affiliates and portfolio companies, (iii) having provided or providing certain derivatives, foreign exchange and other trading services to Patient Square and/or certain of its affiliates and portfolio companies, and (iv) having provided or providing certain treasury management products and services to Patient Square and/or certain of its affiliates and portfolio companies. From September 1, 2023 through August 31, 2025, BofA Securities and its affiliates derived aggregate revenues from Patient Square and certain of its affiliates and portfolio companies of approximately $64 million for investment and corporate banking services.

As of September 21, 2025, the date of its BofA Securities' fairness opinion, BofA Securities and its affiliates were working with Patient Square and certain of its affiliates and portfolio companies on one or more investment and corporate banking matters unrelated to the merger and BofA Securities believes, based on the information available to it as of the date of its fairness opinion, that the aggregate revenues BofA Securities and its affiliates will derive from Patient Square and certain of its affiliates and portfolio companies for those concurrent investment and corporate banking services will be more than the fee payable to BofA Securities for its services in connection with the merger. In addition, in the ordinary course of its respective businesses, BofA Securities and its affiliates (including members of BofA Securities' deal team working with the Company on the merger) has pitched, is currently pitching, and/or will continue to pitch, additional investment and corporate banking services unrelated to the merger to Patient Square and certain of its affiliates and portfolio companies but how much, if any, additional investment and corporate banking business and revenues will result from those efforts is subject to numerous factors beyond the control of BofA Securities and its affiliates.

As of the close of trading on September 19, 2025, the last trading day prior to BofA Securities delivering its fairness opinion, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding common stock of the Company having a market value of approximately $5 million as of such date, representing less than 0.5% of the outstanding common stock of the Company as of such date, and (ii) no common equity of Patient Square.

Certain Effects of the Merger

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 Class A common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be canceled and converted into the right to receive $28.25 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

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more information, please see the section of this proxy statement entitled "The Merger-Appraisal Rights." Following the merger, all of the Company Class A 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.

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 Class A common stock are currently registered under the Exchange Act and listed on Nasdaq under the trading symbol "PINC." Following the consummation of the merger, shares of Company Class A common stock will no longer be traded on the Nasdaq or any other public market. In addition, the registration of Company Class A 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 Class A common stock.

Effects on the Company if the Merger Is Not Consummated

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 Class A common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company Class A common stock will continue to be listed and traded on the Nasdaq, the Company Class A common stock will continue to be registered under the Exchange Act, and the Company stockholders will continue to own their shares of Company Class A 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 Class A common stock.

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 Class A common stock, including the risk that the market price of Company Class A common stock may decline to the extent that the current market price of the Company Class A 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 an $66,215,100 termination fee and, under certain other specified circumstances, Parent will be required to pay the Company the Parent termination fee of $168,550,000. Please see the section of this proxy statement entitled "The Merger Agreement-Termination Fees."

Financing of the Merger

We presently anticipate that the total funds needed to complete the merger and the related transactions will be approximately $2.8 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 Class A common stock, (2) make payments in respect of all outstanding Company equity awards payable at the closing of the

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merger pursuant to the merger agreement, (3) repay certain existing outstanding indebtedness of the Company and its subsidiaries and (4) pay fees and expenses related to the merger and related transactions.

Parent has obtained committed financing consisting of (1) equity to be provided by the Patient Square Capital Fund pursuant to the terms of the equity commitment letter and (2) debt financing to be provided by those certain lenders specified in, and party to, the debt commitment letter (the "Lenders"). In connection with the merger agreement, Parent has 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 or other transactions be a condition to any of the obligations of Parent or Merger Sub under the merger agreement.

Accounting Treatment

The Merger will be accounted for as a "business combination" for financial accounting purposes.

Equity Financing

Pursuant to the equity commitment letter, the Patient Square Capital Fund has 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 closing payments. The obligations of the Patient Square Capital Fund to provide the equity financing under the equity commitment letter is subject to a number of conditions, including, but not limited to (1) satisfaction or, to the extent permitted by the merger agreement, waiver by Parent and Merger Sub, as applicable, of each of the conditions to the obligations of Parent and Merger Sub to consummate the merger set forth in Sections 7.1 and 7.2 of the merger agreement (other than those closing conditions that by their nature are to be satisfied at or immediately prior to the closing and would be, if the closing occurs, capable of being satisfied or waived), (2) the substantially concurrent consummation of the merger in accordance with the terms of the merger agreement and (3) the funding of the amounts committed to be funded under the debt commitment letter (or any alternative financing in accordance with the merger agreement) prior to or substantially contemporaneous with the funding of the amounts required to be funded under the equity commitment. We refer to the equity financing described in the preceding sentence as the "equity financing."

The obligation of the Patient Square Capital Fund 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 (however, if, before any purported termination, the Company has commenced an action seeking specific enforcement of the obligations of Parent to consummate the merger or the Patient Square Capital Fund to fund its equity commitment, the termination will not be deemed a valid termination unless so determined in a final, non-appealable resolution of such action and satisfaction by the Patient Square Capital Fund of any obligation finally determined or agreed to be owed by the Patient Square Capital Fund ) and (3) the Company or any of its controlled affiliates asserting a claim (subject to certain exceptions) against Parent, Merger Sub, the Patient Square Capital Fund, the Lenders or any of their respective affiliates, agents or representatives under or otherwise related to the equity commitment letter, the limited guaranty, the merger agreement or the debt commitment letter, or the transactions contemplated thereby or that any provisions of the equity commitment letter limiting the liabilities or obligations of the aforementioned parties are illegal, invalid or unenforceable or that the Patient Square Capital Fund is liable in excess of the maximum commitment set forth in the equity commitment letter.

The Company is an express third-party beneficiary of the equity commitment letter with respect to (i) enforcing the equity commitment letter to cause the Patient Square Capital Fund to fund its commitment under the equity commitment letter substantially contemporaneously with the occurrence of the effective time, (ii) the

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Company's express consent rights with respect to a certain non-affiliate assignment of the Patient Square Capital Fund's obligations, (iii) the Company's express consent right with respect to an amendment of the equity commitment letter and (iv) the Company's express consent right with respect to certain disclosures of the equity commitment letter.

Debt Financing

The debt commitment letter provides that the Lenders will provide, subject only to the terms and 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 first lien term loan facility (together with the Revolving Credit Facility, the "Credit Facility"). The Credit Facility will be used (1) to pay consideration in connection with the merger and any other payments contemplated by the merger agreement, (2) to repay or refinance certain existing outstanding indebtedness of the Company and its subsidiaries, (3) to pay fees and expenses incurred in connection with the merger and related transactions and (4) for working capital and 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):

Limited Guaranty

Pursuant to the limited guaranty, the Patient Square Capital Fund has agreed to guarantee the due, punctual and complete payment 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) interest and any enforcement expenses

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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 its indemnification obligations to the Company and its affiliates in connection with debt financing and the reimbursement obligations of Parent with respect to costs and expenses incurred by the Company in connection with this proxy statement under the terms of the merger agreement and (4) any damages due by Parent to the Company in the event of Parent or Merger Sub's willful breach of the merger agreement. We refer to the obligations set forth in the preceding sentence as the "Guaranteed Obligations." The obligation of the Patient Square Capital Fund under the limited guaranty are subject to an aggregate cap equal to $174,350,000.

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

Appraisal Rights

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 Class A 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 Class A 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 Class A 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 Class A 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 Class A common stock determined under Section 262 could be more than, the same as or less than the merger consideration they

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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 Class A common stock, the words "beneficial owner" means a person who is the beneficial owner of shares of Company Class A 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 Class A 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, (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 surviving corporation 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 Class A 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 Class A 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 Class A 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 Class A common stock who intends to demand appraisal of his, her or its shares of Company Class A 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 surviving corporation

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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 Class A common stock continuously through the effective time; and you must comply with the other applicable requirements of Section 262. Voting or by proxy, against, abstaining from voting on or failing to vote on the adoption and approval of the merger will not constitute a written demand for appraisal as required by Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote.

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:

Premier, Inc.

13520 Ballantyne Corporate Place

Charlotte, NC 28277

Attention: Corporate Secretary

c/o Sheila B. Goulding

A record holder who holds shares of Company Class A 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 Class A common stock covered by such demand. Where the number of shares of Company Class A common stock is not expressly stated, the demand will be presumed to cover all shares of Company Class A common stock outstanding in the name of such record owner. If you hold your shares of Company Class A common stock through a bank, broker or other nominee and you wish such holder, as the holder of record of your shares of Company Class A 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 10 days after the effective time, the surviving corporation must give written notice that the merger has become effective to (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 Class A 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 Class A common stock, demanding a determination of the fair value of the shares of Company Class A 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 Class A common stock. Accordingly, persons who desire to have their shares of Company Class A 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

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corporation a statement setting forth the aggregate number of shares of Company Class A 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 10 days after the written request therefor has been received by the surviving corporation or within 10 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 Class A 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 Class A common stock and who hold shares represented by certificates to submit their certificates of shares of Company Class A 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 Class A 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 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 Class A 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.

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When the fair value of the shares of Company Class A 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 Class A 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 Class A 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 Class A 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

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time. If no petition for appraisal is filed with the Delaware Court within 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.

Interests of the Company's Directors and Executive Officers in the Merger

In considering the recommendation of the Board to vote in favor of the approval of the merger agreement, Company stockholders 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 stockholders. 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 stockholders vote to approve the merger agreement proposal and the advisory compensation proposal. Such interests are described below. The merger will be a "change of 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 Michael Alkire (President and Chief Executive Officer), Glenn Coleman (Chief Financial Officer and Chief Administrative Officer), Craig S. McKasson (former Chief Administrative and Financial Officer), Leigh T. Anderson (former Chief Operating Officer), Andrew Brailo (Chief Commercial Officer), David Klatsky (General Counsel) and David Zito (President, Performance Services). The Company's executive officers who are not named executive officers for purposes of the discussion below are Crystal Climer (Chief Accounting Officer) and Bruce Radcliff (President, Supply Chain Services). Messrs. McKasson and Anderson separated from their respective roles as Chief Administrative and Financial Officer and Chief Operating Officer prior to our entry into the Merger Agreement. For purposes of this disclosure, Mr. Zito is included as a named executive officer given that he is expected to be a named executive officer in the Company's forthcoming Form 10-K/A.

Certain Assumptions

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.

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Treatment of Outstanding Company Equity Awards

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

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 $2,601,849, and the estimated aggregate value of the unvested Company RSU Awards held by all non-employee directors of the Company that are outstanding on the Assumed Closing Date is $1,640,618.

Executive Officer Employment Agreements

The Company has entered into employment agreements with each of its executive officers that provide for the following severance benefits upon a qualifying termination of employment, subject to the executive officer's execution and non-revocation of a release of claims.

Mr. Alkire's employment agreement provides that upon a termination of employment by the Company without cause or by him for good reason within the 24-month period following a change of control, Mr. Alkire is entitled to an amount in cash equal to 2.4 times the sum of (x) his annual base salary at the time of termination plus (y) the higher of (i) his target annual bonus on the date of termination or (ii) the average of his annual bonuses paid in the three-year period preceding the date of termination, payable over 30 months. Mr. Alkire's employment agreement provides for a two-year consulting services arrangement after employment, pursuant to which he is obligated to provide specified services in exchange for a consulting fee equal to one-tenth of his base salary at termination.

Pursuant to their employment agreements, upon a termination by the Company without just cause, or, solely within the 24-month period following a change of control, by the executive due to constructive termination in

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accordance with the provisions of the employment agreement, the Company's other executive officers are entitled to an amount in cash equal to their annual base salary at the time of termination, payable over 12 months. Mr. Coleman's severance benefits also include the payment of an amount equal to his annual target bonus, payable over the same 12-month period.

The Company also maintains a policy of providing its executive officers during the severance period with outplacement services of up to $19,000 and a stipend for medical, dental and vision continuation coverage in an amount equal to the Company's contributions for such coverage on the executive officer's (and his or her eligible dependents', if applicable) behalf during the course of employment.

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 of control. The estimated value of Mr. Alkire's consulting fees are not reflected in the table. Based on the assumptions described above under "-Certain Assumptions," the estimated aggregate value of the severance benefits that executive officers who are not named executive officers would receive upon a qualifying termination of employment following a change of control is $999,934.

Annual Incentive Compensation Plan

Pursuant to the Company Annual Incentive Compensation Plan, if, within two years of a change of control, an executive officer's employment (other than Mr. McKasson) is terminated by the Company without cause or by him or her for good reason before the payment of the executive officer's annual bonus in respect of a plan year, such executive officer will receive his or her annual bonus for such plan year prorated for the portion of the performance period during which the executive officer was employed by the Company, payable based on actual performance on the same date the annual bonus is otherwise paid to the Company's employees.

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 the Company Annual Incentive Compensation Plan upon a qualifying termination of employment following a change of control. The prorated bonuses are determined assuming target level of performance achievement. Based on the assumptions described above under "-Certain Assumptions," the estimated aggregate value of annual bonus payments that executive officers who are not named executive officers would receive upon a qualifying termination of employment following a change of control is $163,423.

Compensation Arrangements with Parent

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, however, certain 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.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, the Company's 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 Agreement-Indemnification and Insurance."

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Quantification of Potential Payments and Benefits to Company's Named Executive Officers in Connection with the Merger

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.

Potential Payments to Named Executive Officers

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

The following discussion is a general summary of U.S. federal income tax considerations to U.S. holders (as defined below) with respect to the disposition of Company Class A common stock for cash pursuant to the merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the merger. 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. We have not sought, and no not intend to seek, any ruling from the IRS with respect to statements made and the conclusions reached in the following discussion. 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 Class A common stock that is (or is treated as), for U.S. federal income tax purposes:

This discussion applies only to U.S. holders of Company Class A 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 Class A 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:

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If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes is a beneficial owner of Company Class A common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner, the status and activities of the partnership and certain determinations made at the partner level. Partnerships holding Company Class A common stock and partners therein should consult their own tax advisors as to the particular U.S. federal income tax consequences to them in light of the merger.

ALL HOLDERS OF COMPANY COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX, THE UNEARNED INCOME MEDICARE CONTRIBUTION TAX, AND ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

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Consequences to U.S. Holders

The receipt of cash by a U.S. holder in exchange for Company Class A common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Company Class A common stock pursuant to the merger will generally recognize gain or loss equal to the difference, if any, between the amount of cash received and such U.S. holder's adjusted tax basis in such shares of Company Class A common stock.

Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the holder's holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company Class A common stock at different times or different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company Class A common stock.

Information Reporting and Backup Withholding

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (currently, at a rate of 24%) with respect to the cash received pursuant to the merger. To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return an IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a "United States person" (within the meaning of the Code), the taxpayer identification number provided is correct, and such U.S. holder is not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be refunded or credited against a holder's U.S. federal income tax liability, if any; provided that such holder furnishes the required information to the IRS in a timely manner.

Regulatory Approvals in Connection with the Merger

Under the merger agreement, Parent, Merger Sub and the Company agreed to use their respective reasonable best efforts to take (or cause to be taken) all actions, do (or cause to be done) all things and assist and cooperate with the other parties in doing (or causing to be done) all things, in each case, as are necessary, proper or advisable pursuant to applicable law to consummate and make effective the merger, including: (1) preparing and filing all documentation necessary to effect all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from governmental authorities, (2) obtaining from governmental authorities any consents, licenses, permits, waivers, approvals, authorizations, clearances or orders advisable or required to be obtained by the Company or Parent, or any of their respective affiliates, including under applicable regulatory laws, (3) avoiding or defending against, as applicable, any lawsuits, actions or other proceedings challenging the merger agreement or challenging, hindering, impeding, interfering with or delaying the consummation of the merger and other transactions contemplated under the merger agreement under any regulatory law, (4) as promptly as reasonably practicable, and within 20 business days of September 21, 2025, making all necessary filings under the HSR Act, and (5) as promptly as reasonably practicable, making any other required or advisable registrations, declarations, submissions and filings with governmental authorities, in each case, that are required under the Exchange Act, any other applicable federal or state securities laws, and any other applicable law.

HSR Act Clearance

Consummation of the merger is subject to the requirements of the HSR Act and the rules promulgated thereunder by the FTC, which prevent transactions such as the merger from being consummated until (1) certain information and materials are furnished to the DOJ and the FTC and (2) the applicable waiting period is terminated early or expires. At any time before or after consummation of the merger, notwithstanding the

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

Delisting and Deregistration of the Company Common Stock

Parent and the Company have agreed to cooperate with each other to cause the Company Class A common stock to be delisted from the Nasdaq and deregistered under the Exchange Act, as promptly as practicable following the effective time.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is important to you, and is qualified in its entirety by the full merger agreement, as attached to this proxy statement as Annex A. We recommend that you read the merger agreement carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Parent, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide the Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See the section of this proxy statement entitled "Where You Can Find Additional Information."

The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement.

Effect of the Merger

The merger agreement provides that, upon the terms and subject to the conditions of the merger agreement, and the applicable provisions of the DGCL, at the effective time, Merger Sub will be merged with and into the

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Company, whereupon the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the merger. As a result of the merger, the surviving corporation will become a wholly owned subsidiary of Parent, and Company Class A common stock will no longer be publicly traded. In addition, Company Class A common stock will be delisted from Nasdaq and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and the Company will no longer file periodic reports with the SEC. If the merger is consummated, each share of Company Class A common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be cancelled and automatically converted into the right to receive the merger consideration. The effective time will occur upon the filing of a certificate of merger with, and the acceptance of such filing by, the Secretary of State of the State of Delaware (or at such later time as the Company, Parent and Merger Sub may agree in writing and specify in the certificate of merger).

Closing and Effective Time

The closing will take place on or about 8:00 am (New York time) on the third business day following the day on which the last of the conditions to the closing (described in the section of this proxy statement entitled "-Conditions to the Closing of the Merger") (other than those conditions to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) has been satisfied or waived; provided, that, notwithstanding the foregoing, if the closing has not occurred on or prior to November 26, 2025, then, unless otherwise agreed by Parent in writing, in no event will the closing occur prior to January 27, 2026. On the closing date, the Company will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance for record of the certificate of merger, or such later time as may be agreed by the parties and specified in the certificate of merger.

Certificate of Incorporation; Bylaws; Directors and Officers

From and after the effective time, the Company, as the surviving corporation in the merger, will possess all rights, privileges, immunities, powers and franchises of the Company and Merger Sub.

At the effective time, the certificate of incorporation of the Company will be amended and restated in its entirety to read as set forth in Exhibit A to the merger agreement, and as so amended will be the certificate of incorporation of the surviving corporation until thereafter amended as provided therein or as provided by applicable law. At the effective time, the bylaws of Merger Sub as in effect immediately prior to the effective time will become the bylaws of the surviving corporation, except that references to Merger Sub's name will be replaced with references to the surviving corporation's name, until thereafter amended as provided therein, by the surviving corporation's certificate of incorporation, or as provided by the applicable law.

At the effective time, the board of directors of the surviving corporation will consist of the directors of Merger Sub as of the effective time until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the surviving corporation's certificate of incorporation and bylaws, and the officers of the Company as of the effective time will be the officers of the surviving corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the surviving corporation's certificate of incorporation and bylaws.

Merger Consideration

At the effective time, each share of Company Class A common stock outstanding as of immediately prior to the effective time (other than excluded shares) will be converted into the right to receive the merger consideration.

At the effective time, shares of Company Class A common stock owned by the Company or any of its subsidiaries and not held on behalf of third parties, shares of Company Class A common stock owned by Merger

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Sub and the appraisal shares will automatically be cancelled and will cease to exist, without payment of the merger consideration. Each share of Company Class A common stock that is owned by Parent will automatically be converted into one share of common stock of the surviving corporation.

Company Equity Awards

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

Exchange and Payment Procedures

Prior to the effective time, Parent or Merger Sub will appoint and enter into a paying agent agreement with a nationally recognized bank or trust company reasonably acceptable to the Company to serve as the paying agent for the merger and to make payments of the merger consideration to holders of Company Class A common stock (other than the holders of the excluded shares). Prior to or at the effective time, Parent or Merger Sub will deposit (or cause to be deposited) with the paying agent an amount in cash sufficient to pay the aggregate merger consideration (other than the holders of the excluded shares).

As promptly as practicable after the effective time (and in any event within three business days following the closing date), the surviving corporation will cause the paying agent to mail to each holder of record of Company Class A common stock (other than the holders of the excluded shares) (a) a letter of transmittal in customary form specifying that delivery will be effected, and risk of loss and title to the certificates representing such shares (the "share certificates") will pass, only upon delivery of the share certificates to the paying agent (or affidavits of loss in lieu of share certificates) and (b) instructions for effecting the surrender of the share certificates (or affidavits of loss in lieu of the share certificates) and book-entry shares, as applicable, in exchange for payment of the aggregate merger consideration to which such holders are entitled pursuant to the merger agreement. Following the provision of these materials and the effectuation of the instructions for use, the share certificates so surrendered will be cancelled.

If any cash deposited with the paying agent is not claimed or is otherwise undistributed within 1 year following the effective time, such cash will be returned to Parent or the surviving corporation (as determined by

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Parent), and any holders of shares of Company Class A common stock who have not complied with the exchange procedures in the merger agreement will thereafter look solely to the surviving corporation for payment of the merger consideration (subject to applicable law), after giving effect to any required tax withholdings and without interest thereon.

Withholding Right

Each of Parent, the Company, Merger Sub, the surviving corporation and the paying agent, as applicable, will be entitled to deduct and withhold from the amounts otherwise payable pursuant to the merger agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of federal, state, local or foreign tax law; provided that Parent will (a) consult with the Company in good faith prior to withholding any amounts payable to any stockholder of the Company other than in connection with a Company equity award and (b) use commercially reasonable efforts to reduce or eliminate any such withholding. To the extent that amounts are so deducted or withheld, such amounts will be timely paid over to the applicable governmental authority, and, to the extent that amounts are so deducted or withheld and remitted to the applicable governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

Representations and Warranties

The merger agreement contains representations and warranties of the Company and Parent and Merger Sub.

Some of the representations and warranties in the merger agreement made by the Company are qualified as to materiality or material adverse effect. For purposes of the merger agreement, with respect to the Company, "material adverse effect" means any change, effect, event, occurrence, circumstance, condition, fact, state of facts or development (an "effect") that is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that no effect resulting from the following will constitute a material adverse effect:

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Except, with respect to bullets 1 through 7 above, to the extent that the Company and its subsidiaries, taken as a whole, are disproportionately adversely affected by such changes, effects, events, occurrences or developments compared to other similarly sized and situated companies in the industry in which the Company and its subsidiaries operate and then solely to the extent of any such disproportionality may be taken into account in determining whether a material adverse effect has occurred.

In the merger agreement, the Company made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

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In the merger agreement, the Parent and Merger Sub made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the merger agreement will not survive the consummation of the merger.

Conduct of Business Pending the Merger

The merger agreement provides that, from the date of the signing of the merger agreement until the earlier to occur of the valid termination of the merger agreement and the effective time, the Company will, and will cause its subsidiaries to, use its and their commercially reasonable efforts to conduct their business in the ordinary course of business, and to preserve their business organizations intact and to maintain existing significant businesses relationships, except: (a) as required or expressly contemplated by the merger agreement, (b) as required by applicable law, (c) as approved by Parent in writing (which approval will not be unreasonably withheld, delayed or conditioned), (d) as disclosed in the confidential disclosure schedule to the merger agreement, or (e) to the extent necessary to comply with the express obligations set forth in any material contract of the Company in effect as of September 21, 2025.

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Subject to the same exceptions mentioned above, the Company has also agreed that, during the period of time between the date of the signing of the merger agreement and the effective time, the Company will not, and will not permit any of its subsidiaries to, among other things, subject to certain exceptions and limitations:

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Solicitation of Other Offers

For purposes of this proxy statement and the merger agreement:

An "acceptable confidentiality agreement" means an agreement with the Company that is either (a) in effect as of September 21, 2025 or (b) executed, delivered and effective after the execution and delivery of the merger agreement, in either case, with customary provisions that are not less restrictive to the Company's counterparty than the provisions of the confidentiality agreement between Patient Square Capital and the Company.

An "acquisition proposal" means any bona fide proposal or offer by any person or group with respect to:

An "alternative acquisition agreement" means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar binding agreement with respect to an acquisition proposal, other than an acceptable confidentiality agreement relating to an acquisition proposal.

A "superior proposal" means a bona fide written acquisition proposal (with references to "20% or more" in the definition of "acquisition proposal" deemed to be replaced with references to more than "50%" in this definition) by a person or group that the Board (or a committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel and after taking into account such legal, financial, regulatory and other aspects of such proposal and the person or group making such proposal, as the

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Board (or a committee thereof) deems relevant, to be more favorable to the Company's stockholders than the merger (taking into account, as the Board deems relevant (taking into account any revisions to the merger agreement made or proposed in writing by Parent pursuant the merger agreement prior to the time of such determination), all legal, regulatory, financial, financing and other aspects of such proposal and, if applicable, any revisions committed thereto in writing by Parent).

No-Shop

During the period beginning on September 21, 2025 and continuing until the earlier to occur of the termination of the merger agreement and the effective time, the Company is subject to customary "no-shop" restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative acquisition proposals, subject to a customary "fiduciary out" provision. From September 21, 2025 until the earlier to occur of the valid termination of the merger agreement and the effective time, the Company will cease, and will cause its subsidiaries and their respective officers and directors to cease, and will instruct and use reasonable best efforts to cause each of its and their respective other representatives to (a) cease and cause to be terminated any discussions or negotiations with any person or group that would be prohibited by the merger agreement, (b) cease providing any further information with respect to the Company or any acquisition proposal to any person or group or its or their representatives, (c) promptly (and in any event, within 24 hours), terminate all access granted to any such person or group and its or their representatives to any physical or electronic data room (or other diligence access), and (d) to the extent not previously requested, promptly (and in any event, within (48 hours)), request that all persons or groups and their respective representatives promptly return to the Company or destroy any nonpublic information concerning the Company and its subsidiaries that was previously furnished or made available to such person or any of its or their representatives by or on behalf of the Company in the context of a possible acquisition proposal.

In addition, from September 21, 2025 until the earlier to occur of the valid termination of the merger agreement and the effective time, the Company and its subsidiaries and its and their respective directors, officers, and employees will not, and will instruct and use reasonable best efforts to cause its and their respective investment bankers, attorneys, accountants and other advisors or representatives not to, directly or indirectly:

Notwithstanding these restrictions, prior to receipt of the Company stockholder approval, in response to a written acquisition proposal received after September 21, 2025 that did not result from a breach of the "no-shop" restrictions (other than any such breach that is immaterial and unintentional), the Company or its representatives may (a) provide information in response to a request by a person or group who has made a bona fide written acquisition proposal if the Company receives from such person or group an acceptable confidentiality agreement; provided that the Company must promptly make available (and, if applicable, provide copies of) any such information to Parent to the extent not previously made available; and (b) engage or participate in any

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discussions or negotiations with any person or group who has made such a bona fide written acquisition proposal, if and only to the extent that, in each such case referred to in clause (a) or (b) above, the Board (or a committee thereof) determines in good faith based on the information then available and after consultation with its financial advisor and outside legal counsel that such acquisition proposal either constitutes a superior proposal or is reasonably likely to result in a superior proposal. In addition, notwithstanding anything to the contrary in the merger agreement, the Company may, prior to the receipt of the Company stockholder approval, seek clarification from (but not engage in negotiations with or provide nonpublic information to) any person or group that has made an acquisition proposal solely to clarify and understand the terms and conditions of such proposal to provide adequate information for the Board (or a committee thereof) to make an informed determination under the merger agreement.

Recommendation Changes

No Change of Recommendation

The merger agreement provides that (subject to certain exceptions described below) neither the Board nor any committee thereof will:

Superior Proposals

Notwithstanding the customary "no-shop" and change of recommendation restrictions, if prior to receipt of the Company stockholder approval, the Company receives a bona fide written acquisition proposal that did not result from a breach of such restrictions (other than any such breach that is immaterial and unintentional), the Board (or a committee thereof) may effect a change of recommendation or terminate the merger agreement in order to enter into an alternative acquisition agreement providing for a superior proposal, if prior to taking either such action:

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In addition, in the event of any change to the financial terms of, or any other material amendment or material modification to, any superior proposal, the Company must deliver a new written notice to Parent and comply with the requirements in the four bullets above with respect to such new written notice, except that the advance written notice obligation will be reduced from four business days to two business days.

Intervening Events

The Board (or a committee thereof), prior to receipt of the Company stockholder approval, may also effect a change of recommendation in response to an intervening event that occurs or arises after September 21, 2025, if prior to taking such action:

In addition, in the event of any material changes regarding any intervening event, the Company must deliver a new written notice to Parent and comply with the requirements outlined in the four bullets above with respect to such new written notice, except that the advance written notice obligation set forth in the second bullet will be reduced from four business days to three business days.

An "intervening event" means any event, change, effect, development, state of facts, condition or occurrence (including any acceleration or deceleration of existing changes or developments) that was not known or reasonably foreseeable by the Board as of September 21, 2025 (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Board as of September 21, 2025). However, in no event will (a) the receipt, existence or terms of an acquisition proposal, (b) any change, in and of itself, in the market price or trading volume of Company Class A common stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this

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definition) or (c) the fact that the Company exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition) constitute or be deemed to contribute to an intervening event.

If Parent terminates the merger agreement prior to the Company stockholder approval because the Board has effected a change of recommendation, then the Company must within two business days pay to Parent the Company termination fee of $66,215,100. If the Company terminates the merger agreement prior to receipt of the Company stockholder approval in order to enter into an alternative acquisition agreement providing for a superior proposal, prior to or concurrently with such termination the Company must pay to Parent the Company termination fee of $66,215,100.

Other Covenants

Company Stockholders Meeting

The Company has agreed to take all necessary action (in accordance with applicable law and the Company's certificate of incorporation and bylaws) to convene the special meeting as promptly as reasonably practicable after the earlier of (i) the date the SEC staff advises that it has no further comments on or that the Company may commence mailing, this proxy statement or (ii) 10 calendar days following the initial filing of this proxy statement with the SEC if the SEC staff has not informed the Company that it will or will not be reviewing this proxy statement, for the purpose of considering and voting upon the approval of the merger agreement and to cause such vote to be taken.

Transaction Litigation

The Company has agreed to promptly notify Parent of any stockholder litigation or claims against the Company or any of its representatives arising out of or relating to the merger agreement, the merger or any other transactions contemplated by the merger agreement and has further agreed to keep Parent reasonably informed regarding any such stockholder litigation. In the event that lawsuits arise, the Company has agreed to provide Parent (a) an opportunity to review and to propose comments to all filings or written responses to be made by the Company in connection with any stockholder litigation against the Company and its directors relating to the merger agreement, the merger and any transaction contemplated by the merger agreement, and the Company will give reasonable consideration to any comments proposed by Parent and (b) the opportunity to otherwise participate in (but not to control) the defense and/or settlement of any such litigation (in each case at Parent's expense) and will consider Parent's advice with respect to such litigation. Notwithstanding the foregoing, the Company will control such defense, settlement and/or prosecution and the disclosure of information in connection therewith will be subject to the provisions of the merger agreement regarding access to information, including regarding attorney-client privilege or other applicable legal privilege; provided, however, that the Company may not settle or agree to settle any such stockholder litigation without Parent's consent (which consent will not be unreasonably withheld, delayed or conditioned).

Financing

Parent will use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the financing on the terms and subject only to the conditions described in the commitment letters as promptly as possible but in any event prior to the date on which the merger is required to be consummated pursuant to the terms of the merger agreement, including (a) maintaining in effect the commitment letters until the closing or earlier funding of the financing contemplated thereby, (b) negotiating and entering into definitive agreements with respect to the debt financing (the "definitive agreements") consistent with the terms and conditions contained in the debt commitment letter or on other terms

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in the aggregate not materially less favorable to Parent, and without any prohibited modification, (c) satisfying on a timely basis all conditions that are applicable to Parent in obtaining the financing in the commitment letters and the definitive agreements and complying with their obligations thereunder, in each case, that are within Parent's control, and (d) using reasonable best efforts to enforce its rights under the debt commitment letter. Parent will not, without the prior written consent of the Company, (i) permit, consent to or agree to any amendment, replacement, supplement or modification to, or any waiver of, any provision or remedy under, the commitment letters if such amendment, replacement, supplement, modification, waiver or remedy (A) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the financing, (B) reduces the aggregate amount of the equity financing or reduces the debt financing unless, in such case, there is a corresponding increase in any equity commitment under the equity commitment letter, (C) adversely affects the ability of Parent to enforce its rights against other parties to the commitment letters as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against the other parties to the commitment letters as in effect on the date of the merger agreement or (D) would otherwise reasonably be expected to prevent, impede or materially delay the consummation of the merger and the other transactions contemplated by the merger agreement (the effects described in clauses (A) through (D), collectively, the "prohibited modifications") or (ii) terminate or cause the termination of the commitment letters. Notwithstanding the foregoing, any amendment, supplement, amendment and restatement, or modification to add any additional agents or other financial institutions thereto as provided for therein will be permitted and will not require written consent of the Company or any other Person so long as such additional agents or other financial institutions are financial institutions whose creditworthiness, in Parent's sole determination, is commensurate with the creditworthiness of the Commitment Parties (as defined in the debt commitment letter as of September 21, 2025) that are party to the debt commitment letter as of September 21, 2025.

Financing Cooperation

Subject to the limitations set forth in the merger agreement, the Company will use its reasonable best efforts to provide, and will cause each of its subsidiaries and each of their respective representatives to use their reasonable best efforts to provide Parent with customary cooperation, to the extent reasonably requested by Parent in writing, in each case, to the extent necessary for the arrangement of the debt financing. The Company's obligations include (i) providing reasonable and customary assistance with the marketing efforts for the debt financing (including in the preparation of customary marketing materials), (ii) facilitating the pledging of security interests in the Company's property constituting collateral (provided that such security interests will not take effect prior to the closing), (iii) furnishing historical financial statements and other information regarding the Company customarily required in connection with the debt financing, (iv) facilitating in the taking of all corporate and other similar actions necessary to permit the consummation of the debt financing, (v) taking action and delivering notices of prepayment or termination to the extent they are required, (vi) cooperating with the debt financing sources' due diligence and (vii) assisting in the preparation, execution and delivery of the definitive agreements in connection with the debt financing and other customary certificates, documents and back-up certificates for legal opinions in connection with the debt financing.

The Company and its affiliates have no obligation under the merger agreement to take actions in connection with the debt financing that could (a) require the Company or any of its affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the debt financing or enter into, execute or deliver any certificate, document, instrument or agreement with respect to the debt financing that is not contingent upon the closing, other than any prepayment and termination notices required to be delivered pursuant to the Company Credit Agreement (provided that the Company will, to the extent otherwise required by the merger agreement, use its reasonable best efforts to cause the persons who will continue as a director, manager or officer of the Company or its subsidiaries following the consummation of the transactions contemplated by the merger agreement to pass resolutions and to execute documents in their capacities as such officers, directors or managers, in each case, which resolutions and documents are subject to and conditioned upon, and do not become effective until, the occurrence of closing); (b) cause any representation or warranty in the merger agreement to be breached by the Company or any of its affiliates; (c) require the

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Company or any of its affiliates to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the debt financing (except to the extent the effectiveness of any such fee, expense, liability or obligation is subject to and conditioned upon the occurrence of closing); (d) reasonably be expected to cause any director, officer, employee or stockholder of the Company or any of its affiliates to incur any personal liability; (e) reasonably be expected to conflict with the organizational documents of the Company or any of its subsidiaries or any laws; (f) reasonably be expected to result in a material violation or material breach of, or a default (with or without notice, lapse of time, or both) under, any material contract to which the Company or any of its Subsidiaries is a party; (g) provide access to or disclose information that the Company or any of its affiliates determine would jeopardize any attorney-client privilege; (h) require the delivery of any opinion of counsel; (i) require the Company or any of its affiliates to provide projections, pro forma financial statements or pro forma adjustments related to the debt financing (provided, that this clause (j) will not relieve the Company from any obligation hereunder to provide Parent with information necessary to permit Parent to prepare a pro forma consolidated balance sheet and related pro forma financial statements as required in connection with the debt financing as is customarily required in connection with financings of a type similar to the debt financing); (k) require the Company or any of its affiliates to prepare any financial statements or information that is not available to the Company and prepared in the ordinary course of the Company's financial reporting practice; or (l) require the Company or any of its affiliates, prior to the closing, to be an issuer or other obligor with respect to the debt financing.

The receipt or availability of any funds or financing (including the financing) by Parent or any of its affiliates or any other financing or other transactions will not be a condition to any of Parent's obligations under the merger agreement.

Section 16 Matters

Prior to the Effective Time, the Company will take all such actions as may be necessary or appropriate to cause the transactions contemplated by the merger agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by the merger agreement by any individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Employee Benefits

Parent agrees that each employee who continues to be employed with the Company or its subsidiaries (each such employee, a "continuing employee") will, during the period commencing on the closing date and ending on the first anniversary of the closing date (or, if sooner, the date of termination of such continuing employee), be provided with (a) a base salary or base wage no less than the base salary or base wage provided to such continuing employee by the Company or its subsidiaries immediately prior to the effective time, (b) annual target cash bonus opportunities that are no less favorable than the annual target cash bonus opportunities as in effect for such continuing employee immediately prior to the effective time and (c) other employee benefits (excluding, in each case, nonqualified deferred compensation, defined benefit pension plans, retiree or post-employment health or welfare benefits, retention, change in control compensation, long-term bonus or incentive, equity or equity-based plans or arrangements) that are substantially comparable in the aggregate to the employee benefits provided to such continuing employee immediately prior to the effective time under the benefit plans set forth in the confidential disclosure schedule to the merger agreement.

Conditions to the Closing of the Merger

The respective obligations of Parent and Merger Sub and the Company to consummate the merger are subject to the satisfaction or waiver of each of the following conditions:

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In addition, the obligations of Parent and Merger Sub to consummate the merger are also subject to the satisfaction or waiver by Parent of each of the following additional conditions:

In addition, the obligation of the Company to consummate the merger is also subject to the satisfaction or waiver by the Company of each of the following additional conditions:

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Termination of the Merger Agreement

The merger agreement may be terminated, and the transactions contemplated by the merger agreement abandoned, at any time prior to the effective time, by the mutual written consent of the Company and Parent.

Termination by Either the Company or Parent

The merger agreement may be validly terminated by mutual consent of Parent and the Company or by either the Company or Parent at any time prior to the effective time, if:

Termination by the Company

The merger agreement may be validly terminated by the Company prior to the effective time, if:

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Termination by Parent

The merger agreement may be validly terminated by Parent prior to the effective time, if:

Company Termination Fee

The Company may be required to pay the Company termination fee to Parent, paid by wire transfer with funds immediately available to an account designated by Parent. The Company termination fee of $66,215,100 is payable if the merger agreement is terminated in the following certain circumstances:

The Company must pay the Company termination fee:

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Parent Termination Fee

Parent may be required to pay the Parent termination fee to the Company, paid by wire transfer with funds immediately available to an account designated by the Company. The Parent termination fee of $168,550,000 is due within two business days after the termination of the merger agreement if the Company terminates the merger agreement pursuant to the Company breach termination right or the financing failure to close termination right (or Parent terminates the merger agreement pursuant to the outside date termination right if at such time the Company could have validly terminated the merger agreement pursuant to the Company breach termination right or the financing failure to close termination right within four business days of such termination by Parent).

Fees and Expenses

Except in certain specified circumstances, whether or not the merger is completed, all costs and expenses incurred in connection with the merger and any other transactions contemplated by the merger agreement will be paid by the party incurring such expenses, except as otherwise expressly set forth in the merger agreement. The costs incurred in connection with the filing, printing and mailing of this proxy statement will be borne by Parent.

Indemnification and Insurance

The merger agreement provides that, from and after the effective time, Parent will, and will cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable law each present and former director, officer and employee of the Company and its subsidiaries and each individual who was serving at the request of the Company or its subsidiaries as a director, officer, employee, member, partner, trustee, employee, representative or agent of another corporation, partnership or joint venture, trust, limited liability company, nonprofit entity or other enterprise (including any trade associations) against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to (a) their service as such or (b) services performed by such parties at the request of the Company or its subsidiaries, in each case, at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time. Parent will also advance expenses as incurred to the fullest extent permitted under applicable law and the Company's articles of incorporation or bylaws in effect as of September 21, 2025.

In addition, for six years following the effective time, Parent and Merger Sub will maintain indemnification and exculpation provisions in the surviving corporation's organizational documents that are at least as favorable as the current indemnification and exculpation provisions in the Company's certificate of incorporation and bylaws.

Finally, the merger agreement requires the Company (or Parent and Merger Sub as of the effective time) to purchase a six-year "tail" policy on terms that are at least as favorable as the Company's directors' and officers' liability insurance policies as in effect on September 21, 2025, so long as the aggregate premium for such "tail" policy does not exceed 300% of the amount paid by the Company for coverage as of September 21, 2025.

For more information, please refer to the section of this proxy statement entitled "The Merger-Interests of the Company's Directors and Executive Officers in the Merger."

Specific Performance

Subject to certain limitations, the parties are entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of the merger agreement, and to enforce specifically the performance of terms and provisions of the merger agreement, including the right of a party to cause each other party to consummate the merger and the other transactions contemplated by the merger

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agreement on the terms and subject to the conditions of the merger agreement in any chosen court under the merger agreement without proof of actual damages (each party waiving any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable or not appropriate for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

Notwithstanding any other provision of the merger agreement to the contrary, the parties agreed that the Company is entitled to specific performance (or any other equitable relief) to cause Parent and Merger Sub to consummate the closing, including to cause Parent and Merger Sub to exercise their rights under the equity commitment letter, to cause the equity financing to be funded and to consummate the merger, if, and only in the event that:

The parties agreed that in no event will the Company be entitled to a remedy of specific performance or other equitable remedies against any debt financing source.

Limitations of Liability

Parent's right (a) to receive payment of the Company termination fee in circumstances in which it is payable pursuant to the section entitled "-Company Termination Fee" following termination of the merger agreement (and any interest and other amounts payable), (b) to monetary damages from the Company in the event of the Company's willful breach of the merger agreement following termination by either party in a circumstance in which the Company termination fee is not payable (not to exceed the damage cap as applicable to the Company), (c) in connection with claims against the Company in accordance with the terms of the confidentiality agreement between the parties, and (d) to specific performance against the Company prior to the termination of the merger agreement in accordance with its terms, will be the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of Parent, Merger Sub or the other Parent related parties against the Company and any of its former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, affiliates, representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, affiliates, representatives or agents of any of the foregoing (collectively, the "Company related parties") for any loss, cost, damage or expense suffered with respect to the merger agreement, any other transaction document, the transactions contemplated thereby (including any breach by the Company), the termination of the merger agreement or any other transaction document, the failure of the transactions

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contemplated thereby to be consummated or any breach of the merger agreement or any other transaction document by the Company (whether willfully, intentionally, unintentionally or otherwise), subject to certain limitations.

The Company's rights (a) to receive payment of the Parent termination fee in circumstances in which it is payable pursuant to the section entitled "-Parent Termination Fee" following termination of the merger agreement (and any interest and other amounts payable and indemnification and expense reimbursement payable pursuant to the merger agreement), (b) to monetary damages from Parent (but not any of the debt financing sources or their respective representatives) in the event of Parent's or Merger Sub's willful breach of the merger agreement following the termination of the merger agreement by either party in a circumstance in which the Parent termination fee is not payable (in no event will Parent or Merger Sub, in the aggregate, be subject to monetary damages for willful breach in an amount in excess of the sum of the Parent termination fee, any interest and other amounts payable pursuant to the merger agreement and indemnification and expense reimbursement payable pursuant to the merger agreement (the "damage cap"), (c) in connection with claims against the parties to the confidentiality agreement between the parties and the limited guaranty in accordance with the terms thereof and (d) to specific performance of the merger agreement (and the equity commitment letter and the limited guaranty) against Parent, Merger Sub and the Patient Square Capital Fund in accordance with the terms pursuant thereto will be the sole and exclusive remedies (whether at law, in equity, in contract, in tort or otherwise) of the Company and the other Company related parties against Parent, Merger Sub, the Patient Square Capital Fund, the debt financing sources and any of their respective former, current, or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, affiliates, representatives or agents or any former, current or future general or limited partners, direct or indirect stockholders or equityholders, managers, members, directors, officers, employees, affiliates, representatives or agents of any of the foregoing (collectively, the "Parent related parties") for any loss, cost, damage or expense suffered with respect to the merger agreement, any other transaction document, the limited guaranty, the equity commitment letter and the debt commitment letter, the transactions contemplated thereby (including any breach by Parent or Merger Sub), the termination of the merger agreement or any other transaction document, the failure of the transactions contemplated thereby to be consummated or any breach of the merger agreement or any other transaction document by Parent or Merger Sub (whether willfully, intentionally, unintentionally or otherwise), subject to certain limitations.

Amendment

Subject to the provisions of applicable law, at any time prior to the effective time, the merger agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed, in the case of an amendment or modification by Parent, Merger Sub and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. After the receipt of the Company stockholder approval, no amendment shall be made that by applicable law requires further approval by the Company's stockholders without obtaining such further approval.

Governing Law

The merger agreement is governed by Delaware law.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Company Common Stock

The following table shows information as of October 3, 2025 (the "Reference Date"), regarding the beneficial ownership of Company Class A common stock by:

Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Company Class A common stock shown as beneficially owned by them. The percentage of beneficial ownership is based on 82,684,147 shares of Company Class A common stock outstanding as of the Reference Date. Shares of Company Class A common stock (i) subject to stock options currently exercisable or exercisable within 60 days of the Reference Date, and (ii) issuable pursuant to equity awards that are currently vested or will vest within 60 days of the Reference Date are deemed to be outstanding and beneficially owned by the person holding the stock options or equity awards for purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. Unless otherwise indicated, the address for each stockholder listed below is c/o Premier, Inc., 13520 Ballantyne Corporate Place, Charlotte, NC 28277. The telephone number for the listed executive officers is (704) 357-0022.

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HOUSEHOLDING

Pursuant to SEC rules, we are permitted to deliver one copy of our Notice of Internet Availability of Proxy Materials, and our proxy materials for those who have elected paper copies, in a single envelope addressed to all Company stockholders who share a single address unless they have notified us they wish to "opt out" of the program known as "householding." Under this procedure, stockholders of record who have the same address and last name receive only one copy of the Notice of Internet Availability of Proxy Materials or proxy materials. Householding is intended to reduce our printing and postage costs and material waste. WE WILL DELIVER A SEPARATE COPY OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, AND PROXY MATERIALS IF APPLICABLE, PROMPTLY UPON WRITTEN OR ORAL REQUEST. You may request a separate copy by contacting our Investor Relations department at 13520 Ballantyne Corporate Place, Charlotte, North Carolina, 28277, or by calling 1-704-357-0022.

Banks, brokers or other nominees with account holders who are Company stockholders may be "householding" proxy materials. A single proxy statement will be delivered to multiple Company stockholders sharing an address unless contrary instructions have been received from the affected Company stockholders. If you have received notice from your bank, broker or other nominee that they will be "householding" communications to your address, such "householding" will continue until you are notified otherwise or until you revoke your consent.

If you are a beneficial stockholder and you choose not to have our proxy materials sent to a single household address as described above, you must "opt-out" by writing to: Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by calling 1-866-540-7095, and we will cease householding all such disclosure documents within 30 days. If we do not receive instructions to remove your account(s) from this service, your account(s) will continue to be householded until we notify you otherwise. If you are a beneficial stockholder and other stockholders with whom you share an address currently receive multiple copies of the proxy materials, or if you hold our common stock in more than one account and, in either case, you wish to receive only a single copy of the proxy materials, please contact Broadridge Financial Solutions at the address or phone number above. If you own shares of our common stock in nominee name (such as through a broker), information regarding householding of disclosure documents should have been forwarded to you by your broker.

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STOCKHOLDER PROPOSALS

If the merger is consummated, we will not have public stockholders and there will be no public participation in any future stockholder meetings. Until the merger is consummated, you will continue to be entitled to attend and participate in stockholder meetings, including our annual meetings of stockholders, and we will provide notice of or otherwise publicly disclose the date on which our 2025 annual meeting of stockholders will be held, if at all.

Our amended and restated bylaws (our "bylaws") provide that nominations of persons for election to our Board and other proposals to be considered at an annual meeting of stockholders must comply with the requirements set forth in Article I, Section 12 of our bylaws. Our bylaws require that a stockholder give written notice addressed to Premier, Inc., 13520 Ballantyne Corporate Place, Charlotte, North Carolina 28277, Attention: Sheila B. Goulding, Corporate Secretary. To submit a proposal, a stockholder must be entitled to vote on such proposal at the meeting and must be a stockholder at the time notification of the proposal is provided to us. In accordance with Article I, Section 12 of our Bylaws, to be timely your proposal had to have been delivered to or mailed and received at our principal executive offices on or after August 8, 2025 and not later than September 7, 2025, provided, that in the event the date of the 2025 annual meeting is advanced by more than 20 days, or delayed by more than 70 days, from the anniversary date of our December 6, 2024 annual meeting, your proposal and related notice, in order to be timely, must be received no earlier than the 120th day prior to the 2025 annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

Article I, Section 12 of our Bylaws requires, among other things, that the proposal and related notice must set forth:

(1) in the case the proposal is a director nomination, as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, including such 'person's written consent to being named in this proxy statement as a nominee and to serving as a director if elected; and as to any other proposal, (i) a brief description of the business desired to be brought before the annual meeting (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend our Bylaws, the language of the proposed amendment), (ii) the reasons for conducting that business at the annual meeting and (iii) any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

(2) the name and record address of the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made;

(3) the class and number of shares of our stock which are owned beneficially and of record by such stockholder and such beneficial owner;

(4) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such nomination or business;

(5) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our issued and outstanding capital stock required to approve or adopt the proposal and/or (ii) otherwise to solicit proxies from stockholders in support of such proposal;

(6) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;

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(7) a description of any agreement, arrangement or understanding with respect to the proposal and/or the voting of shares of any class or series of our stock between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, "proponent persons"); and

(8) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any of our securities; (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of our stock and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any of our securities.

A stockholder proposing business for the annual meeting must update and supplement the notice required by Article I, Section 12 of our Bylaws so that the information in the notice is true and correct as of the record date for the annual meeting and as of the date that is 15 days prior to the annual meeting or any adjournment or postponement thereof; such update and supplement shall be delivered in writing to the Corporate Secretary at our principal executive offices not later than five days after the record date for the meeting (in the case of any update and supplement required to be made as of the record date), and not later than 10 days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of 15 days prior to the meeting or any adjournment or postponement thereof). In the case of a director nomination, we may require any proposed nominee to furnish such other information as may reasonably be required to determine the eligibility of such proposed nominee to serve as a director. Any stockholder that intends to submit a proposal should read the entirety of the requirements in our Bylaws, particularly Article I, Section 12, which can be found under Corporate Governance in the Investors section of our website at http://investors.premierinc.com/corporate-governance.

If notice is not timely and properly provided, the persons named as proxy holders for the 2025 annual meeting of stockholders will be allowed to exercise their discretionary authority to vote upon any such proposal without the matter having been discussed in the proxy statement for the 2025 annual meeting of stockholders. Only such proposals as are (i) required by the rules of the SEC and (ii) permissible stockholder motions under the Delaware General Corporation Law will be included on the agenda for the 2025 annual meeting of stockholders.

In addition to satisfying the foregoing stockholder proposal requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the information and reporting requirements of the Exchange Act, and, accordingly, file annual, quarterly and periodic reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC's web site at www.sec.gov.

Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference, regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to "incorporate by reference" information into this proxy statement. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. We incorporate by reference into this proxy statement the documents listed below.

We also incorporate by reference into this proxy statement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this proxy statement to the date of the special meeting (provided that we are not incorporating by reference any information furnished to, but not filed with, the SEC).

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement, unless expressly stated otherwise therein.

Any statement contained in a document incorporated by reference into this proxy statement will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained in this proxy statement or any other subsequently filed document that is incorporated by reference into this proxy statement modifies or supersedes the statement. The information incorporated by reference is considered to be a part of this proxy statement and later information that the Company files with the SEC will update and supersede that information. The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies.

We have not authorized anyone to give you any information or to make any representation about the proposed merger or the Company that is different from or adds to the information contained in this proxy statement or in the documents we have publicly filed with the SEC.

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Annex A

AGREEMENT AND PLAN OF MERGER

by and among

PREMIUM PARENT, LLC,

PREMIUM MERGER SUB, INC.

and

PREMIER, INC.

Dated as of September 21, 2025

TABLE OF CONTENTS