PWSC PowerSchool Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

PowerSchool Holdings, Inc.

(Name of Registrant As Specified In Its Charter)

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

PRELIMINARY INFORMATION STATEMENT — SUBJECT TO COMPLETION

PowerSchool Holdings, Inc.

150 Parkshore Drive

Folsom, CA 95630

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of PowerSchool Holdings, Inc., a Delaware corporation (“PowerSchool”), in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 6, 2024, by and among PowerSchool, BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), and BCPE Polymath Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). A summary of the Merger Agreement is provided in the accompanying information statement and a copy of the Merger Agreement is attached as Annex A to the accompanying information statement, and each are incorporated by reference into this notice. Parent and Merger Sub are affiliates of investment funds advised by Bain Capital Private Equity, LP (“Bain”). Pursuant to the Merger Agreement, Merger Sub will merge with and into PowerSchool (the “Merger”), with PowerSchool surviving such merger as a wholly owned subsidiary of Parent. Upon consummation of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (including each share of Class A Common Stock resulting from the exchange of limited liability company units of PowerSchool Holdings LLC (“LLC Units”)) will be cancelled, extinguished and converted into the right to receive an amount in cash equal to $22.80, without interest and less any applicable withholding taxes. However, the Merger consideration will not be paid in respect of (i) shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company Common Stock”), of PowerSchool issued and outstanding immediately prior to the Effective Time, which will be cancelled and extinguished without conversion thereof or consideration paid in exchange; (ii) any shares of Company Common Stock held by PowerSchool as treasury stock or owned by Parent or any of its affiliates or subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time, which will automatically be cancelled and extinguished without conversion thereof or consideration paid in exchange; (iii) certain shares of Class A Common Stock and LLC Units held by the Principal Stockholders (as defined below), which will be transferred to BCPE Polymath Topco, LP, a Delaware limited partnership and affiliate of investment funds advised by Bain, immediately prior to the Effective Time, pursuant to support and rollover agreements entered into in connection with the Merger Agreement; and (iv) those shares of Class A Common Stock held by any person who is entitled to demand and who has properly demanded appraisal of such shares of Class A Common Stock under Delaware law and not withdrawn his, her or its demand for appraisal or has not lost or waived such rights.

The board of directors of PowerSchool (the “Board”), formed a Special Committee of the Board (the “Special Committee”), comprised solely of independent and disinterested members of the Board, to review,

evaluate and provide input on a potential sale of PowerSchool and certain alternatives thereto (including remaining an independent company), to determine whether such a potential sale is advisable and fair to and in the best interest of PowerSchool and its stockholders and to recommend to the Board what action, if any, should be taken with respect to the potential sale of PowerSchool. In connection with the formation of the Special Committee, the Board resolved that it would not approve any potential sale of PowerSchool that would involve the Principal Stockholders participating in an equity rollover or receiving payments under the Tax Receivable Agreement without a prior favorable recommendation from the Special Committee. The Special Committee, as more fully described in the accompanying information statement, unanimously (i) determined that it is fair to, and in the best interests of, PowerSchool and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, with PowerSchool being the surviving corporation in the Merger in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) upon the terms and subject to the conditions set forth therein; (ii) resolved to recommend that the Board approve and adopt the Merger Agreement; and (iii) resolved to recommend that the Board submit the Merger Agreement to PowerSchool’s stockholders for their adoption and recommend that PowerSchool’s stockholders vote in favor of the Merger Agreement.

The Board, acting on the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of, PowerSchool and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by PowerSchool, the performance by PowerSchool of its covenants and other obligations thereunder, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions set forth therein; (iii) directed that the adoption of the Merger Agreement be submitted for consideration by PowerSchool’s stockholders in accordance with the Merger Agreement; and (iv) resolved to recommend that PowerSchool’s stockholders approve and adopt the Merger Agreement in accordance with the DGCL.

The adoption of the Merger Agreement by PowerSchool’s stockholders required the affirmative vote or written consent by holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon. On June 7, 2024, Severin Topco, LLC, Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., Onex Partners IV Select LP, Onex US Principals LP, Onex Partners IV LP, Onex Partners IV GP LP, Onex Partners IV PV LP, Onex Powerschool LP and Pinnacle Holdings I L.P. (collectively, the “Principal Stockholders”), which together on June 6, 2024 beneficially owned 105,321,745 shares of Class A Common Stock and 36,914,501 shares of Class B Common Stock, representing approximately 69.8% of the aggregate voting power of the issued and outstanding shares of Company Common Stock, delivered a written consent approving and adopting in all respects the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Stockholder Consent”). As a result, no further action by any stockholder of PowerSchool is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and PowerSchool will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. This notice and the accompanying information statement shall constitute notice to you from PowerSchool of the Stockholder Consent contemplated by Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Class A Common Stock, other than the Principal Stockholders, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Class A Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to PowerSchool no later than twenty (20) days after the mailing of this information statement, which mailing date is    , and comply precisely with other procedures set forth

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in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex G. This notice and the accompanying information statement shall constitute notice to you from PowerSchool of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

We urge you to read the entire information statement carefully. If the Merger is completed, you will receive instructions regarding payment for your shares of Class A Common Stock.

BY ORDER OF THE BOARD OF DIRECTORS,

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated    and is first being mailed to stockholders on or before    .

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a PowerSchool stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 138.

At the Effective Time, each award of Unvested Company RSUs will automatically be cancelled and converted into a right to receive an amount in cash (without interest and subject to applicable withholding taxes), equal to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time, which Cash Replacement Company RSU Amount will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU award for which the Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to

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their terms, and will otherwise have the same terms and conditions as applied to the Unvested Company RSUs for which it was exchanged. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder no later than 30 days following the date on which such portion vests.

At the Effective Time, each award of Company MSUs will automatically be cancelled and converted into a restricted stock unit award with respect to the common equity in Parent, the Surviving Corporation or one of its subsidiaries, or a direct or indirect parent entity of Parent, with the number of shares or units covered by such Replacement Company MSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company MSU as of immediately prior to the Effective Time (with the performance factor based on the Per Share Price) and (ii) the fair market value of such share or unit as of the Effective Time. The Replacement Company PSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such Company PSUs, vest and be settled at the same time as the Company PSUs for which such Replacement Company PSU Award was exchanged would have vested and been settled pursuant to their terms, and will otherwise have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the Company PSUs for which it was exchanged; however, upon settlement of such Replacement Company PSU Award, the holder thereof will be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

At the Effective Time, each award of Company PSUs will automatically be cancelled and converted into a performance stock unit award with respect to the common equity in Parent, the Surviving Corporation or one of its subsidiaries, or a direct or indirect parent entity of Parent, with the number of shares or units covered by such Replacement Company PSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company PSU as of immediately prior to the Effective Time (assuming target level of performance) and (ii) the fair market value of such share or unit as of the Effective Time. The Replacement Company PSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such Company PSUs, vest and be settled at the same time as the Company PSUs for which such Replacement Company PSU Award was exchanged would have vested and been settled pursuant to their terms, and shall otherwise have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the Company PSUs for which it was exchanged; however, upon settlement of such Replacement Company PSU Award, the holder thereof will be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

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Q: Will I owe taxes as a result of the Merger?

A Non-United States Holder will generally not be subject to United States federal income tax on any gain resulting from the exchange of Class A Common Stock pursuant to the Merger, unless such holder has certain connections to the United States, but the Merger could be a taxable transaction to such holder under non-United States tax laws applicable to such holder.

Holders of Class A Common Stock should read the section entitled “Special Factors—Material United States Federal Income Tax Consequences of the Merger” beginning on page 88 for a more detailed description of the United States federal income tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular situation. Holders are urged to consult their own tax advisors about the United States federal, state, local and non-United States tax consequences of the Merger.

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SPECIAL FACTORS

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board, the Special Committee or the representatives of PowerSchool and other parties.

As part of PowerSchool’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and PowerSchool’s management periodically review, consider and assess PowerSchool’s operations and financial performance, as well as overall industry conditions. These reviews include, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, including in response to indications of interest received from third parties.

On August 31, 2022, a representative of Bain contacted Laurence Goldberg, co-chairperson of the Board and representative of Onex, a significant stockholder of PowerSchool (and together with Vista, the “Principal Stockholders”), and conveyed to Mr. Goldberg that Bain had followed PowerSchool for a long time and thought highly of PowerSchool. The representative of Bain had known Mr. Goldberg professionally. The representative of Bain expressed an interest in contacting Hardeep Gulati, PowerSchool’s Chief Executive Officer, to discuss PowerSchool. Representatives of Bain had previously met Mr. Gulati during Bain’s participation in a process with respect to a potential investment opportunity in PowerSchool during 2017, at which time Bain did not invest in PowerSchool. Because the representative of Bain had previously met Mr. Gulati, Mr. Goldberg indicated support for the representative of Bain to contact Mr. Gulati directly. Representatives of Bain did not reach out to Mr. Gulati until December 2023.

On December 14, 2023, a representative of Bain contacted Mr. Gulati by e-mail to express Bain’s interest in reconnecting with Mr. Gulati and noted again that Bain had been continuing to follow PowerSchool’s success.

On December 18, 2023, representatives of Bain and Mr. Gulati held a videoconference to discuss PowerSchool and PowerSchool’s business generally. The participants did not discuss any specific transaction, and Bain did not make a proposal with respect to a potential strategic transaction involving PowerSchool during that meeting. Mr. Gulati promptly informed Messrs. Goldberg and Monti Saroya, co-chairperson of the Board and representative of Vista, a Principal Stockholder, of his conversations with representatives of Bain, including the topics discussed.

On December 21, 2023, a representative of Bain, following up on the conversation from December 18, 2023, reached out to Mr. Gulati to express Bain’s interest in continuing discussions with Mr. Gulati regarding PowerSchool, including with respect to PowerSchool’s organic growth potential and strategic M&A opportunities. Representatives of Bain and Mr. Gulati agreed to find time in the new year to continue discussions. No specific transaction was discussed, and no proposal with respect to a potential strategic transaction was made by Bain during that meeting. Mr. Gulati promptly informed Mr. Goldberg and Mr. Saroya of his conversations with representatives of Bain, including the topics discussed.

On January 19, 2024, a representative of Bain held a discussion with Mr. Goldberg, during which the representative of Bain again expressed Bain’s interest in PowerSchool. Mr. Goldberg indicated an openness to hearing more if Bain had a proposal. Bain did not make a proposal with respect to a potential strategic transaction involving PowerSchool at this time.

On January 24, 2024, representatives of Bain held a discussion with Mr. Gulati during which the representatives of Bain again expressed Bain’s interest in PowerSchool. Bain did not make a proposal with respect to a potential strategic transaction involving PowerSchool at this time.

On February 5, 2024, a representative of Vista held a discussion with a representative of Bain to generally discuss Bain’s interest in PowerSchool’s business. The participants in the discussion did not discuss any specific transaction, and Bain did not make a proposal with respect to a potential strategic transaction during that meeting.

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On February 14, 2024, representatives of Bain met in-person with Mr. Gulati to continue discussing PowerSchool. No specific transaction was discussed, and no proposal with respect to a potential strategic transaction was made by Bain during that meeting.

On February 21, 2024, the Board held a regular meeting by videoconference with, among others, representatives of the Principal Stockholders in attendance. During an executive session before the meeting, Mr. Gulati informed the Board of recent discussions with representatives of Bain.

On February 28, 2024, following the discussions among representatives of Bain and Mr. Gulati about Bain’s long-standing interest in PowerSchool, a representative of Bain orally communicated to Mr. Goldberg an indicative range of $25.00 to $27.00 per share of Company Common Stock (the “Initial Bain Indication”) to acquire all of PowerSchool’s outstanding shares. In connection with the Initial Bain Indication, the representatives of Bain did not specify particular treatment of the Tax Receivable Agreement in connection with any potential transaction. Mr. Goldberg informed the representatives of Bain that he would discuss the Initial Bain Indication with the Board. A representative of Bain followed up with Mr. Gulati later that day to inform Mr. Gulati that Bain had expressed to Mr. Goldberg Bain’s interest in acquiring PowerSchool.

On March 1, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, PowerSchool’s regular outside legal advisor, and members of PowerSchool’s management in attendance. Mr. Goldberg relayed the Initial Bain Indication to the Board. The Board discussed, among other topics, the recent conversations between the representatives of Bain, Mr. Goldberg and Mr. Gulati and the Initial Bain Indication, and the potential benefits of engaging a financial advisor to assist the Board in evaluating the Initial Bain Indication and to advise the Board with respect to potential responses and other potential strategic transactions that may be available to PowerSchool. Also at this meeting, representatives of Kirkland reviewed with the Board its fiduciary duties and certain process considerations in connection with the Board’s evaluation of the Initial Bain Indication and its review of other potential strategic transactions. Representatives of Kirkland advised the Board that, if the Board determined to move forward with Bain or other potentially interested counterparties, members of PowerSchool’s management who became involved in the process should be asked to cooperate fully with the Board, keep all relevant information strictly confidential, and not engage in discussions with any potential counterparty (or its representatives), including Bain, with respect to employment or compensation matters unless authorized by the Board. Following discussion, the Board instructed the members of management present at the meeting to abide by these guidelines, and noted that members of management who were not present at the meeting but who became aware of a potential strategic transaction process would need to abide by these guidelines.

At this meeting, the representatives of Kirkland also reviewed with the Board certain core considerations in evaluating potential transactions, including evaluating the benefits and risks of a potential transaction to all PowerSchool stockholders, comparing PowerSchool’s standalone plan to a potential transaction, understanding available alternatives and associated risks and opportunities, and determining whether a strategic transaction is in the best interests of PowerSchool and its stockholders at this time. The Board discussed the timing of a potential transaction, including with respect to the overall market outlook. Also at this meeting, the representatives of the Principal Stockholders expressed their willingness to further consider supporting as stockholders a potential strategic transaction involving PowerSchool, if the transaction was at a compelling value that was in the best interests of all of PowerSchool’s stockholders. The representatives of the Principal Stockholders also stated that neither Principal Stockholder was interested in rolling over any portion of its respective equity stake in PowerSchool or in acquiring shares of PowerSchool not already owned by the Principal Stockholders in a take-private transaction. The Board, based on the expertise and industry knowledge of Goldman Sachs and Goldman Sachs’ familiarity with PowerSchool, determined to invite representatives of Goldman Sachs to present to the Board regarding its capabilities relating to a potential M&A advisory engagement role to assist the Board with evaluating the Initial Bain Indication and assessing other potential strategic transactions available to PowerSchool.

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On March 4, 2024, Mr. Goldberg and Mr. Saroya held a teleconference with representatives of Bain where they conveyed that they had shared the Initial Bain Indication with the Board and that the Board determined to consider engaging Goldman Sachs as financial advisor to assist the Board in determining next steps. Mr. Goldberg and Mr. Saroya informed the representatives of Bain that they would revert to the representatives of Bain with respect to the Initial Bain Indication following the Board’s review of the Initial Bain Indication.

On March 5, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs and members of PowerSchool’s management in attendance. During the meeting, representatives of Goldman Sachs presented to the Board, based on publicly available information, among other topics, a review of historical trading performance of the Class A Common Stock, an overview of current Wall Street research analyst estimates with respect to PowerSchool, an illustrative analysis of certain financial metrics and multiples at various prices of Class A Common Stock, an overview of the current software M&A environment and a review of premia paid in recent selected precedent public company software transactions. Representatives of Goldman Sachs presented to the Board various potential alternatives to determine buyer interest in a strategic transaction process (if the Board determined to pursue any such process), ranging from one-on-one discussions with Bain to a broader strategic transaction process where Goldman Sachs could conduct outreach to additional potential counterparties. Representatives of Goldman Sachs presented the Board with a preliminary list of 13 parties for potential outreach, which were viewed as the parties most likely to be interested in acquiring PowerSchool (the “Outreach Parties”), and which consisted of eight financial sponsors and five strategic companies. The list was compiled by members of PowerSchool’s senior management and representatives of the Principal Stockholders in consultation with representatives of Goldman Sachs based on its expertise and industry knowledge, considering various factors that, among other things, reflected the parties’ knowledge of (and historical interest in) PowerSchool and the broader industry sector in which it operates, their historical acquisition activity profile, their perceived approach to valuation and risk tolerance and the parties’ perceived equity capacity. Following the presentation by representatives of Goldman Sachs, the representatives of Goldman Sachs departed the meeting, at which time the Board discussed next steps, including whether to engage Goldman Sachs as PowerSchool’s financial advisor to assist the Board in evaluating the Initial Bain Indication and conduct a broader review of potential strategic alternatives, as well as a discussion regarding the parties identified by Goldman Sachs for potential outreach (including the Outreach Parties). Following discussion, the Board determined to engage Goldman Sachs as PowerSchool’s financial advisor and to begin outreach as part of a strategic review process. Following the meeting, based on discussions with the Board, Messrs. Goldberg and Saroya informed a representative of Goldman Sachs that the Board determined to engage Goldman Sachs and instructed Goldman Sachs to engage in preliminary discussions with the Outreach Parties to determine their interest in a potential strategic transaction with PowerSchool in connection with a broader review of potential strategic alternatives. On behalf of the Board, Messrs. Goldberg and Saroya also instructed Goldman Sachs to engage with representatives of Bain regarding its interest in a potential strategic transaction with PowerSchool.

On March 7, 2024, Mr. Goldberg and Mr. Saroya contacted representatives of Bain to inform them that the Board had determined to engage Goldman Sachs as PowerSchool’s financial advisor in connection with a strategic review process and that Bain should expect to hear from representatives of Goldman Sachs in the near future regarding the Initial Bain Indication.

On March 12, 2024, representatives of Goldman Sachs contacted representatives of Bain to inform Bain, at the instruction of the Board, that Bain would need to submit a higher offer for PowerSchool before they would be willing to engage further and provide Bain with access to confidential information. The representatives of Bain indicated they would continue to conduct due diligence with respect to PowerSchool based on publicly available information.

On March 13, 2024, representatives of Bain orally communicated to representatives of Goldman Sachs that Bain would be willing to increase its proposed per share price by $0.50 to a range of $25.50 to $27.50 per share (the “Revised Bain Indication”). In connection with the Revised Bain Indication, the representatives of Bain did

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not specify particular treatment of the Tax Receivable Agreement in connection with any potential transaction. The same day, representatives of Goldman Sachs informed the Board of the Revised Bain Indication. After discussing with the co-chairpersons of the Board, representatives of Goldman Sachs informed the representatives of Bain that Bain should continue advancing its due diligence with respect to PowerSchool based on publicly available information and would be able to meet with PowerSchool management as part of their due diligence, but indicated that PowerSchool may be willing to provide more access to PowerSchool’s data and its management in the coming weeks in order to facilitate Bain refining its valuation of PowerSchool.

Over a period of several days starting on March 15, 2024, Bain conducted additional due diligence and met with members of PowerSchool’s management. Representatives of Goldman Sachs informed representatives of Bain they would expect Bain to submit a revised proposal within approximately three weeks.

Beginning on March 15, 2024, over a period of several days, representatives of Goldman Sachs, in accordance with the Board’s instructions at the March 5, 2024 meeting of the Board, commenced outreach to the Outreach Parties. Following Goldman Sachs’ outreach to the Outreach Parties, seven of these parties, consisting of five financial sponsors and two strategic companies, executed confidentiality agreements with PowerSchool. Each of the confidentiality agreements entered into by PowerSchool with these potential counterparties (other than Party F, described below, which was based on Party F’s form confidentiality agreement and did not contain standstill provisions) contained substantially similar provisions to the provisions of the confidentiality agreement PowerSchool entered into with Bain described below, including among other terms, a customary standstill provision that prohibited these parties (for an agreed upon period) from, among other things, offering to acquire or acquiring PowerSchool without the prior consent of PowerSchool, except that such potential counterparties could make confidential acquisition proposals directly to the Board at any time and the standstill would fall away after PowerSchool entered into a definitive agreement with a third party providing for a change of control transaction of PowerSchool.

Six of the Outreach Parties did not execute confidentiality agreements with PowerSchool and did not attend a management presentation. Representatives of these parties conveyed various reasons to representatives of Goldman Sachs for determining not to pursue an acquisition of PowerSchool, including, among other reasons, that a strategic transaction with PowerSchool did not fit current strategic priorities, that PowerSchool’s business was not a core industry focus for a party, the belief that a strategic transaction would require too large of an equity commitment, and valuation concerns, including with respect to their ability to pay a premium to PowerSchool’s then-current trading price.

On March 20, 2024, Mr. Gulati had an in-person discussion with a representative of an Outreach Party that is a financial sponsor (“Party A”) with respect to Party A’s potential interest in a transaction involving PowerSchool.

On March 21, 2024, representatives of Bain conducted a due diligence session with representatives of PowerSchool. Later that night, representatives of Bain attended a dinner with representatives of PowerSchool.

Also on March 21, 2024, following outreach by representatives of Goldman Sachs earlier in the day, a large corporation in the technology industry told representatives of Goldman Sachs that an acquisition of PowerSchool did not fit with that party’s current priorities and it would not be pursuing an acquisition of PowerSchool.

On March 22, 2024, representatives of Bain and representatives of Goldman Sachs held a discussion in which the representatives of Bain expressed continued interest in conducting due diligence with respect to, and potentially acquiring, PowerSchool following their recent meetings with PowerSchool management.

On March 25, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs and members of PowerSchool’s management in attendance. Representatives of Goldman Sachs provided an update with respect to ongoing

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discussions with potential counterparties, including with respect to the status of the potential counterparties’ respective due diligence reviews and their preliminary assessments of PowerSchool. Representatives of Goldman Sachs conveyed to the Board that while feedback had generally been positive, as of that time, no party other than Bain had submitted an indication of interest. Representatives of Goldman Sachs also provided an overview of upcoming meetings with potential counterparties and reviewed timing considerations to obtain price feedback from potential counterparties, and representatives of Goldman Sachs and the Board discussed April 16, 2024 as a potential date to request that interested parties provide indications of interest. Also on March 25, 2024, Party A executed a confidentiality agreement with PowerSchool.

On March 26, 2024, representatives of Bain and representatives of Goldman Sachs held a discussion regarding potential third-party equity financing sources that Bain was seeking permission to contact, where the representatives of Bain communicated to representatives of Goldman Sachs that given the size of the equity commitment that would be required in connection with an acquisition of PowerSchool, Bain would be required to seek additional equity financing, such as from limited partners, other equity investors, existing stockholders of PowerSchool (including the Principal Stockholders), or a combination thereof.

On March 27, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs and members of PowerSchool’s management in attendance. Eric Shander, PowerSchool’s Chief Financial Officer, presented to the Board a proposed financial profile of PowerSchool, including management’s long-range projections (the “PowerSchool Projections” as discussed in further detail in the section of this information statement entitled “Special Factors—Certain Company Financial Forecasts” beginning on page 79) to be provided to potential counterparties and to be used by the Board to compare the standalone business of PowerSchool to any proposals received from counterparties. At this meeting, the Board discussed the various assumptions contained in the PowerSchool Projections and, following discussion, the Board authorized Goldman Sachs to share the PowerSchool Projections with the potential transaction counterparties in connection with its ongoing engagement. The Board approved Bain reaching out to a limited number of equity financing sources.

Also on March 27, 2024, PowerSchool executed a confidentiality agreement with another Outreach Party that is a financial sponsor (“Party B”).

Also on March 27, 2024, representatives of Bain and representatives of Goldman Sachs held a discussion in which Goldman Sachs communicated that the Board had approved Bain reaching out to a limited number of potential equity financing sources.

On March 28, 2024, PowerSchool entered into a confidentiality agreement with Bain. The confidentiality agreement permitted Bain to discuss the contemplated transaction with certain financing sources and included customary non-disclosure and non-use provisions and a customary standstill provision that prohibited Bain (for an agreed upon period) from, among other things, offering to acquire or acquiring PowerSchool without the prior consent of PowerSchool, except that Bain could make confidential acquisition proposals directly to the Board at any time and the standstill would fall away after PowerSchool entered into a definitive agreement with a third party providing for a change of control transaction of PowerSchool. The confidentiality agreement also prohibited Bain from entering into any exclusivity or lock-up arrangement with any financing source without PowerSchool’s consent and from having discussions with PowerSchool’s management team regarding an equity rollover or any post-transaction employment or compensation matters without the prior written consent of the Board. On this day, PowerSchool also entered into a confidentiality agreement with another Outreach Party that is a financial sponsor (“Party C”).

Also on March 28, 2024, representatives of Bain participated in a videoconference management presentation with representatives of PowerSchool. Separately, representatives of Bain and representatives of Goldman Sachs held a discussion in which Bain expressed positive feedback following the management presentation. Also on this day, another financial sponsor that Goldman Sachs contacted as part of the outreach to the Outreach Parties

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told representatives of Goldman Sachs that it did not have deep industry experience in PowerSchool’s specific industry and did not believe it would be able to complete satisfactory diligence in order to participate in the opportunity and submit a proposal at the timing anticipated for the strategic transaction process. On March 29, 2024, another financial sponsor told representatives of Goldman Sachs that it also would not be able to participate in the opportunity to pursue a strategic transaction involving PowerSchool, in part due to the fact that it would not be able to submit a proposal at a premium above PowerSchool’s then-current trading price as well as the large equity commitment that would be required in connection with a strategic transaction.

By March 30, 2024, all Outreach Parties that had executed confidentiality agreements to date had been granted access to due diligence information regarding PowerSchool, including the PowerSchool Projections, in a virtual data room. Each potential counterparty that subsequently entered into a confidentiality agreement with PowerSchool was granted access to the data room on the same day the party entered into a confidentiality agreement. The virtual data room was updated with additional due diligence information throughout the strategic transaction process. In total, nine potential counterparties and their advisors were provided with access to the virtual data room during the strategic transaction process.

On April 1, 2024, PowerSchool executed confidentiality agreements with two Outreach Parties that are financial sponsors (“Party D” and “Party E”) and an Outreach Party that is a corporation in the software industry (“Party F”). On this day, representatives of Party B and Party F also attended separate management presentations held by representatives of PowerSchool.

On April 2, 2024, following a request from Bain, representatives of PowerSchool held two additional in-person due diligence sessions with representatives of Bain.

On April 5, 2024, PowerSchool executed a confidentiality agreement with an Outreach Party that is a corporation in the software and technology industry (“Party G”). The representatives of Party G indicated to representatives of Goldman Sachs that Party G was targeting submission of a non-binding indication of interest in the coming weeks, but did not convey a potential valuation range. Also on April 5, 2024, representatives of PowerSchool held a management presentation with representatives of Party D followed by a lunch together to further discuss a potential strategic transaction.

On April 8, 2024, representatives of Party B attended a follow-up financial model due diligence session. Also on this day, representatives of Party C attended a dinner with representatives of PowerSchool to discuss a potential strategic transaction.

On April 9, 2024, representatives of Party C attended a PowerSchool management presentation. Also on this day, representatives of Party B attended another due diligence session with representatives of PowerSchool.

Also on April 9, 2024, at the instruction of the Board, representatives of Goldman Sachs sent out a process letter to Party A, Party B, Party C, Party D and Party E, requesting that these parties submit an indicative non-binding offer by April 16, 2024. The process letter requested, among other items, that each party provide the amount of consideration on a per share basis that it was prepared to pay for all of the outstanding shares, share equivalents and equity awards of PowerSchool and advised that parties should assume a fixed total dollar value to terminate the Tax Receivable Agreement (which fixed dollar figure was not included in the process letter but was communicated to the parties prior to April 16, 2024 to be approximately $500 million based on the terms of the Tax Receivable Agreement). The process letter provided that all of PowerSchool’s stockholders would receive cash consideration with no rollover from PowerSchool’s existing stockholders and noted that any financing contingencies and uncertainties would have a substantial negative impact on PowerSchool’s view of a proposal. At this time, Bain, Party A, Party B, Party C, Party D, Party E, Party F and Party G were the only potential counterparties in the process interested in a potential strategic transaction involving PowerSchool. As Bain had already submitted a proposal and was continuing to conduct due diligence, including to refine its valuation, representatives of Goldman Sachs did not send a process letter to Bain. Bain did, however, receive

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materials related to the Tax Receivable Agreement. Goldman Sachs also did not send a process letter to Party G, which was continuing to progress its own due diligence review, including with respect to PowerSchool’s long-term growth, and had communicated to representatives of Goldman Sachs that it required additional time to submit a proposal. Party F also did not receive a process letter, as it had previously indicated to representatives of Goldman Sachs that it was going to assess the potential strategic transaction internally before accepting the opportunity to participate in the strategic transaction process.

On April 10, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs and members of PowerSchool’s management in attendance. The purpose of the meeting was to discuss the terms of the Tax Receivable Agreement entered into between PowerSchool and the Principal Stockholders in connection with PowerSchool’s initial public offering. Under the terms of the Tax Receivable Agreement, the beneficiaries of the Tax Receivable Agreement were entitled to certain tax benefit payments, including an acceleration of these payments under a formula set forth in the Tax Receivable Agreement upon consummation of a change of control transaction involving PowerSchool, of which the Principal Stockholders were entitled to approximately 97.5% of these potential payments. A representative of Goldman Sachs reviewed for the Board the potential financial aspects of the Tax Receivable Agreement in connection with a strategic transaction in the context of evaluating proposals received by counterparties in the strategic transaction process. The representative of Goldman Sachs discussed with the Board that, to enable an effective comparison between proposals, all counterparties should attribute a uniform value to the Tax Receivable Agreement based on an estimate of the payments that would become payable to the beneficiaries of the Tax Receivable Agreement in the event of a change of control transaction. Representatives of Goldman Sachs also provided the Board with a summary of financial aspects of similar tax receivable agreements in certain recent comparable transactions. Representatives of Ernst & Young LLP (“EY”), PowerSchool’s accounting advisor, also reviewed with the Board certain matters with respect to the Tax Receivable Agreement. Representatives of Goldman Sachs also provided the Board with an update on the strategic transaction process, including feedback received from potential counterparties, the status of due diligence potential counterparties had conducted with respect to PowerSchool (and the areas of focus for the various potential counterparties), and the scheduled follow-ups and next steps to continue engagement with these potential counterparties to ensure that these potential counterparties were able to efficiently complete their respective due diligence reviews. Following the meeting, a representative of the Board authorized Goldman Sachs to provide to potential counterparties an assumed value of the Tax Receivable Agreement of $500 million for the purpose of submitting proposals as contemplated in the process letter sent to potential counterparties on April 9, 2024.

From April 10, 2024 through April 16, 2024, six parties declined to participate further in the strategic transaction process and did not submit indications of interest. Party A told representatives of Goldman Sachs that it would not be able to make a proposal at a premium to PowerSchool’s then-current trading price and, given the challenges facing the initial public offering markets, was concerned about its ability to ultimately exit from any such investment in PowerSchool. Representatives of Party B, after conducting several due diligence sessions with representatives of PowerSchool, conveyed to representatives of Goldman Sachs they were not able to get to a proposal at an offer price above PowerSchool’s then-current trading price given, among other factors, questions around PowerSchool’s plans regarding artificial intelligence and its plans outside the United States. Representatives of Party C expressed to representatives of Goldman Sachs that they also would not be able to make a proposal at a reasonable premium above PowerSchool’s then-current trading price. Representatives of Party D, which had conducted a significant amount of due diligence with respect to PowerSchool, expressed to representatives of Goldman Sachs that it was not in a position to complete a change of control transaction at this time, but might be interested in partnering with another potential counterparty with respect to a strategic transaction. Representatives of Party E conveyed to representatives of Goldman Sachs that it would not be able to submit a proposal at a premium above PowerSchool’s then-current trading price, and expressed concerns over the forward growth and margin assumptions reflected in the PowerSchool Projections. Representatives of Party E

further stated that it would not be interested in an acquisition of the whole company, but indicated Party E may be interested in a structured transaction that would provide some liquidity to PowerSchool, although it did not

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submit any proposal with respect to a transaction with PowerSchool. Representatives of Party F expressed to representatives of Goldman Sachs that it did not have the capability at this time to pursue an acquisition of PowerSchool while also advancing its other strategic priorities. Between April 10, 2024 and April 16, 2024, representatives of Goldman Sachs and PowerSchool continued to assist the due diligence review by Party G.

On April 15, 2024, representatives of Bain orally communicated to representatives of Goldman Sachs a revised all-cash proposal of $24.00 per share (the “Bain April 15 Proposal”), which included an assumption of a full waiver by all beneficiaries of the Tax Receivable Agreement of potential tax payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction. Representatives of Bain conveyed to representatives of Goldman Sachs that Bain reduced its offer compared to its prior offer based on its due diligence findings to date. Representatives of Goldman Sachs promptly shared the Bain April 15 Proposal with the Board.

As of April 16, 2024, the date on which the process letter requested potential counterparties submit non-binding indications of interest, no party that received a process letter submitted an indication of interest. During this time, representatives of Goldman Sachs and PowerSchool continued to assist the due diligence review by Party G. In addition to Bain, Party G was the only other party continuing to evaluate a potential strategic transaction with PowerSchool. In order to explore the feasibility of a potential strategic transaction with Party G, representatives of Kirkland engaged with representatives of Party G to discuss the potential regulatory risk associated with a strategic transaction involving Party G and PowerSchool. Based on these preliminary discussions, representatives of Kirkland determined that a potential strategic transaction with Party G had material regulatory risk as compared to a potential strategic transaction with Bain.

On the morning of April 17, 2024, Spruce Point Capital Management LLC, an investment management firm that focuses on short-selling, value and special situation investment opportunities, publicly released a “short seller” report (the “Spruce Report”) detailing several concerns it had with respect to PowerSchool’s operations. The closing trading price for the Class A Common Stock on April 17, 2024 was $17.79 per share, down from the closing price of $19.73 per share on April 16, 2024. Also on April 17, 2024, certain members of the Board who were available to meet on that day, along with representatives of Goldman Sachs and Kirkland and certain members of PowerSchool’s management, held an informal meeting to discuss the assertions in the Spruce Report and the Bain April 15 Proposal, including the potential impact of the Spruce Report on the strategic transaction process. At this meeting, representatives of Goldman Sachs presented to attendees, among other topics, an update with respect to the recent discussions with potential counterparties (including Bain following its submission of the Bain April 15 Proposal) and the feedback received to date, including from parties who had recently declined to move forward in the process without submitting a proposal. Representatives of Goldman Sachs also presented an overview of the PowerSchool Projections relative to Wall Street research analyst forecast estimates and a preliminary financial analysis based on the PowerSchool Projections. Representatives of Goldman Sachs updated the Board that only Bain and Party G remained interested in a potential strategic transaction, noting that Bain had requested additional time with PowerSchool’s management to undertake product demonstrations, and that Party G had requested additional due diligence sessions with representatives of PowerSchool.

On April 17, 2024, following PowerSchool’s receipt of the Bain April 15 Proposal through April 20, 2024, and after discussions by certain members of the Board regarding the Bain April 15 Proposal, representatives of Goldman Sachs encouraged Bain to increase its offer price.

On April 20, 2024, following discussions between representatives of Goldman Sachs and representatives of Bain, Bain orally communicated to representatives of Goldman Sachs a revised all-cash proposal of $24.40 per share (the “Bain April 20 Proposal”), which included an assumption of a full waiver by all beneficiaries of the Tax Receivable Agreement of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction. Representatives of Goldman Sachs promptly shared the Bain April 20 Proposal with the Board.

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On April 21, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs and members of PowerSchool’s management in attendance. A representative of Goldman Sachs reviewed with the Board the Bain April 20 Proposal and certain proposed potential responses to Bain to encourage Bain to further increase its offer price. The representatives of Goldman Sachs also updated the Board that Party G was the only other party that remained potentially interested in submitting a proposal. The Board directed Goldman Sachs to continue to progress discussions with Party G. Representatives of Kirkland shared with the Board its view that due to regulatory considerations, a potential strategic transaction with Party G would be less certain to close than a transaction with Bain or the other strategic parties that Goldman Sachs had contacted. Following the meeting, and at the direction of the Board, Mr. Goldberg and Mr. Saroya discussed the Bain April 20 Proposal directly with representatives of Bain and encouraged Bain to further increase its offer price. Representatives of Goldman Sachs also had discussions with representatives of Bain to communicate the same message.

On April 22, 2024, Bain orally communicated to representatives of Goldman Sachs a “best and final” all-cash offer to acquire PowerSchool for $24.50 per share (the “Bain April 22 Proposal”), which included an assumption of a full waiver by all beneficiaries of the Tax Receivable Agreement of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction. The Bain April 22 Proposal stated Bain was prepared to negotiate and sign definitive transaction documents prior to PowerSchool’s upcoming earnings announcement on May 7, 2024. Representatives of Goldman Sachs promptly shared the Bain April 22 Proposal with the Board.

On April 22, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs and members of PowerSchool’s management in attendance. Representatives of Goldman Sachs reviewed with the Board the current status of the strategic transaction process, including with respect to the discussions between representatives of Goldman Sachs and representatives of Bain following the April 21, 2024 meeting of the Board and a summary of the Bain April 22 Proposal. Representatives of Goldman Sachs also noted that representatives of Bain previously indicated that given the size of the equity commitment required in connection with the potential transaction Bain would need additional equity financing (such as from limited partners, other equity investors or existing stockholders of PowerSchool, including the Principal Stockholders), which it had not secured to date, and that would need to be addressed before Bain would be in a position to sign definitive transaction documents. At this meeting, the Board also expressed a desire to announce a transaction prior to PowerSchool’s upcoming earnings announcement on May 7, 2024. Given the Bain April 22 Proposal was orally communicated as Bain’s “best and final” offer, the Board determined that, if the Principal Stockholders were supportive as selling stockholders of considering a transaction with Bain at that value, Goldman Sachs should request that Bain submit a written proposal to the Board detailing the material terms and conditions on which Bain was willing to proceed in order for the Board to make an informed decision whether to move forward with Bain. The Board also instructed representatives of Goldman Sachs to continue engaging with Party G, which had still not made an offer at that time but was continuing to conduct due diligence. At the meeting, the representatives of the Principal Stockholders expressed support for the Board’s request that Bain submit a written proposal, including to assess whether the Board and the Principal Stockholders would be supportive of a transaction with Bain taking into account other material terms to be set forth in a written proposal. Following the meeting, at the instruction of the Board, representatives of Goldman Sachs instructed representatives of Bain on April 23, 2024 to submit a formal written proposal including the material terms and conditions on which Bain was willing to proceed with respect to a transaction for the Board to review. As part of that discussion on April 23, 2024, representatives of Goldman Sachs informed the representatives of Bain that PowerSchool expected to negotiate and sign definitive transaction documents prior to its upcoming earnings announcement on May 7, 2024.

On April 23, 2024, representatives of a financial sponsor (“Party H”), which had not been contacted by Goldman Sachs in connection with the strategic transaction process, contacted representatives of Goldman Sachs to state that they had heard rumors of a strategic transaction process involving PowerSchool and noted to representatives of Goldman Sachs that, if Goldman Sachs were going to reach out to additional potential

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counterparties, Party H would like to be contacted. Representatives of Goldman Sachs promptly shared Party H’s outreach with a member of PowerSchool’s management and representatives of the Principal Stockholders, and the representatives of the Principal Stockholders promptly informed the Board of Party H’s outreach.

On April 24, 2024, representatives of Bain submitted a written proposal (the “Bain April 24 Written Proposal”) to representatives of Goldman Sachs, which was promptly shared with the Board and its advisors. The material terms set forth in the Bain April 24 Written Proposal provided that Bain would acquire PowerSchool in an all-cash transaction at a price per-share of $22.17, subject to certain assumptions relating to PowerSchool’s outstanding indebtedness at closing of the potential transaction, the payment by PowerSchool of approximately $500 million under the terms of the Tax Receivable Agreement and the treatment of certain outstanding equity awards of PowerSchool. Representatives of Goldman Sachs subsequently noted for the Board that the per-share price set forth in the Bain April 24 Written Proposal was equal to a price per share of $24.50 if amounts due under the Tax Receivable Agreement in connection with the potential transaction were waived and instead included in the per-share price for the benefit of all stockholders. The Bain April 24 Written Proposal included a requirement of a “significant” equity rollover from existing stockholders, including the Principal Stockholders, subject to Bain controlling a majority of the pro forma equity of PowerSchool after the closing of the potential transaction. The Bain April 24 Written Proposal also set forth Bain’s expectation that the potential transaction would include (i) the approval of a fully-empowered special committee of the Board comprised exclusively of directors independent from the Principal Stockholders and (ii) approval of a majority of the stockholders of PowerSchool unaffiliated with the Principal Stockholders as a condition to the transaction’s closing (the “Majority-of-the-Minority Approval”). Bain also requested PowerSchool’s consent under the confidentiality agreement to engage with several financing sources in connection with the potential transaction and proposed to sign the potential transaction by May 7, 2024.

Also on April 24, 2024, representatives of Goldman Sachs uploaded to the virtual data room an initial draft of the merger agreement (the “Draft Merger Agreement”) prepared by Kirkland. The Draft Merger Agreement, among other things, (i) contained customary representations, warranties and covenants for a transaction involving a financial sponsor buyer, (ii) provided for customary termination rights of PowerSchool, including to enter into an acquisition agreement for a superior proposal (subject to compliance with the terms of the agreement and the payment of a termination fee), and (iii) included “hell or high water” obligations with respect to achieving required regulatory approvals. The Draft Merger Agreement contemplated that the Principal Stockholders, who together held the requisite percentage of voting securities of PowerSchool to approve a change of control transaction in accordance with the DGCL and PowerSchool’s organizational documents, would deliver a written consent approving the Merger after signing of the merger agreement. The Draft Merger Agreement did not contemplate a rollover by any PowerSchool stockholders or Majority-of-the-Minority Approval. The Draft Merger Agreement also did not contemplate any amendment to the terms of, or any waiver of the potential payments to be owed under the Tax Receivable Agreement in connection with a change of control transaction.

Also on April 24, 2024, Goldman Sachs delivered a relationship disclosure letter to the Board, which letter addresses Goldman Sachs’ relationships with each of the Principal Stockholders and Bain.

Also on April 24, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs and members of PowerSchool management in attendance. Representatives of Goldman Sachs provided a process update, an overview of the financial aspects of the Bain April 24 Written Proposal, a summary of the historical trading history of the Class A Common Stock and a preliminary illustrative analysis of the Class A Common Stock at various prices. At this meeting, the Board also discussed Goldman Sachs’ relationship disclosure letter from Goldman Sachs delivered to the Board prior to the meeting. The Board concluded that none of the relationships disclosed would affect Goldman Sachs’ ability to serve as PowerSchool’s financial advisor. Representatives of Kirkland orally disclosed to the Board relationships of Kirkland, including certain representatives of Kirkland, with PowerSchool, the Principal Stockholders, Bain and other relevant parties, which included, among other things, the fact that Vista and Bain are long-standing clients of Kirkland with multiple concurrent engagements and that certain partners of

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Kirkland are members of a limited partnership that is an investor in one or more investment funds affiliated with Vista and Bain. Following Kirkland’s oral disclosure, the Board concluded that none of the relationships disclosed would affect Kirkland’s ability to serve as PowerSchool’s legal advisor. Representatives of Kirkland also reviewed with the Board certain key terms of the Draft Merger Agreement that was uploaded to the virtual data room. Also at this meeting, representatives of Kirkland advised the Board with respect to certain process considerations based on the Bain April 24 Written Proposal. The Principal Stockholders addressed Bain’s requirement for a significant equity rollover in the Bain April 24 Written Proposal, reiterating their strong preference for a full cash-out of their holdings in any transaction. However, the representatives of the Principal Stockholders indicated to the Board that they may be willing to consider a rollover of a portion of their equity in PowerSchool in order to facilitate a transaction with Bain if the Board determined that such a transaction was in the best interests of all PowerSchool stockholders. Representatives of the Principal Stockholders also addressed Bain’s requirement of Majority-of-the-Minority Approval and indicated they were not supportive of this requirement, including based on the thorough strategic transaction process conducted to date and in order not to impair certainty of closing of any transaction. In light of the potential rollover by the Principal Stockholders and the possible acceleration of payments due under the Tax Receivable Agreement, the Board determined that it was appropriate to establish a special committee comprised of directors independent from the Principal Stockholders, initially consisting of Barbara Byrne, Ronald D. McCray and Amy McIntosh (subject to the final determination upon review of the proposed committee members by the Special Committee with the assistance of any legal advisors selected by the Special Committee). The Board passed resolutions authorizing and empowering the Special Committee to, among other things, (i) review and evaluate the potential transaction, including a possible rollover by the Principal Stockholders and the treatment of the Tax Receivable Agreement in connection therewith (including potential amendments thereto or termination thereof, and including potential acceleration of Tax Receivable Agreement payments that may be triggered by the potential transaction), (ii) make such investigation of the potential transaction and certain alternatives thereto (including remaining an independent company) as the Special Committee, in its sole discretion, deems advisable or appropriate, (iii) if the Special Committee considers it advisable or appropriate, review and provide input with respect to the price, structure, form, terms and conditions of the potential transaction or certain alternatives thereto (including remaining an independent company) and the form, terms and conditions of any definitive agreements in connection therewith, (iv) determine whether the potential transaction is advisable and fair to and in the best interests of PowerSchool and its stockholders, (v) obtain any necessary or desirable advice, assistance and opinions from financial advisors, legal counsel or other advisors, consultants and agents, (vi) recommend to the full Board what action, if any, should be taken by PowerSchool with respect to the potential transaction, the rollover by the Principal Stockholders and the treatment of the Tax Receivable Agreement in connection therewith (including potential amendments thereto or termination thereof, and including the potential acceleration of Tax Receivable Agreement payments that may be triggered by the potential transaction), and (vii) provide reports or recommendations to the Board in regard to the potential transaction at such times as the Special Committee deems appropriate and consistent with its activities. The Board resolutions also provided that the Board would not approve any potential transaction that involves a rollover by the Principal Stockholders or any outcome with respect to the Tax Receivable Agreement that results in the Principal Stockholders receiving a payment under the Tax Receivable Agreement without the prior favorable recommendation of the Special Committee. The Board resolutions also provided that the Special Committee has the authority, in its sole discretion, to interview, select and retain, at PowerSchool’s expense, such legal counsel, financial and other advisors, consultants and agents as it may deem appropriate, in its sole discretion, to evaluate the potential transaction including the rollover by the Principal Stockholders and treatment of the Tax Receivable Agreement in connection therewith (including potential amendments thereto or termination thereof, and including the potential acceleration of Tax Receivable Agreement payments that may be triggered by the potential transaction). The Board resolutions also provided that each member of the Special Committee would receive a cash fee in the amount of $1,500 for each meeting of the Special Committee such member attended (none of which was contingent upon the consummation of any particular transaction or on the Special Committee’s recommendation with respect to any particular transaction). At this time, representatives of the Principal Stockholders had not communicated to the Board whether or not they would be willing to agree to a partial or complete waiver of payments under the Tax Receivable Agreement.

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Later that day, on April 24, 2024, the Special Committee held a meeting by videoconference with a representative of Centerview Partners LLC (“Centerview”) in attendance to discuss potentially engaging Centerview as its independent financial advisor in connection with the Special Committee’s consideration of the potential transaction. At the end of the meeting, the Special Committee selected Centerview to be its financial advisor in light of Centerview’s experience in acting as financial advisor to special committees in public company sale situations, subject to Centerview providing relationship disclosure with respect to Bain, Vista and Onex and the Special Committee’s review of that information.

Also on April 24, 2024, Party G, the only remaining prospective counterparty other than Bain, told representatives of Goldman Sachs that Party G would not be able to submit an offer at an attractive valuation due to concerns surrounding PowerSchool’s potential growth and adverse market dynamics.

In the following days, representatives of PowerSchool and Bain met for several product demonstrations and other due diligence sessions as part of Bain’s due diligence process.

On April 25, 2024, the Special Committee held a meeting by videoconference with a representative of Freshfields Bruckhaus Deringer LLP (“Freshfields”) in attendance to discuss potentially engaging Freshfields as its independent legal advisor in connection with the Special Committee’s consideration of the potential transaction. The Special Committee considered Freshfields’ experience with transactions involving special committees in public company sale situations and in transactions involving tax receivable agreements, as well as Freshfields’ independence with respect to the potential transaction based upon preliminary relationship disclosure made by Freshfields to the Special Committee at the meeting with respect to Bain, Vista and Onex. At the end of the meeting, the Special Committee selected Freshfields as its legal advisor, subject to receipt from Freshfields of a complete relationship disclosure and the Special Committee’s review of that information.

Also on April 25, 2024, representatives of Freshfields met with representatives of Kirkland to receive an informational update from Kirkland on the process that PowerSchool and its advisors had run to date with respect to the potential transaction. Following this discussion, representatives of Kirkland updated Messrs. Goldberg and Saroya with respect to the status of the Special Committee, indicating that the Special Committee had selected a financial advisor and a legal advisor in connection with its review of a potential transaction.

On April 26, 2024, representatives of Kirkland shared an initial draft of the rollover governance term sheet (the “Governance Term Sheet”) with representatives of Freshfields. The Governance Term Sheet was prepared at the request of the Principal Stockholders to reflect the terms on which the Principal Stockholders may be willing to consider a rollover as required by Bain in the Bain April 24 Written Proposal despite their preference to sell all of their holdings in any transaction. Later that day, following Freshfields’ review, representatives of Kirkland shared the draft Governance Term Sheet with representatives of Ropes & Gray LLP (“Ropes”), legal advisor to Bain. While the Bain April 24 Written Proposal provided that Bain would require a “significant” rollover by existing stockholders of PowerSchool but did not include a specific proposal, the draft Governance Term Sheet did not specify a rollover amount.

Also on April 26, 2024, representatives of Freshfields met via teleconference with each member of the Special Committee individually to assess each member’s interests in and independence with respect to the potential transaction.

Also on April 26, 2024, representatives of a financial sponsor (“Party I”), which had not been contacted by Goldman Sachs in connection with the strategic transaction process, contacted representatives of Goldman Sachs to state that they had heard rumors of a strategic transaction process involving PowerSchool. In light of PowerSchool’s and Goldman Sachs’ judgment, informed by the factors considered in selecting the Outreach Parties and general informal discussions between representatives of Goldman Sachs and a senior member of Party I prior to Goldman Sachs’ outreach to the Outreach Parties, that Party I would not be prepared to transact at the valuation that was expected to transpire for a successful transaction, it was decided not to engage with Party I.

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On April 28, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields in attendance to discuss the independence of each of the members of the Special Committee as well as Freshfields and Centerview. Ms. McIntosh confirmed to the Special Committee that she had a very small financial interest in the Tax Receivable Agreement, of which she was unaware at the time of the creation of the Special Committee, and following this disclosure, Ms. McIntosh resigned from the Special Committee and exited the meeting. The Special Committee then discussed the independence of the remaining members of the Special Committee, and concluded that neither of the remaining members of the Special Committee (i.e., Ms. Byrne and Mr. McCray) had any relationships with Bain, Vista or Onex nor any conflicting interest in the potential transaction that would impair their independence or disinterestedness as members of the Special Committee. The Special Committee then discussed the relationship disclosure letter that Centerview had provided to the Special Committee in advance of the meeting, and the complete relationship disclosure provided orally by representatives of Freshfields to the Special Committee at the meeting, and concluded that none of the information provided in these disclosures raised any concerns regarding each of Centerview’s and Freshfields’ independence or ability to advise the Special Committee. Representatives of Centerview then joined the meeting, following which representatives of Freshfields led the Special Committee through a presentation and discussion of its fiduciary duties, a review of PowerSchool’s capitalization and organizational structure and an overview of the Tax Receivable Agreement. The Special Committee also discussed with representatives of Centerview and Freshfields the transaction process leading up to this meeting, certain key issues that the Special Committee would be considering (including the potential for a Majority-of-the-Minority Approval and the treatment of the Tax Receivable Agreement) and next steps.

On April 29, 2024, representatives of Ropes sent to representatives of Kirkland a revised draft of the Governance Term Sheet, which was promptly shared with PowerSchool and the Special Committee and its advisors. The revised draft of the Governance Term Sheet did not include a proposal with respect to the rollover amount of the Principal Stockholders. Following receipt of Ropes’ draft of the revised Governance Term Sheet, representatives of Kirkland and representatives of Ropes held multiple teleconferences to discuss the Governance Term Sheet. During these teleconferences, among other items discussed, representatives of Ropes conveyed to the representatives of Kirkland that Bain expected the Principal Stockholders to jointly rollover an amount of equity in PowerSchool that would result in the Principal Stockholders collectively owning 49% of PowerSchool on a pro forma basis after the closing of the potential transaction. During the course of these discussions, representatives of Kirkland consulted with representatives of Freshfields regarding the Governance Term Sheet.

On May 1, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Centerview provided an overview of discussions that they held with representatives of Goldman Sachs regarding the process leading to the potential transaction, including Goldman Sachs’ outreach efforts to financial sponsors and strategic bidders and the feedback that had been received from those bidders that had declined to pursue a potential transaction. Representatives of Centerview also reviewed with the Special Committee the mechanics of tax receivable agreements generally and how tax receivable agreements have been addressed in the context of change of control transactions, including by reference to precedent transactions. The Special Committee discussed the estimated amounts that would become payable under the Tax Receivable Agreement in connection with the potential transaction, and the range of value that could potentially be transferred to the unaffiliated stockholders of PowerSchool if these amounts were waived in whole or in part. The Special Committee also discussed whether the potential transaction should be structured to require Majority-of-the-Minority Approval, and instructed representatives of Freshfields to reach out to representatives of Kirkland to discuss that topic further.

Also on May 1, 2024, representatives of Ropes sent a revised draft of the Merger Agreement to representatives of Kirkland, which was promptly shared with PowerSchool and the Special Committee and its advisors. Consistent with the Bain April 24 Written Proposal, the Ropes draft of the Merger Agreement included provisions requiring Majority-of-the-Minority Approval. Later that day, representatives of Kirkland and representatives of Ropes held a teleconference to discuss the transaction process and related matters. During this teleconference, the representatives of Kirkland conveyed the view of the Principal Stockholders that the

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transaction should be structured without requiring Majority-of-the-Minority Approval, including, among other reasons, because of the thorough strategic transaction process that Goldman Sachs had conducted as instructed by the Board. The representatives of Kirkland further noted to the representatives of Ropes that the Special Committee would have views on this issue that would need to be incorporated into the discussions. Also on this day, representatives of Kirkland sent to representatives of Ropes an initial draft of the PowerSchool disclosure letter.

Also on May 1, 2024, representatives of Kirkland held a teleconference with representatives of Freshfields to receive an update on the status of the Special Committee’s review of the potential transaction, including the Special Committee’s perspective with respect to requiring Majority-of-the-Minority Approval. Representatives of Freshfields conveyed that Centerview continued to complete its financial analyses with respect to PowerSchool and the Bain April 24 Written Proposal, and that the Special Committee was not yet in a position to provide a view with respect to the terms of the Bain April 24 Written Proposal, including with respect to Majority-of-the-Minority Approval or the treatment of the Tax Receivable Agreement. During this teleconference, the representatives of Kirkland also conveyed the view of the Principal Stockholders that the transaction should be structured without requiring Majority-of-the-Minority Approval, including, among other reasons, because of the thorough strategic transaction process that Goldman Sachs had conducted as instructed by the Board.

Also on May 1, 2024, representatives of Centerview met with Mr. Shander and Shane Harrison, Senior Vice President, Investor Relations, of PowerSchool, to discuss the PowerSchool Projections and the underlying assumptions thereto, as well as the performance and certain tax characteristics of PowerSchool.

Between May 1, 2024 and May 6, 2024, representatives of Kirkland and representatives of Ropes communicated with respect to open issues in the Merger Agreement and the PowerSchool disclosure letter, a form of support and rollover agreement to be executed by the Principal Stockholders in connection with their potential rollover (the “Support and Rollover Agreement”), the Governance Term Sheet and various other transaction documents. The parties also exchanged several drafts of these transaction documents. During the course of these communications and discussions, representatives of Kirkland consulted with representatives of Freshfields with respect to the open issues and drafts of the transaction documents, including sharing and discussing drafts of the Merger Agreement, Support and Rollover Agreement and Governance Term Sheet prior to sharing these drafts with representatives of Ropes.

On May 2, 2024, the Special Committee held a meeting via videoconference with a representative of Freshfields in attendance. The representative of Freshfields reviewed with the Special Committee the legal and financial terms of the engagement letter, which did not include the value of any payments under the Tax Receivable Agreement in the computation of the transaction fee to be paid to Centerview, to be entered into with Centerview to formalize the engagement of Centerview as financial advisor to the Special Committee. Following discussion, the Special Committee authorized Freshfields to finalize the engagement letter on the terms discussed at the meeting. At this meeting, the representative of Freshfields also reviewed with the Special Committee the discussions that representatives of Freshfields held with representatives of Kirkland the day prior, including with respect to the views of the Principal Stockholders on a potential Majority-of-the-Minority Approval requirement. The Special Committee and the representative of Freshfields discussed the pros and cons of having a Majority-of-the-Minority Approval requirement and, following discussion, the Special Committee determined that it would continue assessing whether to request such a requirement. In addition, the representative of Freshfields provided the Special Committee with an update on the timing of the potential transaction, as well as on the status and certain terms of the transaction documents that had been progressed.

Also on May 2, 2024, representatives of Ropes sent to representatives of Kirkland initial drafts of the equity commitment letter (the “Equity Commitment Letter”) and limited guarantee (the “Limited Guarantee”) to be executed by Bain in connection with the proposed transaction.

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On May 3, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Centerview provided an overview of the PowerSchool Projections, detailing how these projections compare to consensus estimates, as well as the potential key assumptions and risks involved in achieving the PowerSchool Projections. Following this discussion, the Special Committee then reviewed potential next steps with respect to the potential transaction, including whether to, at such time, request that (i) the potential transaction be structured to require Majority-of-the-Minority Approval and/or (ii) all or a portion of the potential payments to be owed to the beneficiaries of the Tax Receivable Agreement in connection with a change of control transaction be waived. Following this discussion, the Special Committee directed Freshfields to convey to representatives of Kirkland the Special Committee’s desire to structure the potential transaction to require Majority-of-the-Minority Approval, and to also convey to representatives of Kirkland that the Special Committee’s proposal with respect to any waiver of payments under the Tax Receivable Agreement would be forthcoming once Centerview had completed its ongoing financial analysis work. Also on May 3, 2024, representatives of Freshfields held a teleconference with representatives of Kirkland to convey these messages.

On May 5, 2024, representatives of Ropes sent to representatives of Kirkland an issues list containing certain key open issues in the Merger Agreement and the Governance Term Sheet, which was promptly shared with PowerSchool and the Special Committee and its advisors. Among the open items with respect to the Merger Agreement were the termination fees to be payable by PowerSchool and Bain, the regulatory efforts standard, the treatment of equity awards, closing timing and the conditions to the closing of the Merger. The open items with respect to the Governance Term Sheet included, among other things, the quantum and related aspects of the rollover by the Principal Stockholders, certain governance rights, transfer restrictions and liquidity rights. On this day, representatives of Ropes also shared with representatives of Kirkland a draft of a debt commitment letter (the “Debt Commitment Letter”) that contemplated debt financing consisting of a term loan facility in an aggregate principal amount equal to $2.375 billion, a delayed draw term loan facility in an aggregate principal amount equal to $500 million and a revolving credit facility in an aggregate principal amount equal to $300 million. Representatives of Kirkland promptly shared the draft of the Debt Commitment Letter with PowerSchool, the Special Committee and its advisors.

Later in the day on May 5, 2024, following input from PowerSchool, Freshfields and the Principal Stockholders, Kirkland sent responses to the issues list previously sent by Ropes. With respect to the treatment of the Tax Receivable Agreement and the requisite stockholder approval, Kirkland’s issues list provided that both items were subject to discussion with the Special Committee.

Also on May 5, 2024, representatives of Kirkland had a teleconference with representatives of Freshfields, during which the representatives of Kirkland conveyed that the Principal Stockholders would only be prepared to discuss the Special Committee’s request for the Majority-of-the-Minority Approval requirement after receiving the Special Committee’s proposal on the treatment of the Tax Receivable Agreement.

Also on May 5, 2024, representatives of Bain and the Principal Stockholders also had a discussion to attempt to resolve remaining open transaction items.

On May 6, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Freshfields provided an update on the discussions they held with representatives of Kirkland since the prior meeting of the Special Committee, including the fact that Kirkland had conveyed the Principal Stockholders’ position that they would need to receive the Special Committee’s position on the treatment of the Tax Receivable Agreement before discussing the Special Committee’s request for the Majority-of-the-Minority Approval requirement. In addition, representatives of Freshfields provided an update on the status and certain terms of the transaction documents that had been progressed. Representatives of Centerview reviewed with the Special Committee, among other topics, (i) the financial terms of the Bain April 24 Written Proposal, (ii) the illustrative impact on the per share price of the proposal resulting from a waiver of all or a portion of the potential payments to be owed by PowerSchool under

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the Tax Receivable Agreement in connection with a change of control transaction, (iii) the current and historical trading performance of PowerSchool’s shares and (iv) Centerview’s preliminary financial analyses in respect of PowerSchool and the proposal from Bain. Following discussion, the Special Committee then reviewed the possible concessions it could seek from the Principal Stockholders with regard to the treatment of the Tax Receivable Agreement, taking into account Centerview’s preliminary financial analyses and presentation on the illustrative impact of potential waivers, and with regard to requiring a Majority-of-the-Minority Approval. Following this discussion, the Special Committee directed Freshfields to convey to representatives of Kirkland its request for full waiver of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction, and to also reiterate to representatives of Kirkland the Special Committee’s desire that the potential transaction be structured to require the Majority-of-the-Minority Approval. Also on May 6, 2024, representatives of Freshfields held a teleconference with representatives of Kirkland to convey this message.

Later on May 6, 2024, representatives of Kirkland held a teleconference with representatives of Freshfields, during which representatives of Kirkland communicated that the Principal Stockholders had informed Kirkland that they (i) were willing to waive all amounts payable under the Tax Receivable Agreement, other than approximately $40 million that was then payable but that had been deferred due to restrictive covenants under PowerSchool’s credit agreement and (ii) were unwilling to proceed with a transaction that was structured to require the Majority-of-the-Minority Approval.

Later on May 6, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Freshfields provided the Special Committee with an update on its discussions with Kirkland, including the latest proposal by the Principal Stockholders in respect of the treatment of the Tax Receivable Agreement and the inclusion of the Majority-of-the-Minority Approval condition. Following discussion among the Special Committee and its advisors, the Special Committee determined that it would be willing to forego requiring the Majority-of-the-Minority Approval condition in light of the substantial economic concession the Principal Stockholders were willing to agree to with respect to the Tax Receivable Agreement, as well as the full strategic transaction process that had been run with respect to the potential sale of PowerSchool, but that the Special Committee should nevertheless continue to seek a full waiver of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction. The Special Committee directed Freshfields to communicate this position to Kirkland, which representatives of Freshfield did promptly following the meeting.

Later on May 6, 2024, representatives of Bain told representatives of Goldman Sachs that, based on due diligence conducted since Bain submitted the Bain April 24 Written Proposal as well as financing considerations with respect to obtaining the requisite funds for the potential transaction, Bain was no longer willing to pursue a transaction at the per-share valuation set forth in the Bain April 24 Written Proposal of $22.17 (which price was equal to a price per share of $24.50 if amounts due under the Tax Receivable Agreement were waived in their entirety and instead included in the per share price to all stockholders). Bain noted that it would continue to conduct due diligence to determine whether it would be able to make a revised proposal. Representatives of Kirkland informed representatives of Freshfields of these developments, which developments were promptly shared with the Special Committee.

Also on May 6, 2024, the Special Committee and PowerSchool executed an engagement letter with Centerview, providing for Centerview’s engagement as the Special Committee’s independent financial advisor.

On May 7, 2024, PowerSchool released its quarterly earnings for the quarter ended March 31, 2024.

On May 8, 2024, The Wall Street Journal reported that Bain was pursuing an acquisition of PowerSchool that could value PowerSchool at approximately $6 billion, inclusive of debt (the “WSJ Article”), with a value “somewhere in the $20s per share”. The WSJ Article also stated that the potential transaction could occur in the coming weeks. Following the release of the WSJ Article, representatives of Party H reached out to Mr. Goldberg

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and Mr. Saroya to express their interest in pursuing a potential acquisition of PowerSchool, indicating that Party H could move quickly to conduct due diligence and make a competitive proposal to acquire PowerSchool. Representatives of Party H also conveyed to Mr. Saroya and Mr. Goldberg that they expected Party H may be able to propose a valuation in the mid $20 per share range. In connection with providing this high-level valuation guidance, the representatives of Party H did not specify particular treatment of the Tax Receivable Agreement in connection with any potential transaction. Mr. Goldberg and Mr. Saroya conveyed to representatives of Party H that Goldman Sachs was managing the strategic transaction process but that they would communicate the interest of Party H to the Board. Following discussions with the representatives of Party H, Mr. Goldberg and Mr. Saroya communicated to the Board and representatives of Goldman Sachs that Party H had reached out on an unsolicited basis to express interest in pursuing a potential acquisition of PowerSchool, including the general valuation range at which Party H may be willing to transact. During this time, Mr. Saroya had several discussions with representatives of Party H regarding Party H’s interest in a potential transaction. Given the developments with respect to Bain prior to the publication of the WSJ Article, the Board determined to assist Party H in efficiently completing due diligence and negotiating definitive transaction documents for a potential strategic transaction. Representatives of Kirkland also updated representatives of Freshfields that Party H had expressed their interest in pursuing a potential acquisition of PowerSchool, and representatives of Freshfields in turn provided an update on Party H to the Special Committee.

Also on May 8, 2024, a representative of Party I sent the WSJ Article to representatives of Goldman Sachs, without indicating a specific proposal.

On May 9, 2024, a representative of Party I contacted a representative of Centerview to let them know that they had seen the WSJ Article and that they might be interested in participating in discussions regarding a potential transaction. The representative of Centerview responded that Party I should contact Goldman Sachs as well to convey that interest. The representative of Centerview also informed a representative of Freshfields regarding the outreach from Party I, and Freshfields promptly informed Kirkland of the same.

On May 10, 2024, Party H executed a confidentiality agreement with PowerSchool. The terms of the confidentiality agreement were substantially similar to the terms of the confidentiality agreements PowerSchool entered into with other potential counterparties (including Bain), including that it contained a customary standstill provision that prohibited Party H (for an agreed upon period) from, among other things, offering to acquire or acquiring PowerSchool without the prior consent of PowerSchool, and also permitted Party H to make acquisition proposals at any time after PowerSchool entered into a definitive agreement with a third party providing for a change of control transaction of PowerSchool. Party H was subsequently granted access to the virtual data room (including the PowerSchool Projections provided to other prospective counterparties). Representatives of Party H communicated to representatives of Goldman Sachs that, subject to its ongoing due diligence, Party H would be willing to execute a transaction on substantially similar terms as the contemplated transaction involving Bain and indicated that it would require a significant equity rollover by the Principal Stockholders.

On May 11, 2024, representatives of Kirkland and representatives of Party H’s outside legal advisor had a teleconference to discuss a potential transaction involving PowerSchool and Party H, including the status of Party H’s due diligence review and Kirkland’s preparation of drafts of the Merger Agreement and the PowerSchool disclosure letter, the Support and Rollover Agreement, the Governance Term Sheet and other transaction documents. Representatives of Kirkland also updated representatives of Freshfields with respect to the status of discussions with Party H, and a member of PowerSchool’s management also provided an update to the Special Committee with respect to the status of discussions with Party H. The next day, on May 12, 2024, representatives of Kirkland sent Party H’s outside legal advisor drafts of the Merger Agreement, the Support and Rollover Agreement and the Governance Term Sheet, drafts of which had previously been shared with Freshfields for their input. That evening, representatives of Goldman Sachs provided an update to representatives of Centerview and Freshfields on the status of discussions with each of Bain and Party H. The representatives of Goldman Sachs, Centerview, Kirkland and Freshfields discussed the outreach from Party I, and the representatives of Goldman

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Sachs informed Centerview and Freshfields that as part of general informal industry discussions that they had with a senior member of Party I, it was unlikely that Party I would ultimately be willing to transact with PowerSchool at an attractive valuation or at all. The representatives of Centerview and Freshfields in turn passed along these updates to the Special Committee.

Over the next week, PowerSchool held several due diligence sessions with representatives of Party H.

On May 14, 2024, certain members of the Board who were available to meet that day, along with representatives of Goldman Sachs and Kirkland and certain members of PowerSchool’s management, held an informal meeting where representatives of Goldman Sachs provided attendees with an update on the status of discussions with representatives of Bain and representatives of Party H. Representatives of Goldman Sachs conveyed to meeting attendees that Party H continued to conduct due diligence with respect to PowerSchool but was not yet in a position to submit a proposal.

Also on May 14, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. The Special Committee informed representatives of Freshfields and Centerview of the updates on the potential transaction that had been provided to the Board at the Board meeting earlier that day, including with respect to the ongoing discussions with Bain and Party H and the unsolicited outreach from Party I following the WSJ Article. In respect of Party I’s outreach, the Special Committee discussed the relatively low likelihood of Party I ultimately submitting an offer in light of the prior discussions between Goldman Sachs and Party I. In addition, representatives of Freshfields updated the Special Committee on the status and certain terms of the transaction documents for a potential transaction with Party H.

On May 20, 2024, representatives of Party H’s outside legal advisor sent to representatives of Kirkland revised drafts of the Merger Agreement, the PowerSchool disclosure letter and the Support and Rollover Agreement, which were promptly shared with the Special Committee and its advisors. Through the duration of May, PowerSchool and its advisors continued to progress discussions with Party H regarding a potential strategic transaction, including relating to Party H’s due diligence. Party H did not make a proposal at this time.

On May 24, 2024, Bain submitted a revised written proposal to acquire PowerSchool in an all-cash transaction for $22.50 per share (the “Bain May 24 Written Proposal”), which included an assumption of a full waiver by all beneficiaries of the Tax Receivable Agreement of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction. The Bain May 24 Written Proposal was promptly shared with the Board, the Special Committee and their respective advisors. Prior to the submission of the Bain May 24 Written Proposal, representatives of Bain communicated to representatives of Goldman Sachs that, although Bain remained unwilling to make a proposal at the valuation set forth in the Bain April 24 Written Proposal of $24.50 per share (assuming full waiver by all beneficiaries of the Tax Receivable Agreement of payments to be owed by PowerSchool in connection with a change of control transaction), based on the additional due diligence conducted by Bain since May 6, 2024, it was willing to proceed with a transaction at the valuation reflected in the Bain May 24 Written Proposal. The Bain May 24 Written Proposal also assumed a specified level of outstanding indebtedness of PowerSchool at transaction closing and specified treatment of PowerSchool’s outstanding equity awards, including the conversion of all of PowerSchool’s outstanding and unvested restricted stock units into unvested deferred awards, subject to specified vesting criteria. In addition, the Bain May 24 Written Proposal provided, among other things, that Bain would also require a rollover by the Principal Stockholders such that the Principal Stockholders would collectively hold 49% of the pro forma equity of the post-transaction PowerSchool (after taking into account $100 million of cash to the balance sheet). The Bain May 24 Written Proposal also provided that Bain was prepared to sign definitive transaction documents (which were being negotiated in parallel) by May 26, 2024 on the terms set forth in the proposal. Following review of the Bain May 24 Written Proposal, the Board instructed representatives of Goldman Sachs to communicate to representatives of Bain that the Bain May 24 Proposal was not sufficient, and also to continue to engage with Party H in connection with Party H’s ongoing due diligence review.

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On May 26, 2024, representatives of Party H communicated to representatives of Vista and Goldman Sachs that Party H was progressing its diligence in order to refine its mid-$20 per share valuation range.

On May 29, 2024, representatives of Freshfields held a teleconference with representatives of Kirkland, during which Kirkland provided an update to Freshfields on the status of discussions with each of Party H and Bain.

On June 1, 2024, in the course of ongoing discussions between representatives of Bain and representatives of Goldman Sachs regarding Bain’s ongoing continued due diligence, representatives of Bain expressed that they were planning to submit a revised proposal later that day.

Also on June 1, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Freshfields and Centerview provided the Special Committee with an update on the current status of the potential transaction with respect to each of Bain and Party H, including in regard to the Bain May 24 Written Proposal and Bain’s indication that it would be submitting a further revised proposal later that day.

Later in the day on June 1, 2024, representatives of Bain submitted a revised written proposal to representatives of Goldman Sachs to acquire PowerSchool in an all-cash transaction for $22.75 per share (the “Bain June 1 Written Proposal”), which included an assumption of a full waiver by all beneficiaries of the Tax Receivable Agreement of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction. Representatives of Goldman Sachs shared the Bain June 1 Written Proposal with the Board, the Special Committee and their respective advisors. The Bain June 1 Written Proposal contained substantially similar conditions and assumptions as contained in the Bain May 24 Written Proposal. The Bain June 1 Written Proposal also provided that Bain was prepared to sign definitive transaction documents by June 4, 2024 on the terms set forth in the proposal and requested that PowerSchool and Bain enter into an exclusivity agreement for purposes of finalizing definitive transaction documents in that timeframe. PowerSchool did not enter into any exclusivity agreement with Bain at this time.

Between June 1, 2024 and the signing of the Merger Agreement on June 6, 2024, under the direction and supervision of the Board, Mr. Gulati had several discussions with representatives of Bain with respect to the treatment of PowerSchool’s outstanding equity awards, including PowerSchool’s outstanding and unvested restricted stock units. Mr. Gulati promptly updated the Board following these discussions. At no point during Mr. Gulati’s discussions with Bain did the parties discuss terms of employment for Mr. Gulati or other members of senior management of PowerSchool. In discussions regarding compensation and equity award treatment, representatives of Bain conveyed at a high-level the types of management incentive plans that are typical at portfolio companies of Bain, but did not discuss specific proposals or expectations with respect to potential executive compensation or incentive equity arrangements for Mr. Gulati or other members of senior management of PowerSchool. During this time, representatives of Kirkland and representatives of Ropes also held several teleconferences with respect to the treatment of PowerSchool’s outstanding equity awards, including PowerSchool’s outstanding and unvested restricted stock units. These discussions covered the possibility of elections by certain restricted stock unit holders identified by Mr. Gulati during the period following execution of the Merger Agreement and prior to the closing of the transaction to convert certain of these restricted stock units into replacement restricted stock unit awards of the acquiring entity.

On June 2, 2024, representatives of Goldman Sachs had a discussion with representatives of Bain during which representatives of Goldman Sachs encouraged Bain to increase its proposal to $23.50 per share.

Also on June 2, 2024, representatives of Freshfields sent a draft Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”) to Kirkland, which Kirkland promptly shared with the Principal Stockholders, PowerSchool and representatives of Ropes. The TRA Amendment provided for the full waiver by all beneficiaries of the Tax Receivable Agreement of potential payments to be owed by PowerSchool under the

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Tax Receivable Agreement in connection with a change of control transaction (inclusive of approximately $40 million that was then payable but that had been deferred due to restrictive covenants under PowerSchool’s credit agreement).

Later in the day on June 2, 2024, representatives of Bain submitted a revised proposal to representatives of Goldman Sachs to acquire PowerSchool in an all-cash transaction for $22.80 per share (the “Bain June 2 Written Proposal”), which included an assumption of a full waiver by all beneficiaries of the Tax Receivable Agreement of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction. The Bain June 2 Written Proposal was promptly shared with the Board, the Special Committee and their respective advisors. The Bain June 2 Written Proposal stated that it was Bain’s “best and final” offer. The Bain June 2 Written Proposal contained substantially similar conditions and assumptions as contained in the Bain June 1 Written Proposal. The Bain June 2 Written Proposal also provided that Bain was prepared to sign definitive transaction documents by June 4, 2024 on the terms set forth in the proposal and requested that PowerSchool and Bain enter into an exclusivity agreement for purposes of finalizing definitive transaction documents in that timeframe. PowerSchool did not enter into any exclusivity agreement with Bain at this time. In addition, the Bain June 2 Written Proposal also provided that it would only remain outstanding from the time it is received by the Special Committee until 11:59 p.m. Pacific time on June 2, 2024. If PowerSchool did not accept the Bain June 2 Written Proposal within that timeframe, the Bain June 2 Written Proposal stated Bain would immediately terminate its participation in the process, including all further engagement with PowerSchool and its advisors.

Also on June 2, 2024, representatives of Goldman Sachs had discussions with Party H to check on the status of Party H’s ongoing due diligence of PowerSchool, including whether Party H would be able to submit a proposal in the near term. Later that day, representatives of Party H orally conveyed to representatives of Vista that Party H would only be willing to offer between $20.00 and $21.00 per share in cash, which assumed a full waiver by all beneficiaries of the Tax Receivable Agreement. Representatives of Vista informed representatives of Goldman Sachs of Party H’s indication and representatives of Goldman Sachs shared the indication with the Board.

Later in the day on June 2, 2024, representatives of Goldman Sachs, Centerview, Kirkland and Freshfields held a meeting during which representatives of Goldman Sachs provided an update on the latest discussions with Bain and Party H. During this meeting, representatives of Goldman Sachs and Kirkland conveyed to Centerview and Freshfields that (i) the Principal Stockholders were willing to transact with Bain at the $22.80 per share level contained in the Bain June 2 Written Proposal, (ii) the Principal Stockholders were willing to agree to a full waiver of all payments due under the Tax Receivable Agreement (inclusive of approximately $40 million that was then payable but that had been deferred due to restrictive covenants under PowerSchool’s credit agreement) in connection with a transaction on the terms set forth in the Bain June 2 Written Proposal that did not include Majority-of-the-Minority Approval and (iii) subject to the review and approval of the Special Committee, PowerSchool desired to respond positively to the Bain June 2 Written Proposal, along with a counterproposal on the substantive issues that remained open in the transaction documents.

Later in the day on June 2, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Freshfields and Centerview provided the Special Committee with an update on the potential transaction based on the most recent discussions among Goldman Sachs, Kirkland, Centerview and Freshfields. The Special Committee discussed the additional information that it would need in order to properly evaluate Bain’s proposal, and directed Centerview and Freshfields to seek confirmation (i) from Bain that the offer price set forth in the Bain June 2 Written Proposal was indeed Bain’s “best and final” offer and (ii) from Goldman Sachs and Kirkland that Party H’s latest offer, like the Bain June 2 Written Proposal, contemplated a full waiver of all payments due under the Tax Receivable Agreement. Representatives of Centerview provided perspectives on how the offer price set forth in the Bain June 2 Written Proposal compared to the preliminary financial analysis that Centerview had previously presented to the Special Committee, but noted that they were still in the process of finalizing an updated version of its

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financial analysis. As a result of the outstanding information requests and pending receipt of Centerview’s final financial analysis, the Special Committee determined to defer its final evaluation of the Bain June 2 Written Proposal, but to otherwise allow PowerSchool to respond positively to Bain, subject to the final review of the Special Committee. Representatives of Freshfields reviewed with the Special Committee the open points in the transaction documents as to which PowerSchool was proposing to respond, as well as proposed responses that had been discussed between representatives of Freshfields and Kirkland. Following discussion, the Special Committee determined that it agreed with these responses and concurred with including them in PowerSchool’s response to Bain.

In light of the request for exclusivity included in the Bain June 2 Written Proposal, the Special Committee also considered whether it would be willing to approve PowerSchool entering into an exclusivity agreement with Bain, taking into account, among other things, the facts that (i) the Special Committee had already extracted all of the value it could out of the beneficiaries of the Tax Receivable Agreement in favor of the public stockholders, (ii) the publication of the WSJ Article had served as a public market check (in addition to the strategic transaction process that had been conducted by PowerSchool), and no offer more favorable than the Bain June 2 Written Proposal had surfaced and (iii) there was likely a limit to Bain’s willingness to continue to engage on the potential transaction without exclusivity or finalizing definitive documentation imminently. Following discussion, the Special Committee determined that it would approve PowerSchool granting exclusivity to Bain in order to progress the potential transaction so long as Centerview and Freshfields were able to obtain confirmation of the points that had been identified. The Special Committee also directed Freshfields to ensure that any communications with Bain be clear that the Special Committee was still reviewing the terms of the Bain June 2 Written Proposal.

Following the meeting of the Special Committee, on June 2, 2024, representatives of Goldman Sachs, Centerview, Kirkland and Freshfields held a meeting during which representatives of Centerview and Freshfields provided an update with respect to the Special Committee’s deliberations. During this meeting, representatives of Goldman Sachs and Kirkland confirmed that Party H’s latest offer, like the Bain June 2 Written Proposal, contemplated a full waiver of all payments due under the Tax Receivable Agreement (inclusive of approximately $40 million that was then payable but that had been deferred due to restrictive covenants under PowerSchool’s credit agreement).

Later on June 2, 2024, representatives of Centerview met via teleconference with representatives of Bain. During this meeting, representatives of Centerview requested that Bain increase the offer price in the Bain June 2 Written Proposal. In response, Representatives of Bain conveyed to representatives of Centerview that the Bain June 2 Written Proposal of $22.80 per share was in fact its “best and final” proposal and it had no additional capacity for further increases in purchase price, and the representatives of Bain further stated that if that value was inadequate for the Special Committee, the transaction would not be achievable.

Overnight on June 2, 2024 into June 3, 2024, representatives of Kirkland sent a letter on behalf of the Board (the “June 3 Company Letter”) to representatives of Ropes expressing the Board’s support for the $22.80 share price in the Bain June 2 Written Proposal. Prior to delivery of the June 3 Company Letter, representatives of Kirkland had discussions with representatives of Freshfields regarding the content of the June 3 Company Letter. Representatives of Freshfields confirmed that the Special Committee supported the Board’s positions set forth in the June 3 Company Letter. The June 3 Company Letter noted that PowerSchool’s support for Bain’s proposal was conditioned upon Bain’s acceptance of PowerSchool’s positions on the remaining material terms of the Merger Agreement, including with respect to, among other things, the termination fees to be payable by PowerSchool and Bain, the regulatory efforts standard to be undertaken by the parties, the treatment of certain equity awards, and closing timing. The June 3 Company Letter also stated that the Special Committee had expressed its support for PowerSchool’s positions set forth in the June 3 Company Letter, but was clear that the potential transaction remained subject to final review by the Special Committee and the Board. The June 3 Company Letter also stated if Bain were to accept the terms set forth in the June 3 Company Letter, PowerSchool was prepared to enter into a 48-hour exclusivity period with Bain to finalize the Merger Agreement and other definitive documentation. PowerSchool ultimately did not enter into any exclusivity agreement with Bain.

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Concurrently with the delivery of the June 3 Company Letter, representatives of Kirkland, on behalf of the Principal Stockholders, submitted a letter (the “June 3 Principal Stockholders’ Letter”, together with the June 3 Company Letter, the “June 3 Letters”) to representatives of Ropes setting forth the Principal Stockholders’ positions with respect to the remaining open items in the Governance Term Sheet. Prior to delivery of the June 3 Principal Stockholders’ Letter to representatives of Ropes, representatives of Kirkland had discussions with representatives of Freshfields regarding the content of the June 3 Principal Stockholders’ Letter.

During the afternoon of June 3, 2024, in response to the June 3 Letters, Bain submitted a revised issues list with respect to the remaining open items in the Merger Agreement and the Governance Term Sheet. The remaining open items with respect to the Merger Agreement related to regulatory efforts, closing timing and the treatment of certain equity awards. The remaining key open item in the Governance Term Sheet related to post-transaction liquidity rights of the Principal Stockholders. Throughout June 3, 2024, representatives of Kirkland and representatives of Ropes exchanged drafts of the issues list. Representatives of Kirkland shared drafts of issues lists with representatives of Freshfields for Freshfields’ review and comment, and consulted with representatives of Freshfields on the open issues in the draft documents. Representatives of the Principal Stockholders, representatives of Kirkland, on behalf of PowerSchool, and representatives of Ropes, on behalf of Bain, had several discussions with respect to the remaining open items in the Merger Agreement and the Governance Term Sheet.

Also on June 3, 2024, the Special Committee held a meeting by videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Freshfields provided the Special Committee with an update with respect to the various developments that had occurred since the prior meeting, including confirmation with respect to the points that the Special Committee’s advisors had been asked to confirm, the June 3 Letters and the responsive materials that had been received from Bain.

Between June 3, 2024 and June 6, 2024, representatives of Kirkland and representatives of Ropes exchanged drafts of the Merger Agreement and the PowerSchool disclosure letter, the Support and Rollover Agreement, the Governance Term Sheet, the TRA Amendment, the Debt Commitment Letter, the Equity Commitment Letter, the Limited Guarantee and other transaction documents. During this time, representatives of Kirkland, on behalf of PowerSchool and the Principal Stockholders, and representatives of Ropes, on behalf of Bain, had several discussions with respect to, among other things, the remaining open items in the Merger Agreement and other transaction documents. Representatives of Kirkland shared these drafts of the Merger Agreement and other transaction documents with the Special Committee’s advisors for the Special Committee’s review and comment, and representatives of Kirkland incorporated Freshfields’ input into the Merger Agreement and other transaction documents.

On June 5, 2024, the Special Committee met via videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Freshfields provided an update on the status of the potential transaction with Bain, including with respect to the timeline for finalization of, and the key remaining issues in, the Merger Agreement and other transaction documents. Representatives of Freshfields also reviewed with the Special Committee its fiduciary duties in connection with the potential transaction. At the meeting, representatives of Centerview reviewed with the Special Committee its financial analysis of the proposed $22.80 per share merger consideration. Representatives of Centerview also reviewed with the Special Committee, among other topics, (i) the financial terms of the potential transaction with Bain, (ii) a summary of PowerSchool’s engagement with potential bidders and (iii) the PowerSchool Projections and the potential risks in achieving the results reflected in the PowerSchool Projections. The Special Committee discussed whether it should recommend to the Board the approval of the potential transaction with Bain or whether PowerSchool should remain operating as a standalone company, taking into account numerous factors as set forth in “Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger” beginning on page 45, including (i) the certainty and immediate liquidity and value to PowerSchool’s stockholders, (ii) that the potential transaction included a full waiver of all payments under the Tax Receivable Agreement, including all amounts that would have otherwise become payable to the beneficiaries of the Tax Receivable Agreement in connection with the consummation of

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the Merger, (iii) that PowerSchool had conducted a thorough process to solicit interest from other parties with respect to a potential transaction (as well as the publication of the WSJ Article which acted as a public market-check for other potentially interested parties), (iv) the full realization of the management projections in PowerSchool’s standalone plan being subject to significant execution risk, (v) the fact that PowerSchool, in addition to its publicly traded company peer group, was recently facing a contraction of its trading multiples and (vi) the fact that numerous equity research analysts covering PowerSchool had recently decreased their price targets for PowerSchool. Following discussion, the Special Committee determined that, subject to a further review of Centerview’s valuation analysis upon finalization of the transaction documents, the potential transaction was superior from the point of view of the public stockholders to PowerSchool remaining standalone.

Also on June 5, 2024, PowerSchool executed an engagement letter agreement with Goldman Sachs as financial advisor, effective as of March 6, 2024.

On June 6, 2024, Goldman Sachs delivered an updated relationship disclosure letter to the Board, and Centerview delivered an updated relationships disclosure letter to the Special Committee.

On June 6, 2024, and prior to the Board meeting described below, representatives of Bain and Goldman Sachs discussed remaining open transaction items and representatives of Kirkland and representatives of Ropes finalized their negotiation of the Merger Agreement and the PowerSchool disclosure letter, the form of the Support and Rollover Agreement, the Governance Term Sheet, the Equity Commitment Letter, the Limited Guarantee, the TRA Amendment and other transaction documents. Throughout the day, representatives of Kirkland shared drafts of these documents with representatives of Freshfields for Freshfields’ review and comment. Ropes also finalized its negotiation with the applicable lenders of the Debt Commitment Letter. Afterwards, and prior to the Board meeting described below, representatives of Kirkland delivered the final forms of these documents to the Board and to Freshfields.

On June 6, 2024, the Board held a special meeting by videoconference with, among others, representatives of the Principal Stockholders, Kirkland, Goldman Sachs, Freshfields, Centerview and members of PowerSchool’s management in attendance. The representatives of Kirkland reviewed the terms of the Merger Agreement and the PowerSchool disclosure letter, the Support and Rollover Agreement, the Governance Term Sheet, the Equity Commitment Letter, the Limited Guarantee, the TRA Amendment and other transaction documents. Representatives of Goldman Sachs also reviewed with the Board an updated relationship disclosure letter previously made available to the Board. Following review of Goldman Sachs’ updated disclosure letter, the Board concluded that none of the relationships disclosed would affect Goldman Sachs’ ability to serve as PowerSchool’s financial advisor. Representatives of Kirkland orally disclosed to the Board relationships of Kirkland, including certain representatives of Kirkland, with PowerSchool, the Principal Stockholders, Bain and other relevant parties, which included, among other things, the fact that Vista and Bain are long-standing clients of Kirkland with multiple concurrent engagements and that certain partners of Kirkland are members of a limited partnership that is an investor in one or more investment funds affiliated with Vista and Bain. Following Kirkland’s oral disclosure, the Board concluded that none of the relationships disclosed would affect Kirkland’s ability to serve as PowerSchool’s legal advisor.

Representatives of Goldman Sachs provided a summary to the Board of the strategic transaction process to date leading to the Bain June 2 Written Proposal. Representatives of Goldman Sachs also reviewed with the Board, among other topics, its financial analysis of the proposed $22.80 per share merger consideration as set forth in the Bain June 2 Written Proposal. For more information, see the section of this information statement captioned “Special Factors—Opinion of Goldman Sachs & Co. LLC” beginning on page 56.

During a break in the Board meeting, the Audit Committee of the Board (the “Audit Committee”) held a meeting to review the TRA Amendment in accordance with the Charter of the Audit Committee and PowerSchool’s Related Party Transactions Policy. At this meeting, the members of the Audit Committee observed that the TRA Amendment provided for the full waiver by the beneficiaries of the Tax Receivable

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Agreement of potential payments to be owed by PowerSchool under the Tax Receivable Agreement in connection with a change of control transaction, which potential payments EY had valued at approximately $450 million (inclusive of approximately $40 million that was then payable but that had been deferred due to restrictive covenants under PowerSchool’s credit agreement) based on the $22.80 merger consideration. Following discussion by the members of the Audit Committee as to the terms of the TRA Amendment and the agreement of the Principal Stockholders to waive all potential payments under the Tax Receivable Agreement, the Audit Committee unanimously approved the TRA Amendment.

Following the meeting of the Audit Committee, the Special Committee held a meeting via videoconference with representatives of Freshfields and Centerview in attendance. Representatives of Freshfields reviewed with the Special Committee the independence of each of Centerview (including with respect to the updated relationships disclosure letter previously made available to the Special Committee) and Freshfields. Freshfields noted that, in the preceding two years, it had not provided legal services to the Principal Stockholders. Freshfields also noted that it was currently providing, and during the preceding two years had provided, legal services to Bain in matters unrelated to the potential transaction, but noted that such services were limited and immaterial and that no member of Freshfields’ team representing the Special Committee had provided or was currently providing legal services to Bain. Following such review, the Special Committee affirmed that it did not have any concerns regarding Centerview or Freshfields’ independence or ability to advise the Special Committee with respect to the potential transaction. Representatives of Freshfields then provided the Special Committee with a presentation on the fiduciary duties and standards of review with respect to the potential transaction under Delaware law. The Special Committee then discussed the transaction documents with Freshfields, and, after discussion, the Special Committee determined that it did not have any further questions regarding the terms of the transaction documents. Representatives of Centerview confirmed that the financial analysis presented to the Special Committee on the day prior had not materially changed, and then delivered Centerview’s oral opinion to the Special Committee, which was subsequently confirmed by delivery of a written opinion to the effect that, based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in Centerview’s written opinion, the per share price of $22.80 to be paid to the holders of Class A common stock (other than certain excluded shares) was fair, from a financial point of view, to such holders. After discussion among the Special Committee, the Special Committee (i) determined that it was fair to, and in the best interests of, PowerSchool and its stockholders and declared it advisable to enter into the Merger Agreement providing for the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth therein, (ii) recommended that the Board approve and adopt the Merger Agreement, and (iii) recommended that the Board submit the Merger Agreement to PowerSchool’s stockholders for their adoption and recommended that PowerSchool’s stockholders vote in favor of their adoption of the Merger Agreement. The Special Committee further (i) determined that it was in the best interests of PowerSchool to enter into the TRA Amendment and (ii) recommended that the Board approve the TRA Amendment.

Following the meeting of the Special Committee, the Board reconvened and resumed the Board meeting. A representative of Freshfields provided an overview of the Special Committee’s recommendation to the Board. Representatives of Goldman Sachs then rendered Goldman Sachs’ oral opinion to the Board, which was subsequently confirmed in writing that, as of June 6, 2024, and based upon the subject to the factors and assumptions set forth therein, the $22.80 in cash per share of Class A Common Stock to be paid to holders (other than Parent and its affiliates and the Principal Stockholders and their respective affiliates) of shares of Class A Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders. For more information, see the section of this information statement captioned “Special Factors—Opinion of Goldman Sachs & Co. LLC” beginning on page 56.

After discussion among the Board, the Board, acting upon the recommendation of the Special Committee with respect to the Merger Agreement and the Merger, (i) determined that it is fair to, and in the best interests of, PowerSchool and its stockholders, and declared it advisable, for PowerSchool to enter into the Merger Agreement providing for the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Merger Agreement by PowerSchool, the

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performance by PowerSchool of its covenants and other obligations thereunder, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions set forth therein, (iii) directed that the adoption of the Merger Agreement by written consent be submitted for consideration by PowerSchool’s stockholders in accordance with the Merger Agreement, and (iv) resolved to recommend that PowerSchool’s stockholders approve and adopt the Merger Agreement by written consent in accordance with the DGCL. Further, the members of the Board (acting on the recommendation of the Special Committee with respect to the TRA Amendment) approved the other documents and instruments and other agreements as contemplated by the Merger Agreement (including the TRA Amendment).

On June 6, 2024, PowerSchool and Bain executed the Merger Agreement and delivered executed Support and Rollover Agreements for each of the Principal Stockholders, the Equity Commitment Letter, the Limited Guarantee and the TRA Amendment, as well as a final Governance Term Sheet. PowerSchool delivered the final PowerSchool disclosure letter. Bain also delivered an executed Debt Commitment Letter. Following the execution of the Merger Agreement and other transaction documents, the Principal Stockholders delivered an action by written consent approving the transaction. After execution of the Merger Agreement and the other transaction documents and the delivery by the Principal Stockholders of the written consent approving the transaction, PowerSchool and Bain issued a joint press release announcing the entry into the Merger Agreement before the opening of the U.S. stock exchange on June 7, 2024.

Recommendation of the Special Committee and the Board; Reasons for the Merger

After consideration of various factors as discussed in “The Merger—Recommendation of the Special Committee and the Board; Reasons for the Merger” beginning on page 45, (a) the Special Committee unanimously (i) determined that it is fair to, and in the best interests of, PowerSchool and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, with PowerSchool being the Surviving Corporation and a wholly owned subsidiary of Parent after the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth therein; (ii) resolved to recommend that the Board approve and adopt the Merger Agreement; and (iii) resolved to recommend that the Board submit the Merger Agreement to PowerSchool’s stockholders for their adoption and recommend that PowerSchool’s stockholders vote in favor of the adoption of the Merger Agreement; and (b) the Board (acting on the recommendation of the Special Committee) (i) determined that it is fair to, and in the best interests of, PowerSchool and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by PowerSchool, the performance by PowerSchool of its covenants and other obligations thereunder, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions set forth therein; (iii) directed that the adoption of the Merger Agreement be submitted for consideration by PowerSchool’s stockholders in accordance with the Merger Agreement; and (iv) resolved to recommend that PowerSchool’s stockholders approve and adopt the Merger Agreement in accordance with the DGCL.

The Special Committee

In the course of the Special Committee making such determinations, the Special Committee consulted with its own independent legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Special Committee also considered and balanced against the potentially positive factors a number of potentially negative factors concerning the Merger, including the following factors:

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The Special Committee also considered the factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger to PowerSchool’s stockholders, which factors it believes support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

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The Special Committee also considered the fact that, despite its initial view that the Merger should be conditioned upon Majority-of-the-Minority Approval, the Merger was ultimately only conditioned upon the approval of a majority of the outstanding shares of Company Common Stock entitled to vote thereon. In that connection, the Special Committee ultimately concluded that it was better to proceed with a transaction without the Majority-of-the-Minority Approval condition than to forego the transaction with Bain based on the factors otherwise described in this section, including:

During its consideration of the transaction with Bain, the Special Committee was also aware of and considered that PowerSchool’s directors and executive officers may have interests in the Merger that differ from, or are in addition to, the interests of PowerSchool’s stockholders generally, as described under “Special Factors—Interests of Our Directors and Executive Officers in the Merger” beginning on page 82.

After taking into account all of the factors set forth above, as well as others, the Special Committee determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Special Committee is not intended to be exhaustive, but summarizes the material information and factors considered by the Special Committee in its consideration of the Merger. The Special Committee reached the decision to recommend the Board approve and adopt the Merger Agreement, in light of the factors described above and other factors the Special Committee felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Special Committee did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and individual members of the Special Committee may have given different weights to different factors. The Special Committee conducted an overall analysis of the factors described above, including

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thorough discussions with, and questioning of, senior management of PowerSchool, Centerview as financial advisor, and Freshfields as legal advisor, and considered the factors overall to be favorable to, and to support, its determinations. This explanation of the reasoning of the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 92.

The Board

In the course of the Board making such determinations, the Board consulted with management of PowerSchool, as well as PowerSchool’s legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Board also considered and balanced against the potentially positive factors a number of potentially negative factors concerning the Merger, including the following factors:

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During its consideration of the transaction with Bain, the Board was also aware of and considered that PowerSchool’s directors and executive officers may have interests in the Merger that differ from, or are in addition to, the interests of PowerSchool’s stockholders generally, as described under “Special Factors—Interests of Our Directors and Executive Officers in the Merger” beginning on page 82.

After taking into account all of the factors set forth above, as well as others, the Board determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but summarizes the material information and factors considered by the Board in its consideration of the Merger. The Board reached the decision to recommend and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in light of the factors described above and other factors the Board felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and individual members of the Board may have given different weights to different factors. The Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, senior management of PowerSchool, Goldman Sachs as financial advisor, and Kirkland as legal advisor, and considered the factors overall to be favorable to, and to support, its determinations. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 92.

Required Stockholder Approval for the Merger

Under Delaware law and PowerSchool’s certificate of incorporation, the adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent of stockholders of PowerSchool holding in the aggregate at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon. As of June 6, 2024, the record date for determining stockholders of PowerSchool entitled to vote on the adoption of the Merger Agreement, there were 166,088,147 shares of Class A Common Stock and 37,654,059 shares of Class B Common Stock outstanding. Holders of Class A Common Stock and Class B Common Stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On June 7, 2024, following the execution of the Merger Agreement, the Principal Stockholders, which as of June 6, 2024 collectively beneficially owned and had sole power to vote 105,321,745 shares of Class A Common Stock and 36,914,501 shares of Class B Common Stock, representing approximately 69.8% of the aggregate voting power of the then issued and outstanding shares of Company Common Stock, delivered the Stockholder Consent. No further action by any other PowerSchool stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. As a result, PowerSchool is not soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement. No action by the stockholders of Parent is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the

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meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 228 of the DGCL. This information statement and the notice attached hereto constitute notice to you from PowerSchool of the Stockholder Consent as required by Delaware law.

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its oral opinion, subsequently confirmed in writing, to the Board that, as of June 6, 2024 and based upon and subject to the factors and assumptions set forth therein, the $22.80 in cash per share of Class A Common Stock to be paid to the holders (other than Parent and its affiliates and the Principal Stockholders and their respective affiliates) of shares of Class A Common Stock 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 June 6, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this information statement. The summary of Goldman Sachs’ opinion contained in this information statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Board in connection with its consideration of the Merger and such opinion does not constitute a recommendation as to how any holder of shares of 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:

Goldman Sachs also held discussions with members of the senior management of PowerSchool regarding their assessment of the past and current business operations, financial condition and future prospects of PowerSchool; reviewed the reported price and trading activity for shares of Class A Common Stock; compared certain financial and stock market information for PowerSchool with similar information for certain other companies, the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the software industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information

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provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Board’s consent that the Forecasts were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of PowerSchool. 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 PowerSchool 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 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 PowerSchool to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to PowerSchool; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates and the Principal Stockholders and their respective affiliates) of shares of Class A Common Stock, as of the date of its opinion, of the $22.80 in cash per share of Class A Common Stock to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs does not express any view on, and its opinion 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 instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the Support and Rollover Agreements and any payments (and any waiver of rights to receive any such payments) under the Tax Receivable Agreement and any amendments thereto, and 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 PowerSchool; 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 PowerSchool, or class of such persons, in connection with the Merger, whether relative to the $22.80 in cash per share of Class A Common Stock to be paid to the holders (other than Parent and its affiliates and the Principal Stockholders and their respective affiliates) of shares of Class A Common Stock pursuant to the Merger Agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which shares of Class A Common Stock will trade at any time, or as to the potential effects of volatility in the credit, financial and stock markets on PowerSchool or the Merger, or as to the impact of the Merger on the solvency or viability of PowerSchool or Parent or the ability of PowerSchool or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was 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. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

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 June 5, 2024, the last trading day before the date on which the Board approved the Merger and is not necessarily indicative of current market conditions.

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Illustrative Discounted Cash Flow Analysis

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on PowerSchool to derive a range of illustrative equity values per share of Class A Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.0% to 10.5%, reflecting estimates of PowerSchool’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2024 (i) estimates of unlevered free cash flow (“uFCF”) for PowerSchool for the period from April 1, 2024 to December 31, 2034, as reflected in the Forecasts, and (ii) a range of illustrative terminal values for PowerSchool, which were calculated by applying perpetuity growth rates ranging from 2.0% to 4.0%, to a terminal year estimate of the uFCF to be generated by PowerSchool, as reflected in the Forecasts (which analysis implied terminal year uFCF exit multiples ranging from 8.8x to 15.3x). 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 PowerSchool’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for PowerSchool, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived a range of illustrative enterprise values for PowerSchool by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for PowerSchool the amount of PowerSchool’s net debt, as provided by the management of PowerSchool and approved for Goldman Sachs’ use by PowerSchool, and the book value of the liabilities under the Tax Receivable Agreement, based on publicly available information, in each case, as of March 31, 2024, to derive a range of illustrative equity values for PowerSchool. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company Common Stock, as provided by the management of PowerSchool and approved for Goldman Sachs’ use by PowerSchool, using the treasury stock method, to derive a range of illustrative equity values per share of Class A Common Stock, rounded to the nearest $.05, of $18.00 to $31.50.

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 Class A Common Stock. For this analysis, Goldman Sachs first calculated implied equity values for PowerSchool as of December 31 for each of the calendar years 2024 through 2026, by applying a range of (i) illustrative enterprise value to next twelve month (“NTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples (“EV/NTM EBITDA”) of 16.0x to 20.0x and (ii) illustrative enterprise value to NTM uFCF multiples (“EV/NTM uFCF”) of 19.5x to 23.5x, to estimates of PowerSchool’s EBITDA and uFCF, respectively, for each of the calendar years 2025 through 2027, respectively. These respective illustrative ranges of EV/NTM EBITDA and EV/NTM uFCF multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical respective EV/NTM EBITDA and EV/NTM uFCF multiples, in each case, for PowerSchool and certain publicly traded companies.

Goldman Sachs then subtracted the amount of PowerSchool’s net debt as of December 31 for each of the calendar years 2024 through 2026, as provided by the management of PowerSchool and approved for Goldman Sachs’ use by PowerSchool, and the book value of the liabilities under the Tax Receivable Agreement as of March 31, 2024, based on publicly available information, from the respective implied enterprise values in order to derive ranges of illustrative equity values as of December 31 for each of the calendar years 2024 through 2026. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Company Common Stock for each of the calendar years 2024 through 2026, calculated using information provided by the management of PowerSchool and approved for Goldman Sachs’ use by PowerSchool, using the treasury stock method, to derive ranges of implied future values per share of Class A

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Common Stock. By applying an illustrative discount rate of 11.4%, reflecting an estimate of PowerSchool’s cost of equity, Goldman Sachs discounted to present value as of March 31, 2024 the theoretical future values per share it derived for PowerSchool. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for PowerSchool, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in the following ranges of implied equity values per share of Class A Common Stock:

Premia Paid Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia paid in 173 all cash-only acquisition transactions announced during the period from January 1, 2019 through June 5, 2024 involving U.S. publicly traded target companies in the technology, media and telecommunications industry with a transaction value greater than $200 million. Using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile average premia of the price paid in the observed transactions for the entire period relative to (i) the target’s last undisturbed closing share price prior to the announcement of the respective transaction and (ii) the target’s highest closing share price over the 52-week period ended as of the date prior to the announcement of the respective transaction. The following table presents the results of this analysis:

Based on Goldman Sachs’ review of the foregoing data and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 24.5% to 52.7% to the undisturbed closing price of shares of Class A Common Stock on May 7, 2024 of $16.64, and a reference range of illustrative premia of (24.1)% to 11.1% to the highest closing price of shares of Class A Common Stock over the 52-week period ended June 5, 2024 of $25.16 on February 6, 2024. This analysis resulted in the following ranges of implied equity values per share of Class A Common Stock:

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Selected Precedent Transactions Analysis

Goldman Sachs reviewed and analyzed certain publicly available information relating to the fifteen selected acquisition transactions announced since January 1, 2019 listed below involving target companies in the software industry with a transaction value of greater than $1 billion and NTM revenue growth of less than 15% as of the date of the announcement of each respective selected transaction. For each of the selected transactions, Goldman Sachs calculated the implied EV/NTM EBITDA multiple of the applicable target company based on the total consideration paid in the transaction as a multiple of the target company’s median consensus estimates of NTM EBITDA at the time of the announcement of each respective selected transaction, as disclosed in public company filings and other publicly available information. The selected transactions and the implied EV/NTM EBITDA multiples calculated for the selected transactions are set forth below.

While none of the selected transactions or companies that participated in the selected transactions is directly comparable to PowerSchool or the Merger, the transactions included as selected transactions were chosen because the target companies that participated in the selected transactions are companies with certain operations, financial characteristics and/or growth characteristics that, for the purposes of analysis, may be considered similar to certain operations, financial characteristics and/or growth characteristics of PowerSchool.

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Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment and experience, Goldman Sachs applied a range of NTM EV/EBITDA multiples of 14.3x to 19.5x to an estimate of PowerSchool’s NTM EBITDA as of June 5, 2024, as provided by the management of PowerSchool and approved for Goldman Sachs’ use by PowerSchool, to derive a range of implied enterprise values for PowerSchool. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for PowerSchool the amount of PowerSchool’s net debt, as provided by the management of PowerSchool and approved for Goldman Sachs’ use by PowerSchool, and the book value of the liabilities under the Tax Receivable Agreement, based on publicly available information, in each case, as of March 31, 2024, to derive a range of illustrative equity values for PowerSchool. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company Common Stock, as provided by the management of PowerSchool and approved for Goldman Sachs’ use by PowerSchool, using the treasury stock method, to derive a range of illustrative equity values per share of Class A Common Stock, rounded to the nearest $.05, of $13.00 to $20.00.

General

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 PowerSchool or the 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 of the $22.80 in cash per share of Class A Common Stock to be paid to the holders (other than Parent and its affiliates and the Principal Stockholders and their respective affiliates) of shares of Class A Common Stock. 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 PowerSchool, Parent, Bain, Vista, Onex, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The $22.80 in cash per share of Class A Common Stock was determined through arm’s-length negotiations between PowerSchool and Bain and was approved by the Board. Goldman Sachs provided advice to PowerSchool during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to PowerSchool or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board 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 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,

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commodities, currencies, credit default swaps and other financial instruments of PowerSchool, Parent, Bain, Onex, Vista and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the Merger. Goldman Sachs acted as financial advisor to PowerSchool in connection with, and participated in certain of the negotiations leading to, the Merger.

Goldman Sachs has provided certain financial advisory and/or underwriting services to PowerSchool and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as joint bookrunner with respect to a secondary offering of shares of Class A Common Stock in March 2023; and joint bookrunner with respect to a refinancing of PowerSchool’s term loan and credit facility in October 2023. During the two-year period ended June 6, 2024, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to PowerSchool and/or its affiliates of approximately $4 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Bain and/or 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 Bain and Imperial Dade, a portfolio company of Bain, with respect to Bain’s sale of its stake in Imperial Dade in June 2022; as financial advisor to Bain with respect to its acquisition of Fedrigoni S.p.A. (“Fedrigoni”) in December 2022; as financial advisor to Bain with respect to its sale of its stake in Retail Zoo Pty Limited in March 2023; as bookrunner with respect to a follow-on offering of Flywire Corporation, a portfolio company of Bain, common stock in August 2023; as bookrunner with respect to a follow-on offering of common stock of SpringWorks Therapeutics, Inc., an affiliate of Bain, in December 2023; as financial advisor to Bain with respect to its acquisition of ChinData Group Holdings Limited in December 2023; and as bookrunner with respect to a high yield bond offering of Fedrigoni in January 2024. During the two-year period ended June 6, 2024, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Bain and/or its affiliates and portfolio companies of approximately $140 million. Goldman Sachs Investment Banking is mandated by Bain and/or its affiliates (including portfolio companies) to provide financial advisory and/or underwriting services unrelated to the Merger with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount materially in excess of the Transaction Fee (as defined below). In addition, as is typical for investment banks, Goldman Sachs Investment Banking is currently soliciting Bain and/or its affiliates (including portfolio companies) to work on financial advisory and/or underwriting matters unrelated to the Merger on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. One or more members of the Goldman Sachs Investment Banking team working on the Merger is also involved in one or more of such mandates and/or solicitations.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to Onex and/or 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 Ryan LLC, a portfolio company of Onex, with respect to its sale of a minority stake in August 2022 as financial advisor to ASM Global Parent, Inc., a portfolio company of Onex, with respect to its sale in November 2023; as bookrunner with respect to a term loan and credit facility extension and upsize of OneDigital Health and Benefits, Inc., a portfolio company of Onex in December 2023 as bookrunner with respect to a term loan repricing of Ryan Specialty Holdings, Inc., a portfolio company of Onex, in January 2024; and as bookrunner with respect to a term loan issuance of Westjet Airlines Limited, a portfolio company of Onex in February 2024. During the two-year period ended June 6, 2024, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Onex and/or its affiliates and portfolio companies of approximately $6 million. Goldman Sachs Investment Banking is mandated by Onex and/or its affiliates (including portfolio companies) to provide financial advisory and/or underwriting services unrelated to the Merger with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs

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Investment Banking currently expects that it would recognize compensation in an aggregate amount substantially similar to the Transaction Fee. In addition, as is typical for investment banks, Goldman Sachs Investment Banking is currently soliciting Onex and/or its affiliates (including portfolio companies) to work on financial advisory and/or underwriting matters unrelated to the Merger on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to Vista and/or 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 TIBCO Software Inc. (“TIBCO”), a portfolio company of Vista, with respect to TIBCO’s acquisition of Citrix in September 2022; as bookrunner with respect to a senior secured term loan facility, a senior secured revolving credit facility, a senior secured bridge term facility and an unsecured bridge term facility of TIBCO, in each case, in connection with its acquisition of Citrix in September 2022; as financial advisor to Ping Identity Holding Corporation, a portfolio company of Vista, with respect to its sale in October 2022; as bookrunner with respect to an issuance of senior secured notes of Cloud Software Group, Inc. (formerly known as TIBCO (“Cloud”)) in April 2023; as bookrunner with respect to a secondary offering of Integral Ad Science Holding Corp. common stock by investment funds affiliated with Vista in December 2023; as bookrunner with respect to a term loan of Ellucian Inc., a portfolio company of Vista in February 2024; and as bookrunner with respect to a term loan of Cloud in March 2024. During the two-year period ended June 6, 2024, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Vista and/or its affiliates and portfolio companies of approximately $80 million. Goldman Sachs Investment Banking is mandated by Vista and/or its affiliates (including portfolio companies) to provide financial advisory and/or underwriting services unrelated to the Merger with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount less than the Transaction Fee. In addition, as is typical for investment banks, Goldman Sachs Investment Banking is currently soliciting Vista and/or its affiliates (including portfolio companies) to work on financial advisory and/or underwriting matters unrelated to the Merger on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. One or more members of the Goldman Sachs Investment Banking team working on the Merger is also involved in one or more of such mandates and/or solicitations.

Goldman Sachs may also in the future provide financial advisory and/or underwriting services to PowerSchool, Parent, Bain, Onex, Vista and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Bain, Onex, Vista and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of Bain, Onex and Vista from time to time and may do so in the future.

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 March 6, 2024, PowerSchool engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between PowerSchool and Goldman Sachs provides for a transaction fee of $55 million (the “Transaction Fee”), all of which is contingent upon consummation of the Merger. In addition, PowerSchool 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.

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Additional Presentations by Goldman Sachs

In addition to the presentation made to the Board on June 6, 2024 described above, Goldman Sachs also made various preliminary presentations containing preliminary financial analyses to the Board on March 5, 2024, April 17, 2024 and April 24, 2024. Copies of these written preliminary presentations and a copy of the presentation made to the Board on June 6, 2024 have been filed as exhibits (c)(iii), (c)(v), (c)(vi) and (c)(xii), respectively, to the Schedule 13E-3 filed with the SEC in connection with the Merger. These written preliminary presentations and the presentation made to the Board on June 6, 2024 will be available to any interested stockholder of PowerSchool (or any representative of a stockholder who has been so designated in writing) to inspect and copy at PowerSchool’s principal executive offices during regular business hours.

None of the various preliminary presentations to the Board, alone or together, constitute, or form the basis for, an opinion of Goldman Sachs. Information contained in the various preliminary presentations is substantially similar to the information provided in Goldman Sachs’ presentation to the Board on June 6, 2024, as described above. A summary of the written preliminary presentations is provided below. The following summary, however, does not purport to be a complete description of the written preliminary presentations or of the preliminary financial analyses performed by Goldman Sachs.

The March 5, 2024 materials presented to the Board contained, among other information:

The April 17, 2024 materials presented to the Board contained, among other information, preliminary financial analyses similar to those described above using the methodologies described and summarized above.

The April 24, 2024 materials presented to the Board contained, among other information, preliminary financial analyses similar to those described above using the methodologies described and summarized above.

The preliminary financial analyses in these preliminary presentations were based on market, economic and other conditions as they existed as of the dates of the respective presentations as well as other information that was available at those times. Accordingly, the results of the financial analyses differed due to changes in those conditions. Finally, Goldman Sachs continued to refine various aspects of its financial analyses with respect to PowerSchool until June 6, 2024.

Opinion of Centerview Partners LLC

On June 6, 2024, Centerview rendered to the Special Committee its oral opinion, which was subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Per Share Price to be paid to the holders of the outstanding shares of Class A Common Stock (other than the Dissenting Company Shares and Owned Company Shares (including the Rollover Shares), collectively, the “Excluded Shares”) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated June 6, 2024, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by

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Centerview in preparing its opinion, is attached as Annex C and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety to the full text of Centerview’s written opinion attached as Annex C. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Special Committee (in their capacity as directors of the Company and not in any other capacity) in connection with and for purposes of its consideration of the transactions contemplated by the Merger Agreement and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of the outstanding shares of Class A Common Stock (other than Excluded Shares) of the Per Share Price to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the transactions contemplated by the Merger Agreement, and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the transactions contemplated by the Merger Agreement or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things (the following, collectively, “Internal Data”):

Centerview also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the transactions contemplated by the Merger Agreement with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Special Committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Special Committee’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the Special Committee’s direction,

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on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Special Committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Special Committee’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Special Committee’s direction, that the transactions contemplated by the Merger Agreement will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transactions contemplated by the Merger Agreement, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the transactions contemplated by the Merger Agreement on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the transactions contemplated by the Merger Agreement, or the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the outstanding shares of Class A Common Stock (other than Excluded Shares) of the Per Share Price to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated by the Merger Agreement, including, without limitation, the structure or form of the transactions contemplated by the Merger Agreement, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the transactions contemplated by the Merger Agreement, including, without limitation, the fairness of the transactions contemplated by the Merger Agreement or any other term or aspect of the transactions contemplated by the Merger Agreement to, or any consideration to be received in connection therewith by, or the impact of the transactions contemplated by the Merger Agreement on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party, including, without limitation, the holders of Rollover Shares, Class B Common Stock or LLC Units. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the transactions contemplated by the Merger Agreement, whether relative to the Per Share Price to be paid to the holders of the outstanding shares of Class A Common Stock (other than Excluded Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the transactions contemplated by the Merger Agreement or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection

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with and for purposes of its consideration of the transactions contemplated by the Merger Agreement. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with Centerview’s opinion, dated June 6, 2024. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion.

In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the transactions contemplated by the Merger Agreement. None of the Company, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. 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 June 5, 2024 (the last trading day before the public announcement of the transactions contemplated by the Merger Agreement) and is not necessarily indicative of current market conditions.

Selected Public Company Analysis

Centerview reviewed certain financial information of the Company and compared it to corresponding financial information of selected public companies that Centerview deemed comparable, based on its experience and professional judgment, to the Company. Although none of the selected companies is directly comparable to the Company, the selected companies listed below were chosen by Centerview, among other reasons, because they are companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, Centerview considered similar to those of the Company. However, because none of the selected companies is exactly the same as the Company, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operational characteristics of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources as of June 5, 2024 (except for Instructure, Inc., which reflects available information as of May 17, 2024, the last trading day prior to

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media reports regarding a potential sale of Instructure, Inc. (the “Instructure Unaffected Date”)) Centerview calculated for each selected company, such company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other dilutive equity instruments) plus non-controlling interests, face value of debt and certain liabilities less cash and cash equivalents, in each case calculated consistently with the determinations made in arriving at the Company’s implied enterprise value for purposes of Centerview’s analyses to the extent comparable information was publicly available) (“EV”), as a multiple of Wall Street research analyst consensus estimated earnings before interest expense, income taxes, depreciation and amortization and stock based compensation (“EBITDA”), for the next twelve months (“NTM”) as of June 5, 2024 (except for Instructure, Inc., which reflects NTM as of the Instructure Unaffected Date). Such multiple is referred to in this section, with respect to a selected company, as “EV / NTM EBITDA.”

The selected companies and the results of this analysis are summarized as follows:

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of EV / NTM EBITDA multiples of 17.0x to 21.0x. In selecting this range of multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied the reference range of multiples of EV / NTM EBITDA to the Company’s projected NTM EBITDA of $309 million as of June 30, 2024 derived from the Forecasts to derive a range of implied enterprise values for the Company. Centerview then (a) subtracted from this range the face value of the Company’s net debt projected to be outstanding as of September 30, 2024 as set forth in the Internal Data and (b) divided this range of implied equity values by the number of fully diluted outstanding shares of Company Common Stock as of June 4, 2024, as provided by PowerSchool management and approved for Centerview’s use by the Special Committee, calculated on a treasury stock basis, to derive a range of implied values per share of Class A Common Stock of approximately $21.15 to $26.85, rounded to the nearest $0.05. Centerview compared this range to the Per Share Price of $22.80 per share proposed to be paid to the holders of the outstanding shares of Class A Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

Selected Precedent Transaction Analysis

Centerview reviewed and analyzed certain information relating to the following selected transactions (each, a “Selected Transaction” and together, the “Selected Transactions”), that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to the transactions contemplated by the Merger Agreement.

Although none of the Selected Transactions is directly comparable to the transactions contemplated by the Merger Agreement, the Selected Transactions listed below were selected, among other reasons, based on

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Centerview’s experience and professional judgment, because the Selected Transactions have certain characteristics that, for the purposes of this analysis, may be considered similar to certain characteristics of the transactions contemplated by the Merger Agreement. The reasons for and the circumstances surrounding each of the Selected Transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the target companies included in the Selected Transactions analysis. This analysis involved complex considerations and qualitative judgments concerning differences in business, operational, and/or financial characteristics and other factors that could affect the public trading, acquisition or other values of the selected target companies and the Company. However, because none of the Selected Transactions used in this analysis is identical or directly comparable to the transactions contemplated by the Merger Agreement, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the Selected Transactions analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business or financial characteristics of the Company and each target company as well as the transactions contemplated by the Merger Agreement and the Selected Transactions that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information obtained from SEC filings and other data sources, Centerview calculated, for each Selected Transaction, among other things, the implied enterprise value of the target company based on the consideration payable in such Selected Transaction as a multiple of the projected EBITDA of the target company for the next twelve months from the time of the announcement of each such Selected Transaction (except as noted). Such multiple is referred to in this section, with respect to a Selected Transaction, as “EV / NTM EBITDA Multiple.”

The Selected Transactions and the EV / NTM EBITDA Multiples of the Selected Transactions considered in this analysis are summarized as follows:

Based on the foregoing analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of EV / NTM EBITDA Multiples

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of 18.0x to 22.0x. In selecting this range of multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company and each target company as well as between the transactions contemplated by the Merger Agreement and the Selected Transactions that could affect the transaction values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied the reference range of EV / NTM EBITDA Multiples to the Company’s projected NTM EBITDA of $309 million as of June 30, 2024 derived from the Forecasts to derive a range of implied enterprise values for the Company. Centerview then (a) subtracted from this range the face value of the Company’s net debt projected to be outstanding as of September 30, 2024 as set forth in the Internal Data and (b) divided this range of implied equity values by the number of fully diluted outstanding shares of Company Common Stock as of June 4, 2024, as provided by PowerSchool management and approved for Centerview’s use by the Special Committee, calculated on a treasury stock basis, to derive a range of implied values per share of Class A Common Stock of approximately $22.60 to $28.25, rounded to the nearest $0.05. Centerview compared this range to the Per Share Price of $22.80 per share proposed to be paid to the holders of the outstanding shares of Class A Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

Discounted Cash Flow Analysis

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

In performing this analysis, Centerview calculated a range of implied enterprise values for the Company by discounting to present value as of September 30, 2024 (using discount rates ranging from 12.25% to 15.25%, based upon Centerview’s analysis of the Company’s weighted average cost of capital, determined using the capital asset pricing model and based on considerations that Centerview deemed relevant in its professional judgment and experience): (i) the forecasted unlevered free cash flows (after treating stock-based compensation as a cash expense and assuming that the Company was a full cash tax payer) of the Company based on the Forecasts over the period beginning October 1, 2024 and ending on December 31, 2034, as approved by the Special Committee and utilized by Centerview at the direction of the Special Committee (see the section entitled “Special Factors—Certain Company Financial Forecasts”) and (ii) a range of implied terminal values of the Company at the end of the forecast period shown in the Forecasts, applying a range of terminal multiples to the Company’s projected EBITDA for the next twelve months as of December 31, 2034, ranging from 15.0x to 19.0x. Centerview then (a) added to this range the estimated present value of that portion of the tax benefits subject to the Tax Receivable Agreement that would be retained by the Company with respect to a certain tax receivable agreement to which the Company is a party (the “TRA Benefit”), (b) subtracted from this range the face value of the Company’s projected net debt as of September 30, 2024 of approximately $708 million as set forth in the Internal Data and (c) divided this range of implied equity values by the number of fully diluted outstanding shares of Company Common Stock as of June 4, 2024, as provided by PowerSchool management and approved for Centerview’s use by the Special Committee, calculated on a treasury stock basis, to derive a range of implied values per share of Common Stock of approximately $21.65 to $33.80, rounded to the nearest $0.05. Centerview compared this range to the Per Share Price of $22.80 per share proposed to be paid to the holders of the outstanding shares of Class A Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

In evaluating the Company’s TRA Benefit, Centerview calculated the estimated present value of the projected unlevered free cash flow benefits of the Company’s TRA Benefit attributable to the Company, from the calendar years ended December 31, 2024 through 2044, discounted to September 30, 2024 using discount rates

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ranging from 12.25% to 15.25% (reflecting Centerview’s analysis of the Company’s weighted average cost of capital, determined using the capital asset pricing model and based on considerations that Centerview deemed relevant in its professional judgment and experience, taking into account certain metrics including levered and unlevered betas for comparable companies).

Other Factors

Centerview noted for the Special Committee certain additional factors solely for reference and informational purposes only, including, among other things, the following:

General

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 summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Special Committee in its evaluation of the transactions contemplated by the Merger Agreement. Consequently, the analyses described above should not be viewed as determinative of the views of the Special Committee or management of the Company with respect to the Per Share Price or as to whether the Special Committee would have been willing to determine that a different consideration was fair. The consideration for the transactions contemplated by the Merger Agreement paid to the holders of the outstanding shares of Class A Common Stock (other than Excluded Shares) was determined through arm’s-length negotiations between the Company and Parent and was approved by the Special Committee. Centerview provided advice to the Special Committee during these negotiations. Centerview did not, however, recommend any specific amount of consideration to the Company or the Special Committee or that any specific amount of consideration constituted the only appropriate consideration for the transactions contemplated by the Merger Agreement.

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Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its engagement by the Special Committee in connection with the transactions contemplated by the Merger Agreement, Centerview had not been engaged to provide financial advisory or other services to the Company, and did not receive any compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Vista, and Centerview did not receive any compensation from Vista during such period. In the two years prior to the date of its written opinion, Centerview was engaged to provide financial advisory services unrelated to the Company to a financial creditor group (of which one or more affiliates of Onex was a member) in connection with a restructuring or potential restructuring involving such issuer, and Centerview has received between $3 and $6 million in compensation for such services. In the two years prior to the date of its written opinion, Centerview was engaged to provide, and in certain cases, is currently providing, financial advisory services to Bain and entities in which entities advised by Bain have a controlling ownership interest, in connection with matters unrelated to the Company, including to Diversey Holdings, Ltd. in connection with its sale to Solenis International LLC in 2023, and Centerview has received between $15 million and $20 million in compensation for such services. In the two years prior to the date of its written opinion, Centerview has been engaged to provide, and in certain cases, is currently providing, financial advisory services to entities in which entities advised by Bain have a significant minority ownership interest, in connection with matters unrelated to the Company, including to Cerevel Therapeutics Holdings, Inc. (“Cerevel”) on its pending sale to Abbvie Inc., and Centerview has received between $5 million and $10 million in compensation from such entities for such services and expects to receive additional compensation of approximately $77 million from Cerevel. At this point, other than with respect to Cerevel, the potential fees from Centerview’s current engagements with Bain and entities in which entities advised by Bain have a controlling or significant minority ownership interest as described above, which could be material, cannot be quantified. Subsequent to the rendering of its opinion, Centerview was also engaged to provide financial advisory services unrelated to the Company to a company in which entities advised by Bain have a significant minority interest, and Centerview expects to receive compensation for such services. At this point, the potential fees from this engagement, which could be material, cannot be quantified. In the two years prior to the date of its written opinion, Centerview had been engaged to provide financial advisory services unrelated to the Company to two financial creditor groups (of which one or more affiliates of Bain was or is a member) in connection with restructurings or potential restructurings involving the relevant issuer, and Centerview has received between $3 million and $6 million in compensation for such services. Centerview may provide financial advisory and other services to or with respect to the Company, Bain, Parent, Vista, Onex or their respective affiliates, including portfolio companies of Vista, Onex and Bain, in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of its affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Vista, Onex, Bain or any of their respective affiliates, including portfolio companies of Vista, Onex and Bain, or any other party that may be involved in the Merger. Centerview is associated with Centerview Capital Technology Fund (Delaware), L.P. and Centerview Capital Technology Fund-A (Delaware), L.P., together with a related employee vehicle, a growth equity fund focused on the technology sector (collectively, “Centerview Capital Technology”). Certain partners of Centerview are partners (either directly or indirectly) in the ultimate general partner and the manager of Centerview Capital Technology and serve on Centerview Capital Technology’s investment committee. Centerview Capital Technology, whose investment period has expired, holds a minority equity interest in a private company in which funds affiliated with Vista hold a majority stake.

The Special Committee selected Centerview as its financial advisor in connection with the transactions contemplated by the Merger Agreement in light of Centerview’s experience in acting as financial advisor to special committees in public company sale situations. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions contemplated by the Merger Agreement.

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In connection with Centerview’s services as the financial advisor to the Special Committee, the Company has agreed to pay Centerview an estimated aggregate fee of approximately $24 million, $2 million of which was payable upon the execution of Centerview’s engagement letter, $5 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the transactions contemplated by the Merger Agreement. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement by the Special Committee.

Other Presentations by Centerview

In addition to the presentation made to the Special Committee on June 6, 2024, which will be filed with the SEC as an exhibit to the Schedule 13E-3 and is described above, a copy of the preliminary illustrative presentations presented or delivered by Centerview to the Special Committee on May 1, 2024, May 3, 2024, May 6, 2024 and June 5, 2024 containing preliminary illustrative financial analyses also is attached as an exhibit to such Schedule 13E-3.

A summary of these preliminary illustrative presentations is provided below. The following summaries, however, do not purport to be a complete description of these preliminary illustrative presentations or of the preliminary financial analyses performed by Centerview.

The foregoing summary, however, does not purport to be a complete description of such preliminary illustrative presentations or of the preliminary financial analyses performed by Centerview. None of these preliminary illustrative presentations by Centerview constitutes, or forms the basis of, an opinion of Centerview with respect to the consideration payable under the Merger Agreement, and the preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Centerview as of, the dates of the respective presentations.

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Reasons of Vista and Onex for the Merger

Under the SEC rules governing “going private” transactions, Vista and Onex are affiliates of PowerSchool for purposes of the Merger, and, therefore, required to express their purposes and reasons for the Merger to the Unaffiliated Stockholders. Vista and Onex are making the statements in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

When approached by Bain about PowerSchool pursuing a potential sale of PowerSchool, Vista and Onex considered, among other things, current market conditions, and concluded that facilitating a transaction that would provide certain value to all of PowerSchool’s stockholders at a meaningful premium could be attractive to the Unaffiliated Stockholders. Bain had previewed early in the process it may be required to seek additional equity financing to complete an acquisition of PowerSchool. After Bain spoke with permitted third-party equity financing sources approved by PowerSchool and determined that an equity financing need remained, Bain ultimately conditioned its offer to acquire PowerSchool on Vista and Onex rolling a “significant” portion of their equity. Vista and Onex agreed to Bain’s request, thereby facilitating a transaction they believe is in the best interests of the Unaffiliated Stockholders. In addition, Vista and Onex agreed, following negotiations with the Special Committee, to waive certain tax benefit payments, including an acceleration of these payments under a formula set forth in the Tax Receivable Agreement upon consummation of a change of control transaction involving PowerSchool, which potential payments had been valued at approximately $450 million (inclusive of approximately $40 million that was then payable but that had been deferred due to restrictive covenants under PowerSchool’s credit agreement) based on the $22.80 merger consideration. Vista and Onex were collectively entitled to approximately 97.5% of these potential payments. The forfeited payments under the Tax Receivable Agreement correspond in the aggregate to an estimated per share value in excess of $2.00 per share that was available to be redirected to the Unaffiliated Stockholders in the form of an increase in the merger consideration to $22.80 per share.

Vista and Onex believe that it is in the best interests of PowerSchool’s stockholders to effect a liquidity transaction that affords the Unaffiliated Stockholders with the opportunity to receive the applicable merger consideration and related certainty of value, particularly when compared to PowerSchool’s stand-alone business plan and long-term prospects, and the associated benefits and risks.

If the Merger is completed, PowerSchool will become a wholly owned subsidiary of Parent, and the Class A Common Stock will cease to be publicly traded. For Vista and Onex, the purpose of the Merger is to effectuate the transactions contemplated by the Merger Agreement and the Rollover Agreement, which will allow Vista and Onex to realize the value of a portion of their Company Common Stock by receiving the merger consideration in cash for a portion of their investment in PowerSchool. Vista and Onex will also own common units of BCPE Topco in exchange for the remaining portion of its investment in PowerSchool. Vista and Onex believe that structuring the transaction in such manner is preferable to other alternative transaction structures because (i) it will enable Parent to acquire all of the outstanding shares of Class A Common Stock at the same time and (ii) it represents an opportunity for the Unaffiliated Stockholders to immediately realize the value of their investment in PowerSchool at a price of $22.80 per share of Class A Common Stock in cash, without interest and subject to applicable withholding taxes, and for Vista and Onex to immediately realize the value of a significant portion of their investment in PowerSchool at the same per share value as the Unaffiliated Stockholders, in accordance with and subject to the terms and conditions set forth in the Merger Agreement. Following a strategic transaction process conducted by the Board, with the assistance of Goldman Sachs as PowerSchool’s financial advisor, and engagement with several financial sponsors and strategic companies, Vista and Onex did not consider any other alternative transaction structures or other alternative means to accomplish the purposes set forth above because no other alternatives would enable them to achieve the same objectives.

Position of Vista and Onex as to the Fairness of the Merger

Under the SEC rules governing “going private” transactions, Vista and Onex are affiliates of PowerSchool for purposes of the Merger and, therefore, are required to express their beliefs as to the fairness of the proposed

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going private transaction and the Merger to the Unaffiliated Stockholders. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. As described below, Vista and Onex believe that the going private transaction and the Merger is fair to the Unaffiliated Stockholders on the basis of the factors described under “Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”. Directors of PowerSchool employed by or affiliated with Vista or Onex did not attend meetings of the Special Committee or otherwise participate in the deliberations of the Special Committee regarding the going private transaction and the Merger. As disclosed under “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger,” Vista and Onex have interests in the going private transaction and the Merger both different from those of the Unaffiliated Stockholders of PowerSchool by virtue of the requirement of Vista and Onex to rollover a portion of their ownership stake in PowerSchool in exchange for an ownership stake in BCPE Topco, which will indirectly own PowerSchool following the consummation of the going private transaction and the Merger, and similar to those of the Unaffiliated Stockholders by virtue of the fact that Vista and Onex are eligible to receive cash consideration for a portion of their Company Common Stock upon completion of the going private transaction and the Merger.

The Unaffiliated Stockholders were represented by the Special Committee, which reviewed, evaluated and provided input on the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Special Committee’s independent legal and financial advisors. The Special Committee recommended that the Board approve the Merger Agreement, and the Board approved the Merger Agreement. Based on the knowledge and analysis of Vista and Onex of available information regarding PowerSchool, as well as discussions with PowerSchool’s management regarding PowerSchool and its business and the factors considered by, and the analysis and resulting conclusions and recommendations of, the Special Committee and the Board, Vista and Onex believe that the going private transaction and the Merger are fair to the Unaffiliated Stockholders based upon substantially the same factors described under “Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”. Vista and Onex agree with the analyses, determinations, conclusions and recommendations described under “Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger,” and Vista and Onex expressly adopt the analyses and opinions of the Special Committee and the Board in reaching their determination as to the fairness of the transactions contemplated by the Merger Agreement, including the going private transaction and the Merger.

None of (i) PowerSchool’s directors that are affiliates of Vista and Onex or (ii) any person employed by Vista or Onex served on the Special Committee nor did they participate in the Special Committee’s evaluation of the Merger Agreement and the transactions contemplated thereby, including the going private transaction and the Merger. For these reasons, Vista and Onex do not believe that their interests in the going private transaction and the Merger influenced the decisions or recommendations of the Special Committee or the Board with respect to the Merger Agreement, the going private transaction or the Merger.

In their consideration of the fairness of the proposed going private transaction and the Merger, Vista and Onex did not find it practicable to, and did not: (i) appraise the assets of PowerSchool to determine the liquidation value for the Unaffiliated Stockholders, (ii) consider the net book value as a basis to evaluate per share of Class A Common Stock consideration, (iii) consider that liquidation sales generally result in proceeds substantially less than sales of a going concern or (iv) consider the impracticability of determining a liquidation value given the significant execution risk involved in any breakup. Vista and Onex did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the merger consideration to the Unaffiliated Stockholders because, in their view, it does not reflect, or have any meaningful impact on, either the market trading price of the Class A Common Stock or PowerSchool’s value as a going concern. Vista and Onex are not aware of any firm offer for a merger, sale of all or a substantial part of PowerSchool’s assets, or a purchase of a controlling amount of PowerSchool securities having been received by PowerSchool from anyone other than Bain in the two years preceding the signing of the Merger Agreement.

The foregoing discussion of the information and factors considered and given weight by Vista and Onex in connection with the fairness of the Merger Agreement and transactions contemplated thereby, including the

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going private transaction and the Merger, is not intended to be exhaustive but is believed to include all material factors considered by Vista and Onex. Vista and Onex did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching its position as to the fairness of the Merger Agreement and transactions contemplated thereby, including the going private transaction and the Merger. Rather, Vista and Onex made the fairness determinations after considering all of the foregoing as a whole. Vista and Onex believe these factors provide a reasonable basis upon which to form the belief that the going private transaction and the Merger are fair to the Unaffiliated Stockholders.

Plans for PowerSchool After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into PowerSchool, with PowerSchool surviving the Merger as a wholly owned subsidiary of Parent. The Class A Common Stock is currently listed on the NYSE and registered under the Exchange Act. Following completion of the Merger, there will be no further public market for the Class A Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Class A Common Stock will be delisted from the NYSE and deregistered under the Exchange Act.

Parent currently anticipates that following completion of the Merger, PowerSchool’s operations will be conducted substantially as they are currently being conducted (except that PowerSchool will cease to be a public company and will instead be a wholly owned subsidiary of Parent). Following completion of the Merger, Parent will continue to assess PowerSchool’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what changes, if any, would be desirable following the Merger to enhance PowerSchool’s business and operations. Parent may seek to buy or combine PowerSchool with target companies that provide earnings and growth synergies; however, no such contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions relating to PowerSchool and its subsidiaries currently exist.

Immediately following the Effective Time of the Merger, (a) the directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the provisions of the DGCL and the certificate of incorporation of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, and (b) the officers of the Surviving Corporation will be the officers of PowerSchool as of immediately prior to the Effective Time, each to hold office in accordance with the provisions of the DGCL and the certificate of incorporation of the Surviving Corporation until their respective successors are duly appointed.

At the Effective Time and by virtue of the Merger, (a) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, until thereafter amended as provided by the DGCL and such certificate of incorporation, and (b) the bylaws of the Surviving Corporation will be the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub will be automatically amended and become references to the Surviving Corporation, until thereafter amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

Certain Effects of the Merger

If all conditions to the Merger are satisfied or waived (to the extent waivable), the Merger Agreement provides that at the Effective Time, Merger Sub will merge with and into PowerSchool in accordance with the Merger Agreement, and the separate existence of Merger Sub will cease and PowerSchool will continue as the Surviving Corporation in the Merger as a wholly owned subsidiary of Parent.

Treatment of Capital Stock

Subject to the terms and conditions of the Merger Agreement, at the time of the filing acceptance for record by the Secretary of State of the State of Delaware of the certificate of merger, (i) each issued and outstanding

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share of common stock, par value $0.001 per share of Merger Sub that is issued and outstanding as of immediately prior to the Effective Time will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, (ii) each share of Class A Common Stock (including, for the avoidance of doubt, each share of Class A Common Stock resulting from the exchange of Exchangeable Units (as defined in the Exchange Agreement) for shares of Class A Common Stock in accordance with the Exchange Agreement and pursuant to the Merger Agreement, but other than the Owned Company Shares, the Rollover Shares and Appraisal Shares) that is issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to the Per Share Price, after giving effect to any required withholding taxes; (iii) each share of Class B Common Stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished without conversion thereof or consideration paid in exchange, and the holders thereof shall cease to have any rights with respect thereto; (iv) the Owned Company Shares will automatically be cancelled and extinguished without any conversion thereof or consideration paid in exchange and (v) the Rollover Shares and Rollover Units will be transferred to BCPE Topco immediately prior to the Effective Time, pursuant to support and rollover agreements entered into in connection with the Merger Agreement.

Treatment of Equity Compensation Awards

At the Effective Time, each Vested Company RSU award outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time. As promptly as reasonably practicable, but in any event in no less than five business days after the Closing date, the holders of Vested Company RSUs will be paid by PowerSchool or the Surviving Corporation, through its payroll system, payroll provider or paying agent, all amounts required to be paid to such holders in respect of Vested Company RSUs that are cancelled and converted into a cash payment, less any required withholding.

At the Effective Time, each Unvested Company RSU award outstanding immediately prior to the Effective Time will automatically be cancelled and converted into a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the Cash Replacement Company RSU Amount, which Cash Replacement Company RSU Amount will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent or the Surviving Corporation through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU award for which the Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to their terms, and shall otherwise have the same terms and conditions as applied to the Unvested Company RSUs for which it was exchanged. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder no later than 30 days following the date on which such portion vests.

At the Effective Time, each Company MSU award outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into a Replacement Company MSU Award, with the number of shares or units covered by such Replacement Company MSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company MSU as of immediately prior to the Effective Time (with the performance factor based on the Per Share Price) and (ii) the fair market value of such share or unit as of the Effective Time (as determined by Parent or the applicable affiliate thereof in good faith). The Replacement Company MSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent or the Surviving Corporation through the applicable vesting dates, vest and be settled at the same time as the Company MSUs for which such Replacement Company MSU Award was exchanged would have vested and been settled pursuant to their terms, and will otherwise have the same terms and conditions (including

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with respect to service-based vesting conditions but excluding any performance-based vesting conditions) as applied to the Company MSUs for which it was exchanged; however, upon settlement of such Replacement Company MSU Award, the holder thereof will be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

At the Effective Time, each Company PSUs award outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into a Replacement Company PSU Award, with the number of shares or units covered by such Replacement Company PSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company PSU as of immediately prior to the Effective Time (assuming target level of performance) and (ii) the fair market value of such share or unit as of the Effective Time (as determined by Parent or the applicable affiliate thereof in good faith). The Replacement Company PSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent or the Surviving Corporation through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such Company PSUs, vest and be settled at the same time as the Company PSUs for which such Replacement Company PSU Award was exchanged would have vested and been settled pursuant to their terms, and will otherwise have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the Company PSUs for which it was exchanged; however, upon settlement of such Replacement Company PSU Award, the holder thereof will be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

Treatment of Units of PowerSchool Holdings, LLC

Prior to and conditioned upon the Closing, PowerSchool shall deliver written notice (as such notice may be updated from time to time) to Severin Topco as of the expected Change of Control (as defined in the Holdings LLC Agreement) and shall thereafter take all reasonable actions to effect a Change of Control Exchange (as defined in the holdings LLC Agreement) with respect to any Exchangeable Units (as defined in the Holdings LLC Agreement) (other than Rollover Units) held by Severin Topco (or any Person who has executed a joinder to the Exchange Agreement holding Exchangeable Units) as of immediately prior to the Change of Control Exchange, including each Exchangeable Unit that is a Participation Threshold Unit (as defined in the Holdings LLC Agreement) and the corresponding shares of Class B Common Stock in the manner specified in the Exchange Agreement on such Change of Control Exchange Date (As defined in the Exchange Agreement). The Change of Control Exchange shall be contingent upon, and effective as of immediately prior to, the Effective Time. Pursuant to the Holdings LLC Agreement, each share of Class B Common Stock surrendered in the Change of Control Exchange shall automatically be deemed cancelled without any action on the part of any person.

Prior to the Effective Time, the Company shall take, and shall cause Severin Topco to take, such action as is necessary to provide that any outstanding Participation Threshold Unit shall be fully vested (to the extent unvested) as of immediately prior to the Change of Control Exchange and thereafter shall automatically, and without any action on the part of Parent, Merger Sub, PowerSchool or the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (i) (x) the Per Share Price less (y) the applicable participation threshold with respect to such Participation Threshold Unit and (ii) the total number of shares of Class A Common Stock subject to such Participation Threshold Unit immediately following the Change of Control Exchange and immediately prior to the Effective Time.

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Certain Effects on the Company if the Merger is Not Completed

If the Merger is not completed for any reason, PowerSchool’s stockholders will not receive any payment for their Class A Common Stock in connection with the Merger. Instead, PowerSchool will remain an independent public company, and the Class A Common Stock will continue to be listed and traded on the NYSE, so long as PowerSchool continues to meet the applicable listing requirements. In addition, if the Merger is not completed, PowerSchool expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that PowerSchool’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your Class A Common Stock, including the risk that the market price of the Class A Common Stock may decline to the extent that the current market price of the Class A Common Stock reflects a market assumption that the Merger will be completed.

Under certain circumstances, if the Merger is not completed, PowerSchool would be required to pay a termination fee, or Parent would be required to pay a termination fee. See “The Merger Agreement—Termination Fees and Expenses”.

Certain Company Financial Forecasts

PowerSchool does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

PowerSchool is especially wary of making financial forecasts for extended earnings periods because of the unpredictability of the underlying assumptions and estimates and does not prepare ten-year forecasts in the ordinary course of business. However, in connection with its evaluation of the Merger, the Board and the Special Committee reviewed, among other things, certain forward-looking forecasts developed by PowerSchool’s management with respect to fiscal years 2024 through 2034.

The financial forecasts included in this information statement have been prepared by PowerSchool’s management and are subjective in many respects. The financial forecasts were not prepared with a view to public disclosure and are included in this information statement only because such information was made available to the Board, the Special Committee and their respective financial advisors, as described herein. The financial forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the financial forecasts do not take into account any circumstances or events occurring after the date they were prepared, including the Merger. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this summary of the financial forecasts is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by PowerSchool’s management that PowerSchool’s management believed were reasonable at the time the financial forecasts were prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain, and many are beyond the control of PowerSchool’s management. Because the financial forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The financial forecasts reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to PowerSchool’s business, all of which are difficult to predict and many of which are beyond PowerSchool’s control. As a result, the financial forecasts may not be realized and actual results may be significantly higher or lower than projected. The financial forecasts are

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subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the financial forecasts constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in PowerSchool’s Annual Report on Form 10-K for the year ended December 31, 2023, PowerSchool’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and the other reports filed by PowerSchool with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this information statement. Neither PowerSchool’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The inclusion of this information should not be regarded as an indication that the Board, the Special Committee, PowerSchool management, Goldman Sachs, Centerview, Bain, Bain’s representatives and affiliates or any other recipient of this information considered, or now considers, the financial forecasts to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, PowerSchool does not intend, and expressly disclaims any responsibility, to update or otherwise revise the financial forecasts to reflect circumstances existing after the date when management prepared the financial forecasts or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the financial forecasts are shown to be in error.

The financial forecasts described below are included herein because they were made available to representatives of Goldman Sachs and Centerview by PowerSchool, and were approved by the Board and PowerSchool’s management for Goldman Sachs’ use in connection with Goldman Sachs’ financial analysis and opinion, as described in the sections of this information statement entitled “—Opinion of Goldman Sachs & Co. LLC” beginning on page 56, were made available to representatives of Centerview by PowerSchool, and were approved by the Special Committee for use in connection with Centerview’s financial analysis and Centerview’s Opinion, as described in the sections of this information statement entitled “—Opinion of Centerview Partners LLC” beginning on page 64 and “—Background of the Merger” beginning on page 21, and were made available to the Board in connection with its consideration of the Merger and other strategic alternatives available to PowerSchool and, with respect to the financial forecasts through fiscal year 2028, were made available to bidders, including Parent, in each case, as described in the section of this information statement entitled “—Background of the Merger” beginning on page 21 and “—Recommendation of the Special Committee and the Board; Reasons for the Merger” beginning on page 45.

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Certain of the measures included in the financial forecasts may be considered non-GAAP financial measures, including Adjusted EBITDA, Free Cash Flow and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by PowerSchool may not be comparable to similarly titled amounts used by other companies. PowerSchool has not prepared, and the Board has not considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

Accounting Treatment

The Merger will be accounted for under the acquisition method of accounting for business combinations pursuant to the provisions of ASC 805, Business Combinations—Related Issues—Transactions Between Entities Under Common Control 5. Under the acquisition method of accounting, the estimated purchase price will be allocated to PowerSchool’s assets acquired and liabilities assumed based upon their estimated fair values, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, at the date of completion of the Merger. Any excess of merger consideration over the preliminary estimate of the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill

Financing

Certain investment funds advised by Bain have committed, pursuant to the Equity Commitment Letter, to invest in Parent, at or immediately prior to the Effective Time, the amounts set forth therein for the purpose of funding a portion of the transactions contemplated in the Equity Commitment Letter and the Merger Agreement, on the terms and subject to the conditions set forth in the Equity Commitment Letter. Such funds have also provided limited guarantees in favor of PowerSchool, pursuant to the Limited Guarantee, to guarantee, subject to certain limitations set forth in the Limited Guarantee, the payment of such guarantor’s Pro Rata Percentage (as defined in the Limited Guarantee) of the obligation of Parent to pay the Parent Termination Fee, certain indemnification obligations of Parent and Merger Sub and the reasonable out-of-pocket fees, cost and expenses incurred by PowerSchool in connection with any suit contemplated by, and solely to the extent reimbursable under, the Merger Agreement and the Limited Guarantee.

Additionally, in connection with entering into the Merger Agreement, Parent entered into the Debt Commitment Letter, with the debt commitment parties signatory to the Debt Commitment Letter (each, on behalf of, or together with, one or more of its affiliates and/or managed funds, collectively, the “Debt Commitment Parties”), pursuant to which the Debt Commitment Parties have, among other things, committed to provide debt financing (the “Debt Financing”) in connection with the Merger consisting of a term loan facility, a delayed draw term loan facility and a revolving credit facility, in each case, on the terms and subject to the conditions set forth in the Debt Commitment Letter. The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are subject to satisfaction or waiver of a number of customary conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation of the transactions contemplated by the Merger Agreement and contribution of equity contemplated by the Equity Commitment Letter.

If (i) all of the conditions to the obligations of Parent and Merger Sub to consummate the Merger are satisfied or validly waived (other than those conditions that by their terms are to be satisfied at the Closing), (ii) Parent fails to consummate the Merger by the date on which Closing is required to occur pursuant to the Merger Agreement, and (iii) PowerSchool irrevocably confirms to Parent in writing following the date on which Closing is required to occur pursuant to the Merger Agreement that it stands ready, willing and able to consummate the Closing and that all of the Closing conditions have been satisfied or validly waived and (iv) Parent fails to consummate the Closing on or prior to the third business day following receipt of such

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irrevocable written confirmation, PowerSchool will have the right to terminate the Merger Agreement and Parent will be obligated to pay (within three business days) PowerSchool a fee of $269,300,000, as described under “The Merger Agreement—Termination Fees and Expenses” beginning on page 116.

Interests of Our Directors and Executive Officers in the Merger

You should be aware that PowerSchool’s non-employee directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of PowerSchool’s stockholders generally. The Board and the Special Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below. For purposes of the discussion below, PowerSchool’s executive officers are Hardeep Gulati (Chief Executive Officer), Eric Shander (President and Chief Financial Officer), Shivani Stumpf (Chief Product and Innovation Officer), Devendra Singh (Chief Technology Officer), Anthony Kender (Chief Revenue Officer), Fred Studer (Chief Marketing Officer) and Michael C. Bisignano (Chief Legal Officer).

Treatment of PowerSchool Equity Awards in the Merger

Company RSUs

At the Effective Time, each award of Vested Company RSUs will automatically be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes), equal to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time. As promptly as reasonably practicable, but in any event in no less than five business days after the first regularly scheduled payroll date after the Closing date, the holders of Vested Company RSUs will be paid by PowerSchool or the Surviving Corporation, through its payroll system or payroll provider, all amounts required to be paid to such holders in respect of Vested Company RSUs that are cancelled and converted into a cash payment, less any required withholding taxes.

At the Effective Time, each award of Unvested Company RSUs will automatically be cancelled and converted into a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the Cash Replacement Company RSU Amount, which Cash Replacement Company RSU Amount will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which the Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to their terms, and shall otherwise have the same terms and conditions as applied to the Unvested Company RSUs for which it was exchanged. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder no later than 30 days following the date on which such portion vests.

Company MSUs

At the Effective Time, each award of Company MSUs will automatically be cancelled and converted into a Replacement Company MSU Award, with the number of shares or units covered by such Replacement Company MSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company MSU as of immediately prior to the Effective Time (with the performance factor based on the Per Share Price) and (ii) the fair market value of such share or unit as of the Effective Time (as determined by Parent or the applicable affiliate thereof in good faith). The Replacement Company MSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent through the applicable vesting dates, vest and be settled at the same time as the Company MSUs for which such Replacement Company MSU Award was exchanged would have vested and been settled pursuant to their terms, and will otherwise have the same terms and conditions

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(including with respect to service-based vesting conditions but excluding any performance-based vesting conditions) as applied to the Company MSUs for which it was exchanged; however, upon settlement of such Replacement Company MSU Award, the holder thereof will be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

Company PSUs

At the Effective Time, each award of Company PSUs will automatically be cancelled and converted into a Replacement Company PSU Award, with the number of shares or units covered by such Replacement Company PSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company PSU as of immediately prior to the Effective Time (assuming target level of performance) and (ii) the fair market value of such share or unit as of the Effective Time (as determined by Parent or the applicable affiliate thereof in good faith). The Replacement Company PSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such Company PSUs, vest and be settled at the same time as the Company PSUs for which such Replacement Company PSU Award was exchanged would have vested and been settled pursuant to their terms, and will otherwise have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the Company PSUs for which it was exchanged; however, upon settlement of such Replacement Company PSU Award, the holder thereof will be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes; however, upon settlement of such Replacement Company MSU Award, the holder thereof will be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

Severin Topco LLC Management Incentive Units

Historically, Severin Topco maintained an equity incentive program to provide certain employees, directors and other service providers of Severin Topco and its subsidiaries with an opportunity to participate in Severin Topco’s future income and appreciation through the grant of management incentive units (referred to as the “MIUs”). The MIUs represent non-voting limited liability company interests in Severin Topco that are intended to be treated as “profits interests” for U.S. federal income tax purposes. At the Effective Time, the Participation Threshold Units issued by Severin Holdings, LLC that underlie the MIUs will become fully vested (to the extent unvested) and such vested Participation Threshold Units will automatically be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i)(x) the Per Share Price less (y) the applicable participation threshold with respect to such award of Participation Threshold Units and (ii) the total number of shares of Class A Common Stock subject to such Participation Threshold Units immediately following the exchange of such Participation Threshold Units into shares of Class A Common Stock and immediately prior to the Effective Time.

Quantification of Payments and Benefits

For an estimate of the amounts that would be payable to each of PowerSchool’s named executive officers in respect of their MIUs that will vest in connection with the Merger and the amounts that would be payable in respect of their Company MSUs and Company PSUs if they were to incur a qualifying termination of employment following the Merger, see the section entitled “Quantification of Potential Payments and Benefits to

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PowerSchool’s Named Executive Officers in Connection with the Merger” below. The estimated amount that would be payable to the two executive officers who are not named executive officers in respect of their Company PSUs if the Merger were to occur on July 15, 2024 is $1,178,190. The estimated aggregate amount payable to our three non-employee directors for their unvested Company RSUs that will vest in connection with the Merger if the Merger were to occur on July 15, 2024 is $433,109.

PowerSchool Executive Officer Severance Arrangements

Each of our executive officers, except Ms. Stumpf, is eligible to receive severance benefits under an offer letter entered into with PowerSchool (referred to as an “Offer Letter”). Under each Offer Letter, if the executive officer’s employment is terminated by the Company without “cause” or by the executive officer with “good reason” (each, a “qualifying termination”), then the executive officer will be entitled to a severance payment equal to (i) a number of months of base salary (12 months in the case of Mr. Gulati and six months in the case of the other executive officers), and (ii) in the case of Messrs. Shander and Singh, in the sole discretion of the Board, a prorated annual bonus for the year of termination. The Severance Payments are payable in substantially equal installments commencing on the 60th day following termination of employment, subject to the executive officer’s execution and non-revocation of a general release of claims in favor of PowerSchool.

For an estimate of the amounts that would be payable to each of PowerSchool’s executive officers who are named executive officers assuming a qualifying termination immediately following the Merger, see the section entitled “Quantification of Potential Payments and Benefits to PowerSchool’s Named Executive Officers in Connection with the Merger” below. We estimate that the aggregate amount of severance payments that would be payable to PowerSchool’s two executive officers who are not named executive officers if the Merger were to be completed and they were to experience a qualifying termination on July 15, 2024 is $386,250.

Conversion of Company RSUs

Prior to the Effective Time, PowerSchool may solicit the holders of Company RSUs determined in collaboration with Parent, including our executive officers, to elect that the Unvested Company RSUs held by such holders as of immediately prior to the Effective Time will, as of the Effective Time, be cancelled and converted into a restricted stock unit award with respect to the common equity in Parent, the Surviving Corporation or one of its subsidiaries, or a direct or indirect parent entity of Parent, as determined by Parent (the “Replacement Company RSU Award”), with the number of shares or units covered by such Replacement Company RSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company RSU as of immediately prior to the Effective Time and (ii) the fair market value of such share or unit as of the Effective Time (as determined by Parent or the applicable affiliate thereof in good faith). The Replacement Company RSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent through the applicable vesting dates applicable to such Company RSUs, vest based on the satisfaction of both (1) the existing time-vesting schedule applicable to the Company RSUs for which such Replacement Company RSU Award was exchanged and (2) the occurrence of a “change in control” or “public offering” (each as defined and determined under the terms of an incentive plan to be adopted by a direct or indirect parent entity of Parent as of the Effective Time) of the Surviving Corporation within seven years following the Effective Time, and will be settled in cash, shares or units of the issuing entity, or a combination of both, as determined by the issuing entity in its discretion within 30 days following the date on which such Replacement Company RSU Award vests. Any such Replacement Company RSU Awards will otherwise have the same terms and conditions as applied to the Company RSUs for which they were exchanged. As of the date of this information statement, PowerSchool has not made any such solicitation, nor have any of the executive officers agreed to convert the Unvested Company RSU into a Replacement Company RSU Award.

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280G Mitigation Actions

PowerSchool may, following Parent’s prior approval (which approval will not be unreasonably withheld, conditioned, or delayed) take certain actions to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)). As of the date of this information statement, PowerSchool has not yet approved any specific actions to mitigate any impact of Section 280G of the Code on PowerSchool or any disqualified individuals. No executive officer is entitled to receive gross-ups or tax reimbursements from PowerSchool with respect to any potential excise taxes under Section 4999 of the Code.

Arrangements with Parent

As of the date of this information statement, none of our executive officers has had any discussions or negotiations, or entered into any agreement, with Parent or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to purchase or participate in the equity of Parent or one or more of its affiliates following the consummation of the Merger. Prior to or following the closing of the Merger, however, certain executive officers may have discussions, or may enter into agreements 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.

Tax Receivable Agreement

Certain of our directors are affiliated with our Principal Stockholders; each of Judy Cotte, Laurence Goldberg and Zach Levitt are affiliated with Onex, and each of Betty Hung, Gwen Reinke and Maneet Saroya are affiliated with Vista. Additionally, each of Hardeep Gulati, Eric Shander, Shivani Stumpf, Devendra Singh, Anthony Kender, Fred Studer and Michael C. Bisignano hold limited liability company interests in Severin Topco. Certain entities affiliated with Onex and Vista, as well as Severin Topco, are TRA Holders (as defined in the Tax Receivable Agreement (as defined in “The Merger Agreement—TRA Amendment” on page 106)) and therefore would be entitled to future payments under the Tax Receivable Agreement if not terminated. As a result of the TRA Amendment, the Tax Receivable Agreement will terminate upon the Effective Time. For a discussion of the TRA Amendment, please see “The Merger Agreement—TRA Amendment” on page 106 and Annex F.

Support and Rollover Agreements

As described elsewhere in this information statement, concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to PowerSchool’s and Parent’s willingness to enter into this Agreement, investment funds affiliated with Vista and Onex have entered into a Support and Rollover Agreement with PowerSchool, Parent and Parent’s affiliates, with respect to certain obligations of such stockholders relating to the Merger Agreement, including, an agreement to contribute, directly or indirectly, the Rollover Shares and Rollover Units (as defined therein), as applicable, held by them to Parent (or any direct or indirect parent company thereof) as specified in the applicable Support and Rollover Agreement. For a discussion of the Support and Rollover Agreements, please see “The Merger Agreement—Support and Rollover Agreements” on page 106, Annex D and Annex E.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the Merger Agreement, directors and officers of PowerSchool will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this information statement entitled “The Merger Agreement—Indemnification and Insurance.”

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

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of PowerSchool’s named executive officers that is based on or otherwise relates to the Merger and that will or may become payable to PowerSchool’s named executive officers at the consummation of the Merger or upon a qualifying termination of employment that occurs within 12 months following the consummation of the Merger, assuming (i) the Closing had occurred on July 15, 2024, (ii) each of the named executive officers experiences a qualifying termination on such date, (iii) the named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of the date of this filing, (iv) the Company RSUs, Company MSUs, Company PSUs, and MIUs, as applicable, held by the named executive officers that are outstanding as of the date hereof do not otherwise vest prior to the completion of the Merger, (v) for purposes of determining the value of the Company RSUs, Company MSUs, Company PSUs, and MIUs, the value of a share of Company Common Stock is equal to $22.80, (vi) no named executive officer receives any additional equity grants prior to completion of the Merger, and (vii) each named executive officer has properly executed any required releases and complied with all requirements necessary to receive the payments and benefits described below. Some of the assumptions used in the table below are based upon estimates of information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below.

The payments described in the table below would be made pursuant to the arrangements described above in the section entitled “Interests of Our Directors and Executive Officers in the Merger.”

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The amounts in this column attributable to Company MSUs and Company PSUs are considered to be “double-trigger,” which means that both a “change of control” of PowerSchool, such as the Merger, and a qualifying termination of the holder’s employment must occur within 12 months following the consummation of the Merger for the vesting of any such Company MSUs or Company PSUs to be accelerated. Upon such a qualifying termination, the award agreements governing the Company MSUs and Company PSUs provide that the performance factor attributable to the Company MSUs and Company PSUs will be the greater of (i) target performance, or 100%, and (ii) the actual performance achieved at the time of the Merger, which would be based on the Per Share Price for the Company MSUs and based on cumulative adjusted EBITDA and cumulative revenue for the Company PSUs. The estimated amount of each such payment is set forth in the table below.

The amounts in this column attributable to MIUs are considered to be “single-trigger,” which means that any such awards that remain outstanding immediately prior to the Effective Time will automatically vest in full and become payable at the Effective Time.

Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred by PowerSchool in connection with the Merger are as follows:

Except as expressly set forth in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the Merger will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

Delisting and Deregistration of Class A Common Stock

If the Merger is completed, our Class A Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of our Class A Common Stock.

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Transaction Litigation

Lawsuits arising out of the Merger may be filed in the future. In addition, PowerSchool has received a stockholder demand letter pursuant to DGCL Section 220 relating to the events leading to the execution of the Merger Agreement and could receive other stockholder demand letters relating to books and records requests or the disclosure in this information statement. No assurances can be made as to the outcome of such lawsuits, demands or other actions.

Material United States Federal Income Tax Consequences of the Merger

The following is a summary of the material United States federal income tax consequences of the Merger generally applicable to holders of Class A Common Stock who exchange their shares of Class A Common Stock for cash pursuant to the Merger. The summary is based on the Code, applicable United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose shares of Class A Common Stock are held as capital assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of Class A Common Stock that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, holders subject to the alternative minimum tax, tax-exempt organizations, broker-dealers, banks, financial institutions, regulated investment companies, real estate investment trusts, cooperatives, traders in securities that elect to mark to market, United States Holders whose functional currency is not the United States dollar, holders who hold Class A Common Stock through pass-through entities for United States federal income tax purposes or as part of a hedge, straddle or conversion transaction, holders deemed to sell Class A Common Stock under the constructive sale provisions of the Code, holders who exercise appraisal rights, or holders who acquired Class A Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. This summary does not address (i) any aspect of state, local or non-U.S. taxation, and does not address any United States federal taxation other than income taxation, (ii) any tax consequences to holders of the Rollover Shares or any interests in PowerSchool other than Class A Common Stock, including Class B Common Stock, Options, RSUs, MSUs or PSUs, or (iii) any tax consequences of any other transaction occurring in connection with the Merger.

For purposes of this information statement, a “United States Holder” means a beneficial owner of Class A Common Stock that is (as determined for U.S. federal income tax purposes):

The term “Non-United States Holder” refers to any beneficial owner of Company Common Stock, other than a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes, that is not a United States Holder.

If a partnership or other any entity or arrangement treated as a partnership for United States federal income tax purposes is a holder of Class A Common Stock, the United States federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partners of a holder of Class A Common Stock should consult their own tax advisors as to the particular United States federal income tax consequences of the Merger to them.

The United States federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual

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circumstances may differ, each holder of Class A Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of United States federal, state, local and non-United States tax laws.

United States Holders. The receipt of the Merger consideration by a United States Holder in exchange for shares of Class A Common Stock pursuant to the Merger will be a taxable transaction for United States federal income tax purposes (and also may be a taxable transaction under applicable state, local, non-United States and other income tax laws). In general, for United States federal income tax purposes, a United States Holder who receives the Merger consideration will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (y) such United States Holder’s adjusted tax basis of the surrendered shares of Class A Common Stock. A United States Holder’s adjusted tax basis generally will equal the price the United States Holder paid for such shares, and if applicable, will have been reduced by return of capital distributions. Gain or loss will be calculated separately for each block of Class A Common Stock (generally shares acquired at the same cost in a single transaction) converted in the Merger. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if Class A Common Stock has been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate United States Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

Non-United States Holders. Subject to the discussion below regarding backup withholding, a Non-United States Holder that receives cash for shares of Class A Common Stock pursuant to the Merger generally will not be subject to United States federal income tax on any gain realized on the disposition, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-United States Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States) or (iii) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of Class A Common Stock at any time during the five-year period preceding the Merger, and PowerSchool is or has been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held Class A Common Stock. PowerSchool believes it is not and has not been a “United States real property holding corporation” for United States federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-United States Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain realized, which generally may be offset by certain United States source capital losses.

If you are a Non-United States Holder and your gain is effectively connected with a United States trade or business (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States), you will be subject to United States federal income tax on any gain realized on a net basis in the same manner as United States Holders. Non-United States Holders that are corporations may also be subject to a branch profits tax on their effectively connected income at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty), subject to adjustments.

Information Reporting and Backup Withholding. Cash consideration received by a United States Holder or a Non-United States Holder in the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a United States Holder that does not otherwise establish an exemption should complete and return to the applicable paying agent an Internal Revenue Service (“IRS”) Form W-9, certifying that such United States Holder is a United States person, that the taxpayer identification number provided is correct and that such United States Holder is not subject to backup withholding. A Non-United States Holder

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generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Holders should consult their tax advisors regarding the application of United States federal income tax laws and non-United States tax laws, including information reporting and backup withholding, to their particular situations.

Regulatory Approvals

Under the Merger Agreement, we and the other parties to the Merger Agreement have agreed to use our respective reasonable best efforts to complete the transactions contemplated by the Merger Agreement, including to obtain all necessary governmental approvals as promptly as practicable. In addition, each of PowerSchool and Parent has agreed to (i) cooperate and coordinate (and cause its respective affiliates to cooperate and coordinate) with each other in the making of specified regulatory filings; (ii) supply each other (or cause each other to be supplied) with any information that may be required in order to make such filings; (iii) supply (or cause to be supplied) any additional information that may be required or requested by the FTC, the Department of Justice or the governmental authorities of any other applicable jurisdiction in which any such filing is made; and (iv) use reasonable best efforts to take (and to cause its respective affiliates to take) all actions necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other antitrust laws applicable to the Merger Agreement or the Merger; and (2) obtain all clearances, consents, approvals, waivers, actions, non-actions and other authorizations pursuant to any antitrust laws applicable to the Merger Agreement or the Merger, in each case as promptly as reasonably practicable.

If and to the extent necessary to obtain the necessary governmental approvals and to avoid or eliminate each and every impediment under any antitrust laws applicable to the Merger as promptly as reasonably practicable, each of Parent and Merger Sub have agreed to use their reasonable best efforts to avoid or eliminate any impediment and to obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act and any other antitrust laws, including (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent, Merger Sub, PowerSchool and its subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of Parent, Merger Sub, PowerSchool and its subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent, Merger Sub, PowerSchool and its subsidiaries; and (iv) any other restrictions on the activities of Parent, Merger Sub, PowerSchool and its subsidiaries, including the freedom of action of Parent, Merger Sub PowerSchool and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement, in each case, so as to allow the consummation of the Merger as soon as reasonably practicable; provided, that Parent, Merger Sub, PowerSchool and its subsidiaries shall not be required to take any action if it would reasonably be expected to be material to the business, results of operations or financial condition of PowerSchool and its subsidiaries, taken as a whole.

Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied by the applicable agencies. On June 21, 2024, both PowerSchool and Parent filed their respective notification and report forms under the HSR Act, which triggered the start of the HSR Act waiting period. The waiting period under the HSR Act expired at 11:59 p.m. EST on July 22, 2024.

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At any time before or after the Effective Time of the Merger, the Antitrust Division or the FTC could take action under the antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of PowerSchool or Parent or subject to regulatory conditions or other remedies. In addition, United States state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain “forward-looking statements” including, without limitation, statements regarding forecasts and projections as described in “Special Factors—Certain Company Financial Forecasts” beginning on page 79, which are subject to the “safe harbor” created by those sections. All statements other than statements of historical fact included in this information statement are forward-looking statements, and they are subject to risks and uncertainties. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

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We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement or the date of any document incorporated by reference in this document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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THE PARTIES TO THE MERGER AGREEMENT

PowerSchool

PowerSchool Holdings Inc.

150 Parkshore Drive

Folsom, California 95630

Phone: (877) 873-1550

PowerSchool provides a comprehensive suite of solutions that includes the mission-critical system of record used by state Departments of Education, districts and schools, who leverage our solutions to deliver insights and analytics to improve education outcomes. As of March 31, 2024, PowerSchool serves more than 17,000 customers, including over 90 of the 100 largest districts by student enrollment in the United States, over 30 state-, province-, and territory-wide contracts in North America, and sells solutions in over 90 countries globally. PowerSchool’s platform is embedded in school workflows and is used by educators, students, administrators, and parents on a daily basis. For more information, visit www.powerschool.com. The information contained on, or accessible through, PowerSchool’s website is not part of this information statement. Additional information regarding PowerSchool is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 138. PowerSchool’s principal executive offices are located at 150 Parkshore Drive, Folsom, California 95630, and its telephone number is (877) 873-1550.

The Class A Common Stock is listed with, and trades on, the NYSE under the symbol “PWSC”.

Parent

BCPE Polymath Buyer, Inc.

c/o Bain Capital Private Equity, LP

200 Clarendon Street

Boston, MA 02116

Phone: (617) 516-2000

Parent is a Delaware corporation that was formed solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement. Parent is wholly owned by BCPE Polymath Intermediate, LLC, a Delaware limited liability company and is an affiliate of investment funds advised by Bain. After the Closing, Parent will be the parent company of PowerSchool. Parent’s principal executive offices are located at c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, MA 02116 and its telephone number is (617) 516-2000.

Merger Sub

BCPE Polymath Merger Sub, Inc.

c/o Bain Capital Private Equity, LP

200 Clarendon Street

Boston, MA 02116

Phone: (617) 516-2000

Merger Sub was formed by Parent solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement with PowerSchool. Merger Sub is a wholly owned subsidiary of Parent and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations under the Merger Agreement and matters ancillary to the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, MA 02116 and its telephone number is (617) 516-2000.

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THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about PowerSchool. Such information can be found elsewhere in this information statement and in the public filings PowerSchool makes with the SEC, which may be obtained by following the instructions set forth in the section entitled, “Where You Can Find More Information,” beginning on page 138.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about PowerSchool, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in PowerSchool’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of PowerSchool, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in PowerSchool’s public disclosures.

Form of Merger

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, on the Closing date, Merger Sub will be merged with and into PowerSchool, whereupon the separate corporate existence of Merger Sub will cease, and PowerSchool will continue as the Surviving Corporation and a wholly-owned subsidiary of Parent.

Consummation and Effectiveness of the Merger

The Merger will become effective at such time as the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent, Merger Sub and PowerSchool agree and specify in the certificate of merger. The Closing will take place at 9:00 a.m., New York City time, on a date to be specified and agreed by Parent, Merger Sub and PowerSchool, which date will be no later than the third business day after the satisfaction or waiver (to the extent permitted by the Merger Agreement) of all conditions to the consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by the Merger Agreement) of such conditions), unless another time or date is agreed to in writing by Parent, Merger Sub and PowerSchool (with the prior written consent of the Special Committee). Notwithstanding the foregoing, Parent, Merger Sub and PowerSchool have agreed that, unless otherwise agreed to in writing by Parent, the Closing shall not take place prior to September 30, 2024.

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Consideration to be Received in the Merger

Subject to the terms and conditions of the Merger Agreement, at the time of the filing acceptance for record by the Secretary of State of the State of Delaware of the certificate of merger, (i) each issued and outstanding share of common stock, par value $0.001 per share of Merger Sub that is issued and outstanding as of immediately prior to the Effective Time will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, (ii) each share of Class A Common Stock that is issued and outstanding as of immediately prior to the Effective Time(including, for the avoidance of doubt, each share of Class A Common Stock resulting from the exchange of Exchangeable Units (as defined in the Exchange Agreement) for shares of Class A Common Stock in accordance with the Exchange Agreement and pursuant to the Merger Agreement, but other than the Owned Company Shares, the Rollover Shares and Appraisal Shares) will be automatically cancelled, extinguished and converted into the right to receive the Per Share Price; (iii) each share of Class B Common Stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and shall cease to exist and no payment shall be made with respect thereto, and the holders thereof shall cease to have any rights with respect thereto; and (iv) each share of Class A Common Stock and Class B Common Stock that is (A) held by the Company as treasury stock or (B) owned by Parent or any of its affiliates or subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time, will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor.

At the Effective Time, each Vested Company RSU will automatically be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Unvested Company RSU will automatically be cancelled and converted into a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amount”), which Cash Replacement Company RSU Amount will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent or the Surviving Corporation through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which the Cash Replacement Company RSU Amount was exchanged would have vested and been payable pursuant to its terms, and shall otherwise have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which it was exchanged. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU Amount that vests to the applicable holder no later than 30 days following the date on which such portion vests, but in no event later than March 15 of the year following the year in which such portion vests.

At the Effective Time, each Company MSUs outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into a Replacement Company MSU Award, with the number of shares or units covered by such Replacement Company MSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company MSU as of immediately prior to the Effective Time (with the performance factor based on the Per Share Price) and (ii) the fair market value of such share or unit as of the Effective Time (as determined by Parent or the applicable affiliate thereof in good faith). The Replacement Company MSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent or the Surviving Corporation through the applicable vesting dates, vest and be settled at the same time as the Company MSUs for which such Replacement Company MSU Award was exchanged would have vested and been settled pursuant to its terms, and shall otherwise have the same terms and conditions (including with respect to service-based vesting conditions but excluding any performance-based vesting conditions) as applied to the Company MSU for which it was exchanged; provided, however, that upon settlement of such Replacement

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Company MSU Award, the holder thereof shall be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into a Replacement Company PSU Award, with the number of shares or units covered by such Replacement Company PSU Award to be equal to the quotient of (i) the product of (A) the Per Share Price and (B) the total number of shares of Class A Common Stock subject to such Company PSU as of immediately prior to the Effective Time (assuming target level of performance) and (ii) the fair market value of such share or unit as of the Effective Time (as determined by Parent or the applicable affiliate thereof in good faith). The Replacement Company PSU Award will, subject to the holder’s continued service with Parent, the Surviving Corporation or a direct or indirect subsidiary or parent entity of Parent or the Surviving Corporation through the applicable vesting dates and satisfaction of the applicable performance condition applicable to such Company PSUs, vest and be settled at the same time as the Company PSUs for which such Replacement Company PSU Award was exchanged would have vested and been settled pursuant to its terms, and shall otherwise have the same terms and conditions (including with respect to service-based and performance-based vesting conditions) as applied to the Company PSU for which it was exchanged; provided, however, that upon settlement of such Replacement Company PSU Award, the holder thereof shall be permitted, in lieu of paying any taxes that are required to be withheld from such holder, to require Parent, the Surviving Corporation, or its subsidiaries or a direct or indirect parent entity of Parent, as applicable, to withhold a number of shares or units otherwise issuable upon such settlement having a fair market value equal to such required applicable withholding taxes.

Change of Control Exchange

Prior to and conditioned upon the Closing, PowerSchool shall deliver written notice (as such notice may be updated from time to time) to Severin Topco of the expected Change of Control (as defined in the Holdings LLC Agreement) and shall thereafter take all reasonable actions to effect a Change of Control Exchange (as defined in the Holdings LLC Agreement) with respect to any Exchangeable Units (as defined in the Holdings LLC Agreement) (other than Rollover Units) held by Severin Topco (or any Person who has executed a joinder to the Exchange Agreement holding Exchangeable Units) as of immediately prior to the Change of Control Exchange, including each Exchangeable Unit that is a Participation Threshold Unit (as defined in the Holdings LLC Agreement) and the corresponding shares of Class B Common Stock in the manner specified in the Exchange Agreement on such Change of Control Exchange Date (as defined in the Exchange Agreement) The Change of Control Exchange shall be contingent upon, and effective as of immediately prior to, the Effective Time. Pursuant to the Holdings LLC Agreement, each share of Class B Common Stock surrendered in the Change of Control Exchange shall automatically be deemed cancelled without any action on the part of any person.

Prior to the Effective Time, the Company shall take, and shall cause Severin Topco to take, such action as is necessary to provide that any outstanding Participation Threshold Unit shall be fully vested (to the extent unvested) as of immediately prior to the Change of Control Exchange and thereafter shall automatically, and without any action on the part of Parent, Merger Sub, PowerSchool or the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (i) (x) the Per Share Price less (y) the applicable Participation Threshold with respect to such Participation Threshold Unit and (ii) the total number of shares of Class A Common Stock subject to such Participation Threshold Unit immediately following the Change of Control Exchange and immediately prior to the Effective Time.

Appraisal Shares

If required by the DGCL, any share of Class A Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by a holder of such share of

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Class A Common Stock who has not consented to the adoption of the Merger Agreement in writing and who has properly exercised appraisal rights with respect thereto in accordance with, and who has complied with, Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) will not be converted into the right to receive the Per Share Price, but instead, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, will be cancelled and retired and will cease to exist and will represent the right to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses their rights to appraisal and payment under the DGCL. However, if any such holder fails to perfect or effectively withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to receive those rights under and to be paid such consideration as is determined pursuant to Section 262, will cease and such Dissenting Company Shares will have the rights and obligations provided in Section 262. PowerSchool will provide notice to Parent of any demands received by PowerSchool for appraisal of any shares of Class A Common Stock, and Parent will have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except with the prior written consent of Parent, PowerSchool will not make any payment with respect to, or settle or offer to settle, or otherwise negotiate any such demands, or agree to do any of the foregoing. Parent will not, except with the prior written consent of PowerSchool (which shall include the prior written consent of the Special Committee), require PowerSchool to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands requiring PowerSchool to make any such payment prior to the Closing.

Procedures for Receiving Merger Consideration

Prior to the Effective Time, Parent will select a nationally recognized bank or trust company reasonably acceptable to PowerSchool to act as the payment agent for the payment of the aggregate consideration to which holders of shares of Class A Common Stock are entitled pursuant to the Merger Agreement and at or prior to the Effective Time, Parent will deposit or cause to be deposited with the payment agent an amount in cash necessary to pay for the shares of Class A Common Stock converted into the right to receive the payment of the aggregate consideration to which holders of shares of Class A Common Stock are entitled pursuant to the Merger Agreement.

Promptly (and in any event no later than five business days) after the Effective Time, Parent and the Surviving Corporation will cause the payment agent to mail to each holder of record of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Class A Common Stock (the “Certificates”) (i) a letter of transmittal (which will be in customary form) and which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the payment agent and (ii) instructions for effecting the surrender of the Certificates in exchange for the Per Share Price payable with respect to the shares of Class A Common Stock formerly represented by the Certificates. Upon surrender of Certificates for cancellation to the payment agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Class A Common Stock represented by such Certificates by (y) the Per Share Price, and the Certificates so surrendered will be cancelled. With respect to record holders of uncertificated shares of Class A Common Stock (“Uncertificated Shares”) (other than Owned Company Shares and Dissenting Company Shares, as applicable), upon the payment agent’s receipt of an “agent’s message” (or such other evidence as the payment agent may reasonably request), the holder of such Uncertificated Shares will be entitled to receive in exchange an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Class A Common Stock represented by such holder’s transferred uncertificated shares by (2) the Per Share Price, and the transferred Uncertificated Shares will be cancelled. No dividends or other distributions with respect to capital stock of the Surviving Corporation with a date on or after the Effective Time will be paid to the holder of any unsurrendered Certificates or Uncertificated Shares.

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At or prior to the Closing, Parent will deposit (or cause to be deposited) with PowerSchool, by wire transfer of immediately available funds, the aggregate Vested Company RSU consideration owed to all holders of Vested Company RSUs. As promptly as reasonably practicable, but in any event in no less than five business days following the first regularly scheduled payroll date after the Closing date, the holders of Vested Company RSUs will be paid by PowerSchool or the Surviving Corporation, through its payroll system or payroll provider, all amounts required to be paid to such holders in respect of Vested Company RSUs that are cancelled and converted into a cash payment, less any required withholdings.

Each of the Surviving Corporation, Merger Sub, Parent and the payment agent will be entitled to deduct and withhold from any cash amounts otherwise payable to any person pursuant to the Merger Agreement such amounts as may be required to be deducted and withheld under applicable law with respect to taxes. Any amounts so deducted or withheld and paid over to the appropriate taxing authority will be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made.

Certificate of Incorporation; Bylaws

At the Effective Time and by virtue of the Merger, (a) the certificate of incorporation of PowerSchool will be amended and restated in its entirety to be read as set forth in the applicable exhibit attached to the Merger Agreement, and (b) the bylaws of the Surviving Corporation will be amended and restated in their entirety to be identical to the bylaws of Merger Sub, except that all references to Merger Sub shall be automatically amended and become references to the Surviving Corporation.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Parent, Merger Sub and PowerSchool, including representations and warranties relating to, among other things:

In addition, the Merger Agreement contains the following customary representations and warranties of PowerSchool relating to, among other things:

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The Merger Agreement also contains the following customary representations and warranties of Parent and Merger Sub:

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Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality,” “PowerSchool Material Adverse Effect” or words of similar import. The Merger Agreement provides that a PowerSchool Material Adverse Effect means any change, event, effect, development or occurrence that, individually or in the aggregate, has or would be reasonably expected to have, a material adverse effect on (x) the business, financial condition or results of operations of PowerSchool and its subsidiaries, taken as a whole or (y) the ability of PowerSchool to consummate the transactions contemplated by the Merger Agreement, excluding, solely with resect to clause (x), any changes, events, effects, developments or occurrences arising out of, relating to or resulting from:

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except in the case of the first five bullets and bullets nine through eleven above, to the extent that such changes, events, effects, developments or occurrences have had a disproportionate adverse effect on PowerSchool and its subsidiaries, taken as a whole, as compared with other participants in the industries in which PowerSchool and its subsidiaries conduct business, the incremental disproportionate adverse impact may be taken into account in determining whether there has been a PowerSchool Material Adverse Effect.

Conduct of Business by PowerSchool Prior to Consummation of the Merger

Except (A) as expressly contemplated or required by the Merger Agreement, (B) for certain matters set forth on the confidential disclosure schedules, (C) as required by applicable law, (D) any measures promulgated by any governmental authority in connection with or in response to COVID-19, subject to PowerSchool using good faith efforts to provide prior notice to, and reasonably consult with, Parent, or (E) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed not provided if Parent provides no written response within seven business days after a written request by PowerSchool for such consent), during the period from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement by its terms and the Effective Time, PowerSchool will and will cause each of its subsidiaries to, use commercially reasonable efforts to (i) conduct its business in all material respects in the ordinary course of business, (ii) preserve intact in all material respects its assets, properties and material contracts, and (iii) preserve intact in all material respects its significant commercial relationships with third parties.

In addition, without limiting the generality of the foregoing, except for matters set forth on the confidential disclosure schedules or as otherwise expressly contemplated or required by the Merger Agreement or required by applicable law (including any measures in connection with or in response to COVID-19), from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement and the Effective Time,

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PowerSchool shall not, and shall not permit any of its subsidiaries to do, any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned):

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Support and Rollover Agreements

Concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to PowerSchool’s and Parent’s willingness to enter into this Agreement, investment funds affiliated with Vista Equity Partners and Onex Partners Manager LP have entered into support and rollover agreements (each, a “Support and Rollover Agreement”) with PowerSchool, Parent and Parent’s affiliates, each of which is attached to this information statement as Annex D and Annex E, respectively, dated as of the date of the Merger Agreement, with respect to certain obligations of such stockholders relating to the Merger Agreement, including, an agreement to contribute, directly or indirectly, the Rollover Shares and Rollover Units (as defined therein), as applicable, held by them to Parent (or any direct or indirect parent company thereof) as specified in the applicable Support and Rollover Agreement (the “Rollover”).

TRA Amendment

Concurrently with the execution and delivery of the Merger Agreement, PowerSchool and the TRA Holders (as defined in the Tax Receivable Agreement) party thereto, entered into the TRA Amendment, pursuant to which the parties agreed, among other things, to (i) amend PowerSchool’s existing Tax Receivable Agreement, such that the Tax Receivable Agreement will automatically terminate upon the Effective Time and (ii) the TRA Holders agreed to waive certain Tax Benefit Payments (as defined in the TRA Amendment) pursuant to the Tax Receivable Agreement, including all amounts that would have otherwise become payable to the TRA Holders in connection with the consummation of the Merger. From and after the Effective Time, no Early Termination Payment or Tax Benefit Payment (each as defined in the TRA Amendment) will be made to any TRA Holder pursuant to the Tax Receivable Agreement.

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Regulatory Filings; Efforts

Each party to the Merger Agreement will use its reasonable best efforts to (and will cause their respective subsidiaries to, if applicable) (i) take (or cause to be taken) all actions; (ii) do (or cause to be done) all things; and (iii) 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 or otherwise to consummate and make effective, as promptly as reasonably practicable, the Merger and the other transactions contemplated by the Merger Agreement, including by (A) causing the conditions to the Merger of the other party precedent to Closing to be satisfied (but not waived) and (B) (I) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities; and (II) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement.

Each party will, (i) within ten business days of entering into the Merger Agreement file with the FTC and the Antitrust Division of the Department of Justice (the “DOJ”) a Notification and Report Form relating to the transactions contemplated by the Merger Agreement as required by the HSR Act (provided, that in the event there are changes to the HSR Notification and Report Form that take effect after the date of the Merger Agreement, the Parties shall mutually agree on an appropriate filing deadline for making such filings, which may exceed ten business days); and (ii) within 15 business days of entering into the Merger Agreement (unless a longer period is otherwise agreed to in writing by the parties), make any filing with any governmental authority as required by applicable antitrust laws in connection with the Merger. In relation to this, each party will make (or cause to be made), as promptly as reasonably practicable and after consultation with the other parties, an appropriate response to a request for any additional information or documentary material from any governmental entity with respect to the Merger pursuant to the HR Act or any other antitrust laws applicable to the Merger.

If and to the extent necessary to obtain the necessary governmental approvals and to avoid or eliminate each and every impediment under any antitrust laws applicable to the Merger as promptly as reasonably practicable, Parent and Merger Sub shall use their reasonable best efforts to avoid or eliminate any impediment and to obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act and any other antitrust laws, including (i) the sale, divestiture, transfer, license, disposition, or hold separate, of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent, Merger Sub, PowerSchool and its subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of Parent, Merger Sub, PowerSchool and its subsidiaries; (iii) the modification of any course of conduct regarding future operations of Parent, Merger Sub, PowerSchool and its subsidiaries; and (iv) any other restrictions on the activities of Parent, Merger Sub, PowerSchool and its subsidiaries, including the freedom of action of Parent, Merger Sub PowerSchool and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement, in each case, so as to allow the consummation of the Merger as soon as reasonably practicable. Parent shall oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any governmental authority that could restrain, prevent or delay any required consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any person in any court or before any governmental authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any governmental authority.

Notwithstanding the foregoing, nothing in the Merger Agreement shall require Parent, Merger Sub, PowerSchool or any of its subsidiaries to (A) enter into any agreement or consent decree with the DOJ, FTC or any other governmental authority or take, or agree to take, any other action, in each case, that is not conditioned on the Closing, or (B) take any action if such action would (x) reasonably be expected to be material to the business, results of operations or financial condition of PowerSchool and its subsidiaries, taken as a whole, or

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(y) otherwise involve any assets, properties, operations or businesses other than those of Parent, Merger Sub, PowerSchool and its subsidiaries. Further, PowerSchool and its subsidiaries shall not take any action referred to in this paragraph without the prior written consent of Parent and Merger Sub.

Company Stockholder Approval

Per the terms of the Merger Agreement, the written consent constituting the Company Stockholder Approval was delivered to PowerSchool shortly after the execution of the Merger Agreement on June 7, 2024. PowerSchool provided a copy of such written consent constituting the Company Stockholder Approval to Parent on June 7, 2024, shortly after its receipt of such written consent.

No Solicitation or Negotiation

The Merger Agreement provides that PowerSchool and its subsidiaries will not, and will cause their respective directors and officers not to, and will instruct and use reasonable best efforts to cause each of their representatives not to, directly or indirectly, during the period beginning at the time of the execution of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to its terms or the Effective Time (the “Interim Period”):

During the Interim Period, PowerSchool will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or similar provision that prohibits or purports to prohibit a proposal being made to the Board (or the Special Committee) unless the Board (acting under the direction of the Special Committee) determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

The Company was required to promptly request that each person (other than Parent, Merger Sub and their representatives) with whom discussions or negotiations have been terminated, return or destroy all confidential information furnished by or on behalf of the Company or any of its subsidiaries or representatives and to promptly terminate access to all data rooms furnished in connection therewith.

The Merger Agreement provides that the term “Acquisition Proposal” means any bona fide written offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction.

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Furthermore, the term “Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

For the avoidance of doubt, the Merger and the other transactions contemplated by the Merger Agreement will not be deemed an Acquisition Proposal.

Continuing Employee Matters

The Merger Agreement provides that, for the period from the Effective Time through the first anniversary of the Effective Time (or, if shorter, the applicable Continuing Employee’s period of employment), each employee of PowerSchool or its subsidiaries immediately prior to the Effective Time who remains in the employment of Parent or one of its subsidiaries (including the Surviving Corporation) (each, a “Continuing Employee”) will receive (i) a base salary or base wage rate, as applicable, and incentive opportunities (subject to certain exclusions) that are, in each case, no less than those in effect for such Continuing Employee immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than those applicable to such Continuing Employee immediately before the Effective Time, as set forth in the confidential disclosure schedules and (iii) broad-based employee benefits (but excluding severance, retention, change-in-control compensation, equity, equity-based or cash incentive compensation, deferred compensation defined benefit pension, and retiree medical benefits) at levels that are substantially comparable in the aggregate to those in effect for (or available to) such Continuing Employee under the PowerSchool employee plans as of the Effective Time.

With respect to each benefit or compensation plans, programs or policies made available to any Continuing Employee at or after the Effective Time (such plans, the “New Plan”), the Surviving Corporation and its subsidiaries will (and Parent will, and will cause the Surviving Corporation and its subsidiaries to) cause the Surviving Corporation and its subsidiaries to cause to be granted to such Continuing Employee credit for all service with PowerSchool and its subsidiaries prior to the Effective Time for purposes of eligibility to participate in, vesting of and entitlement to benefits where the length of service is relevant to the same extent that such credit was provided under corresponding employee plans prior to the Effective Time (including for purposes of vacation accrual and severance entitlement or termination pay); however, such service need not be recognized to the extent that it would result in duplication of coverage or benefits for the same period of service. In addition, the Surviving Corporation and its subsidiaries will use commercially reasonable efforts to cause (i) each Continuing Employee to immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding

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PowerSchool employee plan (such plans, the “Old Plans”); (ii) for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical, vision or disability benefits, all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the Continuing Employees and their covered dependents; and (iii) for any year in which such Continuing Employee is moved to a New Plan, for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employees and their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

The Merger Agreement provides that the foregoing provisions under this “—Continuing Employee Matters” section will not be deemed to: (i) guarantee any right to employment, continued employment or any term or condition of employment for any period of time for, or preclude the ability of Parent, the Surviving Corporation or any of their respective subsidiaries to terminate the employment of any Continuing Employee or any other person; (ii) establish or amend any Employee Plan, New Plan or any other compensation or benefit plan or arrangement; or (iii) create any third party beneficiary rights in any Continuing Employee or former employee (or beneficiary or dependent thereof).

Indemnification and Insurance

As of the Effective Time, the Surviving Corporation and its subsidiaries will, and Parent will cause the Surviving Corporation and its subsidiaries to, honor and fulfill, in all respects, the obligations of PowerSchool and its subsidiaries pursuant to any indemnification agreements between PowerSchool and any of its subsidiaries or affiliates (except if expressly waived), on the one hand, and any of their respective current or former directors, officers, employees or agents (and any person who becomes a director, officer, employee or agent of PowerSchool or any of its subsidiaries prior to the Effective Time), on the other hand (each, together with such person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”). In addition, for a period of six years following the Effective Time, the Surviving Corporation and its subsidiaries will, and Parent will cause the Surviving Corporation and its subsidiaries to, cause all the organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, advancement and reimbursement of expenses provisions set forth in the organizational documents as of June 6, 2024, which provisions will not be repealed, amended or otherwise modified in any manner except as required by applicable law.

For a period of six years following the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted by applicable law, and any of its subsidiaries in effect on June 6, 2024, shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses, including attorneys’ fees and investigation expenses, judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such legal proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to the fact that an Indemnified Person is or was a director, officer, employee or agent of PowerSchool or any of its subsidiaries; any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of PowerSchool or any of its subsidiaries or other affiliates, or taken at the request of PowerSchool or such subsidiary (including in connection with serving at the request of PowerSchool or such subsidiary as a director, officer, trustee or fiduciary of another person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and the Merger, as well as any actions taken by PowerSchool, Parent or Merger Sub with respect to the Merger (including any disposition of assets of the Surviving Corporation or any of its subsidiaries that is alleged to have rendered the Surviving Corporation or any of its subsidiaries insolvent).

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If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification, then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such legal proceeding, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such legal proceeding. None of Parent, the Surviving Corporation nor any of their respective affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any legal proceeding for which indemnification may be sought by an Indemnified Person pursuant to the Merger Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of, or relating to, such legal proceeding, or such Indemnified Person otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise, consent or termination.

For a period of six years following the Effective Time, Parent shall purchase or cause the Surviving Corporation to purchase (and pay in full the aggregate premium for) and maintain in effect a prepaid “tail” directors’ and officers’ liability insurance policy of at least the same coverage and amounts and containing the terms and conditions that are equivalent to those of PowerSchool’s current directors’ and officers’ liability insurance policies in effect as of immediately prior to the Effective Time; provided, that the premium for such tail policy shall not exceed 300% of the annual premium amount paid by PowerSchool for coverage for its last full fiscal year, which amount is referred to as the maximum annual premium. If the annual premiums of such tail policy exceed the maximum annual premium, then the Surviving Corporation will be obligated to obtain a six-year prepaid “tail” D&O insurance policy with the greatest coverage available for a cost not exceeding the maximum annual premium from an insurance carrier with the same or better credit rating as PowerSchool’s current directors’ and officers’ liability insurance carrier. In satisfaction of the foregoing obligations, prior to the Effective Time, PowerSchool may, in consultation with Parent, purchase such prepaid “tail” policy with respect to directors’ and officers’ liability insurance policies prior to the Effective Time so long as the aggregate cost for such “tail” policy does not exceed the maximum annual premium. If PowerSchool elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain such “tail” policy in full force and effect for a period of no less than six years after the Effective Time and continue to honor its obligations under such “tail” policy.

Financing Covenant; PowerSchool Cooperation

Following the date of the Merger Agreement and until the Closing, PowerSchool will use its reasonable best efforts, and will cause each of its subsidiaries and its and their respective officers, employees, accountants and advisors to use their respective reasonable best efforts, to provide Parent with all necessary or customary cooperation as reasonably requested by Parent to arrange, syndicate and obtain the Debt Financing contemplated by the Debt Commitment Letter, including using reasonable best efforts in: (i) causing management of PowerSchool to participate in a reasonable number of telephonic meetings, presentations, due diligence sessions and sessions (in each case, upon reasonable request) with rating agencies to the extent customary at times and locations to be mutually agreed; (ii) providing reasonable and customary assistance to Parent with the preparation of customary rating agency presentations and bank information memoranda required in connection with the Debt Financing; (iii) providing reasonable and customary assistance to Parent in connection with the preparation of any pledge and security documents and other definitive financing documents and the schedules and exhibits thereto, in each case as may be reasonably requested by Parent, it being understood that such documents will not take effect until the Effective Time; (iv) furnishing Parent with (A) the Required Financing Information and (B) such other financial and other pertinent and customary information regarding PowerSchool and its subsidiaries as may be reasonably requested by Parent, it being understood that Parent shall (and, for the avoidance of doubt, PowerSchool shall not) be responsible for the preparation of any pro forma financial statements and marketing materials for the Debt Financing (provided that, notwithstanding the foregoing, PowerSchool shall not be obligated to deliver any financial information in a form not customarily prepared by PowerSchool); (v) providing reasonable and customary assistance in the taking of all corporate and other actions,

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subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing on the Closing Date; it being understood that no such corporate or other action will take effect prior to the Closing and the directors of PowerSchool will not approve the Debt Financing prior to the Closing Date; and (vi) at least four business days prior to the Closing date, furnishing Parent with all documentation and other information with respect to PowerSchool and its subsidiaries required by regulatory authorities pursuant to applicable “know your customer” and anti money laundering rules and regulations, including the PATRIOT ACT and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230) to the extent requested in writing at least nine business days prior to the Closing Date.

Additionally, nothing in the Merger Agreement will require PowerSchool or any of its subsidiaries to (i) waive or amend any terms of the Merger Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent and Merger Sub; (ii) enter into any definitive agreement, the effectiveness of which is not conditioned upon the Closing; (iii) give any indemnities that are effective prior to the Effective Time; (iv) take any action that would unreasonably interfere with the conduct of the business of PowerSchool and its subsidiaries; (v) cause PowerSchool or any of its subsidiaries to violate or waive any attorney-client or other applicable privilege or breach any applicable law or any contract not entered into for the purpose of evading the obligations under the Merger Agreement; or (vi) disclose or provide any information in connection with the Debt Financing or equity financing of the transactions contemplated by the Merger Agreement, the disclosure of which, in the judgement of PowerSchool, could result in the disclosure of any trade secrets, customer-specific data or competitively sensitive information not otherwise required to be provided under the Merger Agreement or the violation of any confidentiality obligation.

At least two business days prior to the Effective Time, PowerSchool shall have delivered to Parent a customary draft payoff letter in final form and, at least one business day prior to the Effective Time, a final payoff letter, with respect to the debt outstanding under PowerSchool’s credit agreement to be repaid at the Effective Time. Further, at or prior to the Effective Time, Parent shall provide (or cause to be provided) to PowerSchool funds in an amount equal to the amount necessary for PowerSchool to repay and discharge in full all amounts outstanding under PowerSchool’s credit agreement and upon the receipt thereof, concurrently with the Effective Time, PowerSchool shall repay and discharge such indebtedness pursuant to the final payoff letter.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, in which each of Parent and PowerSchool covenants or agrees to consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements (including media interviews and calls with analysts, institutional investors or similar persons), with respect to the Merger and other transactions contemplated by the Merger Agreement, and shall not issue any such press release or make any such public statement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed), except as otherwise provided in the Merger Agreement.

In addition, PowerSchool will:

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Conditions to Consummation of the Merger

The obligation of each party to consummate the Merger is subject to the satisfaction (or waiver by each of the parties) on or prior to the Effective Time of the following conditions:

As of the date of this information statement, the Company Stockholder Approval has been obtained.

The obligations of Parent and Merger Sub to consummate the Merger are further subject to satisfaction (or waiver by Parent where permissible pursuant to applicable law), on or prior to the Effective Time of the following additional conditions:

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The obligation of PowerSchool to consummate the Merger is further subject to satisfaction or, to the extent not prohibited by applicable law, waiver, as of the Closing of, among other things, the following additional conditions:

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Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time (whether before or after receipt of the Company Stockholder Approval) by the mutual written agreement of Parent and PowerSchool.

In addition, the Merger Agreement may be terminated by either Parent or PowerSchool (provided that such termination has been approved by the Special Committee), at any time prior to the Effective Time (whether prior to or after the receipt of the Company Stockholder Approval):

The Merger Agreement may also be terminated by PowerSchool (provided that such termination has been approved by the Special Committee) (i) if all of the conditions to the obligations of Parent and Merger Sub are satisfied or validly waived (other than those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied at the Closing), (ii) Parent fails to consummate the transactions contemplated by the Merger Agreement by the date on which Parent is required to consummate the Closing, (iii) PowerSchool irrevocably confirms to Parent in writing, following the date on which the Closing is required to occur, that it is ready, willing and able to consummate the Closing, and (iv) Parent fails to consummate the Closing on or prior to the third business day following receipt of such irrevocable written confirmation of PowerSchool referred to in clause (iii).

The Merger Agreement also provided that (i) Parent or PowerSchool could have terminated the Merger Agreement if PowerSchool failed to obtain the Company Stockholder Approval within 24 hours following the execution of the Merger Agreement; (ii) the Merger Agreement may be terminated by Parent if at any time prior to PowerSchool’s receipt of the Company Stockholder Approval, the Board (or a committee thereof) has effected a Board Recommendation Change; and (iii) PowerSchool could have terminated the Merger Agreement at any time prior to PowerSchool’s receipt of the Company Stockholder Approval, in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal, provided that such termination had been approved by the Special Committee; however, these termination provisions expired following delivery of the Stockholder Consent on June 7, 2024.

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Termination Fees and Expenses

PowerSchool will pay Parent (or its designee) a termination fee of $134,650,000 (the “Company Termination Fee”) under the following circumstances:

Parent will pay PowerSchool a termination fee of $269,300,000 (the “Parent Termination Fee”) in the event the Merger Agreement is terminated: