AYX Alteryx Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ALTERYX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

To the Stockholders of Alteryx, Inc.:

You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement, or other delay thereof, as the “special meeting”) of Alteryx, Inc. (which we refer to as “Alteryx”). The special meeting will be held on Wednesday, March 13, 2024, at 10:00 a.m., Pacific time. You may attend the special meeting via a live interactive webcast on the internet at https://www.virtualshareholdermeeting.com/AYX2024SM. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated December 18, 2023 (which we refer to as the “merger agreement”), by and among Azurite Intermediate Holdings, Inc, a Delaware corporation (which we refer to as “Parent”), Azurite Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”), and Alteryx. Funds managed by affiliates of Clearlake Capital Group, L.P. (which we refer to as “Clearlake”) and Insight Venture Management, LLC (which we refer to as “Insight”) have committed to capitalize Parent on the closing date of the merger.

We refer to the merger of Merger Sub with and into Alteryx as the “merger.” At the special meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and a proposal for the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Clearlake is an investment firm operating integrated businesses across private equity, credit and other related strategies. The firm’s core target sectors are technology, industrials, and consumer. Insight is a global software investor partnering with high-growth technology, software, and Internet startup and ScaleUp companies that are driving transformative change in their industries.

If the merger is completed, you will be entitled to receive $48.25 in cash, without interest and less any applicable withholding taxes, for each share of our Class A common stock and Class B common stock that you own immediately prior to the merger (unless you have properly exercised your appraisal rights). This amount constitutes a premium of approximately 59 percent to Alteryx’s unaffected closing stock price on September 5, 2023, the last full trading day prior to media reports regarding a possible sale of Alteryx.

The accompanying proxy statement describes the actions and determinations of Alteryx’s Board of Directors (which we refer to as the “Alteryx Board”) and the Special Committee of the Alteryx Board (which we refer to as the “Special Committee”) in connection with their consideration of the merger agreement, the merger and related matters.

The Special Committee, after considering the factors more fully described in the enclosed proxy statement: (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of Alteryx and its stockholders; and (2) recommended that the Alteryx Board approve and declare advisable the merger agreement and authorize and approve Alteryx’s entry into the merger agreement and the consummation of the transactions contemplated by the merger agreement. In addition, the Alteryx Board, after considering the factors more fully described in the enclosed proxy statement: (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Alteryx and its stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement.

The Alteryx Board recommends that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement and the merger, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of the Alteryx Board in connection with its evaluation of the merger agreement and the merger. Please read the accompanying proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Stockholders Call Toll-Free: (800) 967-7574

Banks and Brokers Call: (212) 596-7578

Email: AYX@dfking.com

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

Very truly yours,

Dean A. Stoecker

Executive Chairman

The accompanying proxy statement is dated February 9, 2024, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about February 9, 2024.

YOUR VOTE IS IMPORTANT

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the internet or by telephone; or (3) vote at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety, as they contain important information. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Stockholders Call Toll-Free: (800) 967-7574

Banks and Brokers Call: (212) 596-7578

Email: AYX@dfking.com

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON WEDNESDAY, MARCH 13, 2024

Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Alteryx, Inc., a Delaware corporation (which we refer to as “Alteryx”), will be held on Wednesday, March 13, 2024, at 10:00 a.m., Pacific time, for the following purposes:

The special meeting will be held by means of a live interactive webcast on the internet at https://www.virtualshareholdermeeting.com/AYX2024SM. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at 10:00 a.m., Pacific time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Alteryx stockholders as of the close of business on January 31, 2024, are entitled to notice of, and to vote at, the special meeting.

Alteryx’s Board of Directors recommends that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Alteryx stockholders of record or beneficial owners who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our Class A common stock and Class B common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $48.25 per share in cash if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). To do so, an Alteryx stockholder of record or beneficial owner must properly demand appraisal before the vote is taken to adopt the merger agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. A copy of Section 262 of the DGCL is available as a publicly available electronic resource, which may be accessed without subscription or cost, at the following hyperlink, which is incorporated in this notice by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

By Order of the Board of Directors,

Christopher M. Lal

Chief Legal Officer and Corporate Secretary

Dated: February 9, 2024

Irvine, California

ALTERYX, INC.

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON WEDNESDAY, MARCH 13, 2024

This proxy statement is dated February 9, 2024, and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about February 9, 2024.

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of our common stock without attending the special meeting and to ensure that your shares of our common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

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Prior to the effective time of the merger, we will take all action that may be reasonably necessary to, effective upon the consummation of the merger:

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting, will have the same effect as a vote

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“AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of the holders of a majority of the voting power of our common stock (voting together as a single class) present in person or represented by proxy at the special meeting and entitled to vote on the proposal and are voted for or against the proposal.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger, or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will not have any effect on these proposals.

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After considering various factors described in this proxy statement under the caption, “The Merger—Recommendation of the Special Committee and the Alteryx Board and Reasons for the Merger,” the Special Committee (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of Alteryx and its stockholders; and (2) recommended that the Alteryx Board approve and declare advisable the merger agreement and authorize and approve Alteryx’s entry into the merger agreement and the consummation of the transactions contemplated by the merger agreement.

In specified circumstances in which the merger agreement is terminated, Alteryx has agreed to pay Parent (or its designee) a termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Remedies.”

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Accordingly, if the merger agreement is adopted by our stockholders and the merger is consummated, the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger will or may be paid to Alteryx’s named executive officers even if our stockholders do not approve such compensation.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” If you are a beneficial owner of shares of our common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

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The control number located on your proxy card is designed to verify your identity and to allow you to vote your shares of our common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of our common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or other nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Even if you plan to attend the special meeting, to ensure that your shares will be represented at the special meeting, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

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If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Alteryx Board with respect to each proposal. This means that they will be voted: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

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You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

You should consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. This discussion is provided for general information only and does not constitute legal or tax advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

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Alteryx and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on December 29, 2023. The waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on January 29, 2024.

Under the EU Merger Regulation, the merger cannot be completed until the merger is notified to the European Commission and receives clearance. The parties must wait to implement the merger until after the European Commission has issued a decision declaring the merger compatible with the internal market. Parent, in coordination and consultation with Alteryx, also filed a draft Short Form CO notification to the European Commission on January 15, 2024.

Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “The Merger—Appraisal Rights.”

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D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Stockholders Call Toll-Free: (800) 967-7574

Banks and Brokers Call: (212) 596-7578

Email: AYX@dfking.com

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other written statements made or to be made by us or on Alteryx’s behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to the merger, including the expected timing of the closing of the merger; considerations taken into account by the Special Committee and the Alteryx Board in approving the merger; the value of the merger to our stockholders; and expectations for us following the closing of the merger or termination of the merger agreement. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “might,” “ongoing” or similar expressions and the negatives of those terms. These forward-looking statements are based on Alteryx’s management’s beliefs and assumptions and on information currently available. There can be no assurance that the merger will in fact be consummated.

These forward-looking statements involve risks and uncertainties, and if any of these risks or uncertainties materialize, or if any of Alteryx’s assumptions prove incorrect, Alteryx’s actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include those associated with:

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All forward-looking statements contained or referred to in this proxy statement are based on information available to us as of the date of this proxy statement, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by law. We expressly qualify in their entirety all forward-looking statements attributable to either us or any person acting on our behalf by the cautionary statements contained or referred to in this proxy statement.

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THE SPECIAL MEETING

Date, Time and Place

We will hold the special meeting on Wednesday, March 13, 2024 at 10:00 a.m., Pacific time. You may attend the special meeting via a live interactive webcast on the Internet at https://www.virtualshareholdermeeting.com/AYX2024SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Purpose of the Special Meeting

At the special meeting, we will ask stockholders to vote on the following proposals:

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of our Class A common stock or Class B common stock as of the close of business on the record date.

As of the close of business on the record date, there were 64,386,678 shares of our Class A common outstanding and entitled to vote at the special meeting. For each share of our Class A common stock that you owned as of the close of business on the record date, you will have one vote on each matter submitted for a vote at the special meeting. As of the close of business on the record date, there were 7,884,450 shares of our Class B common outstanding and entitled to vote at the special meeting. For each share of our Class B common stock that you owned as of the close of business on the record date, you will have ten votes on each matter submitted for a vote at the special meeting.

In the aggregate, 72,271,128 shares of our common stock are outstanding and entitled to vote at the special meeting, representing 143,231,178 total votes.

Quorum

A quorum is the minimum number of shares required to be present at the special meeting for it to be properly held under our bylaws and the DGCL. The holders of a majority of the voting power of our shares of common stock issued and outstanding and entitled to vote as of the record date, present in person or represented by proxy, will constitute a quorum at the special meeting.

Attending the Special Meeting

The special meeting will begin at 10:00 a.m., Pacific time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the special meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at https://www.virtualshareholdermeeting.com/AYX2024SM. You will need the control number found on your

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proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the voting power of all issued and outstanding shares of our common stock (voting together as a single class) as of the record date. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of the voting power of our common stock (voting together as a single class) present in person or represented by proxy at the special meeting and entitled to vote on the proposal and are voted for or against the proposal.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of the holders of a majority of the voting power of our common stock (voting together as a single class) present in person or represented by proxy at the special meeting and entitled to vote on the proposal and are voted for or against the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; or (2) the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; or (2) the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Shares Held by Alteryx’s Directors and Executive Officers

As of the record date, Alteryx’s directors and executive officers and certain of their affiliates that hold shares of our common stock beneficially owned and were entitled to vote, in the aggregate, 1,658,087 shares of our Class A common stock and 7,109,304 shares of our Class B common stock, representing approximately 50.8 percent of the voting power of all of the shares of our common stock outstanding and entitled to vote at the special meeting.

As of the date of this proxy statement, Alteryx has not been informed that any of our directors or such affiliates intend to vote all of their shares of our common stock other than: (1) “FOR” the proposal to adopt the merger; (2) “FOR” the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later

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date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Subject to certain exceptions, Dean Stoecker, as well as certain of his affiliated funds, is contractually obligated to vote in favor of the adoption of the merger agreement pursuant to the terms and conditions of the voting agreement entered into as of the date of the merger agreement. For more information, see the section of this proxy statement captioned “The Merger—The Voting Agreement.”

Voting of Proxies

If your shares are directly registered in your name with our transfer agent, Equiniti Trust Company, LLC, you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” will also need to present proof of ownership of shares of common stock (such as a bank or brokerage account statement) and must also provide a “legal proxy” from their bank, broker or other nominee in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposals (A) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; or (B) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

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If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our common stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement or other delay of the special meeting, including for the purpose of soliciting additional proxies in accordance with the merger agreement, will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, postponed or delayed.

Recommendation of the Alteryx Board

The Special Committee, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Special Committee and the Alteryx Board and Reasons for the Merger,” (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of Alteryx and its stockholders; and (2) recommended that the Alteryx Board approve and declare advisable the merger agreement and authorize and approve Alteryx’s entry into the merger agreement and the consummation of the transactions contemplated by the merger agreement. In addition, the Alteryx Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Special Committee and the Alteryx Board and Reasons for the Merger,” (1) determined that the merger agreement, and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Alteryx and its stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement.

The Alteryx Board recommends that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes.

Adjournment

In addition to (1) the proposal to adopt the merger agreement and (2) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger, our stockholders are also being asked to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. If a quorum is not present, the chairperson of the special meeting or, if directed to be voted on by the chairperson of the special meeting, the holders of a majority of the voting power of the shares of common stock entitled to vote who are present in person or represented by proxy, may adjourn the special meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson may also adjourn the meeting to another time, date and place, if any, even if a quorum is present. In addition, the special meeting could be postponed before it commences, subject to the terms

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of the merger agreement. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Alteryx. We have retained D.F. King & Co., Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $20,000, plus reasonable out-of-pocket expenses. Generally, we will indemnify this firm against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We currently expect to complete the merger in the first half of 2024. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the proposal to adopt the merger agreement; (2) continuously hold their shares through the effective time of the merger; (3) properly perfect appraisal of their applicable shares; (4) meet certain other conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

For information on exercising appraisal rights, see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

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Other Matters

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Wednesday, March 13, 2024

This proxy statement is available on the “SEC Filings” section of our website located at https://investor.alteryx.com/financials/sec-filings. The information included on Alteryx’s website is not incorporated by reference into this proxy statement.

Householding of Special Meeting Materials

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of our disclosure documents at this time, please notify us by sending a written request to Investor Relations, 17200 Laguna Canyon Road, Irvine, California 92618, or by telephone at (888) 836-4274.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of our disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact our Corporate Secretary using the contact method above, if you hold registered shares.

Questions and Additional Information

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor at:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Stockholders Call Toll-Free: (800) 967-7574

Banks and Brokers Call: (212) 596-7578

Email: AYX@dfking.com

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THE MERGER

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Parties Involved in the Merger

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

(888) 836-4274

We are a leader in analytics automation. The Alteryx Analytics Automation Platform empowers “analytics for all” by delivering easy, end-to-end automation of data engineering, analytics, reporting, machine learning, and data science processes. With embedded artificial intelligence capabilities that accelerate the discovery and sharing of analytics insights, our platform enables enterprises to democratize data analytics across their organizations for a broad range of use cases. Whether working in the cloud or on-premise, data workers, regardless of technical acumen, are empowered to discover insights and solve problems. With the Alteryx Analytics Automation Platform, users can automate the full range of analytics and data science processes, embed intelligent decision making and actions, and drive both top and bottom-line impact, efficiency gains, and competitive advantage.

Our Class A common stock is listed on the NYSE under the symbol “AYX.”

Azurite Intermediate Holdings, Inc.

c/o Clearlake Capital Group, L.P.

233 Wilshire Blvd., Suite 800

Santa Monica, CA 90401

(310) 400-8800

Parent was formed on December 15, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Azurite Merger Sub, Inc.

c/o Clearlake Capital Group, L.P.

233 Wilshire Blvd., Suite 800

Santa Monica, CA 90401

(310) 400-8800

Merger Sub is a wholly owned subsidiary of Parent and was formed on December 15, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and Alteryx will continue as the surviving corporation.

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Effects of the Merger

On the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Alteryx; (2) the separate corporate existence of Merger Sub will cease; and (3) Alteryx will continue as the surviving corporation of the merger and a wholly owned subsidiary of Parent.

As a result of the merger, Alteryx will cease to be a publicly traded company, our Class A common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our Class A common stock will be deregistered under the Exchange Act, and we will no longer be required to file periodic reports, current reports and proxy statements with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as we, Parent and Merger Sub may agree and specify in such certificate of merger).

Effect on Alteryx if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, (1) Alteryx will remain an independent public company; (2) our Class A common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (A) our management will continue to operate the business as it is currently being operated; and (B) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Alteryx operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, the price of our Class A common stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price would return to the price at which it trades as of the date of this proxy statement.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our common stock. If the merger is not completed, the Alteryx Board will continue to evaluate and review, among other things, Alteryx’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Alteryx’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, Alteryx has agreed to pay Parent (or its designee) a termination fee.

Effect of the Merger on Our Outstanding Common Stock

On the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger:

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At or prior to the closing, a sufficient amount of cash will be deposited with a designated payment agent to pay the aggregate per share price. Once a stockholder has provided the payment agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) and an appropriate letter of transmittal, or received a customary agent’s message with respect to book-entry shares, and provided any other items specified by the payment agent, then the payment agent will pay the stockholder the appropriate portion of the aggregate per share price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of our stockholders will have the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as a Alteryx stockholder (except that our stockholders holding shares with respect to which an appropriate person has properly and validly exercised and perfected, and has not validly withdrawn or otherwise lost, their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described below in the section of this proxy statement captioned “—Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Alteryx Board, the Special Committee (as defined below), our representatives, and other parties.

The Alteryx Board regularly evaluates Alteryx’s strategic direction and ongoing business plans with a view toward strengthening Alteryx’s business and enhancing stockholder value. As part of this evaluation, the Alteryx Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, Alteryx’s current business plan, with Alteryx remaining an independent entity; (2) the investment in, and development of, new products and services; (3) capital raising activities; (4) potential expansion opportunities through investments, acquisitions, partnerships or other commercial relationships; and (5) business combinations, acquisitions and other financial and strategic alternatives, including the sale of Alteryx. From time to time, the Alteryx Board has also received market perspectives from Qatalyst Partners on Alteryx, our competitive and strategic positioning, and potential strategic alternatives available to us. Qatalyst Partners is a financial advisor familiar with Alteryx’s business, strategy and industry. In addition, Alteryx management regularly holds introductory and informational meetings with financial advisors, actual and potential investors in Alteryx, and other industry participants, including financial sponsors and strategic counterparties that may have an interest in engaging in a potential strategic transaction with Alteryx, for the purpose of discussing, in general terms and based on publicly available information, our business and industry. Alteryx management regularly updates the Alteryx Board with respect to these meetings.

Initial Discussions and Planning

During the first quarter of 2023, Mark Anderson, our then-chief executive officer and a member of the Alteryx Board, spoke at various points with Dan Warmenhoven, our lead independent director, concerning our business

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and prospects, as well as the opportunities and challenges facing Alteryx. During these conversations, Messrs. Anderson and Warmenhoven agreed that it would be useful for Mr. Anderson to gather additional perspectives on Alteryx from market participants and sophisticated investors, and in particular from representatives of select financial sponsors that had familiarity with Alteryx and our industry. As described above, in his capacity as our then-chief executive officer, Mr. Anderson had previously spoken, from time to time and in general terms, with representatives of various financial sponsors to discuss Alteryx and our industry.

In April 2023, further to such discussions with Mr. Warmenhoven, Mr. Anderson contacted representatives of Qatalyst Partners to discuss Alteryx’s business and industry and to request re-introductions to two financial sponsors that had particular familiarity with Alteryx and our industry. We refer to these financial sponsors as “Sponsor A” and “Sponsor B,” respectively. As requested, representatives of Qatalyst Partners facilitated these re-introductions.

On April 13, 2023, Mr. Anderson met with representatives of Sponsor A. During this meeting, the representatives of Sponsor A offered their perspectives on Alteryx based on publicly available information and expressed an interest in learning more about Alteryx and our business. No specific transaction or proposal was discussed during this meeting.

On April 14, 2023, Mr. Anderson met with representatives of Sponsor B. During this meeting, the representatives of Sponsor B offered their perspectives on Alteryx based on publicly available information and expressed an interest in learning more about Alteryx and our business. No specific transaction or proposal was discussed during this meeting.

Subsequently, at the request of Mr. Anderson, and for the same purpose as the discussions with Sponsor A and Sponsor B, representatives of Qatalyst Partners facilitated introductions of Mr. Anderson to four additional financial sponsors that had particular familiarity with Alteryx and our industry, one of which was Clearlake. We refer to the other three financial sponsors as “Sponsor C,” “Sponsor D” and “Sponsor E,” respectively. In response to these introductions, each of these financial sponsors (other than Sponsor E, who did not respond substantively until May 8, 2023, as described below) responded to these introductions by expressing an interest in further discussing about Alteryx and our business. No specific transaction or proposals were discussed in these communications.

On April 20, 2023, the Alteryx Board met. Mr. Anderson reviewed his recent discussions with, and re-introductions and introductions to, the financial sponsors described above. The Alteryx Board discussed the possibility (1) that, based on Mr. Anderson’s preliminary discussions, the financial sponsors described above and other financial sponsors, and potentially certain strategic counterparties, could be interested in pursuing a potential strategic transaction with Alteryx, including a potential acquisition of Alteryx; and (2) of commencing a process to explore potential strategic alternatives, including a potential sale of Alteryx, in light of this potential interest. Following discussion, the Alteryx Board determined that Charles R. Cory, Timothy Maudlin and Mr. Warmenhoven would meet separately as an ad hoc committee of directors to continue to discuss the possibility of commencing a process to explore potential strategic alternatives, including a potential sale of Alteryx, and provide a recommendation to the Alteryx Board with respect to such matters. Following the meeting of the Alteryx Board, Mr. Stoecker indicated to Mr. Warmenhoven, on an unprompted basis, that he could be interested in exploring, and did not want to rule out at that time, a potential “rollover” of his equity interests in connection with a sale of Alteryx, depending on the terms of the transaction, should the Alteryx Board determine to pursue a transaction.

On April 26, 2023, Messrs. Cory, Maudlin and Warmenhoven met, with Alteryx management and representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation (which we refer to as “Wilson Sonsini”), as outside legal counsel, in attendance. Messrs. Cory, Maudlin and Warmenhoven discussed the possibility of commencing a phased process to explore potential strategic alternatives, including a potential sale of Alteryx. The representatives of Wilson Sonsini reviewed with Messrs. Cory, Maudlin and Warmenhoven their fiduciary

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duties under Delaware law. Messrs. Cory, Maudlin and Warmenhoven determined to recommend to the Alteryx Board that it form a committee of independent directors to oversee the potential exploration of strategic alternatives, including a potential sale of Alteryx, in light of the possibility that (1) Mr. Stoecker (in his capacity as a significant stockholder of Alteryx) could potentially participate in a “rollover” of his equity interests in Alteryx in connection with such a transaction; and (2) the potential or actual different interests that Mr. Stoecker could have from our stockholders generally as a result of such a “rollover.” Messrs. Cory, Maudlin and Warmenhoven also determined to recommend that (1) such committee retain a financial advisor to assist the committee with its work; (2) Alteryx management prepare a draft long-term operating and financial plan for Alteryx as an independent company for review by such committee and the Alteryx Board; and (3) further discussions with any potential acquirers (including with any of the aforementioned financial sponsors) be put on hold until further evaluated and, if appropriate, approved by such committee.

After the close of trading on April 27, 2023, Alteryx held its earnings call to report first quarter financial results for 2023 and provided financial guidance for the second quarter and full year of 2023. Our annualized recurring revenue for the first quarter finished $2 million below Wall Street consensus estimates. We also announced a substantial workforce reduction. Our Class A common stock closed trading at a price of $41.13 per share on April 28, 2023, the first full trading day following the earnings call.

On April 30, 2023, the Alteryx Board met, with Alteryx management and representatives of Wilson Sonsini in attendance. Mr. Warmenhoven reviewed the discussion by, and recommendation of, Messrs. Cory, Maudlin and Warmenhoven to form a committee of independent directors to explore potential strategic alternatives, including a potential sale of Alteryx. The representatives of Wilson Sonsini reviewed with the members of the Alteryx Board their fiduciary duties under Delaware law. The Alteryx Board concurred with the recommendation of Messrs. Cory, Maudlin and Warmenhoven and determined to establish such a committee of the Alteryx Board (which we refer to as the “Special Committee”). The Alteryx Board delegated to the Special Committee the full power and authority of the Alteryx Board, to the maximum extent permitted by applicable law, to (1) explore, consider, evaluate, review, negotiate, approve, and (if applicable) recommend to the Alteryx Board for approval or rejection any possible strategic transactions outside of the ordinary course of Alteryx’s business, including a potential sale of Alteryx, and to take any actions with respect to such transactions as the Special Committee may deem necessary, appropriate, or advisable; (2) determine whether any such transaction is in the best interests of Alteryx and its stockholders; and (3) if applicable, recommend to the Alteryx Board what action, if any, should be taken by the Alteryx Board with respect to any such transaction. In forming the Special Committee, the Alteryx Board determined that Alteryx would not effectuate any such strategic transaction if it had not first been (1) approved or recommended by the Special Committee; and (2) as appropriate and if the Special Committee so determined, approved by an affirmative majority vote of our stockholders that are disinterested with respect to such transaction. The Alteryx Board retained the power and authority to make any final determination to enter into such a strategic transaction, subject to those conditions. The Special Committee was also authorized by the Alteryx Board to direct and oversee the officers, employees and advisors of Alteryx and to retain, at Alteryx’s expense, additional advisors as the Special Committee deemed necessary, useful or advisable to assist the Special Committee in performing its duties and responsibilities. Upon formation, the Special Committee was composed of Messrs. Warmenhoven, as chair of the Special Committee, Cory, and Maudlin. The Alteryx Board did not provide for the payment of any new or additional compensation to the members of the Special Committee in connection with this delegation of authority.

Later on April 30, 2023, the Special Committee met, with Alteryx management in attendance. After discussing potential candidates to serve as financial advisor to the Special Committee and based on Qatalyst Partners’ familiarity with Alteryx’s business, strategy and industry, the Special Committee (1) determined to invite Qatalyst Partners to the next meeting of the Special Committee to present preliminary market perspectives on potential strategic alternatives, including a potential sale of Alteryx; and (2) instructed Alteryx management to obtain a proposal from Qatalyst Partners as to the terms of an engagement to act as financial advisor to the Special Committee. The Special Committee determined that Wilson Sonsini would serve as outside legal counsel to the Special Committee and Alteryx in connection with its exploration of a potential sale of Alteryx. The

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members of the Special Committee were well acquainted with the qualifications, expertise and experience of both firms.

On May 1, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided market perspectives on Alteryx, including considerations with respect to potential strategic alternatives, including a potential sale of Alteryx, and discussed potential financial sponsors and strategic counterparties with whom Alteryx might consider engaging based on those parties’ likelihood to express, or previously expressed, interest in a potential transaction, track record of transactions, ability to finance and consummate a transaction, and potential strategic rationale for a transaction. Mr. Anderson reviewed his recent discussions with, and introductions to, the financial sponsors described above. The Special Committee discussed with the representatives of Qatalyst Partners a potential phased process to solicit proposals for potential strategic alternatives, including the acquisition of Alteryx, with the first phase focusing on information gathering and initial price discovery. Various risks of such a process were identified, including potential public disclosure leaks, management and employee distraction, and adverse impacts on our business. It was noted that a wider public or private solicitation process was likely to magnify those risks relative to a more narrow, targeted process that focused on the potential counterparties most likely to be interested in, and capable of executing, a potential acquisition of Alteryx. As a result, the Special Committee determined to initiate the first phase of a targeted sales process, with a focus on financial sponsors. In making such determination, the Special Committee noted the historical and expected challenges to Alteryx’s execution of its business plan, the interest expressed by various financial sponsors in learning more about Alteryx, and the possibility that a sale of Alteryx could be, depending on its terms, in the best interests of Alteryx and its stockholders relative to the continued execution of our business plan as an independent company. It was further determined that in order to minimize the risk of public disclosure leaks and management and employee distraction, it was advisable to initially engage only with select financial sponsors with the deepest knowledge of Alteryx and its industry, a high likelihood of being capable of executing a potential acquisition of Alteryx and the ability to consider an acquisition quickly. On that basis, the Special Committee directed Qatalyst Partners and Alteryx management to engage with each of Clearlake, Sponsor A, Sponsor B, Sponsor C and Sponsor D, and provide each of them with publicly available information regarding Alteryx, in an effort to determine in the near term whether any had an interest in a possible acquisition of Alteryx and, if so, to obtain indicative acquisition proposals. Because Sponsor E had not yet substantively responded to the proposed introduction to Mr. Anderson, the Special Committee determined not to include Sponsor E in this phase of the strategic review process. The Special Committee determined that it would continue to regularly evaluate potential strategic alternatives and the sale process, including the possibility of further outreach to additional counterparties at a later time. The Special Committee did not approve any of such potential acquirers (1) working together on a joint acquisition of Alteryx at this time; or (2) contacting third-party debt or equity financing sources. The Special Committee instructed Qatalyst Partners to indicate to any potential counterparties, if asked about potential “rollovers” by any of our stockholders, that there would be an opportunity to discuss rollovers at a later time, if appropriate and approved by the Special Committee. The Special Committee directed Alteryx management to prepare a draft long-term operating and financial plan for Alteryx as an independent company for review by the Alteryx Board and the Special Committee. In executive session, without representatives of Qatalyst Partners in attendance, the Special Committee discussed Qatalyst Partners’ independence and qualifications to serve as financial advisor to the Special Committee, including Qatalyst Partners’ extensive expertise, international reputation, experience advising software companies in connection with potential strategic transactions, and its knowledge of Alteryx and the industry in which Alteryx operates. At subsequent meetings, the Special Committee maintained a regular practice of meeting in executive session, without representatives of Qatalyst and/or Alteryx management present, as appropriate. Following discussion, the Special Committee determined to retain Qatalyst Partners as financial advisor to the Special Committee, subject to negotiating the terms of an engagement letter. Subsequently, and consistent with the direction of the Special Committee, Qatalyst Partners separately contacted representatives of each of Clearlake, Sponsor A, Sponsor B, Sponsor C and Sponsor D to arrange meetings with Alteryx management. Sponsor B did not have any additional meetings with Alteryx or enter into a confidentiality agreement at this time because representatives of Sponsor B

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had met with Mr. Anderson on April 14, 2023 and Sponsor B did not require additional meetings with Alteryx management to develop its views on a potential acquisition of Alteryx.

Initial Phase of Strategic Review Process: Price Discovery

On May 2, 2023, Mr. Anderson met separately with representatives of each of Clearlake and Sponsor D to discuss Alteryx’s business on the basis of publicly available information. Representatives of Qatalyst Partners attended both meetings.

On May 5, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the status of the meetings with potential acquirers. The representatives of Qatalyst Partners then discussed a potential timeline to receive and review initial valuation perspectives from the initial group of possible acquirers, and Alteryx management provided an update on the preparation of the draft long-term operating and financial plan for Alteryx. In executive session, without representatives of Qatalyst Partners in attendance, the Special Committee discussed the proposed terms of Qatalyst Partners’ engagement and directed Mr. Cory to work with Wilson Sonsini and Alteryx management to continue negotiating such terms.

On May 8, 2023, representatives of Sponsor E, in response to Qatalyst Partners’ prior outreach, expressed an interest to Qatalyst Partners in learning more about Alteryx’s business, including by meeting with Mr. Anderson. Shortly thereafter, the members of the Special Committee were informed of Sponsor E’s request, and the members of the Special Committee concurred in authorizing Alteryx management and representatives of Qatalyst Partners to meet with Sponsor E to permit Sponsor E to develop its views on a potential acquisition of Alteryx in light of Sponsor E’s expressed interest.

On May 9, 2023, Alteryx entered into a confidentiality agreement with Clearlake, which contained customary “standstill” provisions restricting Clearlake from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Clearlake from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Clearlake from requesting that Alteryx release Clearlake from its “standstill” restrictions.

On May 10, 2023, representatives of a financial sponsor (which we refer to as “Sponsor F”) contacted representatives of Qatalyst Partners on an unsolicited basis to express Sponsor F’s interest in learning more about Alteryx’s business. The representatives of Sponsor F stated that they were aware of market rumors that Qatalyst Partners was working with Alteryx on a potential sale. Shortly thereafter, the members of the Special Committee were informed of Sponsor F’s inquiry, and the members of the Special Committee concurred in authorizing Alteryx management and representatives of Qatalyst Partners to meet with Sponsor F to permit it to develop its views on a potential acquisition of Alteryx. In making such authorization, the members of the Special Committee noted Sponsor F’s interest in, and ability to execute, a potential acquisition of Alteryx.

Also on May 10, 2023, representatives of a financial sponsor (which we refer to as “Sponsor G”) contacted Mr. Anderson on an unsolicited basis to express Sponsor G’s interest in learning more about Alteryx’s business. Mr. Anderson referred the representatives of Sponsor G to Qatalyst Partners. Shortly thereafter, the members of the Special Committee were informed of Sponsor G’s inquiry. The members of the Special Committee, taking into consideration their discussions with Qatalyst Partners, determined not to engage with Sponsor G at that time based on the perceived low likelihood that Sponsor G could execute a transaction due to not having previous experience leading an acquisition of a public software company and the size of its current investment fund.

On May 11, 2023, Alteryx entered into a confidentiality agreement with Sponsor A, which contained customary “standstill” provisions restricting Sponsor A from making public proposals with respect to the acquisition of

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Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor A from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor A from requesting that Alteryx release Sponsor A from its “standstill” restrictions.

Also on May 11, 2023, representatives of Sponsor D verbally informed Qatalyst Partners that Sponsor D had preliminary interest, based on publicly available information and subject to continued due diligence, in acquiring Alteryx at a valuation between $55.00 and $60.00 in cash per share of our common stock.

On May 12, 2023, Mr. Anderson met with representatives of Sponsor A and representatives of Qatalyst Partners to discuss Alteryx’s business on the basis of publicly available information.

On May 17, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the status of discussions with Clearlake, Sponsor A, Sponsor B, Sponsor C, Sponsor D, Sponsor E and Sponsor F, including the preliminary interest expressed by Sponsor D in acquiring Alteryx at a valuation between $55.00 to $60.00 in cash per share. The Special Committee reviewed Sponsor G’s inquiry, including that Sponsor G likely would not have the capability to execute a potential acquisition of Alteryx on its own, but could potentially partner with, and serve as a source of capital to, another acquirer. Alteryx management discussed trends and expectations for Alteryx’s operational and financial results for the second quarter of 2023 and presented a draft long-term operating and financial plan for Alteryx for the second half of 2023 through 2026. The Special Committee discussed such draft plan, including the underlying growth and operating expense assumptions and requested that Alteryx management prepare additional sensitivity analyses to the assumptions for further review by the Alteryx Board and the Special Committee. In executive session, without Alteryx management in attendance, the Special Committee discussed the risks and challenges to achieving the operating and financial results implied by such draft plan, including the complexity and expense of incorporating a cloud-based business model into Alteryx’s operations and the uncertainty of forecasting future and recurring revenues. Also in executive session, without representatives of Qatalyst Partners in attendance, Mr. Cory and representatives of Wilson Sonsini provided an update on the negotiation of the terms of Qatalyst Partners’ engagement.

Also on May 17, 2023, Alteryx entered into a confidentiality agreement with Sponsor C, which contained customary “standstill” provisions restricting Sponsor C from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor C from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor C from requesting that Alteryx release Sponsor C from its “standstill” restrictions.

Later on May 17, 2023, Mr. Anderson met with representatives of Sponsor C and representatives of Qatalyst Partners to discuss Alteryx’s business on the basis of publicly available information.

On May 18, 2023, a representative of Sponsor G contacted a representative of Qatalyst Partners to discuss Sponsor G’s continued interest in Alteryx. Shortly thereafter, the members of the Special Committee were informed of Sponsor G’s outreach, and the members of the Special Committee concurred in authorizing Alteryx management and representatives of Qatalyst Partners to meet with Sponsor G to permit it to develop its views on a potential acquisition of Alteryx. In making such authorization, the members of the Special Committee noted Sponsor G’s continued interest in Alteryx and the possibility that Sponsor G could potentially partner with another potential acquirer to execute an acquisition of Alteryx.

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Later on May 18, 2023, Mr. Anderson met with representatives of Sponsor E and representatives of Qatalyst Partners to discuss Alteryx’s business on the basis of publicly available information.

On May 19, 2023, Mr. Anderson met with representatives of Sponsor F and representatives of Qatalyst Partners to discuss Alteryx’s business on the basis of publicly available information.

On May 20, 2023, Sponsor A delivered to Alteryx a written, non-binding preliminary proposal, based on publicly available information and subject to continued due diligence, to acquire Alteryx at a valuation of between $57.50 and $60.00 in cash per share of our common stock.

On May 21, 2023, Alteryx entered into a confidentiality agreement with Sponsor E, which contained customary “standstill” provisions restricting Sponsor E from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor E from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor E from requesting that Alteryx release Sponsor E from its “standstill” restrictions.

On May 22, 2023, Alteryx entered into a confidentiality agreement with Sponsor D, which contained customary “standstill” provisions restricting Sponsor D from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor D from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor D from requesting that Alteryx release Sponsor D from its “standstill” restrictions.

Also on May 22, 2023, a representative of Clearlake verbally informed representatives of Qatalyst Partners of Clearlake’s preliminary interest, based on publicly available information and subject to continued due diligence, in an acquisition of Alteryx at a valuation range between the “mid-$60s” and the “low-$70s” in cash per share of our common stock.

Also on May 22, 2023, representatives of Sponsor E informed representatives of Qatalyst Partners that Sponsor E was no longer considering a potential acquisition of Alteryx because Sponsor E did not believe that it could pay a compelling premium to where our Class A common stock was then trading, given Sponsor E’s perception of the risks related to Alteryx’s efforts to develop a cloud-based business model and the potential impact that generative artificial intelligence could have on our business.

On May 23, 2023, Alteryx entered into a confidentiality agreement with Sponsor F, which contained customary “standstill” provisions restricting Sponsor F from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor F from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor F from requesting that Alteryx release Sponsor F from its “standstill” restrictions.

Also on May 23, 2023, representatives of Sponsor F informed representatives of Qatalyst Partners of Sponsor F’s preliminary interest, based on publicly available information and subject to continued due diligence, in an acquisition of Alteryx at a valuation in the “$60s” in cash per share of our common stock.

On May 24, 2023, Alteryx entered into a confidentiality agreement with Sponsor G, which contained customary “standstill” provisions restricting Sponsor G from making public proposals with respect to the acquisition of

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Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor G from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor G from requesting that Alteryx release Sponsor G from its “standstill” restrictions.

On May 25, 2023, representatives of Sponsor B informed representatives of Qatalyst Partners that Sponsor B was no longer considering a potential acquisition of Alteryx given Sponsor B’s perceived risks that generative artificial intelligence could have on our business. There was no further contact or sharing of information with Sponsor B until representatives of Sponsor B re-engaged on August 11, 2023, as discussed below.

Also on May 25, 2023, representatives of Sponsor C informed representatives of Qatalyst Partners that Sponsor C had determined not to submit a preliminary proposal for the acquisition of Alteryx at such time, but could potentially be interested in partnering with Strategic 1 (as defined below) on an acquisition of Alteryx. The representatives of Sponsor C also proposed that a meeting be held between the chief executive officers of each of Alteryx and Strategic 1.

Also on May 25, 2023, the Alteryx Board met, with Alteryx management and representatives of Wilson Sonsini in attendance. Alteryx management presented a draft long-term operating and financial plan for Alteryx for the second half of 2023 through 2026, including the underlying growth and operating expense assumptions and related sensitivities, reflecting the feedback provided by the Special Committee at its prior meeting. Alteryx management discussed trends and expectations for Alteryx’s second quarter of 2023 operational and financial results. The Alteryx Board discussed such draft plan and underlying assumptions, including the achievability of the operating and financial results implied therein. In general terms, Mr. Warmenhoven provided an update on the status of the Special Committee’s phased approach to exploring potential strategic alternatives, including the status of discussions with financial sponsors with respect to a potential sale of Alteryx.

On May 26, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the status of discussions with potential acquirers, including (1) the proposals and indicative valuation ranges provided by potential acquirers and related requests for additional due diligence information concerning Alteryx, as described above; (2) Sponsor C’s request to partner with Strategic 1 in connection with a potential acquisition of Alteryx; and (3) the decisions by Sponsor B and Sponsor E to cease their respective consideration of an acquisition of Alteryx and the reasons provided for those decisions. The representatives of Qatalyst Partners reviewed the perspectives offered by certain potential acquirers, including as to (1) the significant risks and challenges associated with incorporating a cloud-based business model into Alteryx’s operations, particularly given that the addition of cloud-based products had recently commenced; (2) concerns regarding Alteryx’s declining growth trajectory and need to significantly improve operating margins (which margins were expected to continue to be negatively impacted by our efforts and investments to develop a cloud-based business model); and (3) the risks to, and potential impact on, our business related to generative artificial intelligence. The representatives of Qatalyst Partners noted that, at this stage, none of the potential acquirers had raised to Qatalyst Partners that they were interested in initiating discussions with any Alteryx stockholders regarding any potential “rollover” of equity interests in connection with a sale transaction. The Special Committee discussed (1) whether to continue the process of exploring strategic alternatives, including a potential sale of Alteryx; and (2) Alteryx continuing as an independent company, including the opportunities, risks and challenges to achieving the financial and operating results contemplated by the draft long-term operating and financial plan previously presented to the Alteryx Board. In light of the results of the initial phase of the strategic review process, and the Special Committee’s continued perception that a sale of Alteryx could, depending on its terms, be in the best interests of Alteryx and its stockholders relative to the continued execution of Alteryx’s business plan as an independent company, the Special Committee believed that it was appropriate to continue and advance the strategic review process. As such, the Special Committee directed Alteryx management and Qatalyst Partners to

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continue working with the remaining interested potential acquirers, including by providing them access to non-public due diligence information, but not to allow the remaining interested potential acquirers to contact third-party debt or equity financing sources at such time, with the objective of seeking improved and more specific acquisition proposals from those acquirers by early July 2023, following the closing of Alteryx’s second quarter of 2023. The Special Committee also discussed the possibility of expanding the outreach process to solicit interest from additional counterparties, including potential strategic counterparties, as well as the risks to Alteryx of a wider private or public solicitation process. Based on these considerations, the Special Committee determined not to contact additional potential counterparties at that time or to permit Sponsor C to partner with another party (including Strategic 1) in connection with a potential acquisition of Alteryx. In executive session, without representatives of Qatalyst Partners in attendance, Mr. Cory and representatives of Wilson Sonsini provided an update on the negotiation of the terms of Qatalyst Partners’ engagement. To ensure that the Special Committee had input from diverse perspectives, the Special Committee then directed Alteryx management to obtain additional market perspectives on the current and prospective trading performance of our Class A common stock from multiple independent financial advisors who were not aware of the ongoing exploration of strategic alternatives. In executive session, without Alteryx management in attendance, the Special Committee continued to discuss Alteryx’s prospects as an independent company, including various organizational and management compensation changes that might be appropriate in that context to position Alteryx to successfully execute its business plan.

Second Phase of Strategic Review: Price and Structure Refinement

Following the Special Committee meeting of May 26, 2023, as directed by the Special Committee, Alteryx management contacted representatives of two independent financial advisors to obtain their perspectives on the current and prospective trading performance of our Class A common stock. Both financial advisors were well known to Alteryx management given their qualifications, extensive expertise, international reputation and experience advising software companies in connection with potential strategic transactions. As instructed, Alteryx management did not disclose to these financial advisors the ongoing work of the Special Committee or the Alteryx Board related to a potential sale of Alteryx or any other strategic transaction.

On May 30, 2023, Mr. Anderson met with representatives of Sponsor G and representatives of Qatalyst Partners to discuss Alteryx’s business on the basis of publicly available information.

On May 31, 2023, the Special Committee met, with Alteryx management in attendance. The Special Committee discussed the due diligence information to be provided to the remaining interested potential acquirers. The Special Committee again discussed the possibility of expanding the outreach process to solicit interest from additional counterparties, including potential strategic counterparties, and confirmed its prior determination not to contact additional parties at that time.

On June 2, 2023, representatives of Sponsor G met with representatives of Qatalyst Partners. During the meeting, the representatives of Sponsor G verbally expressed Sponsor G’s preliminary interest, based on publicly available information and subject to continued due diligence, in acquiring Alteryx at a valuation in the “$50s” in cash per share of our common stock, but noted that Sponsor G would require an equity partner that was willing to lead the transaction. The representatives of Sponsor G stated that, with an experienced partner, Sponsor G might be able to offer a price per share in the “high $50s” or “low $60s,” but could not commit to a definitive price at that time.

On June 6, 2023, following the conclusion of the negotiation of the terms of Qatalyst Partners’ engagement, the form of engagement letter with Qatalyst Partners was provided to the members of the Special Committee for review and approval. Qatalyst Partners also provided the Special Committee with customary relationship disclosures, which included disclosures related to Qatalyst Partners’ relationships with Alteryx and the potential acquirers then currently engaged in discussions with Alteryx. The Special Committee did not identify any potential or actual conflicts that would affect the ability of Qatalyst Partners to fulfill its responsibilities.

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On June 7, 2023, the engagement letter with Qatalyst Partners was executed.

On June 8, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the due diligence review of the remaining interested potential acquirers. The representatives of Qatalyst Partners then reviewed an indicative timeline for a potential sale of Alteryx. The Special Committee concurred with the recommendation of Qatalyst Partners that revised acquisition proposals should be requested to be received by mid-July 2023 following the closing of Alteryx’s second quarter of 2023. In executive session, without representatives of Qatalyst Partners in attendance, Alteryx management presented the feedback received from the two independent financial advisors regarding current and prospective trading performance of our Class A common stock, including their respective views that Alteryx’s share price would only improve meaningfully above current trading levels if Alteryx demonstrated (1) multiple quarters or years of executing on its business plan and meeting or out-performing guidance and Wall Street expectations; and (2) progress toward incorporating a cloud-based business model into its operations. It was the consensus of the Special Committee that these additional perspectives provided helpful context for its evaluation of potential strategic alternatives. Alteryx management discussed trends and expectations for Alteryx’s second quarter of 2023 operational and financial results, including relative to Alteryx’s public guidance. In executive session, without Alteryx management in attendance, the Special Committee continued to discuss Alteryx’s prospects as an independent company, including various organizational and management compensation changes that might be appropriate in that context to position Alteryx to successfully execute its business plan.

Beginning on June 10, 2023, Clearlake, Sponsor A, Sponsor D, Sponsor F and Sponsor G and their respective authorized representatives were granted access to a virtual data room containing non-public operational and financial information regarding Alteryx’s business. From time to time thereafter, Alteryx management met with representatives of each of these potential acquirers and other potential acquirers described below, with the awareness and authorization of the Special Committee, to provide operational and financial due diligence information regarding Alteryx’s business.

On June 14, 2023, representatives of Clearlake contacted representatives of Qatalyst Partners to express an interest in partnering with Sponsor F on a potential joint acquisition of Alteryx.

Also on June 14, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Alteryx management reviewed then-current results and expectations for Alteryx’s second quarter of 2023 operational and financial results, including a slowdown in new bookings relative to the management’s expectations. The representatives of Qatalyst Partners provided an update on the due diligence review of the remaining interested potential acquirers. The Special Committee discussed the preparation of an updated draft long-term operating and financial plan. The Special Committee directed Alteryx management to prepare such a plan for review by the Special Committee and the Alteryx Board that reflected (1) Alteryx management’s then-current best estimates of the future operational and financial performance of Alteryx in light of the sensitivities reviewed with the Alteryx Board; (2) the feedback previously provided by members of the Special Committee and the Alteryx Board; and (3) updated trends and expectations for Alteryx’s operational and financial performance for full year 2023. The representatives of Qatalyst Partners described the request from Clearlake to partner with Sponsor F in connection with a potential joint acquisition of Alteryx. The Special Committee authorized Qatalyst Partners to discuss the potential partnership with Sponsor F; if Sponsor F expressed an interest in partnering with Clearlake, then the Special Committee authorized Clearlake and Sponsor F to work together in connection with a potential joint acquisition. The Special Committee authorized this potential partnership based on its view that (1) Clearlake would be better positioned to consummate an acquisition of Alteryx if it could work closely with another source of equity financing; and (2) the indicative proposals provided by each of Clearlake and Sponsor F were sufficiently close that a partnership would not likely impact the value of each party’s proposal or the competitive dynamic of the sale process. The representatives of Wilson Sonsini reviewed with the members of the Special Committee their fiduciary duties under Delaware law. In executive session, without Alteryx management or representatives of Qatalyst Partners in attendance, the

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Special Committee discussed the appropriate time to discuss with Mr. Stoecker his interest, in his capacity as a significant stockholder of Alteryx, in a sale of Alteryx, including whether he had any potential interest in a “rollover” of his equity interests in connection with such a transaction. The Special Committee determined not to raise this matter with Mr. Stoecker until receipt of an acquisition proposal that the Special Committee believed was actionable.

On June 15, 2023 representatives of Qatalyst Partners spoke to representatives of Sponsor F regarding Sponsor F’s potential interest in a joint acquisition of Alteryx. In this discussion, Sponsor F did not express interest in working with a partner in connection with a potential joint acquisition. Qatalyst Partners then relayed to representatives of Clearlake that Alteryx was not permitting parties to partner at this time, but that such decision could be revisited at a later time.

On June 27, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Alteryx management reviewed then-current results and expectations for Alteryx’s second quarter of 2023 operational and financial results. The representatives of Qatalyst Partners provided an update on the due diligence review of the remaining interested potential acquirers, including the relative level of engagement being expressed by each potential acquirer. The representatives of Qatalyst Partners then reviewed an indicative timeline for a potential sale of Alteryx. Following discussion, the Special Committee concurred that Qatalyst Partners should distribute a bid process letter to the interested potential acquirers reflecting a bid date of July 20, 2023. Mr. Warmenhoven noted that Mr. Stoecker had previously indicated, following the meeting of the Alteryx Board on April 2023, that he could be interested in exploring a potential “rollover” of his equity interests in connection with a sale of Alteryx, depending on the terms of the transaction. The Special Committee determined to defer any further discussions with Mr. Stoecker regarding his preliminary interest in a sale of Alteryx, including in a potential “rollover,” until receipt of an acquisition proposal that the Special Committee believed was actionable. The Special Committee then discussed the possibility of expanding the outreach process to solicit interest from additional potential counterparties, including potential strategic counterparties, and confirmed its determination not to contact additional parties at that time based on the considerations previously discussed by the Special Committee.

On June 28, 2023, consistent with the direction of the Special Committee, Qatalyst Partners distributed a bid process letter to each of the potential acquirers that were still actively considering an acquisition of Alteryx: Clearlake, Sponsor A, Sponsor D, Sponsor F and Sponsor G. The bid process letter requested that non-binding, indicative acquisition proposals be submitted in writing no later than July 20, 2023.

On July 2, 2023, representatives of a financial sponsor (which we refer to as “Sponsor H”) contacted representatives of Qatalyst Partners, on an unsolicited basis, to express Sponsor H’s interest in learning more about Alteryx’s business. The representatives of Sponsor H stated that they were aware of market rumors that Qatalyst Partners was working with Alteryx on a potential sale. The members of the Special Committee were subsequently informed of Sponsor H’s inquiry.

On July 5, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the due diligence review of the remaining interested potential acquirers, including the relative level of engagement being expressed by each potential acquirer, as well as expectations with respect to acquisition proposals that would be submitted by the requested bid date of July 20, 2023. Alteryx management reviewed Alteryx’s preliminary operational and financial results for the second quarter of 2023, including that Alteryx’s (1) annualized recurring revenue was expected to be below Alteryx’s publicly disclosed guidance; and (2) customer pipeline conversion at the conclusion of the second quarter of 2023 had been less robust than expected. Alteryx management reviewed the impact of Alteryx’s second quarter results on their expectations for Alteryx’s performance for the remainder of 2023 and over the longer term, noting that, in light of recent operating results and trends, Alteryx’s management believed that (1) full year 2023 annualized recurring revenue public guidance would need to be lowered significantly; and (2) expectations for Alteryx’s future performance

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would need to be significantly revised. The Special Committee directed Alteryx management to present an updated draft long-term operating and financial plan for Alteryx at the meeting of the Alteryx Board scheduled for the next day.

On July 6, 2023, the Alteryx Board met, with Alteryx management and representatives of Wilson Sonsini in attendance. Mr. Warmenhoven provided an update on the current phase of the Special Committee’s exploration of potential strategic alternatives, including the request that potential acquirers submit acquisition proposals by July 20, 2023. Alteryx management reviewed Alteryx’s preliminary operational and financial results for the second quarter of 2023, including the challenges in customer pipeline conversion at the conclusion of the second quarter of 2023. As directed by the Special Committee, Alteryx management then presented an updated draft of Alteryx’s long-term operating and financial plan for the second half of 2023 through 2026, including updated assumptions and estimates for Alteryx’s future operational financial performance based on Alteryx’s results for the second quarter of 2023 and trends in Alteryx’s business and industry. The Alteryx Board provided feedback on the updated draft long-term operating and financial plan, including with respect to assumptions regarding Alteryx’s operations and additional expense reductions that could be implemented. The Alteryx Board requested that Alteryx management prepare a revised draft long-term operating and financial plan for further discussion.

Later on July 6, 2023, the Special Committee met, with Alteryx management and representatives of Wilson Sonsini in attendance. It was the consensus of the Special Committee that Alteryx management should continue with its preparation of an updated draft long-term operating and financial plan for Alteryx, taking into consideration the feedback and direction provided by the Alteryx Board at its meeting held earlier in the day.

On July 11, 2023, the Alteryx Board met, with Alteryx management and representatives of Wilson Sonsini in attendance. As directed by the Alteryx Board and the Special Committee, Alteryx management presented an updated draft long-term operating and financial plan for Alteryx for the second half of 2023 through 2026. Following discussion, the Alteryx Board (1) adopted the portion of the Alteryx long-term plan covering the second half of 2023; and (2) instructed the Special Committee to continue to work with Alteryx management to finalize the portions of the Alteryx long-term plan for 2024 and beyond, including for purposes of the Special Committee’s ongoing exploration of potential strategic alternatives. We refer to this long-term operating and financial plan for Alteryx, as adopted in part by the Alteryx Board at this meeting and subsequently adopted in part by the Special Committee as described below, as the “Alteryx long-term plan”. Additional information about the preparation and substance of the Alteryx long-term plan is contained in the section of this proxy statement captioned “—Financial Projections.”

Later on July 11, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners reviewed an indicative timeline for a potential sale of Alteryx. Following discussion, the Special Committee determined to delay the deadline for receiving revised acquisition proposals from July 20, 2023 until August 10, 2023 (which date would be after Alteryx’s anticipated second quarter earnings announcement on August 7, 2023), based on the Special Committee’s view that potential acquirers would not submit acquisition proposals before understanding the public reaction to the announcement of Alteryx’s results for the second quarter of 2023 (which results were expected to include a significant reduction in full year 2023 public guidance for annualized recurring revenue, implying annual growth for 2023 of 12 percent, compared to the 22 percent annual growth expected at the beginning of 2023). The Special Committee discussed (1) whether to continue the exploration of potential strategic alternatives; and (2) Alteryx continuing as an independent company, including the opportunities, risks and challenges to achieving the results implied by the Alteryx long-term plan. The Special Committee determined to continue the exploration of strategic alternatives, including the potential sale of Alteryx, based on its continued perception that a sale of Alteryx could be, depending on its terms, in the best interests of Alteryx and its stockholders relative to the continued execution of our business plan as an independent company. Accordingly, the Special Committee instructed Alteryx management to continue providing due diligence information to the remaining interested potential acquirers in advance of the revised bid date. The Special Committee then discussed the portions of the Alteryx long-term plan for 2024 and beyond, and the related

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assumptions, and adopted the portions of the Alteryx long-term plan for 2024 and beyond. Further, the Special Committee approved Qatalyst Partners providing the Alteryx long-term plan to appropriate potential acquirers. The Special Committee discussed the possibility of expanding the outreach process to solicit interest from additional potential counterparties, including potential strategic counterparties. The Special Committee determined to further review, with representatives of Qatalyst Partners, potential strategic counterparties with whom Alteryx might consider engaging based on those parties’ ability to finance and consummate a transaction and such parties’ potential strategic rationale for a transaction. Following the meeting, Qatalyst Partners separately contacted each of Clearlake, Sponsor A, Sponsor D, Sponsor F and Sponsor G (which were the potential acquirers that had initially received a bid process letter) to inform them of the revised bid date of August 10, 2023.

On July 13, 2023, Mr. Anderson met with a representative of a potential strategic counterparty (which we refer to as “Strategic 1”) to discuss routine commercial matters unrelated to Alteryx’s exploration of potential strategic alternatives. During the meeting, the representative of Strategic 1 expressed, on an unsolicited basis, Strategic 1’s preliminary interest in an acquisition of Alteryx. Mr. Anderson referred the representative of Strategic 1 to Qatalyst Partners. Shortly thereafter, the members of the Special Committee were informed of Strategic 1’s interest, as well as Qatalyst Partners’ views with respect to potential strategic acquirers with whom Alteryx might consider engaging based on each such party’s ability to finance and consummate a transaction and each such party’s potential strategic rationale for a transaction with Alteryx. Based on these factors, the members of the Special Committee concurred in authorizing Qatalyst Partners to contact Strategic 1 and five other potential strategic acquirers (which we refer to as “Strategic 2,” “Strategic 3,” “Strategic 4,” “Strategic 5” and “Strategic 6,” respectively) regarding their interest in a potential strategic transaction, including a potential acquisition of Alteryx. The members of the Special Committee also concurred, in response to Sponsor H’s outreach to Qatalyst Partners on July 2, 2023, to authorize Alteryx management and representatives of Qatalyst Partners to meet with Sponsor H to permit Sponsor H to further develop its views on a potential acquisition of Alteryx. In making such authorization, the members of the Special Committee noted Sponsor H’s expressed interest in Alteryx and the possibility that Sponsor H could be partnered with another potential acquirer to execute an acquisition of Alteryx.

On July 16, 2023, consistent with the direction of the Special Committee, Qatalyst Partners separately contacted representatives of Strategic 1, Strategic 2, Strategic 3, Strategic 4, Strategic 5 and Strategic 6 to gauge their interest in a strategic transaction involving Alteryx.

On July 17, 2023, representatives of each of Strategic 2, Strategic 3 and Strategic 4 separately informed representatives of Qatalyst Partners that Strategic 2, Strategic 3 and Strategic 4, respectively, were not interested in pursuing a strategic transaction involving Alteryx. Each of Strategic 2, Strategic 3 and Strategic 4 did not engage further with the representatives of Alteryx or Qatalyst Partners regarding a strategic transaction after this communication regarding a strategic transaction.

On July 18, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the due diligence review of remaining interested potential acquirers. The representatives of Qatalyst Partners provided an update on the status of the outreach to the strategic acquirers as directed by the Special Committee. The Special Committee discussed the possibility of expanding the outreach process to solicit interest from additional potential strategic acquirers. The Special Committee, taking into consideration its discussions with Qatalyst Partners, determined not to contact additional strategic acquirers at such time in light of the Special Committee’s view that any additional potential counterparties would likely not have a meaningful interest in a strategic transaction involving Alteryx, as well as the potential impact to Alteryx and its business in the event of public disclosure leaks that Alteryx was exploring strategic alternatives. The Special Committee also further discussed the Alteryx long-term plan and the risks and challenges to achieving the operational and financial results contemplated by that plan.

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On July 18, 2023, consistent with the direction of the Special Committee, prospective financial information for the second half of 2023 through 2026 included in the Alteryx long-term plan was provided to Clearlake, Sponsor A, Sponsor D, Sponsor F and Sponsor G, and subsequently to other potential acquirers that entered into a confidentiality agreement with Alteryx, as described below.

On July 19, 2023, representatives of Strategic 5 informed representatives of Qatalyst Partners that Strategic 5 was not interested in pursuing a strategic transaction involving Alteryx. Strategic 5 did not engage further with the representatives of Alteryx or Qatalyst Partners regarding a strategic transaction after this communication regarding a strategic transaction.

Also on July 19, 2023, Qatalyst Partners sent revised bid process letters to Clearlake, Sponsor A, Sponsor D, Sponsor F, Sponsor G and Sponsor H that included a revised bid date of August 10, 2023, as previously communicated to such parties by Qatalyst Partners.

On July 21, 2023, Alteryx entered into a confidentiality agreement with Sponsor H, which contained customary “standstill” provisions restricting Sponsor H from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor H from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor H from requesting that Alteryx release Sponsor H from its “standstill” restrictions. Representatives of Sponsor H were subsequently granted access to a virtual data room containing financial and operational information regarding Alteryx’s business to support Sponsor H’s due diligence review of Alteryx.

Also on July 21, 2023, representatives of each of Strategic 1 and Strategic 6 separately informed representatives of Qatalyst Partners that Strategic 1 and Strategic 6, respectively, were not interested in pursuing a strategic transaction involving Alteryx. Each of Strategic 1 and Strategic 6 did not engage further with the representatives of Alteryx or Qatalyst Partners regarding a strategic transaction after this communication regarding a strategic transaction.

On July 24, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the due diligence review by the remaining interested potential acquirers and the responses from the potential strategic counterparties. The Special Committee then discussed with Wilson Sonsini the proposed terms of a merger agreement that would be used in connection with a potential sale of Alteryx.

On July 27, 2023, Mr. Anderson met with representatives of Sponsor H and representatives of Qatalyst Partners to discuss Alteryx’s business.

On July 28, 2023, the Alteryx Board met, with Alteryx management and representatives of Wilson Sonsini in attendance. Mr. Warmenhoven provided an update on the status of the Special Committee’s exploration of potential strategic alternatives, including the status of discussions with potential counterparties with respect to a potential sale of Alteryx.

Also on July 28, 2023, the Special Committee met, with Alteryx management and representatives of Wilson Sonsini in attendance. The Special Committee discussed the Alteryx long-term plan, as well as Alteryx’s prospects, opportunities and challenges beyond 2026. To better understand Alteryx’s prospects beyond 2026, the Special Committee instructed Alteryx management to prepare an illustrative extrapolation of the Alteryx long-term plan for 2027 through 2033 for further review and consideration by the Special Committee.

On August 2, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the

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status of discussions with the remaining interested potential acquirers of Alteryx. Alteryx management reviewed an illustrative extrapolation of the Alteryx long-term plan for 2027 through 2033, and the Special Committee provided feedback on the plan extrapolations. The Special Committee discussed with Wilson Sonsini the proposed terms of a merger agreement that would be used in connection with a potential sale of Alteryx, and requested that Mr. Cory work with Wilson Sonsini to develop a draft of such merger agreement.

On August 3, 2023, Alteryx management shared with the members of the Special Committee an updated illustrative extrapolation of the Alteryx long-term plan for 2027 through 2033 that reflected the feedback provided by the Special Committee (which we refer to as the “plan extrapolations”). The members of the Special Committee approved sharing the Alteryx-long term plan and the plan extrapolations with Qatalyst Partners for purposes of performing its financial analyses in connection with rendering its opinion to the Alteryx Board. Additional information about the preparation and substance of the plan extrapolations is contained in the section of this proxy statement captioned “—Financial Projections.”

After the close of trading on August 7, 2023, Alteryx held its earnings call to report second quarter financial results for 2023 and to provide financial guidance for the third quarter and full year of 2023. Our annualized recurring revenue for the second quarter finished $13 million below Wall Street consensus estimates, and the mid-point of annualized recurring revenue guidance for the third quarter of 2023 was $32 million below the mid-point of Wall Street consensus estimates. Our full year guidance for annualized recurring revenue was reduced by $85 million, which implied a full year 2023 annualized recurring revenue growth of 12 percent, as compared to the 22 percent expected at the beginning of 2023. Our Class A common stock closed trading at a price of $30.87 per share on August 8, 2023, the first full trading day following the earnings call.

On August 10, 2023, representatives of Sponsor A informed representatives of Qatalyst Partners that Sponsor A did not believe that it would be in a position to submit a proposal at a price that the Special Committee would be prepared to consider due to Sponsor A’s perception of the (1) challenges in Alteryx’s business, including the deceleration in Alteryx’s growth trajectory; (2) risks related to our recent introduction of a cloud-business model; and (3) inherent uncertainty of forecasting new bookings. In response, representatives of Qatalyst Partners nonetheless encouraged Sponsor A to submit an acquisition proposal.

Also on August 10, 2023, representatives of Clearlake verbally informed representatives of Qatalyst Partners that Clearlake did not believe that it was in a position to submit an acquisition proposal at the valuation levels previously indicated by Clearlake and it was unlikely Clearlake would be in a position to submit an acquisition proposal at a valuation of $50.00 in cash per share of our common stock or higher, due to concerns regarding the deceleration in Alteryx’s growth trajectory and the perceived risks related to improving Alteryx’s profitability profile. Clearlake did not submit a written acquisition proposal at that time or engage further with the representatives of Alteryx or Qatalyst Partners until September 14, 2023.

Also on August 10, 2023, representatives of Sponsor D informed representatives of Qatalyst Partners that Sponsor D would not submit an acquisition proposal and was no longer considering a potential acquisition of Alteryx. Sponsor D noted its concerns surrounding (1) the deterioration in Alteryx’s business momentum; and (2) uncertainty around Alteryx management’s ability to execute its long-term operating and financial plan. Sponsor D did not engage further with the representatives of Alteryx or Qatalyst Partners after this communication regarding a strategic transaction.

Also on August 10, 2023, representatives of Sponsor G informed representatives of Qatalyst Partners that Sponsor G would not be submitting an acquisition proposal at such time but would be interested in partnering with one or more other acquirers in connection with a potential joint acquisition of Alteryx at a valuation in the “$50s” in cash per share of our common stock. Sponsor G specified that it would not be able to lead such a transaction and that an acceptable lead partner would need to be an experienced software investor.

Also on August 10, 2023, representatives of Sponsor H informed representatives of Qatalyst Partners that Sponsor H would not be submitting an acquisition proposal at such time but would be interested in partnering

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with one or more other potential acquirers in connection with a potential joint acquisition of Alteryx at a valuation in the “high $40s” or “low $50s” in cash per share of our common stock. Sponsor H specified that it would not be able to lead a transaction and that an acceptable lead partner would need to be an experienced software investor. Sponsor H did not engage further with the representatives of Alteryx or Qatalyst Partners after this communication regarding a strategic transaction.

On August 11, 2023, representatives of Sponsor B met with representatives of Qatalyst Partners. During the meeting, the representatives of Sponsor B indicated that Sponsor B would be interested in re-engaging in discussions regarding a potential acquisition of Alteryx at a valuation “below $60.00” in cash per share of our common stock. The representatives of Qatalyst Partners informed Sponsor B that they would need to provide a more precise perspective on valuation before receiving additional access to Alteryx management or any non-public due diligence information.

Also on August 11, 2023, representatives of Sponsor F informed representatives of Qatalyst Partners that Sponsor F would not submit an acquisition proposal and was no longer considering a potential acquisition of Alteryx. Sponsor F noted its concerns regarding the (1) deterioration in Alteryx’s business momentum; (2) perceived risks related to our recent introduction of a cloud-business model; and (3) uncertainty around Alteryx management’s ability to execute to its long-term operating and financial plan. Sponsor F did not engage further with the representatives of Alteryx or Qatalyst Partners after this communication regarding a strategic transaction.

On August 12, 2023, Sponsor A submitted a written, non-binding proposal to acquire Alteryx for $45.00 in cash per share of our common stock (which proposal is referred to as the “Sponsor A August proposal”).

On August 13, 2023, representatives of Sponsor B informed representatives of Qatalyst Partners that Sponsor B believed that it could support an acquisition of Alteryx at a valuation in the “$40s” in cash per share of our common stock and potentially up to the “$50s” per share, subject to reviewing non-public due diligence information. Shortly thereafter, the members of the Special Committee were informed of Sponsor B’s renewed acquisition interest, and the members of the Special Committee concurred in authorizing Alteryx management and Qatalyst Partners to meet with Sponsor B and to provide non-public due diligence information to Sponsor B.

On August 14, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the status of discussions with, and acquisition proposals communicated by, potential acquirers of Alteryx as described above. The representatives of Qatalyst Partners also reviewed feedback regarding Alteryx provided by certain potential acquirers (including those who had declined to proceed with an acquisition as described above). The Special Committee discussed this feedback, as well as the execution of the operating and financial plan contemplated by the Alteryx long-term plan. The representatives of Qatalyst Partners provided Qatalyst Partners’ preliminary financial analysis of the Sponsor A August proposal. The Special Committee discussed Sponsor G’s and Sponsor H’s expressed interest in partnering with another acquirer in connection with a potential joint acquisition of Alteryx. It was the consensus of the Special Committee to meet later in the week to continue to discuss next steps in the transaction process.

On August 16, 2023, Alteryx entered into a confidentiality agreement with Sponsor B, which contained customary “standstill” provisions restricting Sponsor B from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor B from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor B from requesting that Alteryx release Sponsor B from its “standstill” restrictions. Representatives of Sponsor B were subsequently granted access to a virtual data room containing financial and operational information regarding Alteryx’s business to support Sponsor B’s due diligence review of Alteryx.

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On August 18, 2023, representatives of Sponsor B informed representatives of Qatalyst Partners that Sponsor B would not be submitting an acquisition proposal and was no longer considering a potential acquisition of Alteryx. Sponsor B noted perceived risk around generative artificial intelligence and the potential impact that it could have on our long-term business prospects. Sponsor B did not engage further with the representatives of Alteryx or Qatalyst Partners after this communication regarding a strategic transaction.

On August 19, 2023, the Special Committee met with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided a status update on a possible acquisition of Alteryx, including that Sponsor B had declined to engage in further discussions regarding an acquisition of Alteryx. The Special Committee determined that Mr. Warmenhoven should meet with Mr. Stoecker to discuss the valuation of Alteryx implied by the Sponsor A August proposal and better assess Mr. Stoecker’s interest, in his capacity as a significant stockholder of Alteryx, in a sale of Alteryx, including whether he had any potential interest in a “rollover” of his equity interests in connection with such a transaction. In executive session, without representatives of Qatalyst Partners in attendance, the Special Committee discussed Alteryx’s prospects as an independent company, including various organizational and management compensation changes that might be appropriate in that context to position Alteryx to successfully execute its business plan.

On August 19, 2023, Mr. Warmenhoven met with Mr. Stoecker. During the meeting, Mr. Stoecker expressed his support, in his capacity as a significant stockholder of Alteryx, for a potential sale of Alteryx, but made clear his expectation that the Special Committee should seek to improve the value of the Sponsor A August proposal, in addition to considering proposals from any other interested parties. Mr. Stoecker also informed Mr. Warmenhoven that he was no longer interested in pursuing a “rollover” of his equity interests in connection with a sale transaction.

On August 21, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Mr. Warmenhoven reported on his discussion with Mr. Stoecker. The Special Committee discussed ways to improve the value of the Sponsor A August proposal, as well as the possibility of partnering Sponsor A with Sponsor G or Sponsor H in a potential joint acquisition of Alteryx. The Special Committee directed representatives of Qatalyst Partners to (1) inform Sponsor A that its acquisition price was unacceptable; (2) request a revised acquisition proposal at a value in the “$50s” in cash per share of our common stock; and (3) determine if Sponsor A would be open to partnering with Sponsor G or Sponsor H in a potential joint acquisition of Alteryx. As directed by the Special Committee, representatives of Qatalyst Partners subsequently informed representatives of Sponsor A of these matters. In those conversations, the representatives of Qatalyst Partners did not inform Sponsor A of the identity of either Sponsor G or Sponsor H. In response, Sponsor A did not express an interest in partnering with either Sponsor G or Sponsor H for a joint acquisition of Alteryx.

Beginning on August 22, 2023, a representative of a potential strategic acquirer (which we refer to as “Strategic 7”) contacted Mr. Anderson multiple times on an unsolicited basis to express an interest in learning more about Alteryx’s business. Mr. Anderson referred the representative of Strategic 7 to Qatalyst Partners.

On August 23, 2023, representatives of Insight contacted Mr. Warmenhoven and representatives of Qatalyst Partners to express their interest in participating in a potential acquisition of Alteryx. The representatives of Insight stated their desire to partner with Sponsor A to work toward a potential joint acquisition of Alteryx. Shortly thereafter, the members of the Special Committee were informed of Insight’s interest in participating in an acquisition of Alteryx. Jeff Horing, one of the members of the Alteryx Board (but not a member of the Special Committee), is a senior executive at Insight and was aware, in his capacity as a member of the Alteryx Board, of the exploration of strategic alternatives being conducted by the Special Committee. Mr. Horing was not one of the representatives of Insight that contacted Mr. Warmenhoven.

Later on August 23, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update

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on their discussions with representatives of Sponsor A. The Special Committee also discussed Insight’s request to partner with Sponsor A. The representatives of Wilson Sonsini reviewed preliminary perspectives on certain regulatory implications of a potential joint acquisition of Alteryx by Sponsor A and Insight, including the possibility that such an acquisition would be subject to higher regulatory scrutiny given that both Sponsor A and Insight had investments in portfolio companies that might be viewed as competitive with Alteryx. The Special Committee determined to inform Insight that Alteryx would not permit Insight to partner with Sponsor A because an acquisition involving both entities could generate an unacceptable amount of regulatory risk to completing the potential transaction. The Special Committee continued to discuss with the representatives of Qatalyst Partners ways to increase the value of the Sponsor A August proposal. The Special Committee determined that Alteryx management and representatives of Qatalyst Partners should (1) provide additional non-public due diligence information to Sponsor A with the objective of obtaining an improved acquisition proposal; and (2) enter into a confidentiality agreement with Insight, meet with representatives of Insight and provide due diligence information to Insight to determine whether Insight would be in a position to submit an acquisition proposal independently or in partnership with a financial sponsor other than Sponsor A.

Later on August 23, 2023, the Alteryx Board met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Mr. Horing recused himself from the meeting. Representatives of Fenwick & West LLP, additional outside counsel to Alteryx, were also in attendance. Mr. Warmenhoven provided an update on the status of the Special Committee’s exploration of potential strategic alternatives. The representatives of Qatalyst Partners reviewed (1) the potential acquirers contacted at the direction of the Special Committee; (2) the results of that outreach process; and (3) feedback on Alteryx provided by certain potential acquirers (including those who had declined to proceed with an acquisition as described above). The representatives of Qatalyst Partners provided Qatalyst Partners’ preliminary financial analysis of the Sponsor A August proposal and discussed a preliminary valuation of Alteryx. The Alteryx Board discussed Alteryx’s prospects as an independent company, including the risks and challenges to achieving the operational and financial results contemplated by the Alteryx long-term plan and the plan extrapolations.

On August 28, 2023, Alteryx entered into a confidentiality agreement with Insight, which contained customary “standstill” provisions restricting Insight from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Insight from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Insight from requesting that Alteryx release Insight from its “standstill” restrictions. Representatives of Insight were subsequently granted access to a virtual data room containing financial and operational information regarding Alteryx’s business to support Insight’s due diligence review of Alteryx.

Later on August 28, 2023, Mr. Anderson met with representatives of Insight and representatives of Qatalyst Partners to discuss Alteryx’s business.

On August 30, 2023, representatives of a financial sponsor (which we refer to as “Sponsor I”) contacted representatives of Qatalyst Partners on an unsolicited basis, noting that Sponsor I had learned through market rumors that Qatalyst Partners was advising Alteryx on a potential sale transaction and expressing Sponsor I’s interest in learning more about Alteryx’s business. Shortly thereafter, the members of the Special Committee were informed of Sponsor I’s inquiry and concurred in authorizing Alteryx management and representatives of Qatalyst Partners to meet with Sponsor I to permit it to develop its views on a potential acquisition of Alteryx. In making such authorization, the members of the Special Committee noted Sponsor I’s interest in, and ability to execute, a potential acquisition of Alteryx.

On September 2, 2023, representatives of Insight contacted representatives of Qatalyst Partners concerning Insight’s interest in partnering with another financial sponsor (which we refer to as “Sponsor J”) or, if Sponsor J was unavailable, Sponsor H in connection with a potential joint acquisition of Alteryx. Shortly thereafter, the

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members of the Special Committee were informed of Insight’s request, and the members of the Special Committee concurred in authorizing Qatalyst Partners to contact Sponsor J to determine its interest in partnering with Insight. The members of the Special Committee also concurred in allowing Insight and Sponsor J to work together toward a potential joint acquisition of Alteryx if Sponsor J was interested in doing so.

On September 3, 2023, representatives of Qatalyst Partners contacted representatives of Sponsor J to determine Sponsor J’s interest in pursuing an acquisition of Alteryx in partnership with Insight. The representatives of Sponsor J expressed an interest in learning more about Alteryx’s business and exploring a potential joint acquisition of Alteryx with Insight.

On September 5, 2023, Alteryx entered into a confidentiality agreement with Sponsor I, which contained customary “standstill” provisions restricting Sponsor I from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor I from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor I from requesting that Alteryx release Sponsor I from its “standstill” restrictions. Representatives of Sponsor I were subsequently granted access to a virtual data room containing financial and operational information regarding Alteryx’s business to support Sponsor I’s due diligence review of Alteryx.

Also on September 5, 2023, Alteryx entered into a confidentiality agreement with Sponsor J, which contained customary “standstill” provisions restricting Sponsor J from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor J from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor J from requesting that Alteryx release Sponsor J from its “standstill” restrictions. Representatives of Sponsor J were subsequently granted access to a virtual data room containing financial and operational information regarding Alteryx’s business to support Sponsor J’s due diligence review of Alteryx.

On September 6, 2023, Reuters published an article reporting that Alteryx was exploring a potential sale. The price per share of our Class A common stock as of the close of trading on September 5, 2023, the last full trading day prior to the publication of the Reuters article, was $30.39. From time to time after the publication of the Reuters article, various third parties contacted representatives of Qatalyst Partners to express their non-specific interest in participating in an acquisition of Alteryx and several third parties expressed interest in being a source of equity financing for the prospective transaction. The Special Committee was regularly informed of these contacts and determined not to engage with these parties based on the Special Committee’s view that they did not have the capability to lead, or provide meaningful financing in connection with, a potential acquisition of Alteryx.

On September 7, 2023, representatives of a potential strategic acquirer (which we refer to as “Strategic 8”) contacted representatives of Qatalyst Partners to express Strategic 8’s interest in considering an acquisition of Alteryx. Shortly thereafter, the members of the Special Committee were informed of Strategic 8’s inquiry and concurred in authorizing Alteryx management and Qatalyst Partners to meet with Strategic 8 and to provide Strategic 8 with due diligence information regarding Alteryx’s business. In making such authorization, the members of the Special Committee noted Strategic 8’s interest in, and ability to execute, a potential acquisition of Alteryx.

Also on September 7, 2023, a representative of a financial sponsor (which we refer to as “Sponsor K”) contacted representatives of Qatalyst Partners and stated that they were aware of press reports that Qatalyst Partners was working with Alteryx on a potential sale. The members of the Special Committee were informed of the conversation with Sponsor K.

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On September 11, 2023, the Special Committee met with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners reviewed the current status of the engagement with the potential counterparties and developments relating thereto. The representatives of Wilson Sonsini reviewed the potential regulatory implications related to a potential joint acquisition of Alteryx by Sponsor J and Insight, and the possibility that the acquisition would be subject to higher regulatory scrutiny given that both Sponsor J and Insight had investments in portfolio companies that might be viewed as competitive with Alteryx’s business, although the overall regulatory risk to completing the potential transaction would likely be lower than in a joint acquisition of Alteryx by Sponsor A and Insight. The Special Committee determined to continue to permit Sponsor J and Insight to work together toward a potential joint acquisition in light of the Special Committee’s view that Sponsor J would not be interested in pursuing an acquisition of Alteryx other than in partnership with Insight. Alteryx management discussed then-current results and expectations for Alteryx’s third quarter of 2023 operational and financial results. Mr. Anderson also described the outreach by Strategic 7. The Special Committee instructed Qatalyst Partners to investigate Strategic 7’s interest in an acquisition, though the Special Committee noted it did not appear that Strategic 7 had the financial capability to acquire Alteryx.

Also on September 11, 2023, Alteryx entered into a confidentiality agreement with Strategic 8, which did not contain “standstill” provisions restricting Strategic 8 from making public or confidential proposals with respect to the acquisition of Alteryx, as it was Strategic 8’s policy not to agree to “standstill” provisions.

On September 13, 2023, as directed by the Special Committee, representatives of Qatalyst Partners spoke with representatives of Strategic 7. The representatives of Qatalyst Partners noted Alteryx’s current market capitalization and directed the representatives of Strategic 7 to publicly available information concerning Alteryx to further evaluate its ability to undertake a potential acquisition of Alteryx. Strategic 7 did not engage further with respect to a strategic transaction with the representatives of Alteryx or Qatalyst Partners after this communication regarding a strategic transaction.

On September 14, 2023, representatives of Clearlake contacted representatives of Qatalyst Partners to request to re-engage in discussions regarding a potential acquisition of Alteryx. As part of this discussion, representatives of Clearlake noted their preliminary expectation that Clearlake could support an acquisition proposal in the “mid to high $40s” in cash per share of our common stock, and potentially in the “low $50s” in cash per share of our common stock depending on their assessment of Alteryx’s growth trajectory. Shortly thereafter, the members of the Special Committee were informed of Clearlake’s request, and the members of the Special Committee concurred in authorizing Alteryx management and Qatalyst Partners to re-engage with Clearlake and to provide additional due diligence information. Representatives of Clearlake were subsequently re-granted access to a virtual data room containing financial and operational information regarding Alteryx’s business.

On September 15, 2023, representatives of Sponsor K informed representatives of Qatalyst Partners that Sponsor K had assessed the opportunity on the basis of publicly available information and determined not to proceed. Sponsor K did not engage further with the representatives of Alteryx or Qatalyst Partners after this communication regarding a strategic transaction.

Also on September 15, 2023, representatives of Sponsor G contacted representatives of Qatalyst Partners to obtain an update on the strategic transaction process. After this communication, Sponsor G did not engage further with the representatives of Alteryx or Qatalyst Partners regarding a strategic transaction.

On September 20, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the engagement with the potential counterparties and developments relating thereto.

Also on September 28, 2023, representatives of a financial sponsor (which we refer to as “Sponsor L”) contacted representatives of Qatalyst Partners on an unsolicited basis to express Sponsor L’s interest in considering a

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potential acquisition of Alteryx. The representatives of Sponsor L stated that they were aware of press reports that Qatalyst Partners was working with Alteryx on a potential sale.

On October 2, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Alteryx management discussed then-current results and expectations for Alteryx’s third quarter of 2023 operational and financial results. The representatives of Qatalyst Partners provided an update on the engagement with the potential counterparties and developments relating thereto. The representatives of Qatalyst Partners described the contact by Sponsor L, and discussed with the Special Committee the expectation of Qatalyst Partners that Sponsor L would require significant equity co-investment to acquire Alteryx in light of Sponsor L’s more limited financial resources compared to other potential acquirers. The Special Committee determined to provide Sponsor L due diligence information regarding Alteryx’s business but, given Sponsor L’s more limited financial resources, not to authorize meetings with Alteryx management prior to receiving from Sponsor L an indication of value and proposed financing structure for an acquisition. The representatives of Qatalyst Partners reviewed an indicative timeline for a potential sale of Alteryx. The Special Committee concurred that Qatalyst Partners should distribute a new bid process letter to potential acquirers reflecting a bid date of October 17, 2023. Further, in light of Insight’s recent and continuing engagement concerning a potential acquisition of Alteryx, Mr. Maudlin reminded the Special Committee that he served as a director for various companies that had received investments from Insight and at which representatives of Insight also served as directors. It was the consensus of the Special Committee to further discuss these relationships at a future meeting of the Special Committee.

On October 3, 2023, Alteryx entered into a confidentiality agreement with Sponsor L, which contained customary “standstill” provisions restricting Sponsor L from making public proposals with respect to the acquisition of Alteryx without Alteryx’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Alteryx’s execution of a definitive agreement with a third party to acquire more than 50 percent of Alteryx’s outstanding voting securities). This confidentiality agreement did not (1) restrict Sponsor L from making confidential acquisition proposals to the Alteryx Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Sponsor L from requesting that Alteryx release Sponsor L from its “standstill” restrictions. Representatives of Sponsor L were subsequently granted access to a virtual data room containing financial and operational information regarding Alteryx’s business to support Sponsor L’s due diligence review of Alteryx.

Also on October 3, 2023, as directed by the Special Committee, Qatalyst Partners sent a new bid process letter to Clearlake, Insight, Sponsor A, Sponsor I, Sponsor J, Sponsor L and Strategic 8. The bid process letter requested that non-binding, indicative acquisition proposals be submitted in writing no later than October 17, 2023. Sponsor I did not engage further with the representatives of Alteryx or Qatalyst Partners after receiving this letter.

On October 4, 2023, representatives of Sponsor J informed representatives of Qatalyst Partners that Sponsor J would not submit an acquisition proposal and was no longer considering a potential acquisition of Alteryx. Sponsor J noted its concerns regarding Alteryx’s financial profile.

Also on October 4, 2023, representatives of Clearlake and representatives of Insight each separately requested, through representatives of Qatalyst Partners, that Clearlake and Insight be permitted to work together in connection with a potential joint acquisition of Alteryx. Shortly thereafter, the members of the Special Committee were informed of Clearlake’s and Insight’s request, and the members of the Special Committee concurred in authorizing Clearlake and Insight to work together in connection with a potential joint acquisition. In making such authorization, the members of the Special Committee noted that each party would likely require third party financing to execute an acquisition, and that Clearlake and Insight had a track record of successfully partnering on acquisitions.

Also on October 4, 2023, representatives of Qatalyst Partners proposed to the Special Committee to contact a potential strategic acquirer (which we refer to as “Strategic 9”) to assess its interest in a potential acquisition of

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Alteryx. The members of the Special Committee concurred in this proposal and directed Mr. Anderson to contact Strategic 9.

On October 5, 2023, as directed by the Special Committee, Mr. Anderson contacted a representative of Strategic 9 to determine if Strategic 9 would have any interest in considering an acquisition of Alteryx. After this communication, Strategic 9 did not engage further with respect to a strategic transaction with the representatives of Alteryx or Qatalyst Partners.

Also on October 5, 2023, representatives of Qatalyst Partners contacted representatives of Clearlake and representatives of Insight to inform them of the Special Committee’s decision to authorize Clearlake and Insight to work together in connection with a potential joint acquisition.

On October 6, 2023, Strategic 8 informed representatives of Qatalyst Partners that Strategic 8 was no longer considering a potential acquisition of Alteryx. After this communication, Strategic 8 did not engage further with respect to a strategic transaction with the representatives of Alteryx or Qatalyst Partners.

On October 14, 2023, representatives of Insight informed representatives of Qatalyst Partners that Clearlake and Insight would be unable to provide a written acquisition proposal by the October 17, 2023, bid date, but that Clearlake and Insight expected to submit a proposal later in the week.

On October 17, 2023, Sponsor L submitted a written, non-binding proposal to acquire Alteryx for a valuation range between $51.00 and $56.00 in cash per share of our common stock, with the per share price to be finalized upon the completion of further diligence. Sponsor L proposed to fund the acquisition through a combination of debt and equity sources (including equity financing from a number of co-investors).

Later on October 17, 2023, following discussions with representatives of Qatalyst Partners, Sponsor L verbally revised its proposal upwards to a valuation range between $53.00 to $58.00 in cash per share of our common stock. We refer to this proposal, as revised, as the “Sponsor L October proposal.”

Also on October 17, 2023, representatives of Sponsor A informed representatives of Qatalyst Partners that Sponsor A was no longer considering a potential acquisition of Alteryx. The representatives of Sponsor A noted that they did not believe that Sponsor A could support an acquisition proposal in excess of $40.00 in cash per share of our common stock due to concerns regarding Alteryx’s (1) ability to develop a cloud-based business model; (2) declining annualized recurring revenue growth trajectory; and (3) need to significantly improve operating margins.

On October 19, 2023, Clearlake and Insight jointly submitted a written, non-binding proposal to acquire Alteryx for $41.50 in cash per share of our common stock. We refer to this proposal as the “consortium October proposal.”

On October 20, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners reviewed the Sponsor L October proposal and the consortium October proposal. As part of this discussion, Qatalyst Partners relayed Sponsor L’s need to obtain equity financing from a number of co-investors. The Special Committee considered the potential challenges to Sponsor L’s ability to obtain such equity financing, as well as the attendant risks to Sponsor L’s ability to complete an acquisition of Alteryx within the valuation range expressed in the Sponsor L October proposal, or at all. The representatives of Qatalyst Partners also reviewed feedback regarding Alteryx provided by certain potential acquirers (including those who had declined to proceed with an acquisition as described above). The Special Committee determined (1) that the valuations contemplated by the Sponsor L October proposal and the consortium October proposal represented transactions that could be in the best interests of Alteryx and its stockholders relative to the continued execution of our business plan as an independent company; (2) to move to the next phase of the strategic review process; (3) to provide Sponsor L additional time

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to undertake additional diligence and develop a plan for obtaining the necessary equity financing to acquire Alteryx, including by engaging with potential co-investors to secure such equity financing; and (4) to inform Clearlake and Insight that the value of the consortium October proposal was unacceptable given that another potential acquirer had submitted a proposal that was meaningfully higher. Until Sponsor L could provide evidence of its ability to obtain the necessary equity funding, the Special Committee determined not to allow Sponsor L access to third-party debt sources so as to minimize the risk of additional leaks and market rumors. The representatives of Wilson Sonsini reviewed with the members of the Special Committee their fiduciary duties under Delaware law. The representatives of Wilson Sonsini described the structure and terms of an acquisition of a public company by a financial sponsor, including terms that could enhance closing certainty with a diffuse set of equity co-investors. The representatives of Qatalyst Partners also provided the Special Committee, prior to this meeting, with updated customary relationship disclosures, which included disclosures with respect to Sponsor L, Clearlake and Insight. The Special Committee did not identify any potential or actual conflicts that would affect the ability of Qatalyst Partners to fulfill its responsibilities.

Final Phase of Strategic Review Process: Transaction Negotiation

On October 23, 2023, representatives of Qatalyst Partners communicated to Sponsor L the feedback of the Special Committee regarding the Sponsor L October proposal.

Also on October 23, 2023, representatives of Qatalyst Partners communicated to Clearlake and Insight the feedback of the Special Committee regarding the consortium October proposal. The representatives of Clearlake and Insight noted that Clearlake and Insight might be able to support an improved acquisition proposal depending on the terms and amount of debt financing that they could obtain for an acquisition, and requested permission to contact a limited number of debt financing sources. Shortly thereafter, the members of the Special Committee were informed of this request, and the members of the Special Committee concurred in authorizing Clearlake and Insight to work with a limited number of debt financing sources. From time to time thereafter, upon request by Clearlake and Insight and with the prior authorization of the Special Committee, Clearlake and Insight were permitted to work with authorized additional debt financing sources.

On October 25, 2023, representatives of Qatalyst Partners and representatives of each of Clearlake and Insight met. As part of this discussion, the representatives of each of Clearlake and Insight requested Alteryx to provide confirmatory due diligence information and to engage in the negotiation of a merger agreement with the objective of executing a transaction expeditiously.

On October 26, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. In light of the Special Committee’s continued consideration of the consortium October proposal, Mr. Maudlin reviewed his prior disclosures to the Special Committee concerning his service as a director for various companies that had received investments from Insight and at which representatives of Insight also served as directors. Mr. Maudlin noted that he had not discussed a potential acquisition of Alteryx with representatives of Insight and would not do so. In light of these relationships, the continued negotiations with Clearlake and Insight, and his desire to continue to act in the best interests of Alteryx and its stockholders, Mr. Maudlin informed the Special Committee that he was resigning from the Special Committee. Mr. Maudlin then left the meeting and did not attend any subsequent meetings of the Special Committee. After Mr. Maudlin’s departure, the Special Committee discussed Mr. Maudlin’s professional relationships with Insight and its representatives and determined that such relationships did not present potential or actual conflicts that affected Mr. Maudlin’s ability to fulfill his duties and responsibilities as a member of the Special Committee, but nonetheless accepted Mr. Maudlin’s resignation from the Special Committee to avoid any appearance of an actual or potential conflict by a member of the Special Committee. The representatives of Qatalyst Partners then provided an update on their discussions with Clearlake and Insight and Sponsor L. The Special Committee also discussed the potential willingness of the potential acquirers to negotiate and execute a merger agreement with a “go-shop” provision to facilitate a transaction in an appropriately expedited manner. A “go-shop” provision would allow Alteryx to affirmatively solicit a competing transaction following entry into a

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merger agreement. The Special Committee determined to instruct (1) Alteryx management and representatives of Qatalyst Partners to provide confirmatory due diligence information to each of Clearlake and Insight and Sponsor L; and (2) Wilson Sonsini to prepare and deliver to each of Clearlake and Insight and Sponsor L a form of merger agreement that included a “go-shop” provision.

Beginning on October 27, 2023, Clearlake and Insight and Sponsor L and their respective representatives were granted access to additional operational and legal due diligence information regarding Alteryx in a virtual data room. Over the subsequent six weeks, Clearlake and Insight and Sponsor L and their respective representatives conducted operational, financial, legal, employment, accounting and other due diligence on Alteryx, and from time to time met with Alteryx management and representatives of Alteryx’s advisors regarding the due diligence information.

On November 1, 2023, the Alteryx Board met, with Alteryx management in attendance. Mr. Horing recused himself from the meeting. Mr. Warmenhoven provided an update on the status of the Special Committee’s exploration of potential strategic alternatives. Mr. Warmenhoven noted that Mr. Maudlin had resigned from the Special Committee and the reasons for that resignation, as well as the Special Committee’s determination that Mr. Maudlin’s professional relationships with Insight and its representatives did not present potential or actual conflicts that had affected Mr. Maudlin’s ability to fulfill his duties and responsibilities as a member of the Special Committee.

Also on November 1, 2023, representatives of Wilson Sonsini distributed a draft form merger agreement to each of Clearlake and Insight and Sponsor L and their respective representatives. Thereafter, Sponsor L and its representatives negotiated the terms of the draft merger agreement with Alteryx management and representatives of Wilson Sonsini. Key negotiated terms included: (1) the financing structure for the acquisition; (2) each party’s obligations to obtain the necessary equity financing; (3) the terms and conditions of the various equity financing sources’ obligations to fund their equity financing commitments; (4) each party’s obligations to obtain required regulatory approvals; (5) Alteryx’s recourse under the merger agreement and the related transaction documents, including the circumstances in which Alteryx could seek to enforce the equity financing commitments directly; (6) the inclusion of a “go-shop” provision in the merger agreement and the terms of the “no-shop” restrictions in the merger agreement, including the terms pursuant to which Alteryx would be able to accept a Superior Proposal; (7) the amount of the termination fee payable by Alteryx and the circumstances in which it would be payable; (8) the conditions to each party’s obligations to complete the merger, including the definition of “material adverse effect”; (9) the termination date and the circumstances in which the parties could terminate the merger agreement, as well as the limitation of liability in the event that the merger agreement was terminated; and (10) the interim operating covenants applicable to Alteryx prior to the closing of the merger and related exceptions for matters such as employee compensation and retention and entry by Alteryx into certain new material contracts.

After the close of trading on November 6, 2023, Alteryx held its earnings call to report third quarter financial results for 2023, and provided financial guidance for the fourth quarter and full year of 2023. Our annualized recurring revenue for the third quarter finished $11 million above Wall Street consensus estimates, and the mid-point of annualized recurring revenue guidance for the fourth quarter was $11 million above the mid-point of Wall Street consensus estimates. Our full year guidance for annualized recurring revenue increased by $10 million. Our Class A common stock closed trading at a price of $36.27 per share on November 7, 2023, the first full trading day following the earnings call.

On November 9, 2023, Sponsor L submitted a revised written, non-binding proposal to acquire Alteryx for $50.00 in cash per share of our common stock (which proposal is referred to as the “Sponsor L November proposal”). As part of the submission of the Sponsor L November proposal, Sponsor L explained to Qatalyst Partners that the reduction in the per share price from the Sponsor L October proposal was due to a revised perspective on the cash balance required at closing to operate our business. Sponsor L also provided a revised draft of the merger agreement with the Sponsor L November proposal. Sponsor L also requested to work with potential debt financing partners in order to further solidify its proposal.

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On November 9, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners reviewed the Sponsor L November proposal. The representatives of Qatalyst Partners also provided an update on their discussions with Sponsor L, including the status of Sponsor L’s efforts to secure equity co-investments and its request to engage with potential debt financing sources. The Special Committee determined to inform Sponsor L that (1) the reduction in its proposal was disappointing and its offer price would need to be improved in order for the Special Committee to be supportive of a transaction; (2) it still had not delivered an acceptable financing package and that, in order to assist Sponsor L with that work and to position Sponsor L to improve its offer price, Sponsor L would be permitted to speak to additional equity financing sources and contact third-party debt financing sources; (3) it should complete its confirmatory diligence as expeditiously as possible; and (4) Alteryx’s advisers would engage with Sponsor L to negotiate the terms of the draft merger agreement. The representatives of Qatalyst Partners also provided an update on their discussions with Clearlake and Insight, including the status of Clearlake’s and Insight’s efforts to secure debt financing. The Special Committee determined to allow Clearlake and Insight to continue to conduct due diligence, but not to provide responses to the detailed additional diligence questions, or provide access to management for additional meetings, requested by Clearlake and Insight unless they submitted a more competitive acquisition proposal. The Special Committee discussed with Qatalyst Partners possible strategic acquirers of Alteryx and the possibility of again contacting Strategic 2, Strategic 4 and Strategic 5 about their interest in acquiring Alteryx. The Special Committee focused on these strategic acquirers because they were, in the view of the Special Committee, the parties most likely to be positioned to submit a competitive acquisition proposal. The Special Committee determined that Mr. Warmenhoven, on behalf of the Special Committee, would continue discussions with representatives of Qatalyst Partners about the possibility of contacting these or other potential acquirers. Following further discussion with representatives of Qatalyst Partners, Mr. Warmenhoven ultimately determined not to contact these or other potential acquirers in light of the low likelihood that they would pursue an acquisition of Alteryx.

On November 21, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Alteryx management discussed trends and expectations for Alteryx’s fourth quarter of 2023. The representatives of Qatalyst Partners provided an update on discussions with Clearlake and Insight and Sponsor L. The Special Committee determined to continue (1) negotiating the terms of the merger agreement with, and provide additional due diligence material to, Sponsor L; and (2) engaging with, and allowing further due diligence review by, Clearlake and Insight.

On November 28, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on discussions with Sponsor L, noting that Sponsor L had indicated that it was nearing completion of its due diligence review of Alteryx and had received preliminary equity and debt financing proposals sufficient to finance an acquisition. The representatives of Qatalyst Partners provided Qatalyst Partners’ preliminary financial analysis of the Sponsor L November proposal. The Special Committee instructed Qatalyst Partners to continue to push Sponsor L to complete its confirmatory diligence as expeditiously as possible while also working to improve the value of its acquisition proposal. The Special Committee also directed Wilson Sonsini to continue negotiating the merger agreement with Sponsor L.

Also on November 28, 2023, the representatives of Sponsor L provided a revised draft of the merger agreement and related transaction documents, including a proposed form of voting agreement, to representatives of Wilson Sonsini.

Also on November 28, 2023, representatives of Sponsor A contacted representatives of Qatalyst Partners to communicate Sponsor A’s potential interest in re-engaging in the transaction process and acquiring Alteryx in the low “$40s” in cash per share of our common stock. In this discussion, the representatives of Sponsor A were clear that Sponsor A would be unable to reach an acquisition at a valuation in the “mid to high $40s” in cash per share. Shortly thereafter, the members of the Special Committee were informed of Sponsor A’s inquiry, and the members of the Special Committee concurred in not engaging further with Sponsor A given the valuation range

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indicated by Sponsor A and the valuations contemplated by the Sponsor L November proposal and the consortium October proposal. After this communication, the representatives of Alteryx and Qatalyst Partners did not engage further with Sponsor A regarding a strategic transaction.

On November 29, 2023, Clearlake and Insight submitted a revised joint written, non-binding proposal to acquire Alteryx for $43.50 in cash per share of our common stock. We refer to this proposal as the “consortium November proposal.” Clearlake and Insight also provided a revised draft of the merger agreement.

On December 2, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on discussions with Sponsor L, including that Sponsor L was not able to provide an improved acquisition proposal at that time because Sponsor L was still completing confirmatory diligence, including assessing Alteryx management’s expectations for the fourth quarter of 2023. The representatives of Qatalyst Partners reviewed the consortium November proposal. In light of the low value of the consortium November proposal relative to the Sponsor L November proposal, the Special Committee determined not to take any action with respect to the consortium November proposal. The Special Committee discussed the recent outreach from Sponsor A, and it remained the determination of the Special Committee not to engage further with Sponsor A. The Special Committee discussed with Alteryx management and representatives of Wilson Sonsini the negotiation of the merger agreement, including the interim operating covenants applicable to Alteryx prior to the closing of the merger and related exceptions for employee compensation and retention matters.

On December 6, 2023, Wilson Sonsini delivered a revised draft of the merger agreement to representatives of Sponsor L.

Also on December 6, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on discussions with Sponsor L, including that Sponsor L had expressed concern over Alteryx’s ability to meet its annualized recurring revenue forecasts for 2023. The Special Committee determined to request a “best and final” acquisition proposal from Sponsor L. That message was subsequently communicated by Qatalyst Partners to representatives of Sponsor L. The representatives of Qatalyst Partners provided an update on discussions with Clearlake and Insight. The Special Committee also discussed with Alteryx management and representatives of Wilson Sonsini the negotiation of the merger agreement, including the interim operating covenants applicable to Alteryx prior to the closing of the merger and related exceptions for employee compensation and retention matters.

On December 8, 2023, Sponsor L submitted a revised written, non-binding proposal to acquire Alteryx for $47.00 in cash per share of our common stock. We refer to this proposal as the “Sponsor L December proposal.” As part of the submission of the Sponsor L December proposal, Sponsor L explained to Qatalyst Partners that the reduction in the per share price was due to Sponsor L’s largest equity financing partner dropping out of the process and concerns around Alteryx’s ability to achieve the fourth quarter annualized recurring revenue forecast for 2023.

On December 9, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Qatalyst Partners (1) reviewed the Sponsor L December proposal; and (2) provided an update on their discussions with representatives of Sponsor L. The Special Committee instructed Mr. Warmenhoven to speak with Mr. Stoecker to assess his interest, in his capacity as a significant stockholder of Alteryx, in a potential sale of Alteryx at the valuation indicated in the Sponsor L December proposal.

On December 11, 2023, Mr. Warmenhoven discussed with Mr. Stoecker his interest, in his capacity as a significant stockholder of Alteryx, in a potential sale of Alteryx at the valuation indicated in the Sponsor L December proposal. During the meeting, Mr. Stoecker expressed his willingness to support, in his capacity as a

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significant stockholder of Alteryx, a potential sale of Alteryx at the valuation set forth in the Sponsor L December proposal. Mr. Stoecker also reconfirmed, consistent with his prior position discussed with Mr. Warmenhoven, that he was not interested in pursuing a potential “rollover” of his equity interests in connection with a sale transaction.

On December 12, 2023, Clearlake and Insight jointly submitted a revised written, non-binding proposal to acquire Alteryx for $47.00 in cash per share of our common stock. We refer to this proposal as the “consortium December proposal.”

On December 13, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Mr. Warmenhoven reported on his conversation with Mr. Stoecker. The representatives of Qatalyst Partners reviewed the consortium December proposal. The representatives of Qatalyst Partners also noted their belief that the consortium December proposal and the Sponsor L December proposal did not reflect each party’s “best and final” proposal. The Special Committee discussed ways in which it could seek to solicit improved proposals from the parties. The Special Committee determined to (1) inform Clearlake and Insight that the consortium December proposal was not acceptable and that they should look to submit a revised proposal of at least $50.00 per share of our common stock; and (2) request that Sponsor L submit its “best and final” proposal. Those messages were subsequently delivered by representatives of Qatalyst Partners. The Special Committee also instructed Wilson Sonsini to continue negotiating the terms of the merger agreement and related transaction documents with Clearlake and Insight and with Sponsor L.

Later on December 13, 2023, Wilson Sonsini delivered a revised draft of the merger agreement and a draft form of voting agreement to the representatives of Clearlake and Insight, which were based on drafts of such agreements negotiated with Sponsor L. Clearlake and Insight were informed that the revised drafts were based on substantially final drafts of such agreements negotiated with a competing acquirer. This draft of the merger agreement delivered to Clearlake and Insight did not include a “go-shop” provision.

On December 14, 2023, Reuters published an article reporting that Alteryx was in advanced talks to be acquired by Clearlake and Insight at a price higher than $50.00 per share of our common stock. The article also stated that another financial sponsor was also in advanced talks to acquire Alteryx. No additional potential acquirers contacted Alteryx or Qatalyst Partners as a result of this Reuters article.

Also on December 14, 2023, representatives of Sponsor L informed representatives of Qatalyst Partners that Sponsor L was withdrawing the Sponsor L December proposal and was no longer considering a potential acquisition of Alteryx. Sponsor L reported that its decision was based on concerns that our fourth quarter annualized recurring revenue for 2023 would end meaningfully below the Alteryx long-term plan, resulting in greater risk to the achievability of our near-term prospective performance.

On December 15, 2023, representatives of Clearlake and Insight verbally informed representatives of Qatalyst Partners that Clearlake and Insight were increasing their joint acquisition proposal to $48.00 in cash per share of our common stock.

Later on December 15, 2023, following negotiations with Qatalyst Partners, Clearlake and Insight verbally increased their joint acquisition proposal to $48.25 in cash per share of our common stock, which they described as “best and final.” We refer to this proposal as the “consortium final proposal.” As part of the consortium final proposal, Clearlake and Insight verbally agreed that the acquisition would include a “full equity backstop” by funds managed by affiliates of Clearlake and Insight. This structure substantially increased the closing certainty to Alteryx from the debt and equity financing structure previously contemplated by Clearlake and Insight.

From December 15, 2023 until December 18, 2023, members of Alteryx management and representatives of Wilson Sonsini, and representatives of Clearlake and Insight, continued to exchange drafts of the merger agreement, the voting agreement and the other related transaction documents, and met regularly to continue to

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negotiate the terms of the merger agreement and such transaction documents. Key negotiated terms included (1) the terms and conditions of the various equity financing sources’ obligations to fund their equity financing commitments; (2) each party’s obligations to obtain required regulatory approvals; (3) Alteryx’s recourse under the merger agreement and the related transaction documents, including the circumstances in which Alteryx could seek to enforce the equity financing commitments directly; (4) the amount of the termination fees payable by Alteryx and Clearlake and Insight, and the circumstances in which each would be payable; (5) the conditions to each party’s obligations to complete the merger, including the definition of “material adverse effect”; (6) the circumstances in which the parties could terminate the merger agreement, as well as the limitation of liability in the event that the merger agreement was terminated; and (7) the interim operating covenants applicable to Alteryx prior to the closing of the merger and related exceptions for certain matters, such as employee compensation and retention and entry by Alteryx into certain new material contracts.

On December 16, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners reviewed the consortium final proposal and the decision by Sponsor L to withdraw from the transaction process and cease its consideration of an acquisition of Alteryx and the reasons provided for such decision. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement, the voting agreement and the other related transaction documents being negotiated with Clearlake and Insight. Following discussion, the Special Committee determined that Mr. Warmenhoven should speak with Mr. Stoecker to inform him that the Special Committee was likely to recommend to the Alteryx Board that the Alteryx Board accept the consortium final proposal. Messrs. Warmenhoven and Stoecker discussed this matter on December 17, 2023, and Mr. Stoecker confirmed his willingness to support, in his capacity as a significant stockholder of Alteryx, a potential sale of Alteryx at the valuation set forth in the final consortium proposal.

Later on December 17, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Wilson Sonsini provided an update on the negotiation of the merger agreement, the voting agreement and the other related transaction documents with Clearlake and Insight, and reviewed the key terms thereof. The representatives of Qatalyst Partners presented their financial analysis of the consortium final proposal and confirmed that Qatalyst Partners would be prepared to deliver an opinion, based on the financial analysis presented at the meeting, that the per share price set forth in the consortium final proposal would be fair, from a financial point of view, to the Alteryx stockholders if and when requested by the Alteryx Board. The Special Committee directed Wilson Sonsini to finalize the merger agreement, the voting agreement and the other related transaction documents with representatives of Clearlake and Insight.

Later on December 17, 2023, the Alteryx Board met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Messrs. Horing and Maudlin recused themselves from the meeting. The representatives of Wilson Sonsini reviewed with the members of the Alteryx Board present their fiduciary duties under Delaware law. Mr. Warmenhoven and the representatives of Qatalyst Partners updated the Alteryx Board on the status of the potential sale of Alteryx, including Sponsor L’s withdrawal from the transaction process, and described the consortium final proposal. The representatives of Qatalyst Partners presented Qatalyst Partners’ financial analysis of the merger and confirmed that Qatalyst Partners would be prepared to deliver an opinion, based on the financial analysis presented at the meeting, that the per share price would be fair, from a financial point of view, to the Alteryx stockholders if and when requested by the Alteryx Board prior to the execution of the merger agreement. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement, the voting agreement and the other related transaction documents. It was noted that no “rollover” of Mr. Stoecker’s equity interest in the proposed merger was contemplated. The representatives of Qatalyst Partners also provided the Alteryx Board with updated customary relationship disclosures, which included disclosures with respect to Clearlake and Insight. The Alteryx Board did not identify any potential or actual conflicts that would affect the ability of Qatalyst Partners to fulfill its responsibilities to the Board in rendering its opinion.

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Still later on December 17, 2023, Alteryx management and representatives of Wilson Sonsini and representatives of Clearlake and Insight finalized the forms of the merger agreement, the voting agreement and the other related transaction documents.

Early on December 18, 2023, the Special Committee met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. The representatives of Wilson Sonsini reviewed the final terms of the merger agreement, the voting agreement and the other related transaction documents. The representatives of Qatalyst Partners confirmed that Qatalyst Partners was prepared to deliver a written opinion that the per share price was fair, from a financial point of view, to the Alteryx stockholders, if and when requested by the Alteryx Board prior to the execution of the merger agreement. The Special Committee (1) determined that the merger agreement, and the transactions contemplated by the merger agreement, including the merger, were in the best interests of Alteryx and its stockholders; and (2) recommended that the Alteryx Board approve and declare advisable the merger agreement and authorize and approve Alteryx’s entry into the merger agreement (we refer to (1) and (2) as the “Special Committee approval”). The Special Committee did not determine to require the merger be approved by an affirmative majority vote of our stockholders that are disinterested with respect to the merger given that Mr. Stoecker had not entered into any arrangement or agreement with respect to a “rollover” in connection with the merger or to receive any benefits in the merger not shared by our stockholders generally.

Later on December 18, 2023, the Alteryx Board met, with Alteryx management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Messrs. Horing and Maudlin recused themselves from the meeting. Mr. Warmenhoven described the Special Committee approval. The representatives of Wilson Sonsini reviewed with the members of the Alteryx Board present their fiduciary duties under Delaware law. The representatives of Wilson Sonsini reviewed the final terms of the merger agreement, the voting agreement and the other related transaction documents. The representatives of Qatalyst Partners, after reviewing with the Alteryx Board the financial analysis of the proposed merger it previously provided to the Alteryx Board, then rendered Qatalyst Partners’ oral opinion, subsequently confirmed in writing, that, as of December 18, 2023, and based upon and subject to the various other assumptions, qualifications, limitations and other matters specified by Qatalyst Partners as set forth in the written opinion, the per share consideration of $48.25 in cash to be received by the holders of shares of our common stock (other than as specified in the merger agreement) pursuant to, and in accordance with, the terms of the merger agreement was fair from a financial point of view to such holders of shares of our common stock, as more fully described in the section of this proxy statement captioned “—Opinion of Qatalyst Partners LP.” The Alteryx Board, after considering the factors more fully described in the section of this proxy statement captioned “—Recommendation of the Special Committee and the Alteryx Board and Reasons for the Merger,” (1) determined that the merger agreement and the other transactions contemplated by the merger agreement, including the merger, were advisable, fair to and in the best interests of Alteryx and its stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Still later on December 18, 2023, the merger agreement, the voting agreement and the other related transaction documents were executed by the relevant parties.

Still later on December 18, 2023, before the opening of trading on the NYSE, Alteryx, Clearlake and Insight jointly publicly announced the merger.

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

Recommendation of the Special Committee and the Alteryx Board

On December 18, 2023, the Special Committee: (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of Alteryx and its stockholders; and (2) recommended that the Alteryx Board approve and declare advisable the merger agreement and authorize and approve Alteryx’s entry into the merger agreement and the consummation of the transactions contemplated by the merger agreement.

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Also on December 18, 2023, the Alteryx Board: (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Alteryx and its stockholders; (2) approved the execution and delivery of the Merger Agreement by Alteryx, the performance by Alteryx of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein; (3) recommended that the stockholders of Alteryx adopt the merger agreement and approve the transactions contemplated thereby, including the merger; and (4) directed that the adoption of the merger agreement be submitted for consideration by the stockholders of Alteryx at a meeting thereof.

The Alteryx Board recommends that you vote: (1) “FOR” the proposal to adopt the merger agreement; (2) “FOR” the compensation that will or may become payable by Alteryx to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Reasons for the Merger

In evaluating the merger agreement and the merger, the Special Committee and Alteryx Board each consulted with Alteryx management, as well as representatives of each of Wilson Sonsini and Qatalyst Partners. In recommending that our stockholders vote “FOR” the adoption of the merger agreement, the Alteryx Board considered and analyzed a number of factors, including the following (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, including the factors discussed below, the Special Committee recommended to the Alteryx Board, and the Alteryx Board concluded, that entering into the merger agreement was advisable and in the best interests of Alteryx and our stockholders.

The Special Committee and the Alteryx Board each believed that the following material factors and benefits supported its determination and recommendation:

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The Alteryx Board also considered (1) the determination of the Special Committee, which was composed of members of the Alteryx Board who were independent of Alteryx management and of Mr. Stoecker, that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, Alteryx and our stockholders; and (2) the recommendation of the Special Committee that the Alteryx Board approve and declare advisable the merger agreement and authorize and approve Alteryx’s entry into the merger agreement and consummation of the transactions contemplated by the merger agreement, including the merger.

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The Special Committee and the Alteryx Board also considered a number of uncertainties and risks and other potentially negative factors related to its recommendation, including the following:

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This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Special Committee and the Alteryx Board in its respective consideration of the merger, and such reasons and factors are not necessarily presented in order of importance. After considering these and other factors, the Special Committee and the Alteryx Board each concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In the light of the variety of factors considered by each of the Special Committee and the Alteryx Board and the complexity of these factors, neither the Special Committee nor the Alteryx Board found it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Special Committee and the Alteryx Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Special Committee and the Alteryx Board each approved the merger agreement based upon the totality of the information presented to, and considered by, the Special Committee and the Alteryx Board, respectively. The explanation of the factors and reasoning set forth above may contain forward-looking statements, which should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of Qatalyst Partners LP

The Special Committee retained Qatalyst Partners to act as financial advisor to the Special Committee and the Alteryx Board in connection with a potential transaction such as the merger and to evaluate whether the per share price of $48.25 to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Alteryx selected Qatalyst Partners to act as Alteryx’s financial advisor based on Qatalyst Partners’ extensive expertise, knowledge of the industry in which Alteryx operates and experience advising technology companies in connection with potential strategic transactions. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Alteryx Board on December 18, 2023, Qatalyst Partners rendered to the Alteryx Board its oral opinion, subsequently confirmed in writing, to the effect that, as of December 18, 2023, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders.

The full text of Qatalyst Partners’ written opinion, dated December 18, 2023, is attached to this proxy statement as Annex B and is incorporated herein by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Our stockholders should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Alteryx Board and addresses only, based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Parent or any affiliate of Parent) to such holders, and it does not address any other aspect of the merger. It does not constitute a recommendation as to how any holder of shares of our common stock should vote with respect to the merger or any other matter and does not in any manner address the price at which our common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

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In arriving at its opinion, Qatalyst Partners reviewed a draft of the merger agreement, certain related documents and certain publicly available financial statements and other business and financial information of Alteryx. Qatalyst Partners also reviewed the Financial Projections (as defined in the section of this proxy statement captioned “—Financial Projections”). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Alteryx with senior management of Alteryx. Qatalyst Partners also reviewed the historical market prices and trading activity for the Class A common stock and compared the financial performance of Alteryx and the prices and trading activity of the Class A common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Alteryx. With respect to the Financial Projections, Qatalyst Partners was advised by Alteryx management, and Qatalyst Partners assumed based on discussions with Alteryx management and the Alteryx Board, that the Financial Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Alteryx management of the future financial performance of Alteryx and other matters covered thereby. Qatalyst Partners assumed that the terms of the draft merger agreement reviewed by Qatalyst Partners would not differ materially from the final executed merger agreement, and that the merger will be consummated in accordance with the terms set forth in the merger agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Alteryx or the contemplated benefits expected to be derived in the merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Alteryx or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of Alteryx management as to the existing and future technology and products of Alteryx and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, December 18, 2023. Events occurring after December 18, 2023, may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not been asked and has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Alteryx to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Alteryx. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of (1) the amount or nature of the compensation to any of the officers, directors or employees of Alteryx or any of its affiliates, or any class of such persons, relative to such consideration; (2) the allocation of the aggregate consideration to be paid to holders between the holders of Class A common stock and the holders of Class B common stock or the relative fairness of the per share price to the holders; or (3) the voting rights associated with the Class B common stock or any governance or other rights of the holders thereof (and Qatalyst Partners has not taken any such rights into account in its analysis).

The following is a summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated December 18, 2023. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Financial Projections, described in the section of this proxy

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statement captioned “—Financial Projections.” Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for our common stock as of September 30, 2023 (which is the end of Alteryx’s most recent completed fiscal quarter and most recent publicly available balance sheet date), using mid-period convention, by:

Based on the calculations set forth above, this analysis implied a range of values for our common stock of approximately $40.21 to $75.50 per share.

Selected Companies Analysis

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Alteryx with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment based on factors including that they are publicly traded companies in similar lines of

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business to Alteryx, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of December 15, 2023 (which we refer to as the “Analyst Projections”) and using the closing prices as of December 15, 2023, for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by the estimated consensus revenue for calendar year 2024 (which we refer to as the “CY2024E Revenue Multiples”) for each of the selected companies.

The companies used in this comparison are listed below:

Based on an analysis of the CY2024E Revenue Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 3.0x to 5.5x.

Qatalyst Partners then applied this range to each of Alteryx’s estimated revenue for calendar year 2024: $1,063 million based on the Financial Projections, and $1,065 million based on the Analyst Projections. Based on the fully diluted shares of our common stock outstanding as of December 15, 2023 (calculated utilizing the same methodology as used in the section of this proxy statement captioned “—Discounted Cash Flow Analysis”) as provided by Alteryx management, this analysis implied a range of values for our common stock of approximately $33.78 to $67.89 per share based on the Financial Projections, and approximately $33.86 to $68.04 per share based on the Analyst Projections.

No company included in the selected companies analysis is identical to Alteryx. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Alteryx, such as the impact of competition on Alteryx’s business and the industry in general, industry growth and the absence of any material adverse change in Alteryx’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared 31 selected public company transactions, including transactions involving companies participating in similar lines of business to Alteryx or with similar business models, similar financial performance or other relevant or similar characteristics.

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For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (1) the implied fully diluted enterprise value of the target company as a multiple of the Analyst Projections of the next-12-months’ revenue of such target company (which we refer to as the “NTM Revenue Multiples”); and (2) the implied fully diluted enterprise value of the target company as a multiple of Analyst Projections of the next-12 months’ earnings before interest, taxes, depreciation, and amortization (which we refer to as “EBITDA”) of such target company (which we refer to as the “NTM EBITDA multiples”).

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Based on an analysis of the NTM Revenue Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 3.5x to 7.1x and then applied this range to Alteryx’s next-12 months’ revenue (calculated as the 12-month period ending September 30, 2024) based on the Analyst Projections. Based on the fully diluted shares of our common stock outstanding as of December 15, 2023 (calculated utilizing the same methodology as used in the section of this proxy statement captioned “—Discounted Cash Flow Analysis,” with the exception of assuming cash settlement of our convertible notes with an assumed make whole adjustment and cash settlement of the capped calls related to the convertible notes based on a Black-Scholes option calculation model), as provided by Alteryx management, this analysis implied a range of values for our common stock of approximately $38.31 to $85.17 per share.

Based on an analysis of the NTM EBITDA multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 15.3x to 31.8x and then applied this range to Alteryx’s estimated next-12-months’ revenue (calculated as the 12-month period ending September 30, 2024) based on the Analyst Projections. Based on the same fully diluted share count as used in the immediately preceding paragraph, this analysis implied a range of values for our common stock of approximately $23.80 to $57.70 per share.

No company or transaction utilized in the selected transactions analysis is identical to Alteryx or the merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Alteryx’s control, such as the impact of competition on Alteryx’s business or the industry generally, industry growth and the absence of any material adverse change in Alteryx’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the merger, Qatalyst Partners cautions against placing undue reliance on this information.

Miscellaneous

In connection with the review of the merger by the Special Committee and the Alteryx Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Alteryx. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Alteryx. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Parent or any affiliate of Parent), to such holders. These analyses do not purport to be appraisals or to reflect the price at which our common stock might actually trade at any time.

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Qatalyst Partners’ opinion and its presentation to the Alteryx Board was one of many factors considered by the Alteryx Board in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Alteryx Board with respect to the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of our common stock (other than Parent or any affiliate of Parent) or of whether the Alteryx Board would have been willing to agree to different consideration. The per share price payable in the merger was determined through arm’s-length negotiations between Alteryx and Parent and was approved by the Special Committee and the Alteryx Board. Qatalyst Partners provided advice to Alteryx during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Alteryx or that any specific consideration constituted the only appropriate consideration for the merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Alteryx, Parent or certain of their respective affiliates.

During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Alteryx, Parent, Clearlake or Insight pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that Qatalyst Partners has provided financial advisory services to a majority-owned portfolio company of Insight and received a financial advisory fee of $100,000 in connection with such services. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Alteryx, Parent, Clearlake, Insight and their respective affiliates for which it would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided the Special Committee with financial advisory services in connection with the merger for which it will be paid an aggregate amount currently estimated at approximately $50 million, subject to the closing of the merger, $7.5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and $150,000 of which was payable upon execution of the engagement letter. Alteryx has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Alteryx has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Financial Projections

Other than in connection with Alteryx’s regular earnings press releases and related investor materials, Alteryx does not, as a matter of course, make public its long-term future financial projections, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Alteryx management regularly prepares, and the Alteryx Board regularly evaluates, prospective financial information concerning Alteryx’s future performance as part of its long-term business and strategic planning processes. In addition, Alteryx management regularly makes and reviews with the Alteryx Board updates to its business plan, including to reflect actual results, Alteryx’s strategic initiatives and trends in Alteryx’s performance and industry.

As part of Alteryx’s exploration and evaluation of a sale of Alteryx and other strategic alternatives available to Alteryx (including continuing as an independent company), Alteryx management prepared and reviewed with the Special Committee and the Alteryx Board unaudited prospective financial information for the second half of 2023 through 2026 (which we refer to as the Alteryx long-term plan). Alteryx management also prepared and reviewed with the Special Committee an illustrative extrapolation of such unaudited prospective financial information for calendar years 2027 through 2033 (which we refer to as the “plan extrapolations”). We refer to this prospective financial information, including the plan extrapolations, as the “Financial Projections.”

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The Financial Projections were prepared for internal use and not for public disclosure and were provided by Alteryx management to the Special Committee and the Alteryx Board for the purposes of considering, analyzing and evaluating a sale of Alteryx and other strategic alternatives available to Alteryx. At the direction of the Special Committee, the Financial Projections were also provided to, and approved by the Special Committee for use by, Qatalyst Partners for purposes of performing its financial analyses in connection with rendering its opinion to the Alteryx Board. In addition, as described in the section of this proxy statement captioned “—Background of the Merger,” at the direction of the Special Committee, prospective financial information for the second half of 2023 through 2026 included in the Financial Projections were provided to, and discussed with, Clearlake and Insight and certain other potential acquirers as part of their respective due diligence review of Alteryx. For more information on the preparation and use of the Financial Projections, see the sections of this proxy statement captioned “—Background of the Merger” and “—Opinion of Qatalyst Partners.”

The Financial Projections were developed by Alteryx management as then-current estimates of Alteryx’s future financial performance as an independent company. The Financial Projections do not give effect to the merger, including (1) any impact of the negotiation or execution of the merger agreement or the merger; (2) the expenses that have already and will be incurred in connection with completing the merger; or (3) any changes to Alteryx’s operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the merger. The Financial Projections also do not consider the effect of any failure of the merger to be completed, and the Financial Projections should not be viewed as accurate or continuing in that context.

The Financial Projections constitute forward-looking statements. The Financial Projections are not included in this proxy statement to influence any decision on whether to vote in favor of the adoption of the merger agreement or any other proposal presented at the special meeting, but rather are included in this proxy statement to give stockholders access to certain non-public information that was provided to the Special Committee, the Alteryx Board, Qatalyst Partners, Clearlake and Insight (and, by extension, Parent), as applicable, for the purposes described above. By including the Financial Projections in this proxy statement, none of Alteryx, the Special Committee, the Alteryx Board, Qatalyst Partners or any of our or their respective officers, directors, advisors or other representatives or any other person has made or makes any representation to any person regarding Alteryx’s ultimate performance as compared to the information contained in the Financial Projections. The inclusion of the Financial Projections should not be regarded as an indication that Alteryx, the Special Committee, the Alteryx Board, Qatalyst Partners or any other person considered, or now considers, them to be necessarily predictive of actual future results, and such information should not be relied on as such. Further, the inclusion of the Financial Projections in this proxy statement does not constitute an admission or representation by Alteryx that the information presented is material.

The Financial Projections were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (which we refer to as “GAAP”). In addition, the Financial Projections were not prepared with a view toward compliance with published guidelines of the SEC with respect to forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Financial Projections were prepared by, and are the responsibility of, Alteryx management. Neither Alteryx’s independent registered public accounting firm, Deloitte & Touche LLP, nor any other independent accountants have compiled, examined, or performed any procedures with respect to the Financial Projections 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 Financial Projections. The report of Deloitte & Touche LLP incorporated by reference into this proxy statement relates solely to Alteryx’s previously issued financial statements. It does not extend to the Financial Projections and should not be read to do so.

Although the Financial Projections are presented with numerical specificity, they reflect numerous assumptions, estimates and uncertainties as to future events made by Alteryx management that Alteryx management believed in good faith were reasonable at the time that the Financial Projections were prepared, including as described below. Alteryx’s ability to achieve the financial results contemplated by the Financial Projections will be affected

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by our ability to achieve our strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Financial Projections are forward-looking information and are subject to many risks and uncertainties and reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Financial Projections not to be achieved can be found in the risk factors included in Alteryx’s periodic filings with the SEC. These factors are difficult to predict, and may be outside of Alteryx’s control. As a result, there can be no assurance that the Financial Projections will be realized, and our actual results may be materially better or worse than those implied by the Financial Projections. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.”

The Financial Projections may differ from publicized analyst estimates and forecasts. Stockholders should evaluate the Financial Projections, if at all, in conjunction with our historical financial statements and other information regarding Alteryx contained in our public filings with the SEC. The Financial Projections may not be comparable with our historical operating data as a result of the assumptions utilized in preparing such information. The Financial Projections do not include any updates or revisions to reflect information or results as of any date subsequent to their preparation. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Financial Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. We may have reported, and may continue to report, results of operations for periods included in the Financial Projections that were or will be completed following the preparation of the Financial Projections. Stockholders and investors are urged to refer to our periodic filings with the SEC for information on our actual historical results.

Because the Financial Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Financial Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Financial Projections are not, and should not be considered to be, a guarantee of future operating results. Further, the Financial Projections are not fact and should not be relied upon as being necessarily indicative of Alteryx’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Financial Projections are non-GAAP financial measures (which we refer to as “non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Financial Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Financial Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by the Special Committee, the Alteryx Board, Qatalyst Partners or any other person. Accordingly, no reconciliation of the financial measures included in the Financial Projections is provided in this proxy statement.

The following table summarizes the Financial Projections. Alteryx management made various estimates and assumptions when preparing the Financial Projections, including: (1) a compound annual growth rate for Revenue of 11% from 2024 through 2033 as a result of new logo growth and existing customers continuing to expand with Alteryx; (2) for the purposes of estimating revenues over the estimated periods, a gradual product mix shift from on-premise software revenue to cloud software revenue; (3) for purposes of estimating expenses

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over the estimated periods, increasing headcount and cloud hosting expenses; and (4) expected improving profitability and cash flow generation as Alteryx’s operations continue to scale over time.

Interests of Alteryx’s Directors and Executive Officers in the Merger

When considering the recommendation of the Alteryx Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. Additionally, in connection with entering into the merger agreement, on December 18, 2023, following approval by the Alteryx Board, Mr. Stoecker, as well as certain of his affiliated entities, in each case solely in their capacities as stockholders of Alteryx, entered into the voting agreement with Parent and Alteryx. The voting agreement obligates Dean Stoecker (including certain of his affiliated entities) to vote their respective shares of our common stock in favor of the adoption of the merger agreement. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the transactions contemplated by the merger agreement, including the merger; and (3) recommending that our stockholders adopt the merger agreement, the Alteryx Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described in this section.

Effective January 26, 2024, Mark Anderson resigned from his position as our chief executive officer and as a member of the Alteryx Board and ceased to be an executive officer and director of Alteryx. He continues to be one of our “named executive officers” for purposes of this proxy disclosure under SEC rules.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, directors and officers of Alteryx 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 proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Equity Awards

Treatment of Alteryx Restricted Stock Units

As of January 15, 2024, there were outstanding awards of Alteryx RSUs that cover an aggregate of 7,999,521 shares of our Class A common stock, of which (1) Alteryx RSUs covering an aggregate of 43,784 shares of our Class A

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common stock were held by non-employee directors (that is, all of our directors other than Dean Stoecker and Mark Anderson) as of January 15, 2024 and (2) Alteryx RSUs covering an aggregate of 678,482 shares of our Class A common stock were held by our executive officers, including Dean Stoecker and Mark Anderson, as of January 15, 2024.

At the effective time of the merger, each vested Alteryx RSU will be automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of our Class A common stock subject to such vested Alteryx RSU immediately prior to the effective time or the merger, multiplied by (2) the per share price, without interest and less any applicable withholding taxes.

At the effective time of the merger, each unvested Alteryx RSU will be automatically cancelled and converted into the contingent right to receive a converted cash award equal to (1) the total number of shares of our Class A common stock subject to such unvested Alteryx RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less any applicable withholding taxes. Except as otherwise provided in the merger agreement, each converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Alteryx RSU immediately prior to the effective time of the merger.

At the effective time of the merger, each outstanding performance-based Alteryx RSU that has not become eligible for vesting as of the effective time of the merger based on the actual or deemed achievement of the applicable performance-based metrics will be cancelled for no consideration or payment.

Treatment of Alteryx Options

As of January 15, 2024, there were outstanding Alteryx options to purchase an aggregate of 252,740 shares of our Class A common stock and 381,735 shares of our Class B common stock with an exercise price below the per share price, of which (1) Alteryx options to purchase an aggregate of 0 shares of our Class A common stock and 141,607 shares of our Class B common stock were held by our non-employee directors as of that date; and (2) Alteryx options to purchase an aggregate of 185,229 shares of our Class A common stock and 192,363 shares of our Class B common stock were held by our executive officers as of that date.

At the effective time of the merger, each vested Alteryx option will be automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of our Class A common stock or Class B common stock subject to the vested Alteryx option, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such vested Alteryx option, without interest and less any applicable withholding taxes.

At the effective time of the merger, each unvested Alteryx option with a per share exercise price that is less than the per share price will be automatically cancelled and converted into the contingent right to receive a converted cash award equal to (1) the total number of shares of our Class A common stock or Class B common stock subject to such unvested Alteryx option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such unvested Alteryx option, without interest and less any applicable withholding taxes. Except as otherwise provided in the merger agreement, each such converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Alteryx option immediately prior to the effective time of the merger.

Any out-of-the-money Alteryx option will be cancelled at the effective time of the merger for no consideration or payment.

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Treatment of the ESPP

With respect to our ESPP, we have taken, or will take, all actions necessary to provide that, from the date of the merger agreement:

Prior to the effective time of the merger, we will take all action that may be reasonably necessary to, effective upon the consummation of the merger:

Equity Interests of Alteryx’s Directors and Executive Officers

The following table sets forth for each person who has been an Alteryx executive officer or member of the Alteryx Board at any time since the beginning of Alteryx’s 2023 fiscal year, (1) the number of shares of our Class A common stock and Class B common stock directly or indirectly held; (2) the number of shares of our Class A common stock and Class B common stock subject to his or her in-the-money Alteryx options; and (3) the number of shares of our Class A common stock subject to his or her Alteryx RSUs, assuming the following and such additional assumptions set forth in the footnotes to the table:

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Change in Control and Severance Benefits Under Existing Relationships

Non-Employee Director Equity Awards

Pursuant to our non-employee director compensation policy, we have granted Alteryx RSUs to our non-employee directors under our Amended and Restated 2017 Equity Incentive Plan, as amended (which we refer to as our “2017 Plan”). Pursuant to the 2017 Plan and the non-employee director compensation policy, Alteryx RSUs granted to our non-employee directors will accelerate vesting upon a “corporate transaction.” The closing of the merger will be a “corporate transaction” within the meaning of our 2017 Plan and non-employee director compensation policy.

Prior to our public offering, we granted options to our non-employee directors under our Amended and Restated 2013 Stock Plan, as amended (which we refer to as our “2013 Plan”), to acquire shares of our Class B common stock. As of the date of this proxy statement, all such options are fully vested.

Executive Officer Equity Awards

We have granted Alteryx RSUs, including performance-based Alteryx RSUs, and Alteryx options to our executive officers under our 2013 Plan and 2017 Plan.

Alteryx Options

We have granted Alteryx options to certain of our executive officers that vest contingent on continued service to Alteryx over designated periods.

Upon a qualifying termination within the defined change in control period, our applicable executive officers would be entitled to full vesting of any then-unvested Alteryx options, subject to the terms and conditions of each executive officer’s severance agreement. As of the date of this proxy statement, all in-the-money options are fully vested and, at the effective time of the merger, all out-of-the-money Alteryx options (whether vested or unvested) will be cancelled. See the section of this proxy statement captioned “—Interests of Alteryx’s Directors and Executive Officers in the Merger—Severance Agreements.”

Alteryx RSU Awards and Earned Alteryx PSU Awards

We have granted Alteryx RSU awards under our 2017 Plan to certain of our executive officers that vest solely contingent on continued service to Alteryx over designated periods.

We have granted performance-based Alteryx RSU awards (which we refer to as “Alteryx PSUs”) under our 2017 Plan to certain of our executive officers that vest contingent on continued service to Alteryx over designated periods as well as the achievement of certain performance metrics.

In March 2022, we granted Alteryx PSUs under our 2017 Plan to certain of our executive officers (which we refer to as “2022 Alteryx PSUs”) that were contingent on our achievement of a designated annualized recurring revenue goal for the year ended December 31, 2022. The Compensation Committee of the Alteryx Board certified achievement of the performance goal for these 2022 Alteryx PSUs at 100 percent of target, and the 2022 Alteryx PSUs for which achievement was certified remained subject to vesting contingent on the executive officer’s continued service to Alteryx over a designated period.

Upon a qualifying termination within the defined change in control period, our executive officers would be entitled to full vesting of any then-outstanding but unvested Alteryx RSUs, and any then-outstanding but unvested Alteryx PSUs for which achievement has been certified, subject to the terms of each executive officer’s severance agreement, as described in further detail in the section of this proxy statement captioned “—Interests of Alteryx’s Directors and Executive Officers in the Merger—Severance Agreements.”

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Fiscal 2023 Alteryx PSU Awards

In March 2023, we granted Alteryx PSUs under our 2017 Plan to certain of our executive officers (which we refer to as the “2023 Alteryx PSUs”). Our 2023 Alteryx PSUs include two performance metrics: annualized recurring revenue and non-GAAP operating margin, measured in each case over the period from January 1, 2023 to December 31, 2023. We expect that certification of these 2023 Alteryx PSUs will take place in February 2024. Upon certification of achievement for each metric by the Compensation Committee of the Alteryx Board, any achieved 2023 Alteryx PSUs will vest 33 percent on the first designated quarterly vesting date on or following certification and 1/12^th of the achieved 2023 Alteryx PSUs will vest quarterly thereafter.

Upon a qualifying termination within the defined change in control period, our executive officers would be entitled to full vesting of any then-outstanding but unvested 2023 Alteryx PSUs for which achievement has been certified, subject to the terms of each executive officer’s severance agreement, as described in further detail in the section of this proxy statement captioned “—Interests of Alteryx’s Directors and Executive Officers in the Merger—Severance Agreements.”

Stockholder Alignment Alteryx PSU Awards

In March 2022, we granted Stockholder Alignment Alteryx PSUs under our 2017 Plan to certain of our executive officers that included certain stock price targets (which we refer to as the “Stockholder Alignment Alteryx PSUs”). These Stockholder Alignment Alteryx PSUs are 100 percent market-based and represent the right to earn and vest in shares of our Class A common stock based on our attainment of designated goals for our 60-day volume weighted average stock price ranging from $90 to $240 over a seven-year period. Under the terms of the agreements governing these awards, if a change in control occurs during the performance period, vesting is to be determined as of the closing date of that change in control, by measuring achievement of the stock price targets based on the price per share of our Class A common stock to be paid in the change in control. As of the date of this proxy statement, none of the stock price targets for these Stockholder Alignment Alteryx PSUs have been attained. Because the price per share is less than $90, the lowest stock price target, we expect that none of these Stockholder Alignment Alteryx PSUs will be earned, and all of them will be forfeited upon the closing of the merger.

Severance Agreements

We are party to a severance agreement with each of our executive officers. Under these severance agreements in effect on January 15, 2024, if we terminate an executive officer’s employment other than for cause, death or disability or the executive officer resigns for good reason, as such terms are defined in the severance agreement, during the period from three months prior to until 12 months following a change in control, as defined in the severance agreements, with such period being referred to as the “change in control period,” such executive officer will be eligible to receive the following severance benefits, less applicable tax withholdings:

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To receive the severance benefits upon a qualifying termination, whether or not in connection with a change in control, an executive officer must sign and not revoke our standard separation agreement and release of claims within the timeframe set forth in the severance agreement.

If any of the payments provided for under a severance agreement or otherwise payable to an executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then the executive officer would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.

Effective January 26, 2024, Mr. Anderson, resigned from his role as our chief executive officer. This resignation did not amount to a qualifying termination under Mr. Anderson’s severance agreement, meaning that no amounts are payable to Mr. Anderson under that agreement in connection with his resignation. The severance agreements for our other executive officers remain in effect as of the date of this proxy statement.

Golden Parachute Compensation

The following table sets forth the information required by Item 402(t) of Regulation S-K for each of Alteryx’s named executive officers regarding certain compensation that is based on, or that otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Alteryx’s named executive officers. Alteryx’s “named executive officers” for purposes of the disclosure in this proxy statement are Mark Anderson, Kevin Rubin, Paula Hansen, Suresh Vittal and Christopher Lal. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “—Interests of Alteryx’s Directors and Executive Officers in the Merger—Treatment of Equity Awards” and “—Interests of Alteryx’s Directors and Executive Officers in the Merger—Severance Agreements.”

Effective January 26, 2024, Mr. Anderson, resigned from his role as our chief executive officer. This resignation did not amount to a qualifying termination under Mr. Anderson’s severance agreement, meaning that no amounts will be payable to Mr. Anderson under that agreement in connection with his resignation. The figures in the following table and footnotes are based on the assumption that the effective time of the merger occurred on January 15, 2024 (which date was prior to Mr. Anderson’s resignation), so the figures do not take Mr. Anderson’s resignation into account.

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table:

The amounts reported below are estimates based on these and other assumptions that may or may not actually occur or be accurate on the date the merger actually closes. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below. Alteryx’s named executive officers will not receive pension, non-qualified deferred compensation or tax reimbursements in

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connection with the merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of our common stock have been calculated based on the per share price.

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Employment Arrangements Following the Merger

No acquisition proposal submitted as part of the strategic review process described in this proxy statement contemplated specific roles or compensation arrangements for any officer or employee. As of the date of this proxy statement, none of Alteryx’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Parent or Merger Sub; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Parent or Merger Sub to be effective following the consummation of the merger. However, prior to the effective time of the merger, Parent or Merger Sub may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Alteryx’s employees to be effective as of the effective time of the merger.

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Closing and Effective Time of the Merger

The closing of the merger will take place (1) on a date that is agreed upon by Alteryx, Parent and Merger Sub, but no later than the third business day after the last condition is satisfied or waived (depending on the last condition to be satisfied or waived and excluding conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of each of such conditions) (as further described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”); or (2) at such other time agreed to by Alteryx, Parent and Merger Sub. At the closing, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance of such certificate of merger, or at a later time agreed to in writing by the parties and specified in such certificate of merger in accordance with the DGCL.

Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of our capital stock) who do not vote in favor of the adoption of the merger agreement, who properly demand an appraisal of their shares, who continuously hold of record or beneficially own their shares through the effective time of the merger, who otherwise comply with the procedures of Section 262 of the DGCL and who do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the merger under Section 262 of the DGCL (which we refer to as “Section 262”). Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, all references in Section 262 and in this summary to the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders exercise their appraisal rights under Section 262. STOCKHOLDERS SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW.

Under Section 262, if the merger is completed, holders of record of shares of our common stock or beneficial owners who (1) submit a written demand for appraisal of such stockholder’s shares of our common stock to Alteryx prior to the vote on the adoption of the merger agreement; (2) do not vote, in person or by proxy, in favor of the adoption of the merger agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective time of the merger; and (4) otherwise comply with the procedures and satisfy certain ownership thresholds set forth in Section 262 may be entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, for the “fair value” of their shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing of the merger, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (1) the total number of shares of the class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with subsection (g) of Section 262; or

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(2) the value of the merger consideration in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Given that the shares of our Class A common stock are listed on the New York Stock Exchange (and assuming such shares remain so listed up until the closing of the merger), then the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of our Class A common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is satisfied.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Alteryx’s notice to our stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any holder of shares of our common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the per share price described in the merger agreement without interest and less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock, Alteryx believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights with respect to the shares of our Class A common stock unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain.

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Filing Written Demand

A person wishing to exercise appraisal rights must deliver to Alteryx, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must hold, beneficially or of record, the shares on the date the written demand for appraisal is made and must continue to hold the shares through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement. A proxy or vote against the adoption of the merger agreement will not constitute a demand. A person’s failure to make the written demand prior to the taking of the vote on the adoption of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform Alteryx of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the Verified List (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Alteryx, Inc.

17200 Laguna Canyon Road