MNTV Momentive Global Inc

Filed by a Party other than the Registrant  ☐

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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 Momentive Global Inc. (which we refer to as “Momentive”). The special meeting will be held on May 31, 2023, at 9:00 a.m., Pacific time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/MNTV2023SM. 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 Momentive’s 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, supplemented or otherwise modified from time to time), dated March 13, 2023 (which we refer to as the “merger agreement”), between Mercury Bidco LLC, a Delaware limited liability company (which we refer to as “Parent”), Mercury Merger Sub, Inc., a Delaware corporation (which we refer to as “Merger Sub”), and Momentive. Parent and Merger Sub are entities formed by an investment consortium led by STG Partners, LLC (which we refer to as “STG”), a private equity firm focused on investing in customer-centric software and analytics companies. We refer to the merger of Merger Sub (a wholly owned subsidiary of Parent) with and into Momentive 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 Momentive to its 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.

If the merger is completed, you will be entitled to receive $9.46 in cash, without interest and subject to any applicable withholding taxes, for each share of Momentive common stock that you own (unless you have properly exercised your appraisal rights). This amount represents a premium of approximately 28 percent to the volume weighted average closing price of Momentive stock for the 10 trading days ending on March 13, 2023, the date the merger agreement was executed, and a 46 percent premium to the company’s closing stock price on the day prior to media rumors regarding a potential sale on October 19, 2022.

Momentive’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that the merger agreement, and the other transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Momentive and its stockholders; and (2) adopted and approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement in all respects.

Momentive’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; (2) “FOR” the compensation that will or may become payable by Momentive to its 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 Momentive’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the 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 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 and will have the same effect as a vote against the adoption of 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 a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of 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:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

The accompanying proxy statement is dated April 27, 2023, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about April 27, 2023.

is taken on 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. 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: 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 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 and will have the same effect as a vote against the adoption of 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 a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

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 a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of 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 by virtual ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote “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. 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 Momentive’s proxy solicitor:

 

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

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 and related agreements and transactions, 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 Momentive common stock without attending the special meeting and to ensure that your shares of Momentive 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.

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 “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 a majority of the voting power of the shares of Momentive common stock present in person or represented by proxy at the special meeting and entitled to vote on 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

Momentive to Momentive’s 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 have the same effect as a vote “AGAINST” these proposals.

Then, even if you expect 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), so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker, or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

In specified circumstances in which the merger agreement is terminated, Momentive has agreed to pay Parent (or its designee) a termination fee. In specified circumstances in which the merger agreement is terminated, Parent has agreed to pay Momentive a reverse termination fee, the payment of which has been guaranteed by the Guarantors.

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

Accordingly, if the merger agreement is adopted by Momentive’s stockholders and the merger is consummated, the compensation that will or may become payable by Momentive to Momentive’s named executive officers in connection with the merger will or may be paid to Momentive’s named executive officers even if Momentive’s 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 Momentive common stock held in “street name.” If you are a beneficial owner of shares of Momentive 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.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Momentive 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 Momentive 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 Momentive 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 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.

If you hold your shares of Momentive 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

Momentive Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Momentive to Momentive’s 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 you hold your shares of Momentive common stock in book-entry form, you will not receive a letter of transmittal. Instead, the payment agent will pay you the appropriate portion of the merger consideration upon receipt of a customary “agent’s message” and in accordance with the reasonable terms and conditions as the payment agent may impose.

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.

cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require such U.S. holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. holder in the merger and such U.S. holder’s adjusted tax basis in the shares of Momentive common stock surrendered in the merger.

A Non-U.S. holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Momentive 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.

Because particular circumstances may differ, we recommend that you consult your 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 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.”

Momentive and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on March 24, 2023. The applicable waiting period under the HSR Act expired at 11:59 p.m., California time on April 24, 2023.

In addition, Parent, in coordination and consultation with Momentive, submitted the specified foreign direct investment filing in Italy on April 20, 2023 and may submit additional foreign direct investment filings under certain circumstances.

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 (x) 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 (y) 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. 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 this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, 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.

 

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

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 Momentive’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, which 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 Momentive’s strategy, goals, future focus areas, and the value of the proposed transaction to Momentive’s stockholders. These forward-looking statements are based on Momentive’s management’s beliefs and assumptions and on information currently available to management. 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,” or “continue” or similar expressions and the negatives of those terms. These forward-looking statements involve risks and uncertainties, including statements regarding: the merger, including the expected timing of the closing of the merger; considerations taken into account by the Momentive Board in approving the merger; and expectations for Momentive following the closing of the merger.

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

All forward-looking statements contained or referred to in this proxy statement are based on information available to Momentive as of the date of this proxy statement, and Momentive does 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. Momentive expressly qualifies in their entirety all forward-looking statements attributable to either Momentive or any person acting on Momentive’s behalf by the cautionary statements contained or referred to in this proxy statement.

We will hold the special meeting on May 31, 2023, at 9:00 a.m., Pacific time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/MNTV2023SM. 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 Momentive’s 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.

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Momentive to Momentive’s named executive officers in connection with the merger; and (3) adjourn the special meeting 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 special meeting will begin at 9:00 a.m., Pacific time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the 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 www.virtualshareholdermeeting.com/MNTV2023SM. 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). 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.

Only Momentive’s stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available for inspection by stockholders for any purpose germane to the special meeting at Momentive’s corporate offices located at One Curiosity Way, San Mateo, California 94403, during regular business hours for a period of ten days ending on the day before the date of the special meeting. You will need the control number included on your proxy card or otherwise provided by your bank, broker, or other nominee to access the stockholder list during the special meeting.

As of the record date, there were 150,689,947 shares of Momentive common stock issued and outstanding and entitled to vote at the special meeting. Each share of Momentive common stock issued and outstanding as of the close of business on the record date is entitled to one vote per share on each matter properly submitted for a vote at the special meeting.

The holders of a majority of the voting power of the capital stock of Momentive issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the special meeting.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Momentive common stock as of the record date and entitled to vote on the proposal. Adoption of the merger agreement by Momentive’s 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 Momentive to Momentive’s named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of the shares of Momentive common stock present in person or represented by proxy at the special meeting and entitled to vote on 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 a majority of the voting power of the shares of Momentive common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Momentive to Momentive’s named executive officers in connection with the merger; and (3) “AGAINST” any proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

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 Momentive to Momentive’s 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.

As of the record date, Momentive’s directors, in their capacities as Momentive stockholders, beneficially owned and were entitled to vote, in the aggregate, 18,789,281 shares of Momentive common stock, representing approximately 12.47 percent of the number of issued and outstanding shares of Momentive common stock as of the record date.

As of the date of this proxy statement, Momentive has not been informed that any of Momentive’s directors intend to vote all of their shares of Momentive common stock other than: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Momentive to its 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. Subject to certain exceptions, all of these individuals are contractually obligated to vote in favor of the adoption of the merger agreement pursuant to the terms and conditions of certain voting agreements 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 Agreements.”

If your shares are registered in your name with Momentive’s transfer agent, Computershare Trust Company, N.A., 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” must also provide a “legal proxy” from their bank or broker 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” adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Momentive to Momentive’s 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 Momentive to Momentive’s 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.

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:

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 Momentive 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, will allow Momentive’s 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.

The Momentive Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Momentive Board and Reasons for the Merger,” has unanimously: (1) determined that the merger agreement, and the other transactions contemplated by the

merger agreement, including the merger are advisable, fair to and in the best interests of Momentive and its stockholders; and (2) adopted and approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement in all respects.

The Momentive Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; (2) “FOR” the compensation that will or may become payable by Momentive to Momentive’s 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.

In addition to the proposals to (1) adopt the merger agreement; and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Momentive to Momentive’s named executive officers in connection with the merger, Momentive’s 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 the stockholders entitled to vote at the special meeting, 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 place, if any, date or time, even if a quorum is present. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, Momentive’s stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

The expense of soliciting proxies will be borne by Momentive. We have retained Innisfree M&A Incorporated, 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 $35,000.00, plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on Momentive’s behalf. In addition, we may reimburse banks, brokers, and other nominees representing beneficial owners of shares of Momentive’s common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by Momentive’s directors, officers, and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

We currently expect to complete the merger in the second or third quarter of 2023. 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 Momentive’s control.

If the merger is consummated, Momentive’s stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold their shares through the effective time of the merger; (3) properly perfect appraisal of their 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 Momentive 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 time 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 time 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 (x) 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 (y) 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 their 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.

To exercise appraisal rights, the stockholder of record or a beneficial owner must (1) submit a written demand for appraisal to Momentive before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of Momentive common stock through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Momentive unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 of the DGCL 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. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. If you hold your shares of Momentive common stock through a bank, broker, or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker, or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker, or other nominee.

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 Momentive’s disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact Momentive’s Chief Legal Officer & Secretary using the contact method above, if you hold registered shares.

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 Momentive common stock, please contact Momentive’s proxy solicitor at:

 

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

Banks and Brokers may call collect: (212) 750-5833

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.

Momentive Global Inc.

Momentive, maker of SurveyMonkey, empowers people with the insights they need to make business decisions with speed and confidence. Momentive’s fast, intuitive experience and insights management solutions connect millions of users at more than 330,000 organizations worldwide with AI-powered technology and up-to-the-minute insights, so they can shape what’s next for their products, industries, customers, employees, and the market. Ultimately, Momentive’s vision is to raise the bar for human experiences by amplifying individual voices. Learn more at momentive.ai.

Momentive common stock is listed on the Nasdaq under the symbol “MNTV.”

Mercury Bidco LLC

Parent was formed on March 10, 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.

Mercury Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed on March 10, 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 Momentive will continue as the surviving corporation.

Upon 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 Momentive; (2) the separate corporate existence of Merger Sub will cease; and (3) Momentive will continue as the surviving corporation of the merger and a wholly owned subsidiary of Parent.

As a result of the merger, Momentive will cease to be a publicly traded company, Momentive common stock will be delisted from the Nasdaq and deregistered under the Exchange Act, and Momentive will no longer file periodic reports 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).

If the merger agreement is not adopted by Momentive’s stockholders, or if the merger is not completed for any other reason, Momentive’s stockholders will not receive any payment for their shares of Momentive common stock in connection with the merger. Instead, (1) Momentive will remain an independent public company; (2) Momentive common stock will continue to be listed and traded on the Nasdaq 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) Momentive’s management will continue to operate the business as it is currently being operated; and (B) Momentive’s 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 Momentive 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, there can be no assurance as to the price at which Momentive common stock may trade, and the price of Momentive common stock could decline significantly.

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

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

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

At or prior to the closing, Parent will deposit (or cause to be deposited) with the payment agent an amount of cash that is sufficient in the aggregate to pay the aggregate merger consideration to Momentive’s stockholders. Once a stockholder has provided the payment agent with his, her, or its stock certificates for cancellation (or an affidavit of loss in lieu of a stock certificate) and appropriate letter of transmittal or customary agent’s message with respect to book-entry shares, in accordance with the reasonable terms and conditions as the payment agent may impose, then the payment agent will pay the stockholder his, her, or its applicable portion of the aggregate merger consideration payable to Momentive’s stockholders. 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 Momentive’s stockholders will have the right to receive the per share price for each share of Momentive 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 Momentive stockholder (except that Momentive’s 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”).

The Momentive Board established a strategic committee of the Momentive Board (which we refer to as the “Strategic Committee”) on August 12, 2021 to oversee the exploration and evaluation of potential strategic alternatives available to Momentive. The Strategic Committee was formed in light of (1) the potentially significant workload that could be involved in evaluating potential strategic alternatives; (2) the possibility that Momentive management may need feedback and direction on relatively short notice; and (3) the benefits and convenience of having a subset of directors oversee and direct the process of considering potential strategic alternatives. The Momentive Board authorized and instructed the Strategic Committee, among other things, to (1) oversee and provide assistance to Momentive management and Momentive’s advisors with respect to the exploration, evaluation, consideration, review and negotiation of the terms and conditions of any potential strategic alternative, including a possible sale of Momentive; (2) take such other actions with respect to any strategic alternative as the Strategic Committee deemed necessary, appropriate or advisable; and (3) recommend to the Momentive Board the actions, if any, that should be taken by Momentive with respect to any strategic alternative or transaction. The Momentive Board retained the power and authority to approve the final decision on pursuing a strategic alternative, including a sale of Momentive, and the entry by Momentive into a definitive agreement providing for a sale transaction was not conditioned on any specific recommendation by the Strategic Committee. It was also understood that the Momentive Board would continue to have an active role in the consideration of potential strategic alternatives. The Momentive Board did not provide for the payment of any compensation to the members of the Strategic Committee in consideration of their service on the Strategic Committee. The Momentive Board also delegated to the Strategic Committee the authority to engage, on behalf of Momentive, one or more financial advisors to assist in connection with these matters. Upon formation, the Strategic Committee was initially composed of Sue Decker, as chair of the Strategic Committee, David Ebersman and Brad Smith.

On October 28, 2021, Momentive entered into a merger agreement with Zendesk, Inc. (which we refer to as “Zendesk”) providing for the acquisition of Momentive by Zendesk (which we refer to as the “Zendesk merger agreement”) in a stock-for-stock transaction. The entry by Momentive into the Zendesk merger agreement was the result of a process conducted by Momentive and overseen by the Momentive Board and the Strategic Committee to solicit interest regarding a strategic transaction involving Momentive from a number of potential strategic acquirors and financial sponsors (the “2021 solicitation process”). Additional information regarding the 2021 solicitation process and the Zendesk merger agreement was publicly disclosed by Momentive in the definitive proxy statement filed by Momentive on January 7, 2022 with the SEC in connection with Momentive’s solicitation of proxies from Momentive stockholders to adopt the Zendesk merger agreement, and the other documents filed by Momentive with the SEC. The terms used in this proxy statement to refer to counterparties with which Momentive engaged do not correspond to terms used to refer to the counterparties that participated in the 2021 solicitation process as described in the definitive proxy statement filed by Momentive on January 7, 2022. Momentive common stock closed trading at a price of $20.61 on October 6, 2021, the day prior to media reports that Momentive was exploring options, including a potential sale after receiving takeover interest. Momentive common stock closed trading at a price of $24.92 per share on October 28, 2021, prior to the announcement of Momentive’s entry into the Zendesk merger agreement following the close of trading on October 28, 2021, and closed trading at $22.92 per share on October 29, 2022, the first trading day after the announcement of Momentive’s entry into the Zendesk merger agreement.

On February 25, 2022, Zendesk terminated the Zendesk merger agreement after Zendesk’s stockholders failed to approve the issuance of shares of Zendesk common stock to Momentive stockholders as consideration in connection with the acquisition. Momentive common stock closed trading at a price of $15.72 per share on February 28, 2022, the first trading day after the announcement of the termination of the Zendesk merger agreement.

As described below, following the termination of the Zendesk merger agreement, the Momentive Board and the Strategic Committee continued to consider and explore, from time to time, various potential strategic alternatives for Momentive, including, among others, (1) the continued execution of Momentive’s standalone business plan, with Momentive remaining an independent entity; (2) new business and product initiatives, operational adjustments, cost-cutting initiatives and other revisions to Momentive’s business plan; (3) return of capital to Momentive stockholders, including through a share buyback program; and (4) business combinations and other financial and strategic alternatives, including a possible sale of Momentive.

On February 25, 2022, Momentive’s engagement letters with each of Allen & Company LLC (which we refer to as “Allen & Company”) and J.P. Morgan Securities LLC (which we refer to as “J.P. Morgan”), Momentive’s financial advisors in connection with the 2021 solicitation process, expired pursuant to their terms.

On February 28, 2022, Momentive announced the execution of a letter agreement with Legion Partners and certain related persons and entities, pursuant to which, among other things, Sagar Gupta, Senior Analyst and Head of Technology, Media and Telecommunications Investing at Legion Partners, was appointed to the Momentive Board and to the Strategic Committee. On February 28, 2022, Mr. Smith stepped down as a director of Momentive and member of Strategic Committee. Following the appointment of Mr. Gupta to the Momentive Board, the Strategic Committee was composed of Ms. Decker, Mr. Ebersman and Mr. Gupta. From time to time prior to and following the termination of the Zendesk merger agreement, certain Momentive stockholders contacted Momentive regarding governance, leadership and other strategic and operational matters at Momentive, and Momentive management and directors would seek to engage in discussions with these parties as appropriate.

The Strategic Committee met in March 2022 following the termination of the Zendesk merger agreement to review the 2021 solicitation process and discuss other strategic alternatives available to Momentive. The Strategic Committee considered whether to engage one or more additional financial advisors in connection with the continued exploration and evaluation of potential strategic alternatives available to Momentive. The Strategic Committee met with several potential advisors to consider their candidacy for this role.

In addition, from time to time following the termination of the Zendesk merger agreement, representatives of certain financial sponsors that had participated in the 2021 solicitation process contacted Zander Lurie, Momentive’s chief executive officer, to discuss Momentive’s business. Two such financial sponsors, which we refer to as “Financial Sponsor A” and “Financial Sponsor B” indicated to Mr. Lurie a non-specific interest in continuing discussions with respect to a potential strategic transaction involving Momentive. Mr. Lurie would update the Strategic Committee with respect to these outreaches.

On March 25, 2022, the Strategic Committee met with members of Momentive management and representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Momentive’s outside counsel (which we refer to as “Wilson Sonsini”), in attendance. At the Strategic Committee’s invitation, representatives of Qatalyst Partners attended a portion of the meeting to present to the Strategic Committee their qualifications and experience acting as financial advisor to companies in Momentive’s industry, as well as their preliminary views on Momentive’s financial profile and its strategic alternatives. After representatives of Qatalyst Partners left the meeting, Mr. Lurie discussed the outreaches by Financial Sponsor A and Financial Sponsor B. The Strategic Committee also met in executive session, without Momentive management in attendance, to discuss these matters. The Strategic Committee, in executive session, considered the qualifications and expertise of Qatalyst Partners and other various potential advisors to act as financial advisor to Momentive, and requested that Qatalyst Partners submit a proposal with respect to the terms of an engagement by Momentive. Qatalyst Partners provided an initial draft of an engagement letter with respect to the engagement on March 29, 2022.

On March 28, 2022, Financial Sponsor A delivered a written, non-binding indication of interest to the Momentive Board expressing its interest in acquiring Momentive at an unspecified market premium to the then-current market price of Momentive common stock. Momentive had previously entered into a confidentiality agreement with Financial Sponsor A as part of the 2021 solicitation process, which remained in effect. On that day, Momentive common stock closed trading at a price of $16.96 per share.

On April 1, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Members of Momentive management presented a draft long-range plan for Momentive, which reflected updates to the long-range plan for Momentive previously approved by the Momentive Board prior to the execution of the Zendesk merger agreement to reflect recent trends and headwinds in Momentive’s business and Momentive management’s expectations for deteriorations in Momentive’s prospective operational and financial performance, including as a result of the adverse impact of the pendency and termination of the acquisition by Zendesk on Momentive’s operations and hiring and retention of employees. The Strategic Committee discussed the plan, and requested that Momentive management present the draft plan to the Momentive

Board at a subsequently scheduled meeting to obtain the views and feedback of the Momentive directors on the draft plan. The Strategic Committee reviewed with Mr. Lurie and representatives of Qatalyst Partners the non-binding indication of interest received from Financial Sponsor A, and discussed whether and how Momentive should respond. The Strategic Committee also discussed the possibility of initiating another process to solicit interest regarding a strategic transaction involving Momentive from potential counterparties at that time and other strategic alternatives available to Momentive, including continuing to execute Momentive’s standalone business plan. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

On April 6, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners presented a preliminary financial overview of Momentive and certain market perspectives on Momentive. The Strategic Committee discussed the possibility of engaging in discussions with Financial Sponsor A in response to its indication of interest, as well as commencing a broader outreach to additional counterparties to solicit interest regarding a strategic transaction involving Momentive at that time. The Strategic Committee also discussed the potential risks of engaging with Financial Sponsor A and of an outreach to additional counterparties, including potential public disclosure leaks, Momentive management and employee distraction, and adverse impacts on Momentive’s business and employee morale, particularly if a transaction was not ultimately consummated. In this regard, the Strategic Committee noted that the adverse impacts would be heightened due to the recent termination of the Zendesk merger agreement, and the increase in the likelihood of those risks if Momentive were to engage extensively with Financial Sponsor A or engage in a broader private or public process. The Strategic Committee determined to recommend to the Momentive Board that Momentive engage with Financial Sponsor A to understand whether it would, following access to Momentive management and non-public information, be in a position to quickly submit a more specific acquisition proposal. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance. In executive session, representatives of Wilson Sonsini provided an update on the negotiation of the terms of Qatalyst Partners’ engagement. The Strategic Committee approved the engagement of Qatalyst Partners to serve as financial advisor to Momentive consistent with the terms discussed at the meeting and directed Momentive management and Wilson Sonsini to finalize the engagement. The Strategic Committee noted Qatalyst Partners’ extensive expertise, knowledge of the industry in which Momentive operates and experience advising technology companies in connection with potential strategic transactions. The Momentive Board also received and reviewed from Qatalyst Partners a conflict disclosure letter, from which the Momentive Board did not identify matters that would limit Qatalyst Partners’ ability to fulfill its responsibilities as financial advisor to Momentive. On April 8, 2022, Momentive entered into an engagement letter with Qatalyst Partners to act as Momentive’s financial advisor in connection with the continued exploration and evaluation of potential strategic alternatives.

Also on April 8, 2022, the Momentive Board met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Members of Momentive management presented a draft long-range plan for Momentive previously presented to the Strategic Committee, including updates to reflect recent trends and headwinds in Momentive’s business and Momentive management’s expectations for deteriorations in Momentive’s prospective operational and financial performance, including as a result of the adverse impact of the pendency and termination of the acquisition by Zendesk on Momentive’s operations and hiring and retention of employees. Following discussion, the Momentive Board approved the long-range plan presented at the meeting, including the unaudited prospective financial information for fiscal years 2022 through 2026 included in the updated long-range plan (which we refer to as the “April 2022 long-range plan”). Additional information about the preparation and substance of the April 2022 long-range plan is contained in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.”. The Momentive Board reviewed the non-binding indication of interest received from Financial Sponsor A. The Momentive Board considered the possibility of engaging in discussions with Financial Sponsor A, as well as commencing a broader outreach at that time to additional financial sponsors and potential strategic acquirors to solicit interest regarding a strategic transaction involving Momentive. The Momentive Board also discussed the potential risks of engaging with Financial Sponsor A and of an outreach to additional counterparties, including adverse impacts on Momentive’s business and employee morale, particularly if a transaction was not ultimately

consummated. In this regard, the Strategic Committee noted that the adverse impacts would be heightened due to the recent termination of the Zendesk merger agreement, and the increase in the likelihood of those risks if Momentive were to engage extensively with Financial Sponsor A or engage in a broader private or public process. The Strategic Committee delivered its recommendation that Momentive engage with Financial Sponsor A, allowing access to Momentive management and non-public information, to understand whether it would be in a position to quickly submit a more specific acquisition proposal. Following discussion, the Momentive Board authorized engaging with Financial Sponsor A and providing due diligence information, including Momentive’s updated long-range plan, to Financial Sponsor A in order to understand whether it would submit a more specific acquisition proposal. The Momentive Board also determined not to initiate a broader outreach process at this time.

On April 18, 2022, representatives of Qatalyst Partners provided a summary of the April 2022 long-range plan to representatives of Financial Sponsor A in accordance with the Momentive Board’s instructions.

On April 19, 2022, members of Momentive management and representatives of Qatalyst Partners met with representatives of Financial Sponsor A to provide due diligence information regarding Momentive’s business.

On April 20, 2022, a member of the Momentive Board received an unsolicited inbound inquiry from a potential strategic counterparty (which we refer to as “Strategic A”) about the possibility of a potential combination.

On April 22, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with Financial Sponsor A and reviewed the inquiry received from Strategic A. The Strategic Committee discussed with Qatalyst Partners considerations with respect to Strategic A’s ability to finance and consummate an acquisition of Momentive. Following the discussion, the Strategic Committee determined that Strategic A would not be in a position to acquire Momentive on the basis of these considerations and declined to engage in discussions with Strategic A. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and discussed Momentive’s business and strategic alternatives available to Momentive.

On April 25, 2022, representatives of Financial Sponsor A contacted Mr. Ebersman and communicated to him that they would not be able to submit a proposal with respect to an acquisition of Momentive that they believed the Momentive Board would find acceptable. Separately, representatives of Financial Sponsor A communicated to representatives of Qatalyst Partners that they believed Financial Sponsor A could propose an acquisition of Momentive potentially at a price in cash of up to $20.00 per share of Momentive common stock, but not more. Financial Sponsor A did not make a formal acquisition proposal to Momentive. On that day, Momentive common stock closed trading at a price of $17.63 per share.

On April 27, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with Financial Sponsor A. In addition, representatives of Qatalyst Partners presented a preliminary financial overview of Momentive and certain market perspectives on Momentive, as well as an analysis of Financial Sponsor A’s ability to pay a higher price per share in an acquisition of Momentive. The Strategic Committee discussed the likelihood of reaching an agreement with Financial Sponsor A with respect to an acquisition of Momentive at a price of $20.00 per share and the risks of pursuing such a transaction if it were not ultimately consummated, including adverse impacts on Momentive’s business and employee morale. Members of Momentive management provided an update on Momentive’s business performance. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters. Following discussion, the Strategic Committee approved continuing to engage with Financial Sponsor A to determine whether it would submit an acquisition proposal at a price of $20.00 per share of Momentive common stock.

On April 28, 2022, representatives of Qatalyst Partners communicated to representatives of Financial Sponsor A that Momentive would be willing to continue to engage in discussions with Financial Sponsor A regarding a potential acquisition. Representatives of Qatalyst Partners, in accordance with the direction of the Strategic Committee, noted that the Momentive Board might be receptive to an acquisition proposal at a price of at least $20.00 per share. Representatives of Financial Sponsor A indicated their belief that there was

a “50-50” possibility that they would be in a position to acquire Momentive at a price of $20.00 per share. Following the discussion, representatives of Financial Sponsor A requested additional due diligence information to support an acquisition proposal at that level. On that day, Momentive common stock closed trading at a price of $16.30 per share.

On May 6, 2022, the Strategic Committee met, with members of Momentive management and representatives of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with Financial Sponsor A, including the due diligence information requested by Financial Sponsor A. The Strategic Committee authorized Momentive management to provide the requested due diligence information.

On May 9, 2022, Momentive provided Financial Sponsor A with access to a virtual data room to share the requested due diligence information.

On May 16, 2022, representatives of Financial Sponsor A communicated to representatives of Qatalyst Partners that, based on trends in Momentive’s business and in the market environment, it could not support an acquisition of Momentive at a price of $20.00 per share nor could they provide an acquisition proposal at an alternative price at that time. The representatives of Financial Sponsor A noted that they continue to be admirers of the business and hoped to be able to re-visit the opportunity once the market and business trends stabilize. Representatives of Qatalyst Partners informed the members of the Strategic Committee of Financial Sponsor A’s communication. On that day, Momentive common stock closed trading at a price of $12.09 per share.

On May 20, 2022, the Momentive Board met with members of Momentive management and with representatives of Wilson Sonsini and Qatalyst Partners in attendance. Ms. Decker provided an update on Momentive’s discussions with Financial Sponsor A, including its communication that it could not support an acquisition of Momentive at a price of $20.00 per share of Momentive common stock nor could it provide an acquisition proposal at an alternative price at that time, but that representatives of Financial Sponsor A had noted that they continue to be admirers of the business and hoped to be able to re-visit the opportunity once the market and business trends stabilize. The Momentive Board considered the possibility of commencing a broader outreach to additional financial sponsors and potential strategic acquirors to solicit interest regarding a strategic transaction involving Momentive. The Momentive Board also met in executive session, without Momentive management in attendance, and continued to discuss strategic alternatives available to Momentive.

On May 26, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with Financial Sponsor A. In addition, representatives of Qatalyst Partners presented certain market perspectives on Momentive and a review of recent disruptions in Momentive’s industry and the broader technology sector. The Strategic Committee discussed the possibility of commencing a broader outreach to additional financial sponsors and potential strategic acquirors to solicit interest regarding a strategic transaction involving Momentive. The Strategic Committee noted that Financial Sponsor A had not submitted an acquisition proposal, the headwinds and trends in Momentive’s industry and business, and the volatility in the price of Momentive common stock and companies in the technology sector generally that would make an agreement on a potential acquisition price more challenging. The Strategic Committee also considered the risks of pursuing a transaction with Financial Sponsor A or other counterparties that was not ultimately consummated, including adverse impacts on Momentive’s business and employee morale. Following discussion, based on these considerations and the fact that Financial Sponsor A had not submitted an acquisition proposal, the Strategic Committee determined not to continue discussions with Financial Sponsor A, and to recommend to the Momentive Board that Momentive focus on the execution of its business plan at this time and not initiate a broader outreach process. The Momentive Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters. The Strategic Committee subsequently updated the Momentive Board with respect to its determinations.

On June 1, 2022, the Momentive Board received a private letter from a Momentive stockholder encouraging the Momentive Board to conduct a sale process. Subsequently, on June 4, 2022, the Momentive Board received a private email from another Momentive stockholder encouraging the Momentive Board to pursue a sale.

On June 15, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners presented an overview of trading market trends for Momentive, companies in Momentive’s industry and the broader technology sector. Members of Momentive management provided an update on Momentive’s business performance. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters.

From time to time in June through September 2022, representatives of various financial sponsors and financial advisors contacted Mr. Lurie and other representatives of Momentive to express a non-specific interest in discussing Momentive’s business. Mr. Lurie referred these individuals to Qatalyst Partners for further discussions. Mr. Lurie and Qatalyst Partners would update the Strategic Committee and the Momentive Board with respect to these outreaches. Such discussions did not result in an actionable indication of interest or proposal regarding an acquisition of Momentive at that time.

On July 21, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners presented certain market perspectives on Momentive and its industry. The Strategic Committee discussed the possibility of initiating an outreach process to potential counterparties to solicit interest in a potential strategic transaction involving Momentive and determined that it was not the right time to initiate a process at that time due to volatility in the market prices of Momentive common stock and other companies in Momentive’s industry and the technology sector generally. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance. On that day, Momentive common stock closed trading at a price of $9.89 per share.

On August 17, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners presented a preliminary financial overview of Momentive and certain market perspectives on Momentive and its industry. The Strategic Committee discussed how a potential outreach process to solicit interest in a potential strategic transaction would work, certain potential counterparties for a potential strategic transaction and illustrative timelines for such a process. Members of Momentive management provided an update on Momentive’s business performance. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters.

On August 21, 2022, a representative of Financial Sponsor A contacted Mr. Ebersman to indicate that Financial Sponsor A would be interested in re-engaging with Momentive with respect to a potential transaction at a non-specific lower price than previously discussed. Mr. Ebersman referred the representative of Financial Sponsor A to Qatalyst Partners for discussion, in which the representative of Financial Sponsor A expressed an interest in re-engaging with Momentive with Momentive with respect to a potential transaction at a non-specific lower valuation. On that day, Momentive common stock closed trading at a price of $7.39 per share on August 19, 2022.

On August 28, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with Financial Sponsor A, including its request to re-engage in due diligence and the preliminary indications on a lower valuation provided by representatives of Financial Sponsor A. The Strategic Committee discussed the possibility of re-engaging in discussions with Financial Sponsor A at that time, including as part of a broader outreach to additional counterparties. The Strategic Committee noted that Financial Sponsor A had previously engaged in discussions with Momentive without submitting an acquisition proposal, and the headwinds, uncertainty and market volatility in the technology sector generally, as well as in Momentive’s business, had not improved since that time. The Strategic Committee also considered the risks of pursuing a transaction with Financial Sponsor A or other

counterparties that was not ultimately consummated, including adverse impacts on Momentive’s business and employee morale. Following discussion, based on these considerations and the Strategic Committee’s uncertainty regarding whether Financial Sponsor A would submit an actionable acquisition proposal, the Strategic Committee determined not to re-engage with Financial Sponsor A at that time. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

On August 28, 2022, the Strategic Committee met, with members of Momentive management and representatives of Wilson Sonsini in attendance. The Strategic Committee discussed whether to engage Qatalyst Partners to also act as financial advisor to the Company in connection with potential shareholder activism in light of outreaches from Momentive stockholders and potential future shareholder activism, including the possibility of a proxy contest at Momentive’s 2023 annual meeting of stockholders, and the additional compensation that might be payable to Qatalyst Partners in connection with such matters. The Strategic Committee directed Momentive management to discuss the terms of a potential engagement with Qatalyst Partners. The Strategic Committee also discussed illustrative timelines for a process to solicit interest in a potential strategic transaction. Following the meeting, Momentive management discussed with Qatalyst Partners the terms of a potential engagement with respect to potential shareholder activism and governance matters.

On September 16, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners presented certain market perspectives on Momentive and its industry. The Strategic Committee discussed how a potential outreach process to solicit interest in a potential strategic transaction would work and illustrative timelines for such a process. Members of Momentive management provided an update on Momentive’s business performance and strategic and cost-cutting initiatives underway at Momentive, and the Strategic Committee discussed these initiatives in the context of a potential outreach process. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

On October 4, 2022, representatives of a financial sponsor with investments in companies in Momentive’s industry and that had participated in the 2021 solicitation process (which we refer to as “Financial Sponsor C”) contacted representatives of Qatalyst Partners and requested to re-initiate discussions regarding a potential strategic transaction involving Momentive. Momentive had previously entered into a confidentiality agreement with Financial Sponsor C as part of the 2021 solicitation process, which remained in effect.

On October 6, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Members of Momentive management provided an update on Momentive’s business performance and strategic and cost-cutting initiatives underway at Momentive. Representatives of Qatalyst Partners provided an update on discussions with Financial Sponsor C. The Strategic Committee discussed timelines for a potential outreach process to solicit interest in a potential strategic transaction, and reviewed with representatives of Qatalyst Partners additional potential acquirors that might have an interest in a strategic transaction involving Momentive. Following discussion, the Strategic Committee directed Qatalyst Partners to engage with Financial Sponsor C to determine whether it would submit an acquisition proposal. The Strategic Committee also directed Momentive management to begin preparing due diligence information in anticipation of a potential broader outreach process. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

On October 7, 2022, representatives of Qatalyst Partners, in accordance with the direction of the Strategic Committee, communicated to representatives of Financial Sponsor C that the Momentive Board would be open to engaging in discussions if Financial Sponsor C were to submit an acquisition proposal based on publicly available information.

On October 11, 2022, representatives of Financial Sponsor A contacted Mr. Ebersman, and Mr. Ebersman informed the representatives of Financial Sponsor A that Momentive had received credible unsolicited interest from another party regarding a potential acquisition.

On October 12, 2022, representatives of Financial Sponsor A contacted representatives of Qatalyst Partners to follow up on Mr. Ebersman’s communication, and representatives of Qatalyst Partners confirmed that Momentive had received credible unsolicited interest regarding a potential acquisition. The representatives of Financial Sponsor A responded that Financial Sponsor A continued to be interested in a potential acquisition of Momentive.

On October 13, 2022, representatives of Financial Sponsor A communicated an oral, non-binding indication of interest with respect to an acquisition of Momentive at a price of $12.00 per share of Momentive common stock based on publicly available information. They indicated that they could complete their diligence and negotiate a definitive agreement within four weeks and asked to be able to move forward.

After the close of trading on October 13, 2022, Momentive announced (1) a restructuring plan designed to improve operating margin and create efficiencies in Momentive’s go-to-market motion and in other areas throughout Momentive, which involved a reduction of Momentive’s workforce by approximately 11 percent and (2) that expected revenue and operating margin for the third quarter 2022 would be within the guidance ranges Momentive previously disclosed when it reported its second quarter results for 2022.

On October 18, 2022, Financial Sponsor C submitted a written, non-binding proposal to acquire Momentive at a price of $10.50 per share of Momentive common stock. The proposal contemplated an acquisition of Momentive by a portfolio company of Financial Sponsor C.

On October 18, 2022, Momentive common stock closed trading at a price of $6.49 per share. This was the last trading day prior to published rumors that Momentive was considering a potential sale.

On October 19, 2022, Bloomberg and other media outlets published a report that Momentive was considering a sale after receiving takeover interest.

Also on October 19, 2022, representatives of STG contacted representatives of Qatalyst Partners following the media reports that Momentive was considering a sale. Representatives of Qatalyst Partners discussed with representatives of STG their non-specific interest in a potential acquisition of Momentive and their capacity to consummate a potential acquisition. The representatives of STG indicated they would contact Qatalyst Partners again if they determined to make an acquisition proposal based on their review of publicly available information regarding Momentive. On that same day, representatives of a financial advisor contacted Mr. Lurie to introduce him to representatives of STG. Mr. Lurie referred the representatives of STG to Qatalyst Partners.

Also on October 19, 2022, representatives of a financial sponsor (which we refer to as “Financial Sponsor D”) contacted representatives of Momentive following the media reports that Momentive was considering a sale. Representatives of Financial Sponsor D had previously contacted representatives of Momentive in September 2022, including a director, to express a non-specific interest in discussing Momentive’s business.

On October 20, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with Financial Sponsor A, including the request for due diligence information to confirm its valuation, and reviewed the acquisition proposal received from Financial Sponsor C. Representatives of Qatalyst Partners also noted that other financial sponsors had recently contacted representatives of Momentive and Qatalyst Partners and expressed an interest in discussing Momentive’s business. The Strategic Committee discussed whether to initiate a process to solicit interest in a potential strategic transaction based on the proposal from Financial Sponsor C and the expressions of interest received from Financial Sponsor A and other financial sponsors, as well as the progress of Momentive’s strategic initiatives and cost-cutting initiatives. Representatives of Qatalyst Partners presented a preliminary financial overview of the valuations for Momentive proposed by Financial Sponsor A and Financial Sponsor C, as well as certain market perspectives on Momentive. Representatives of Qatalyst Partners reviewed various strategic acquirors and financial sponsors that Momentive might consider contacting based on those parties’ likely or previously expressed interest in a potential strategic transaction with Momentive as part of the 2021 solicitation process and following the termination of the Zendesk merger agreement and their respective abilities to finance and consummate a transaction. The Strategic Committee discussed timing and process considerations in an outreach process. The Strategic Committee also discussed the potential risks

of an outreach, including Momentive management and employee distraction and adverse impacts on Momentive’s business and employee morale if a transaction was pursued but not consummated, and the increase in the likelihood of those risks in a wider private or public process relative to a more targeted outreach. The Strategic Committee expressed a belief that a wider process would not be necessary given that Momentive’s interest in a potential acquisition would be widely known in light of the 2021 solicitation process and recent media reports that Momentive was considering a sale. Following discussion, the Strategic Committee (1) directed Qatalyst Partners to inform Financial Sponsor C that it needed to improve the terms of its proposal; (2) determined to permit Financial Sponsor A to conduct additional due diligence in order to provide a firm acquisition proposal; and (3) directed Qatalyst Partners to commence an outreach to a group of other potential acquirers, to be selected by Ms. Decker in consultation with Qatalyst Partners and based on the feedback received in the meeting. Following the meeting, based on Ms. Decker’s consultation with Qatalyst Partners, 11 financial sponsors (which included Financial Sponsor B and Financial Sponsor D, but did not include STG) and 4 potential strategic acquirors (which did not include Zendesk or Strategic A) were designated to engage with as part of the outreach process, in addition to Financial Sponsor A and Financial Sponsor C. Following the meeting, representatives of Qatalyst Partners contacted representatives of Financial Sponsor C to provide feedback on its proposal as directed by the Strategic Committee. On that day, Momentive common stock closed trading at a price of $7.46 per share.

Between October 21, 2022 and October 25, 2022, in accordance with the directive of the Strategic Committee, representatives of Qatalyst Partners commenced their outreach to the 15 designated additional potential counterparties. Over the subsequent two weeks, seven of the 15 additional counterparties entered into a confidentiality agreement with Momentive, while eight of the additional counterparties did not enter into a confidentiality agreement and declined to engage in discussions or due diligence with respect to a potential transaction with Momentive. In addition, Momentive requested at this time that each of Financial Sponsor A and Financial Sponsor C enter into a new confidentiality agreement with Momentive in order to extend the term of their respective confidentiality obligations and because the “standstill” provisions in their original confidentiality agreements had terminated upon the announcement of the Zendesk merger agreement. The new confidentiality agreement with Financial Sponsor C also included the portfolio company of Financial Sponsor C that was proposed as the entity that would acquire Momentive. All of these confidentiality agreements described above, as well as the confidentiality agreements with the other counterparties that made an unsolicited outreach to Momentive as described below, including the confidentiality agreement subsequently entered into with STG, (1) contained “standstill” provisions restricting the counterparty from making public proposals with respect to the acquisition of Momentive without Momentive’s prior consent (but not restricting confidential proposals to the Momentive Board), which restrictions would terminate upon the occurrence of, among other things, Momentive’s execution of a definitive agreement with a third party to acquire more than 50% of Momentive’s outstanding voting securities; and (2) restricted the counterparty’s ability to engage with equity or debt financing sources regarding a potential transaction without Momentive’s prior consent. Representatives of Qatalyst Partners updated the Strategic Committee on the status of their outreach to, and responses from, the 15 additional counterparties.

On October 21, 2022, representatives of Financial Sponsor D contacted representatives of Qatalyst Partners to inform them they would be delivering an acquisition proposal reflecting a “standard” premium to Momentive’s then-current market price. The representatives of Qatalyst Partners responded that they did not believe that such a valuation would lead to engagement by Momentive with Financial Sponsor D, which response was consistent with the feedback provided to Financial Sponsor C at the Strategic Committee’s direction. Following this discussion, Financial Sponsor D delivered a written, non-binding proposal to acquire Momentive at a price in cash of between $9.00 and $10.50 per share of Momentive common stock based on publicly available information.

Also beginning on October 25, 2022 and over the course of the subsequent four weeks, Momentive provided potential counterparties that had executed a confidentiality agreement, including the additional potential counterparties that engaged with Momentive on an unsolicited basis following the initial outreach by Qatalyst Partners, as described below, with access to a virtual data room to share operational and financial due diligence information regarding Momentive. Over the course of the subsequent four weeks, Momentive and its representatives also provided additional operational and financial due diligence information regarding

Momentive in response to requests from potentially interested counterparties, including STG, and members of Momentive management met from time to time with representatives of potentially interested counterparties, including STG, to discuss Momentive’s business and financial and operational results.

On October 26, 2022, Mr. Lurie was introduced by a representative of a financial advisor to a representative of a financial sponsor (which we refer to as “Financial Sponsor E”) who expressed interest in connecting with Mr. Lurie following the media reports that Momentive was considering a sale. Mr. Lurie referred the representatives of Financial Sponsor E to Qatalyst Partners.

On October 27, 2022, representatives of STG informed representatives of Qatalyst Partners that, based on its review of publicly available information regarding Momentive, it believed it could make an acquisition proposal at a premium of up to 50% to 75% to the unaffected price of Momentive common stock prior to media reports on October 19, 2022 that Momentive was considering a sale. Representatives of Qatalyst Partners offered to provide STG with due diligence information regarding Momentive, which STG accepted.

On October 28, 2022, representatives of Qatalyst Partners were discussing separate matters unrelated to Momentive with representatives of a financial sponsor (which we refer to as “Financial Sponsor F”), during which discussion the representatives of Financial Sponsor F indicated an interest in information regarding Momentive.

Also on October 28, 2022, representatives of Qatalyst Partners had a discussion with representatives of Financial Sponsor E, during which discussion representatives of Financial Sponsor E indicated an interest in a potential acquisition of Momentive and requested additional due diligence information.

On October 30, 2022, representatives of Qatalyst Partners contacted representatives of Financial Sponsor F to discuss its interest in Momentive. During the call, representatives of Financial Sponsor F reiterated an interest in a potential acquisition of Momentive and requested due diligence information.

On November 2, 2022, Momentive entered into a confidentiality agreement with Financial Sponsor E.

Also on November 2, 2022, representatives of a financial sponsor (which we refer to as “Financial Sponsor G”) contacted Mr. Lurie following the media reports that Momentive was considering a sale. Mr. Lurie referred the representatives of Financial Sponsor G to Qatalyst Partners.

On November 3, 2022, the Momentive Board met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Members of Momentive management presented a draft long-range business plan for Momentive, including underlying assumptions, business initiatives and other potential growth drivers, potential cost reduction initiatives and operating margin expectations for Momentive’s business, as well as updates to reflect continuing headwinds in Momentive’s business and industry and Momentive management’s expectations for deteriorations in Momentive’s prospective operational and financial performance. The Momentive Board discussed with the members of Momentive management the draft long-range plan, including the likelihood of achieving the financial performance assumed in the plan in light of the headwinds and trends in Momentive’s industry and business. The Momentive Board also discussed the possibility of focusing business initiatives and further reducing costs to optimize Momentive’s planned growth and operating margins. Following discussion, the Momentive Board requested that Momentive management prepare an updated version of the long-range plan with revisions consistent with the discussion at the meeting. The Momentive Board also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

After the close of trading on November 3, 2022, Momentive held its earnings call to report third quarter results for 2022, and provided financial guidance for fourth quarter and full year results for 2022. Momentive common stock closed trading at a price of $7.71 per share on November 4, 2022.

On November 4, 2022, following an outreach by representatives of Qatalyst Partners, representatives of a financial sponsor that Qatalyst Partners had initially contacted regarding a potential transaction on October 21, 2022 at the direction of the Strategic Committee (which we refer to as “Financial Sponsor H”), indicated that, based on its review of preliminary due diligence information regarding Momentive, Financial Sponsor H would be interested in a potential acquisition of Momentive at a price in cash of between $9.00

and $10.00 per share of Momentive common stock, with the possibility of increasing its valuation based on reviewing additional due diligence information. Representatives of Qatalyst Partners informed Financial Sponsor H that this valuation was below the valuation of other counterparties with which Momentive was engaging.

Also on November 4, 2022, representatives of Qatalyst Partners contacted representatives of Financial Sponsor G to discuss its interest in a potential acquisition of Momentive, and Financial Sponsor G requested due diligence information regarding Momentive.

On November 7, 2022, representatives of a financial sponsor (which we refer to as “Financial Sponsor I”) contacted Mr. Lurie to express their interest in a potential strategic transaction involving Momentive. Mr. Lurie referred the representatives of Financial Sponsor I to Qatalyst Partners. Representatives of Qatalyst Partners subsequently contacted representatives of Financial Sponsor I to discuss its interest in a potential strategic transaction, and Financial Sponsor I requested due diligence information regarding Momentive.

On November 9, 2022, the Momentive Board met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Members of Momentive management presented Momentive management’s long-range plan for Momentive as updated based on feedback from the directors at the prior meeting of the Momentive Board, including the unaudited prospective financial information for fiscal years 2022 through 2026 included in the updated long-range plan (which we refer to as the “November 2022 long-range plan”). Additional information about the preparation and substance of the November 2022 long-range plan is contained in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” Following discussion, the Momentive Board approved the November 2022 long-range plan and authorized sharing the November 2022 long-range plan with potentially interested counterparties as part of their due diligence review of Momentive, and also with Qatalyst Partners for use in its financial analyses. Representatives of Qatalyst Partners provided an update on discussions with the potential counterparties as part of the outreach process, including (1) the preliminary valuations proposed by Financial Sponsor A, Financial Sponsor C, Financial Sponsor D and Financial Sponsor H; (2) the unsolicited outreach from various financial sponsors as described above; (3) the counterparties that had declined to engage in discussions with Momentive regarding a transaction to date; and (4) discussions with the remaining potentially interested counterparties and the due diligence being conducted by the counterparties that had entered into confidentiality agreements with Momentive. The Momentive Board discussed with the representatives of Qatalyst Partners various process and negotiation strategies to maximize the valuation of potential transaction proposals, including the feedback and relative valuation guidance that Qatalyst Partners would provide to potentially interested counterparties. The Momentive Board also discussed various counterparties’ potential equity and debt financing capabilities in the current market environment, and their respective capacity to consummate an acquisition of Momentive. The Momentive Board also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters. The Momentive Board discussed the benefits and considerations of pursuing a potential acquisition relative to Momentive’s standalone future prospects, and how best to position Momentive’s business for execution of its business plan if a transaction was not consummated. Following discussion, the Momentive Board directed Qatalyst Partners to continue the ongoing solicitation process and discussions with potentially interested counterparties.

On November 11, 2022, Momentive entered into confidentiality agreements with each of Financial Sponsor F and Financial Sponsor I.

Also on November 11, 2022, representatives of Financial Sponsor A contacted representatives of Qatalyst Partners to inform them that Financial Sponsor A revised its acquisition proposal from $12.00 to $10.00 in cash per share of Momentive common stock based on its review of due diligence information. Representatives of Qatalyst Partners responded that this valuation was below the valuation of the other counterparties with which Momentive was engaging.

On November 14, 2022, representatives of Qatalyst Partners contacted representatives of Financial Sponsor C. The representatives of Financial Sponsor C indicated that the $10.50 per share valuation in its prior acquisition proposal had not changed based on its review of due diligence information to date.

Also on November 14, 2022, following an outreach by representatives of Qatalyst Partners, representatives of Financial Sponsor D that it remained interested in a potential transaction but was not prepared to improve the $9.00 to $10.50 per share valuation range in its prior acquisition proposal, and its final proposal would likely be in the lower portion of the price range, based on its review of due diligence information.

Also on November 14, 2022, representatives of Qatalyst Partners contacted representatives of Financial Sponsor H and offered to provide access to additional due diligence information regarding Momentive if the representatives of Financial Sponsor H reasonably believed it could improve its valuation indication. In response, representatives of Financial Sponsor H accepted access to the additional due diligence information.

On November 15, 2022, Momentive entered into a confidentiality agreement with STG. Over the course of the subsequent four weeks, members of Momentive management met from time to time with representatives of STG, at STG’s request, to discuss Momentive’s business and financial and operational results.

Also on November 15, 2022, representatives of Financial Sponsor A contacted representatives of Qatalyst Partners to inform them that Financial Sponsor A was no longer pursuing further discussions with Momentive regarding a potential acquisition. Representatives of Financial Sponsor A indicated to representatives of Qatalyst Partners that they would revisit a potential transaction if Momentive’s performance improved or if Momentive’s ongoing solicitation process did not result in a transaction.

On November 16, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with the potential counterparties as part of the outreach process, including (1) the preliminary valuations proposed by Financial Sponsor C, Financial Sponsor D and Financial Sponsor H, and Qatalyst Partner’s efforts to obtain higher valuations with each party; (2) the unsolicited outreach from various financial sponsors as described above; (3) the counterparties that had declined to engage in discussions with Momentive regarding a transaction to date, including Financial Sponsor A; and (4) discussions with the remaining potentially interested counterparties and the due diligence being conducted by those counterparties. The Strategic Committee discussed with its advisors considerations related to various counterparties’ transaction rationale and financing and closing certainty. The Strategic Committee discussed with the representatives of Qatalyst Partners various process strategies to solicit more formal and competitive proposals. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance.

Also on November 16, 2022, representatives of Financial Sponsor F contacted representatives of Qatalyst Partners to decline to engage in further discussions with Momentive.

On November 17, 2022, representatives of Financial Sponsor A contacted Mr. Lurie to reiterate that Financial Sponsor A declined to engage in further discussions with Momentive regarding a potential acquisition. The representatives of Financial Sponsor A indicated that they were no longer able to support an acquisition proposal with a valuation of $12.00 per share, and would not be able to support a valuation of $10.00 per share.

Also on November 17, 2022, representatives of Financial Sponsor C contacted representatives of Qatalyst Partners to inform them that Financial Sponsor C would pause its review of a potential acquisition of Momentive for approximately a quarter. The representatives of Financial Sponsor C indicated that they still believed that a potential acquisition of Momentive was interesting, and requested that Qatalyst Partners inform them if Momentive was nearing a potential transaction.

On November 22, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with the potential counterparties as part of the outreach process, including that Financial Sponsor C had paused its review of a potential acquisition but requested to be kept informed if Momentive was nearing a potential transaction. The Strategic Committee discussed with representatives of Qatalyst Partners various process and timing strategies to solicit more formal and competitive bids, including the various timing scenarios for remaining potentially interested counterparties to finalize their due diligence and execute a transaction. The Strategic Committee also authorized potential counterparties to engage with debt and equity financing sources in connection with the preparation of

acquisition proposals. Following discussion, the Strategic Committee authorized Qatalyst Partners to deliver a process letter to the remaining potentially interested counterparties requesting that acquisition proposals be submitted on December 16, 2022. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters. In executive session, based on outreaches from Momentive stockholders and potential future shareholder activism, including the possibility of a proxy contest at Momentive’s 2023 annual meeting of stockholders if a transaction was not announced, the Strategic Committee discussed whether to engage Qatalyst Partners to act as financial advisor to the Company in connection with potential shareholder activism and the terms of a potential engagement. Following discussion, the Strategic Committee directed Momentive management and Wilson Sonsini to negotiate an engagement letter with Qatalyst Partners to serve as financial advisor to Momentive in connection with governance and shareholder activism matters consistent with the terms discussed at the meeting.

On November 24, 2022, Momentive executed a confidentiality agreement with Financial Sponsor G.

On November 28, 2022, Qatalyst Partners delivered process letters to each of the potentially interested counterparties that were engaged in discussions with Momentive and its representatives regarding a potential acquisition at the time, including STG. The process letters requested that proposals for the acquisition of Momentive be submitted on December 16, 2022.

On November 30, 2022, at the request of STG, Momentive approved STG engaging with certain potential debt financing sources with respect to the financing of a potential acquisition of Momentive.

On December 1, 2022, following an outreach by representatives of Qatalyst Partners, representatives of Financial Sponsor H declined to engage in further discussions with Momentive regarding a potential acquisition following their continued review of due diligence information, and indicated that Financial Sponsor H could not support the upper end of the $9.00 to $10.00 per share valuation range in its prior indication of interest.

On December 5, 2022, following an outreach by representatives of Qatalyst Partners, representatives of Financial Sponsor D declined to engage in further discussions with Momentive regarding a potential acquisition following their continued review of due diligence information, and indicated that Financial Sponsor D could only support a price below the low end of the $9.00 to $10.50 per share valuation range in its prior acquisition proposal.

On December 7, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with the potential counterparties as part of the outreach process, including (1) the distribution of the process letters; (2) the counterparties that had declined to engage in further discussions with Momentive regarding a transaction to date, including Financial Sponsor D and Financial Sponsor H; and (3) discussions with the remaining potentially interested counterparties and the due diligence being conducted by those counterparties. The Strategic Committee discussed whether to expand the outreach to additional counterparties. It was the consensus of the Strategic Committee that contacting additional counterparties was not likely to result in additional acquisition proposals in light of Momentive’s deteriorating business performance and the fact that Momentive’s interest in a potential sale was widely known as a result of media reports. Momentive management provided an update on Momentive’s business performance, including the trends and results for the fourth quarter 2022 to date, including continued headwinds in Momentive’s business and industry and potential cost-cutting measures. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

On December 13, 2022, following an outreach by representatives of Qatalyst Partners, representatives of Financial Sponsor E declined to engage in further discussions with Momentive regarding a potential acquisition following their review of due diligence information.

Also on December 13, 2022, following an outreach by representatives of Qatalyst Partners, representatives of Financial Sponsor G declined to engage in further discussions with Momentive regarding a potential acquisition following their continued review of due diligence information because Financial Sponsor G did not believe it could submit an acquisition proposal that it believed was competitive.

On December 16, 2022, STG delivered a written, non-binding indication of interest to acquire Momentive at a price in cash of $10.00 per share of Momentive common stock. The indication of interest included a summary of STG’s estimated sources and uses of funds in the acquisition, and indicated that STG would seek equity financing commitments from multiple unspecified third party limited partners of STG as co-investors. The indication of interest included a request that Momentive agree to enter into exclusive negotiations with STG with respect to a sale of Momentive through January 31, 2023. Over the course of the subsequent two days, representatives of Qatalyst Partners discussed STG’s estimated sources and uses of funds with representatives of STG, and representatives of STG confirmed they were targeting the execution and announcement of a potential acquisition by the end of January 2023.

As of December 16, 2022, all other potential counterparties that had engaged with Momentive with respect to a potential strategic transaction as part of Momentive’s ongoing solicitation process (including Financial Sponsor A, Financial Sponsor C, the 15 other additional potential acquirors Qatalyst Partners had contacted between October 21, 2022 and October 25, 2022, and other potential counterparties that had contacted Momentive following that time, as described above) had declined to engage in further discussions with Momentive with respect to a potential acquisition or had otherwise not responded to Qatalyst Partners’ outreach. Momentive received no other indications of interest or proposals with respect to a strategic transaction on December 16, 2022.

On December 16, 2022, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on the results of Momentive’s solicitation process to date, noting that STG was the only remaining counterparty to have submitted an indication of interest or proposal with respect to a strategic transaction at that time. Representatives of Qatalyst Partners reviewed STG’s indication of interest, including STG’s proposed financing structure and its estimated sources and uses of funds in the acquisition. The Strategic Committee discussed negotiation strategies to seek to improve STG’s proposal, including the possibility of soliciting additional proposals to encourage a competitive bidding dynamic. The Strategic Committee also discussed with its advisors financing and closing certainty risks in STG’s proposed transaction, and timing and process considerations of a transaction with STG. Following discussion, the Strategic Committee (1) determined to continue engaging with STG toward a potential acquisition, including by providing additional due diligence information, discussed STG’s request to enter into exclusive negotiations with STG with respect to a sale of Momentive, and declined to do so at this time, and instructed Qatalyst Partners as part of this engagement to inform STG that Momentive was prepared to proceed with discussions with respect to a potential transaction but that they were not prepared to transact at a price below $10.50 per share of Momentive common stock; and (2) directed Qatalyst Partners to contact to Financial Sponsor A and Financial Sponsor C to inform each of them that Momentive had received a credible acquisition proposal and offer an opportunity to submit a competing proposal. The Strategic Committee believed that Financial Sponsor A and Financial Sponsor C were the counterparties potentially most likely to be interested in, and capable of, submitting a competitive acquisition proposal. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters. Following the meeting, the Strategic Committee updated the Momentive Board on the results of Momentive’s solicitation process to date and next steps.

Between December 18 and 21, 2022, in accordance with the directive of the Strategic Committee, representatives of Qatalyst Partners contacted representatives of STG to inform them that (1) Momentive was prepared to proceed with discussions with respect to a potential transaction, including by providing additional due diligence information, (2) was not prepared to agree to STG’s request for exclusivity, and (3) was not prepared to transact at price below $10.50 per share. Representatives of STG responded that it was prepared to move forward with additional diligence at $10.00 per share but could not commit to a higher price. Representatives of Qatalyst Partners informed the members of the Strategic Committee of STG’s response, including that STG indicated they were unable to commit to a higher price than $10.00 per share. The Strategic Committee determined to proceed with discussions with STG on a non-exclusive basis, toward a potential acquisition.

On December 20, 2022, representatives of Qatalyst Partners contacted representatives of Financial Sponsor A to inform it that Momentive had received a credible acquisition proposal. Financial Sponsor A subsequently declined again to engage in further discussions with Momentive regarding an acquisition.

Also on December 20, 2022, representatives of Qatalyst Partners contacted representatives of Financial Sponsor C to inform them that Momentive had received a credible acquisition proposal. Financial Sponsor C responded that it was still not a good time for Financial Sponsor C to engage regarding a transaction, but again requested that Qatalyst Partners inform them if Momentive was near an alternative transaction.

Beginning on December 23, 2022, representatives of STG and its advisors, including Paul Hastings LLP, STG’s outside counsel (which we refer to as “Paul Hastings”), were granted access to additional operational and legal due diligence documents and information regarding Momentive in its virtual data room to support their confirmatory due diligence review of Momentive. Over the course of the following ten weeks, STG and its advisors conducted operational, customer, financial, legal, employment, accounting and other due diligence on Momentive, and from time to time met with members of Momentive management and its advisors regarding the due diligence information.

On January 1, 2023, with the approval of the Strategic Committee, Momentive entered into an engagement letter with Qatalyst Partners to act as a financial advisor to Momentive in connection with certain shareholder activism and governance matters.

On January 12, 2023, representatives of STG contacted representatives of Qatalyst to request approval to contact a group of STG’s limited partners to explore their interest in providing potential equity financing for a transaction as co-investors with STG. The representatives of STG stated their belief that its limited partners could provide sufficient equity financing, together with equity financing from funds affiliated with STG and debt financing, to finance the transaction.

On January 13, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on STG’s due diligence review, and noted that STG would likely require additional time to complete its due diligence and arrange its financing for a transaction, including engaging with its limited partners as potential co-investors. The Strategic Committee discussed timing and process considerations, and authorized STG to engage with additional debt and equity financing sources in connection with finalizing its acquisition proposal and executing a potential transaction. Members of Momentive management provided an update on Momentive’s business performance, including the trends and results for the fourth quarter 2022 and for first quarter of 2023 to date, and discussed (1) deviations in the billings and operating margin results for these periods relative to the November 2022 long-range plan and previously disclosed financial and operational guidance; and (2) the possibility of implementing a cost and workforce reduction plan in response to these trends. The Strategic Committee discussed with Momentive management whether to it would be necessary to update its earnings guidance to be delivered during its earnings call to report fourth quarter and full year results for 2022 and revise the November 2022 long-range plan based on these recent trends and results. The Strategic Committee also discussed the anticipated timing of executing and announcing a transaction relative to Momentive’s earnings call to report fourth quarter and full year results for 2022. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

Later on January 13, 2023, Momentive approved STG engaging with a group of its third party limited partners as potential equity financing sources and co-investors with respect to the financing of a potential acquisition of Momentive. Certain of the limited partners were also provided access to Momentive’s virtual data room at the limited partners’ request. Under the confidentiality agreement between Momentive and STG, STG would be responsible for any violation of non-use or non-disclosure obligations with respect to Momentive’s non-public information by its prospective financing sources.

On January 15, 2023, in the interest of creating a competitive dynamic, representatives of Qatalyst Partners contacted representatives of Financial Sponsor C to provide them information on Momentive’s fourth quarter financial and operating results. The outreach did not result in further engagement by Financial Sponsor C with Momentive.

On January 18, 2023, Wilson Sonsini provided a draft of the merger agreement to representatives of STG, including Paul Hastings.

On January 19, 2023, representatives of Wilson Sonsini contacted representatives of Paul Hastings to provide an overview of the draft of the merger agreement. During the discussion, representatives of Paul Hastings stated that STG requested that Momentive’s directors execute a voting agreement committing to vote, in their capacity as Momentive stockholders, in favor of the merger.

On January 25, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with STG, including the status of STG’s due diligence review of Momentive and efforts to secure financing commitments for the transaction. The Strategic Committee discussed the anticipated timing of executing and announcing a transaction relative to Momentive’s upcoming earnings call, including the risk that the announcement of Momentive’s fourth quarter and full year 2022 results might result in volatility in the price of Momentive common stock and jeopardize the execution of a potential transaction. Following discussion, the Strategic Committee directed Momentive management to schedule the earnings call for February 16, 2023. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

On January 30, 2023, Momentive announced that it would hold its earnings call to report fourth quarter and full year results for 2022 on February 16, 2023.

On January 31, 2023, representatives of Qatalyst Partners contacted representatives of STG to obtain an update on STG’s due diligence review and timing and process expectations with respect to a potential transaction. Qatalyst Partners, at the direction of the Strategic Committee, indicated that Momentive wanted to target the execution and announcement of a potential transaction on or before the upcoming announcement of Momentive’s earnings results on February 16, 2023. Representatives of STG indicated that STG’s due diligence was proceeding as planned. Representatives of STG also indicated that they expected the transaction to be reviewed by STG’s investment committee within the next week, and confirmed that STG was working with its third party limited partners necessary to secure equity financing commitments for the transaction.

On February 1, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with STG, including the status of STG’s due diligence review of Momentive, investment committee approval and efforts to secure financing commitments for the transaction. Representatives of Qatalyst Partners noted that representatives of STG had expressed confidence they would secure the necessary equity financing commitments from STG’s limited partner co-investors. The Strategic Committee discussed with members of Momentive management its views on a potential cost and workforce reduction plan. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, to discuss these matters.

On February 3, 2023, representatives of STG confirmed to representatives of Qatalyst Partners that STG’s investment committee had reviewed the potential transaction and approved continuing to work toward the execution of a transaction.

On February 4, 2023, representatives of STG contacted representatives of Qatalyst Partners to inform them that STG’s limited partners were still working to finalize their respective equity financing commitments, and that STG was working with each of them to have their respective investment committees provide final approval for the equity financing commitments by February 14, 2023.

Also on February 4, 2023, at the request of STG, Momentive approved STG engaging with certain additional potential debt financing sources with respect to the financing of a potential acquisition of Momentive.

On February 7, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with STG, including the status of STG’s investment committee approval and efforts to secure financing commitments for the transaction. Representatives of Qatalyst Partners noted that STG had indicated that it had received investment committee support to proceed with an acquisition at $10.00 in cash per share. The Strategic Committee discussed with representatives of Qatalyst Partners STG’s potential sources of funds for an acquisition of Momentive, including potential equity

financing commitments from STG’s existing funds and from STG’s limited partners as potential co-investors, potential debt financing commitments and Momentive’s estimated available cash on hand at the closing; based on these discussions and the continued deterioration of Momentive’s business and financial performance, it was the consensus of the Strategic Committee that STG would likely not be able to improve its proposed purchase price above $10.00 per share of Momentive common stock. The Strategic Committee discussed timing considerations for executing a potential acquisition with STG, noting that the timeline for a transaction would be contingent on finalizing the terms of the merger agreement and the equity financing commitments. The Strategic Committee also discussed the anticipated timing of executing and announcing a transaction relative to Momentive’s upcoming earnings call on February 16, 2023. Members of Momentive management discussed trends and results for the fourth quarter 2022 and for first quarter of 2023 to date, as well as Momentive management expectations for business and financial performance in the first quarter and full year 2023 based on these trends relative to the November 2022 long-range plan and Momentive’s previously disclosed financial and operational guidance. Members of Momentive management discussed the possibility of implementing a cost and workforce reduction plan in response to these trends. The Strategic Committee discussed with Momentive management whether it would be necessary to update its guidance to be delivered during its upcoming earnings call and update Momentive’s long-range plan based on these expectations. The Strategic Committee requested that Momentive management present to the Momentive Board on these topics, including scenarios for operational adjustments and cost reductions. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters.

Also on February 7, 2023, at the request of STG, Momentive approved STG engaging with one additional third party limited partner as a potential equity financing source.

On February 8, 2023, Paul Hastings sent a revised draft of the merger agreement to Wilson Sonsini, as well as initial drafts of the equity commitment letter and Limited Guaranty. Over the subsequent month and prior to the execution of the merger agreement, representatives of Momentive and STG and their respective legal advisors exchanged drafts and negotiated the terms of the merger agreement, equity commitment letter and Limited Guaranty. Key terms of the merger agreement negotiated between the parties included: (1) STG’s proposed equity financing structure for the acquisition, including whether Parent’s equity financing commitments for the transaction would be provided entirely by funds affiliated with STG or would also be provided by certain of STG’s limited partners as co-investors; (2) the terms of Parent’s obligations with respect to the completion of the equity financing and debt financing necessary to complete the acquisition, and Momentive’s obligations to cooperate with Parent to complete the debt financing; (3) the terms and conditions of the equity financing sources’ obligations to fund the equity financing commitments under the equity commitment letter; (4) Momentive’s recourse in the event of a financing failure, including the circumstances in which Momentive could require Parent to seek to enforce the financing commitments or Momentive could seek to enforce the equity financing commitments directly under the equity commitment letter, the size of the termination fee payable by Parent and the circumstances in which it would be payable, and whether the payment of the termination fee would be guaranteed under the Limited Guaranty entirely by funds affiliated with STG or would be allocated proportionally among all of Parent’s equity financing sources; (5) the terms of the no-shop restrictions applicable to Momentive, the circumstances in which Momentive could negotiate or accept a superior proposal; (6) the amount of the termination fee payable by Momentive and the circumstances in which it would be payable; (7) the conditions to each party’s obligations to complete the merger; (8) the termination date and the circumstances in which the parties could terminate the merger agreement, as well as the limitation of the parties’ liability in the event the merger agreement was terminated; (9) the circumstances in which the equity commitment letter and the Limited Guaranty would terminate; and (10) the interim operating covenants applicable to Momentive prior to the closing of the merger and related exceptions for matters such as Momentive’s 2023 annual equity award refresh grant, other employee compensation and retention, and entry by Momentive into new material contracts.

Also on February 8, 2023, the Strategic Committee met, with members of Momentive management and representatives of Wilson Sonsini in attendance. Members of Momentive management discussed with the Strategic Committee (1) the trends and deteriorating results in Momentive’s business for the fourth quarter 2022 and for first quarter of 2023 to date, (2) deviations in billings and operating margin results relative to the November 2022 long-range plan and Momentive’s previously disclosed financial and operational guidance, (3) Momentive management’s expectations for further deteriorations in Momentive’s business and financial

performance for 2023, including scenarios for implementing a workforce reduction plan and other operational and cost-cutting adjustments. The Strategic Committee requested that Momentive management further develop its views on these topics, including expectations for Momentive’s performance through 2026, and present Momentive management’s views to the Momentive Board on these topics.

On February 12, 2023, Wilson Sonsini sent an initial draft of the voting agreement to Paul Hastings. Over the subsequent month and prior to the execution of the merger agreement, representatives of Momentive and STG and their respective legal advisors exchanged drafts and negotiated the terms of the voting agreement. Key terms of the voting agreement negotiated between the parties included the terms of the voting commitments applicable to the voting agreement stockholders, and the circumstances in which the transfer restrictions and voting commitments applicable to the voting agreement parties would terminate.

On February 13, 2023, representatives of STG contacted representatives of Qatalyst Partners and Mr. Lurie to provide them with an update on their efforts to secure equity and debt financing commitments for the transaction.

On February 14, 2023, representatives of STG contacted representatives of Qatalyst Partners to inform them that certain of the limited partner co-investors required additional time to obtain approval of their potential financing commitments, and Parent would not be in a position to finalize its financing commitments prior to Momentive’s scheduled earnings call on February 16, 2023.

Also on February 14, 2023, a representative of a financial advisor contacted Mr. Lurie and Ms. Decker to inform them that a financial sponsor (which we refer to as “Financial Sponsor J”) had expressed interest in a potential acquisition of Momentive. Representatives of Qatalyst Partners, in accordance with the direction of the Strategic Committee, contacted representatives of Financial Sponsor J to discuss their interest in Momentive.

On February 15, 2023, the Momentive Board met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with STG, including the status of STG’s efforts to secure financing commitments for the transaction and the fact that STG had confirmed it had not yet finalized its financing commitments. The Momentive Board discussed timing considerations for executing a potential acquisition with STG, noting that the timeline for a transaction would be contingent on STG finalizing its financing commitments. The Momentive Board discussed with representatives of Qatalyst Partners STG’s potential sources of funds for an acquisition of Momentive; based on these discussions and the continued deterioration of Momentive’s business and financial performance, it was the consensus of the Momentive Board that STG would likely not be able to improve its proposed purchase price above $10.00 per share of Momentive common stock. The Momentive Board discussed with its advisors STG’s proposed equity financing structure and related financing and closing certainty risks, as well as the terms being negotiated to mitigate these risks, including Momentive’s ability to enforce the equity financing commitments directly under the equity commitment letter and the size and source of the Parent termination fee. Members of Momentive management presented (1) the trends and results in Momentive’s business for the fourth quarter 2022 and for first quarter of 2023 to date, (2) deviations in billings and operating margin results relative to the November 2022 long-range plan and Momentive’s previously disclosed financial and operational guidance, (3) Momentive management’s expectations for deteriorations in Momentive’s prospective business and financial performance through 2026, including scenarios for implementing a workforce reduction plan and other operational and cost-cutting adjustments. Mr. Lurie noted his belief that the implementation of a workforce reduction plan would be in the best interests of Momentive and its stockholders as an independent entity. The Momentive Board discussed these matters and various scenarios for implementing and announcing a workforce reduction plan, including stockholder reactions and the potential impact on discussions and negotiations with STG. Following discussion, the Momentive Board approved the implementation of the workforce reduction plan, to be announced and initiated in connection with Momentive’s earnings call scheduled for the next day. The Momentive Board also approved Momentive management providing financial and operational guidance for the first quarter of 2023 on the earnings call to reflect Momentive management’s revised expectations for Momentive’s business performance and the implementation of the workforce reduction plan, and requested that Momentive management prepare and present at a subsequent meeting of the Momentive Board an updated version of long-range plan for Momentive to account for these matters.

After the close of trading on February 16, 2023, Momentive held its earnings call to report fourth quarter and full year results for 2022. During the call, Momentive announced (1) a plan designed to improve Momentive’s operating margins, which included a reduction of Momentive’s workforce by approximately 14 percent and (2) financial guidance for the first quarter 2023 consistent with the Momentive Board’s approval at its prior meeting. Momentive common stock closed trading at a price of $7.26 per share on February 17, 2023.

Following Momentive’s earnings call, between February 19, 2023 and February 28, 2023, members of Momentive management met with representatives of STG to discuss the workforce reduction plan and the updated first quarter financial guidance announced by Momentive on its earnings call. Representatives of STG indicated that STG’s limited partners would need to review these updates with their investment committees before confirming their potential equity financing commitments.

On February 21, 2023, representatives of Financial Sponsor J contacted representatives of Qatalyst Partners to inform them that Financial Sponsor J was declining to engage in discussions with Momentive based on its review of publicly available information and because it did not believe they could proceed with the speed and certainty to match Momentive’s ongoing solicitation process.

On February 24, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Wilson Sonsini provided an update on the negotiation of the merger agreement and the related transaction documents. The Strategic Committee discussed with its advisors (1) the terms of the merger as they related to financing and closing certainty; (2) Momentive’s rights with respect to the enforcement of the financing commitments; and (3) Momentive’s remedies in the event of a financing failure, including Momentive’s ability to enforce the equity financing commitments directly against the equity financing sources and the size and source of the Parent termination fee. Representatives of Qatalyst Partners provided an update on discussions with STG, including the status and timing of Parent’s efforts to secure financing commitments. The Strategic Committee discussed with its advisors the execution risks presented by STG’s proposed transaction financing structure. The Strategic Committee directed its advisors to continue to negotiate the terms of the merger, including as they related to financing and closing certainty. Representatives of Wilson Sonsini and members of Momentive management also provided an update on the negotiations with STG regarding exceptions to the interim operating covenants under the merger agreement for employee compensation and retention matters, including the amount and terms of equity awards proposed to be issued by Momentive prior to the closing. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters.

On March 3, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on discussions with STG, including the status and timing of Parent’s efforts to secure financing commitments for the merger communicated by STG. Representatives of Wilson Sonsini provided an update on the negotiation of the merger agreement and the related transaction documents. Members of Momentive management presented a draft updated long-range plan for Momentive in accordance with the Momentive Board’s direction at its prior meeting. The Strategic Committee discussed the updated long-range plan, including Momentive management’s views as to the execution risk of achieving the results indicated by the plan, and requested that Momentive management present the draft plan to the Momentive Board to obtain the views and feedback of the Momentive directors on the draft plan. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters, including Momentive management’s view that achieving the draft plan faced significant execution risks in light of the headwinds and trends in Momentive’s industry and business. The Strategic Committee also discussed the amount and terms of equity awards proposed to be issued by Momentive as part of its 2023 annual refresh grant prior to the closing, as well as other exceptions to the interim operating covenants under the merger agreement for employee compensation and retention matters.

Also on March 3, 2023, Paul Hastings provided a draft of the debt commitment letter to Wilson Sonsini. Wilson Sonsini subsequently provided comments on the draft of the debt commitment letter to Paul Hastings.

On March 5, 2023, representatives of Qatalyst Partners contacted representatives of STG to obtain an update on Parent’s efforts to secure financing commitments. In connection with that discussion, representatives of STG sent representatives of Qatalyst Partners a schedule of its detailed illustrative, estimated sources and uses of funds in the merger, which schedule assumed that Parent would pay $10.00 per share of Momentive common stock as consideration in the merger.

On March 6, 2023, representatives of STG informed representatives of Qatalyst Partners that they expected the limited partner co-investors would seek approval of their potential equity financing commitments from their respective investment committees within the next two days.

On March 7, 2023, representatives of STG communicated to representatives of Qatalyst Partners that certain limited partner co-investors had determined not to proceed with an equity commitment in Parent, and that considering (1) the prevailing business trends relating to Momentive, including as publicly disclosed in Momentive’s updated public guidance, (2) the remaining potential equity financing amounts and the anticipated debt financing amounts available for a potential transaction, together with Momentive’s estimated available cash on hand at the closing; (3) the estimated capitalization of Momentive at closing (including equity awards proposed to be issued by Momentive as part of its 2023 annual refresh grant prior to the closing) and the aggregate amount of consideration estimated to be payable by Parent in the merger; and (4) the other anticipated uses of funds in the merger, including the repayment of Momentive’s outstanding debt and estimated transaction expenses, Parent would only have the capacity to pay a purchase price of $9.20 in cash per share of Momentive common stock in an acquisition. Following this discussion, STG delivered a revised written proposal to acquire Momentive at a purchase price of $9.20 in cash per share of Momentive common stock.

Later on March 7, 2023, the Momentive Board met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Members of Momentive management presented a draft updated long-range plan for Momentive to reflect headwinds and trends in Momentive’s industry and business and the implementation of the workforce reduction plan, which members of Momentive management characterized as an “upside” case for Momentive’s near-term billings growth. In reviewing the long-range plan presented at the meeting, the Momentive Board discussed with Momentive management and considered, among other factors, Momentive management’s view that achieving the results indicated by the plan was subject to significant execution risks in light of the headwinds and trends in Momentive’s industry and business, the trends in Momentive’s industry and business that needed to improve in the near-term in order to achieve the plan, and Momentive’s recent track record of achieving publicly disclosed operating and financial guidance in the context of uncertain market conditions. Following discussion, the Momentive Board requested that Momentive management prepare and present to the Momentive Board an updated plan with alternative scenarios for billings growth that Momentive management had more confidence in achieving. Representatives of Qatalyst Partners also provided an update on discussions with STG, including the revised acquisition proposal received that day and the status of Parent’s efforts to secure financing commitments for the merger. The Momentive Board also discussed the amount and terms of equity awards proposed to be issued by Momentive as part of its 2023 annual refresh grant prior to the closing, as well as other exceptions to the interim operating covenants under the merger agreement for employee compensation and retention matters. The Momentive Board also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters. Following discussion, the Momentive Board directed Qatalyst Partners to continue to negotiate the acquisition price of the merger with STG.

On March 8, 2023, representatives of Qatalyst Partners discussed with representatives of STG its assumptions and estimates with respect to sources and uses of funds in the merger, including revisions to the amounts of Momentive’s estimated available cash on hand at the closing and the estimated transaction expenses, and the impact of such revisions on Parent’s capacity to pay an increased purchase price per share in the merger. Following this discussion, STG delivered a revised written proposal to acquire Momentive at a purchase price of $9.35 in cash per share of Momentive common stock. In addition, representatives of STG indicated that STG might have capacity to further increase its purchase price if Momentive issued less equity awards as part of its 2023 annual refresh grant prior to the closing.

On March 9, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst

Partners provided an update on discussions with STG, including the revised acquisition proposal received the prior day and the status of Parent’s efforts to secure financing commitments for the merger, as well the remaining potential equity co-investors STG proposed to include in the consortium. Representatives of Wilson Sonsini provided an update on the negotiation of the merger agreement and related transaction documents. The Strategic Committee discussed with its advisors (1) the execution risks presented by STG’s proposed transaction financing structure; (2) the terms of the merger agreement and related transaction documents as they related to financing and closing certainty; and (3) Momentive’s rights with respect to the enforcement of the financing commitments and Momentive’s remedies in the event of a financing failure. The Strategic Committee discussed the amount and terms of equity awards proposed to be issued by Momentive as part of its 2023 annual refresh grant prior to the closing, and other employee compensation and retention matters, and how to optimize the possibility of obtaining an improved acquisition proposal from STG relative to employee retention and incentive objectives prior to the closing of a potential transaction and in the event a transaction was not ultimately consummated. Following discussion, the Strategic Committee directed Qatalyst Partners, Wilson Sonsini and Momentive management to continue to negotiate the terms of the merger, including the acquisition price and the terms related to financing and closing certainty. It was the consensus of the Strategic Committee that Momentive should propose to issue a reduced amount of equity awards and retention bonuses to prior to the closing and seek an improved acquisition proposal from STG.

Later on March 9, 2023, in accordance with the direction of the Strategic Committee, representatives of Qatalyst Partners communicated to representatives of STG Momentive’s proposed amount and terms of equity awards and retention bonuses to be issued by Momentive prior to the closing consistent with the direction of the Strategic Committee and requested an improved acquisition proposal. In response, STG requested to increase the amount of equity awards and retention bonuses to be issued by Momentive prior to closing for employee retention purposes but also indicated that, based on the proposed net reduction in the amount of equity awards and retention bonuses to be issued, Parent would have the capacity to pay a purchase price of $9.45 in cash per share of Momentive common stock in an acquisition. Representatives of Qatalyst Partners and Wilson Sonsini also continued to negotiate the terms of the merger with representatives of STG consistent with the direction of the Strategic Committee, including the conditions and other terms of the equity financing sources’ obligations to complete their respective equity financing commitments and the size of the Parent termination fee.

Still later on March 9, 2023, representatives of Qatalyst Partners noted to representatives of STG that, based on their calculations of the sources and uses of funds in the merger and the reduction in the amount of equity awards and retention bonuses proposed by Momentive to be issued prior to the closing, Parent would have the capacity to pay a purchase price of $9.46 per share of Momentive common stock in an acquisition. STG agreed with Qatalyst Partner’s calculations, and orally increased its proposal to acquire Momentive at a purchase price of $9.46 in cash per share of Momentive common stock.

On March 10, 2023, the Momentive Board met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Members of Momentive management presented an updated long-range plan for Momentive, including revisions relative to the draft plan presented at the prior meeting of the Momentive Board based on the feedback of the Momentive directors (which we refer to as the “March 2023 long-range plan”). Additional information about the preparation and substance of the March 2023 long-range plan is contained in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” The Momentive Board discussed the updates to the long-range plan with members of Momentive management, including Momentive management’s increased confidence in the achievability of the results indicated by the March 2023 long-range plan in the near-term and long-term in light of current and anticipated headwinds and trends in Momentive’s industry and business. Following discussion, the Momentive Board approved the March 2023 long-range plan, including for purposes of Qatalyst Partners’ financial analyses, and authorized Qatalyst Partners to share a summary of the March 2023 long-range plan with STG. Representatives of Qatalyst Partners and representatives of Wilson Sonsini provided an update on the negotiations and discussions with STG, including the status of Parent’s efforts to secure financing commitments and the terms of Parent’s financing commitments and Momentive’s rights with respect thereto. Representatives of Qatalyst Partners noted that, based on the amount of Parent’s anticipated financing commitments and the estimated sources and uses of funds in the merger, Parent would not have the capacity to pay a purchase price of more than $9.46 in cash per share of Momentive common stock in an acquisition. The Momentive Board discussed with

representatives of Qatalyst Partners and Wilson Sonsini potential Momentive stockholder reactions to the announcement of the merger. The Momentive Board also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters. Following discussion, the Momentive Board authorized representatives of Wilson Sonsini and Qatalyst Partners and members of Momentive management to continue negotiating the terms of the merger with STG. Following the meeting, representatives of Qatalyst Partners provided STG with a summary of the March 2023 long-range plan.

Also on March 10, 2023, Momentive received a notice from a stockholder nominating a candidate for election to the Momentive Board at Momentive’s 2023 annual meeting of stockholders.

On March 11, 2023, the Strategic Committee met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners reviewed the process to solicit proposals conducted by Momentive to date. Representatives of Qatalyst Partners and Wilson Sonsini provided an update on the negotiations and discussions with STG, including the status of Parent’s efforts to secure financing commitments for the merger. In particular, representatives of Wilson Sonsini noted that the negotiation of the merger agreement and related transaction documents was substantially complete, in accordance with the terms previously discussed with the Strategic Committee and the Momentive Board, but that the execution of the merger agreement remained subject to the finalization of Parent’s financing commitments. The Strategic Committee discussed the impact of contemporaneous events with respect to the failure of Silicon Valley Bank and disruption in the U.S. banking sector on Parent’s ability to finalize its financing commitments and execute the merger. The Strategic Committee also met in executive session, without Momentive management or representatives of Qatalyst Partners in attendance, and continued to discuss these matters. Following discussion, the Strategic Committee directed representatives of Wilson Sonsini and Momentive management to finalize the forms of the merger agreement and confirm that Parent’s financing commitments had been finalized. The Strategic Committee also determined to recommend to the Momentive Board that it adopt and approve the merger agreement and the transactions contemplated by the merger agreement, including the merger.

On March 12, 2023, representatives of STG communicated to representatives of Qatalyst Partners that, in light of disruption in the U.S. banking sector and related uncertainty, certain members of the equity investment consortium and the debt financing sources would not be in a position to confirm their respective financing commitments until they observed the market reactions to these events on March 13, 2023, and therefore Parent was not in a position to finalize and execute the merger agreement on March 12, 2023.

Later on March 12, 2023, the Momentive Board met, with members of Momentive management and representatives of each of Wilson Sonsini and Qatalyst Partners in attendance. Representatives of Qatalyst Partners provided an update on the negotiations and discussions with STG, including the fact that Parent’s financing commitments were not expected to be finalized that day. Representatives of Qatalyst Partners also reviewed the process to solicit proposals conducted by Momentive to date, in which Momentive, with the assistance of Qatalyst Partners, had engaged in discussions with 22 potential counterparties, consisting of 18 financial sponsors and four potential strategic acquirors, 14 of which had entered into confidentiality agreements with Momentive and conducted due diligence, and that had resulted only in the proposal from Parent at that time. Representatives of Qatalyst Partners also presented to the Momentive Board their financial analysis of the per share price and related financial aspects of the merger. Representatives of Qatalyst Partners indicated they would be prepared to deliver a written 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 Momentive stockholders if and when requested by the Momentive Board prior to the execution of the merger agreement within the next day. The Strategic Committee delivered its recommendation that the Momentive Board adopt and approve the merger agreement and the transactions contemplated by the merger agreement, including the merger. Representatives of Wilson Sonsini reviewed with the members of the Momentive Board relevant Delaware law matters, including the directors’ fiduciary duties in connection with the merger. Representatives of Wilson Sonsini also reviewed with the Momentive Board the principal terms of the merger agreement, the voting agreements, the equity commitment letter and the other transaction documents. The Momentive Board also received from Qatalyst Partners an updated conflict disclosure letter, from which the Momentive Board did not identify matters that would limit Qatalyst Partner’s ability to fulfill its responsibilities as financial advisor to Momentive. In its review of the merger, the Momentive Board

considered various factors, including those described in the section titled “—Momentive’s Reasons for the Merger and Recommendation of the Momentive Board of Directors.” The Momentive Board directed representatives of Wilson Sonsini and Momentive management to finalize the forms of the merger agreement and related transaction documents.

On March 13, 2023, representatives of Paul Hastings provided representatives of Wilson Sonsini an updated version of the debt commitment letter and related documents reflecting revised lending terms, and representatives of each of Wilson Sonsini and Paul Hastings and members of Momentive management confirmed that the forms of the merger agreement, voting agreements and related transaction documents were final and that Parent had finalized its financing commitments for the merger.

Later on March 13, 2023, during the trading and prior to the Momentive Board’s approval of the merger agreement, upon the request of the Momentive Board, Qatalyst Partners delivered to the Momentive Board its written opinion, stating that based on conditions as of March 12, 2023 and the financial analysis presented to the Momentive Board on March 12, 2023, and based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, that the per share price to be received pursuant to, and in accordance with, the terms of the merger by the holders of Momentive common stock (other than Parent or any affiliate of Parent) is fair, from a financial point of view, to such holders. The written opinion was revised by Qatalyst Partners following the execution of the merger agreement to be in the form attached to this proxy statement as Annex B to correct a scrivener’s error and to remove confidential identifying information with respect to the members of the equity investment consortium. Momentive management also updated the Momentive Board on the discussions with STG and its representatives.

After the close of trading on March 13, 2023, the Momentive Board unanimously determined that the merger agreement and the merger are advisable and fair to and in the best interests of Momentive and its stockholders, and declared advisable, adopted and approved in all respects the merger agreement and the transactions contemplated by the merger agreement, including the merger, and approved the execution and delivery of the merger agreement, the voting agreements the other relevant transaction documents.

Still later on March 13, 2023, the merger agreement, voting agreements and related transaction documents were executed by the relevant parties, and Momentive publicly announced the merger and the execution of the merger agreement.

Also on March 13, 2023, following the announcement of the merger, Momentive received a notice withdrawing the nomination of a director candidate for election that had been submitted on March 10, 2023.

Recommendation of the Momentive Board

On March 13, 2023, the Momentive Board unanimously: (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Momentive and its stockholders; (2) approved the execution and delivery of the merger agreement by Momentive, the performance by Momentive 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 Momentive stockholders adopt the merger agreement and approve the transactions contemplated thereby; and (4) directed that the adoption of the merger agreement be submitted for consideration by Momentive stockholders at the special meeting.

The Momentive Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; (2) “FOR” the compensation that will or may become payable by Momentive to its 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.

In evaluating the merger agreement and the merger, the Momentive Board consulted with Momentive management, as well as representatives of each of Wilson Sonsini and Qatalyst Partners. In recommending that Momentive stockholders vote “FOR” the adoption of the merger agreement and approval of the merger,

the Momentive 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, as well as the factors discussed below, the Momentive Board concluded that entering into the merger agreement was advisable, fair to and in the best interests of Momentive and its stockholders.

The Momentive Board believed that the following material factors and benefits supported its determination and recommendation:

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

This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Momentive Board in its consideration of the merger. After considering these and other factors, the Momentive Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In light of the variety of factors considered by the Momentive Board and the complexity of these factors, the Momentive Board did not find 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 Momentive Board applied his or her own personal

business judgment to the process and may have assigned different relative weights to the different factors. The Momentive Board adopted and approved the merger agreement and the merger, and recommended that Momentive stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Momentive Board. 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.”

Momentive retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction such as the merger and to evaluate whether the per share price of $9.46 to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Momentive common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Momentive selected Qatalyst Partners to act as Momentive’s financial advisor based on Qatalyst Partners’ extensive expertise, knowledge of the industry in which Momentive 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 Momentive Board on March 12, 2023, Qatalyst Partners rendered to the Momentive Board its valuation analysis and stated that Qatalyst Partners was prepared to render a financial opinion to the Momentive Board based on that analysis, if asked to do so. Upon request of the Momentive Board the following day, during the trading and prior to the Momentive Board’s approval of the merger agreement, Qatalyst Partners delivered its written opinion, dated March 13, 2023, to the Board of Directors, to the effect that, based on conditions as of March 12, 2023 and the financial analysis presented to the Momentive Board on March 12, 2023, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Momentive common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. For more information on the delivery of the opinion by Qatalyst Partners to the Momentive Board, please see the section of this proxy statement captioned “—Background of the Merger.”

The full text of Qatalyst Partners’ written opinion, dated March 13, 2023, is attached hereto as Annex B and is incorporated by reference herein. 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. The Momentive stockholders should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Momentive 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 Momentive 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 Momentive common stock should vote with respect to the merger or any other matter and does not in any manner address the price at which Momentive 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.

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 Momentive. Qatalyst Partners also reviewed the March 2023 long-range plan and the March 2023 extrapolations prepared by Momentive management (which is referred to in this section of the proxy statement, collectively, as the “Momentive Projections”), described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Momentive with senior management of Momentive. Qatalyst Partners also reviewed the historical market prices and trading activity for Momentive common stock and compared the financial performance of Momentive and the prices and trading activity of Momentive 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 Momentive. With respect to the Momentive Projections, Qatalyst Partners was advised by Momentive management, and Qatalyst Partners assumed based on discussions with Momentive management and the Momentive Board, that the Momentive Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Momentive management of the future financial performance of Momentive 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 Momentive 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 Momentive 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 Momentive management as to the existing and future technology and products of Momentive 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, March 12, 2023. Events occurring after March 12, 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 Momentive to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Momentive. 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 Momentive common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Momentive or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated March 13, 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 Momentive Projections, described in the section of this proxy statement captioned “—Certain Unaudited Prospective Information.” 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.

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Momentive common stock as of December 31, 2022 (which is the end of Momentive’s most recent completed fiscal year and most recent balance sheet date) by:

Based on the calculations set forth above, this analysis implied a range of values for Momentive common stock of approximately $7.52 to $10.48 per share.

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Momentive 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 business to Momentive, 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 March 10, 2023 (which are referred to as the “Analyst Projections”) and using the closing prices as of March 10, 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 2023 (which are referred to as the “CY2023E revenue multiples”), for each of the selected companies.

Based upon the Analyst Projections and using the closing prices as of March 10, 2023 for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully diluted equity value divided by the estimated consensus levered free cash flow for calendar year 2023 (which are referred to as the “CY2023E LFCF multiples”) for each of the selected companies.

The companies used in this comparison are listed below:

Based on an analysis of the CY2023E revenue multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 2.0x to 3.5x.

Qatalyst Partners then applied this range to each of Momentive’s estimated revenue for calendar year 2023: $489 million based on the Momentive Projections, and $495 million based on the Analyst Projections. Based on the fully diluted shares of Momentive common stock outstanding as of March 10, 2023 (calculated utilizing the same methodology as used in the above section of this proxy statement captioned “—Discounted Cash Flow Analysis”). This analysis implied a range of values for Momentive common stock of approximately $6.32 to $10.96 per share based on the Momentive Projections and approximately $6.40 to $11.10 per share based on the Analyst Projections.

Based on an analysis of the CY2023E LFCF multiples for each of the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 10.0x to 15.0x.

Qatalyst Partners then applied this range to each of Momentive’s estimated levered free cash flow for calendar year 2023: $78 million based on the Management Projections, and $88 million based on the Analyst Projections. Based on the fully diluted shares of Momentive common stock outstanding as of March 10, 2023 (calculated utilizing the same methodology as used in the above section of this proxy statement captioned “—Discounted Cash Flow Analysis”).This analysis implied a range of values for Momentive common stock of approximately $4.96 to $7.44 per share based on the Momentive Projections and approximately $5.57 to $8.35 per share based on the Analyst Projections.

No company included in the selected companies analysis is identical to Momentive. 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 Momentive, such as the impact of competition on Momentive’s business and the industry in general, industry growth and the absence of any material adverse change in Momentive’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.

Qatalyst Partners compared seven selected public company transactions announced since 2011 that had a deal value of more than $1 billion, including transactions involving companies participating in similar lines of business to Momentive or with similar business models, similar financial performance or other relevant or similar characteristics.

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 last-12-months’ revenue of the

target company (which are referred to as the “LTM revenue multiples”), (2) the implied fully diluted enterprise value of the target company as a multiple of the Analyst Projections of the next-12-months’ revenue of the target company (which are referred to as the “NTM revenue multiples”) and (3) the implied fully diluted equity value of the target company as a multiple of the Analyst Projections of the next-12-months levered free cash flow of the target company (which are referred to as the “NTM LFCF multiples”).

Based on an analysis of the LTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 2.6x to 6.3x and then applied this range to Momentive’s last-12 months’ revenue (calculated as the 12-month period ending December 31, 2022). Based on the fully diluted shares of Momentive common stock outstanding as of March 10, 2023 calculated utilizing the same methodology as used in the above section of this proxy statement captioned “—Discounted Cash Flow Analysis”), as provided by Momentive management, this analysis implied a range of values for Momentive common stock of approximately $8.04 to $19.08 per share.

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 2.3x to 5.9x and then applied this range to Momentive’s estimated next-12-months’ revenue (calculated as the 12-month period ending December 31, 2023) 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 Momentive common stock of approximately $7.34 to $18.44 per share.

Based on an analysis of the NTM LFCF multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 13.1x to 27.5x then applied this range to Momentive’s estimated next-12-months’ levered free cash flow (calculated as the 12-month period ending December 31, 2023) based on the Analyst Projections. Based on the same fully diluted share count calculation as used for the analysis utilizing LTM revenue multiples above, this analysis implied a range of values for Momentive common stock of approximately $7.30 to $15.23 per share.

No company or transaction utilized in the selected transactions analysis is identical to Momentive 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 Momentive’s control, such as the impact of competition on Momentive’s business or the industry generally, industry growth and the absence of any material adverse change in Momentive’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 cautioned against placing undue reliance on this information.

In connection with the review of the merger by the Momentive 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 Momentive. 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 Momentive. 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 Momentive 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 Momentive common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Momentive Board was one of many factors considered by the Momentive 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 Momentive 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 Momentive common stock (other than Parent or any affiliate of Parent) or of whether the Momentive Board would have been willing to agree to a different consideration. The per share price payable in the merger was determined through arm’s-length negotiations between Momentive and Parent and was approved by the Momentive Board. Qatalyst Partners provided advice to Momentive during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Momentive 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 Momentive, Parent or certain of their respective affiliates. During the two-year period prior to the date hereof, no material relationship existed between Qatalyst Partners or any of its affiliates and the Company, Parent, Symphony Technology Group or the other equity co-investors of Parent, or their respective affiliates, pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that Qatalyst Partners acted as a financial advisor to the Company in connection with certain shareholder activism and governance matters. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Momentive or Parent and their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided Momentive with financial advisory services in connection with the merger for which it will be paid an aggregate amount currently estimated at approximately $19 million, $3 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), $2 million of which was payable for services previously rendered and the remaining portion of which will be paid upon, and subject to, the closing of the merger. Momentive has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Momentive 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.

among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Momentive management regularly prepares, and the Momentive Board regularly evaluates prospective financial information as to Momentive’s future performance as part of its resource planning and long-term business planning processes. Momentive management regularly makes and reviews with the Momentive Board updates to its business plan, including to reflect actual results and trends and changes in Momentive’s performance and the industry in which it operates.

During the period in which it was engaged in discussions with STG and certain other parties with respect to a potential transaction, and as part of Momentive’s strategic planning process and evaluation of strategic alternatives (including continuing as an independent company), Momentive management prepared and reviewed with the Strategic Committee and the Momentive Board various unaudited forward-looking financial information, including the unaudited prospective financial information summarized below. The tables below summarize the (1) unaudited prospective financial information for fiscal years 2022 through 2026 included in the long-term business plan for Momentive reviewed with, and approved by, the Momentive Board on April 8, 2022 (which financial information is referred to as the “April 2022 long-range plan”); (2) unaudited prospective financial information for fiscal years 2022 through 2026 included in the long-term business plan for Momentive reviewed with, and approved by, the Momentive Board on November 9, 2022 (which financial information is referred to as the “November 2022 long-range plan”); and (3) unaudited prospective financial information for fiscal years 2023 through 2026 included in the long-term business plan for Momentive as updated by Momentive management as of, and reviewed with and approved by the Momentive Board on, March 10, 2023 (which financial information is referred to as the “March 2023 long-range plan”), together with extrapolations of such unaudited prospective financial information for fiscal years 2027 through 2032 prepared by Momentive management and reviewed with the Momentive Board on March 10, 2023 (which extrapolations are referred to as the “March 2023 extrapolations”). For purposes of this proxy statement, we refer to the April 2022, November 2022 long-range plan, the March 2023 long-range plan and the March 2023 extrapolations, collectively, as the “unaudited prospective financial information.”

The unaudited prospective financial information was prepared for internal use and not for public disclosure and was provided by Momentive management to the Strategic Committee and the Momentive Board for the purposes of considering, analyzing and evaluating the merger and other strategic alternatives available to Momentive. At the direction of the Momentive Board, the March 2023 long-range plan and the March 2023 extrapolations were also provided to, and approved by the Momentive Board for use by, Qatalyst Partners for purposes of performing its financial analyses in connection with rendering its opinion to the Momentive Board. Qatalyst Partners was advised by Momentive management, and Qatalyst Partners assumed based on discussions with Momentive management and the Momentive Board, that the March 2023 long-range plan and the March 2023 extrapolations had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Momentive management of the future financial performance of Momentive and other matters covered thereby. In addition, as described in the section of this proxy statement captioned “Background of the Merger,” at the direction of the Strategic Committee and the Momentive Board, (1) a summary of the April 2022 long-range plan was provided to Financial Sponsor A on April 18, 2022, (2) a summary of November 2022 long-range plan was provided to STG on November 18, 2022 and to certain other potential counterparties to a potential strategic transaction involving Momentive in October and November 2022, and (3) a summary of the March 2023 long-range plan was provided to STG on March 10, 2023, in each case as part of Momentive’s discussions with those parties with respect to a potential transaction and to assist in their respective due diligence review. For more information on the preparation and use of the unaudited prospective financial information, please see the sections of this proxy statement captioned “Background of the Merger” and “Opinion of Qatalyst Partners LP.”

The unaudited prospective financial information was developed by Momentive management as then-current estimates of Momentive’s future financial performance as an independent company. The unaudited prospective financial information does not give effect to the merger, including any impact of the negotiation or execution of the merger agreement or the merger, the expenses that have already and will be incurred in connection with completing the merger, or any changes to Momentive’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the merger. The unaudited prospective financial information also does not consider the effect of any failure of the merger to be completed; it should not be viewed as accurate or continuing in that context.

The unaudited prospective financial information constitutes forward-looking statements. The unaudited prospective financial information is not included in this proxy statement to influence any decision on whether to vote for the merger proposal or any other proposal presented at the special meeting, but rather is included in this proxy statement to give stockholders access to certain non-public information that was provided to the Strategic Committee, the Momentive Board and Qatalyst Partners for the purposes described above, as well as to STG and certain other potential counterparties to a potential strategic transaction involving Momentive. By including the unaudited prospective financial information in this proxy statement, none of Momentive, the Strategic Committee, the Momentive Board, Qatalyst Partners or any person has made or makes any representation to any person regarding Momentive’s ultimate performance as compared to the information contained in the unaudited prospective financial information. The inclusion of the unaudited prospective financial information should not be regarded as an indication that Momentive, the Strategic Committee, the Momentive Board or 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 unaudited prospective financial information in this proxy statement does not constitute an admission or representation by Momentive that the information presented is material. There can be no assurance that the prospective results will be realized or that actual results of Momentive will not be materially lower or higher than estimated. The unaudited prospective financial information has not been updated or revised to reflect information or results either as of or after the date of this proxy statement. Momentive has, and may continue to, report results of operations for periods included in the unaudited prospective financial information that were or will be completed following the preparation of the unaudited prospective financial information. Stockholders and investors are urged to refer to Momentive’s periodic filings with the SEC for information on Momentive’s actual historical results.

The unaudited prospective financial information was 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 unaudited prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The unaudited prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, Momentive’s management. Momentive’s independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the unaudited prospective financial information and, accordingly, they do not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report incorporated by reference in this proxy statement relates solely to Momentive’s previously issued financial statements. It does not extend to the unaudited prospective financial information and should not be read to do so.

Although the unaudited prospective financial information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events made by Momentive management that Momentive management believed in good faith were reasonable at the time the unaudited prospective financial information was prepared, including with respect to (1) market, industry, customer and competitive trends in Momentive’s business and industry; (2) growth rates for Momentive’s revenues in self-serve and sales-assisted channels; (3) personnel, research and development and other operating expenses; (4) operating margins; and (5) other relevant operating and financial measures. Momentive’s ability to achieve the financial results contemplated by the unaudited prospective financial information will be affected by Momentive’s ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The unaudited prospective financial information reflects assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the unaudited prospective financial information not to be achieved can be found in the risk factors included in Momentive’s periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of Momentive’s control. As a result, there can be no assurance that the unaudited prospective financial information will be realized, and Momentive’s actual results may be materially better or worse than those contained in the unaudited prospective financial information. For information on factors that may cause Momentive’s future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.” The unaudited prospective financial information may differ from publicized analyst estimates and forecasts. You should evaluate the unaudited prospective financial information, if at all, in conjunction with Momentive’s historical financial statements and other

information regarding Momentive contained in Momentive’s public filings with the SEC. The unaudited prospective financial information may not be consistent with Momentive’s historical operating data as a result of the assumptions utilized in preparing such information. Except to the extent required by applicable federal securities laws, Momentive do not intend to update or otherwise revise the unaudited prospective financial information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

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

Certain of the financial measures included in the unaudited prospective financial information are non-GAAP financial measures (which we refer to as the “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 unaudited prospective financial information, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the unaudited prospective financial information is 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 provided to or relied upon by the Strategic Committee, the Momentive Board, Qatalyst Partners, or any other person. Accordingly, no reconciliation of the financial measures included in the unaudited prospective financial information is provided in this proxy statement.

The following table presents a summary of the April 2022 long-range plan.

The following table presents a summary of the November 2022 long-range plan.

The following table presents a summary of the March 2023 long-range plan, together with the March 2023 extrapolations. Estimates of Momentive’s Unlevered Free Cash Flow for 2023 through 2026 were prepared by Momentive management and used by Qatalyst Partners in connection with its financial analyses for the purpose of rendering its opinion to the Momentive Board as described in more detail in the section of this proxy statement captioned “Opinion of Qatalyst Partners LP”.

When considering the recommendation of the Momentive Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that Momentive’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Momentive’s stockholders. Additionally, concurrently with the execution of the merger agreement, Momentive’s directors, in their capacities as Momentive stockholders, entered into the voting agreements with Parent and Momentive. The voting agreements obligate these persons to vote their respective shares of Momentive common stock (1) in favor of the adoption of the merger agreement and any action in furtherance of the adoption of the merger agreement; (2) against any action or agreement that would reasonably be expected to result in a material breach of any representation, warranty, covenant or obligation of Momentive in the merger agreement; and (3) against any proposal involving Momentive or any of its subsidiaries that would reasonably be expected to have a Momentive material adverse effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) or materially impede, interfere with, delay, postpone or adversely affect the consummation of the merger or any of the other transactions contemplated by the merger agreement. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by Momentive’s stockholders, the Momentive 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 below.

Pursuant to the terms of the merger agreement, directors and officers of Momentive 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.”

As of April 5, 2023, there were outstanding awards of Momentive RSUs (or portions thereof) that cover an aggregate of 10,159,110 shares of Momentive common stock, of which Momentive RSUs covering an aggregate of 66,182 shares of Momentive common stock were held by Momentive’s current non-employee directors and of which Momentive RSUs covering an aggregate of 1,560,069 shares of Momentive common stock were held by Momentive’s current executive officers.

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

At the effective time of the merger, each unvested Momentive RSU will be cancelled and converted into the contingent right to receive a converted cash award equal to (1) the total number of shares of Momentive common stock subject to such unvested Momentive RSU, multiplied by (2) the per share price, less 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 as applied to the corresponding unvested Momentive RSU immediately prior to the effective time of the merger, with payment forfeited to the extent vesting is not satisfied.

For more information regarding the treatment of Momentive RSUs held by Momentive’s directors and executive officers, see the section of this proxy statement captioned “Interests of Momentive’s Directors and Executive Officers in the Merger—Change in Control and Severance Benefits Under Existing Relationships.”

As of April 5, 2023, there were 809,314 of shares of Momentive common stock subject to outstanding Momentive restricted stock awards, none of which were held by Momentive’s current non-employee directors and all of which were held by Momentive’s current executive officers (at maximum target performance for any performance-based Momentive restricted stock award).

At the effective time of the merger, each outstanding share of Momentive restricted stock will be cancelled and converted into the contingent right to receive a converted cash award equal to (1) the total number of shares of Momentive common stock subject to such outstanding Momentive restricted stock award, multiplied by (2) the per share price, less 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 as applied to the corresponding Momentive restricted stock award immediately prior to the effective time of the merger, with payment forfeited to the extent vesting is not satisfied.

On March 13, 2022, we granted Alexander J. Lurie, our chief executive officer, a performance-based restricted stock award (which we refer to as the “Lurie restricted stock award”). Pursuant to the terms of the Restricted Stock Award Agreement governing the Lurie restricted stock award (which we refer to as the “Restricted Stock Agreement”), the performance period applicable to the Lurie restricted stock award will end five business days prior to closing and the compensation committee will determine the number of shares eligible to vest (which we refer to as the “Lurie eligible shares”) based on Momentive’s total stockholder return and the total stockholder return of an index as described in the Restricted Stock Agreement. The per share price will be used to calculate Momentive’s total stockholder return. The number of Lurie eligible shares will be calculated based on actual performance in accordance with the terms of the Restricted Stock Agreement and, per the Restricted Stock Agreement, will be reduced by 19,189 shares (the number of Lurie eligible shares that vested at the end of the one-year performance period as described in the Restricted Stock Agreement). Upon closing, a pro-rated number of the Lurie eligible shares will vest with such pro-ration calculated by multiplying the number of Lurie eligible shares by a fraction with a numerator equal to the number of completed calendar months that have elapsed between the March 13, 2022 grant date of the Lurie restricted stock award and the closing, and a denominator of 36. Following closing, the remaining Lurie eligible shares will vest in approximately equal installments on each quarterly anniversary of the closing through March 13, 2025, with any remaining unvested Lurie eligible shares vesting on March 13, 2025. Vesting of the Lurie eligible shares is subject to continued service, but the Lurie eligible shares will be eligible for accelerated vesting upon a qualifying termination of employment under Mr. Lurie’s change in control and severance agreement. At 100% of target, 180,704 shares of Momentive common stock would become Lurie eligible shares. At maximum performance, 200% of target, or 361,408 shares of Momentive common stock would become Lurie eligible shares. For purposes of this disclosure, we have assumed that performance will be achieved at 100% of target and 161,515 shares of Momentive common stock (the 180,704 shares achieved at 100% of target reduced by the 19,189 shares that vested at the end of the one-year performance period as described in the Restricted Stock Agreement) will become Lurie eligible shares. At maximum performance, 342,219 shares of Momentive common stock (361,408 shares reduced by the 19,189 shares

that vested at the end of the one-year performance period as described in the Restricted Stock Agreement) would become Lurie eligible shares. For more information regarding the treatment of Momentive restricted stock held by Momentive’s directors and executive officers, see the section of this proxy statement captioned “Interests of Momentive’s Directors and Executive Officers in the Merger— Change in Control and Severance Benefits Under Existing Relationships.”

As of April 5, 2023, 10,778,822 shares were subject to outstanding Momentive options, of which 880,000 have an exercise price below the per share price. Momentive options to purchase an aggregate of 896,431 shares of Momentive common stock were held by Momentive’s current non-employee directors, none of which have an exercise price below the per share price, and Momentive options to purchase an aggregate of 6,672,237 shares of Momentive common stock were held by Momentive’s current executive officers, of which 600,000 have an exercise price below the per share price.

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

At the effective time of the merger, each unvested Momentive option will be cancelled and converted into the contingent right to receive a converted cash award equal to (1) the total number of shares of Momentive common stock subject to such unvested Momentive option, multiplied by (2) the excess, if any, of the per share price over the exercise price per share of Momentive common stock under such unvested Momentive option, less 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 as applied to the corresponding unvested Momentive option immediately prior to the effective time of the merger, with payment forfeited to the extent vesting is not satisfied.

Any underwater Momentive option will be cancelled at the effective time of the merger for no consideration or payment.

For more information regarding the treatment of Momentive options held by Momentive’s directors and executive officers, see the section of this proxy statement captioned “Interests of Momentive’s Directors and Executive Officers in the Merger—Change in Control and Severance Benefits Under Existing Relationships.”

We have taken, or will take prior to the effective time of the merger, all action that we determine to be reasonably necessary to, effective upon the consummation of the merger, (1) cause any offering period or purchase period under the ESPP that otherwise would be outstanding at the effective time of the merger to be terminated no later than the closing, but prior to the effective time of the merger; (2) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; (3) cause the exercise (as of no later than the closing, but prior to the effective time of the merger) of each outstanding purchase right pursuant to the ESPP; and (4) provide that no further offering period or purchase period will commence pursuant to the ESPP upon or after the effective time of the merger. The ESPP will terminate as of the effective time of the merger (but subject to the consummation of the merger). Of Momentive’s current executive officers, five are enrolled in the ESPP for the current purchase period. Momentive’s non-employee directors are not eligible to participate in the ESPP.

The following table sets forth for each person who has been a Momentive executive officer or member of the Momentive Board at any time since the beginning of Momentive’s 2022 fiscal year, (1) the number of shares of Momentive common stock directly held; (2) the number of shares of Momentive common stock subject to his or her in-the-money Momentive options; (3) the number of shares of Momentive common stock subject to his or her Momentive RSUs; and (4) the number of shares of Momentive restricted stock, assuming the following and such additional assumptions set forth in the footnotes to the table:

We have granted certain stock-based awards such as stock options and RSUs under Momentive’s 2018 Equity Incentive Plan (which we refer to as the “2018 plan”) and Momentive’s 2011 Equity Incentive Plan, as amended, that are outstanding and held by Momentive’s non-employee directors, including pursuant to Momentive’s Outside Director Compensation Policy. Pursuant to the 2018 plan and the Outside Director Compensation Policy, equity awards granted to Momentive’s non-employee directors will accelerate vesting upon a “change in control.” The closing of the merger will be a “change in control” within the meaning of Momentive’s 2018 plan and the terms of the Outside Director Compensation Policy.

Momentive has entered into a change in control and severance agreement with each of its current executive officers that provide for the severance and change in control benefits as described below. Messrs. Coulombe’s, Schoenstein’s and Hale’s change in control and severance agreement terminated upon their resignation of their position and such individuals are not entitled to receive any benefits pursuant to the agreement.

Each change in control and severance agreement with Momentive’s current executive officers (with the exception of Mr. Sullivan, whose change in control and severance agreement does not have a term) has an initial term of three years commencing on the effective date of the agreement. On the third anniversary of the effective date of the agreement, the agreement will renew automatically for additional one-year terms unless either party provides the other party with written notice of nonrenewal at least one-year prior to the date of automatic renewal. However, if a change in control (as defined in the applicable agreement) occurs when there are fewer than 12 months remaining during the initial term or during an additional term, the term of the change in control and severance agreement will extend automatically through the date that is 12 months following the date of the change in control. Additionally, if an initial occurrence of an act or omission by Momentive that constitutes grounds for “good reason” occurs, and the expiration date of any cure period with respect to such grounds could occur following the expiration of the initial term or an additional term, the term of the change in control and severance agreement will extend automatically for 15 days following the expiration of the cure period.

If an executive’s employment is terminated outside the period beginning 90 days before a change in control and ending 12 months following a change in control, which we refer to the “change in control period,” either (1) by Momentive (or any Momentive subsidiaries) without “cause” (excluding by reason of death or disability) or (2) by

any executive for “good reason” (as such terms are defined in each of their change in control and severance agreement), they will receive the following benefits if they timely sign and do not revoke a release of claims in Momentive’s favor (which may include an agreement not to disparage Momentive or any of its subsidiaries, non-solicit provisions and an agreement to assist in any litigation matters) and provided they return all documents and other property provided by Momentive and resign from all officer and director positions:

If, within the change in control period, an executive officer’s employment is terminated either (1) by Momentive (or any Momentive subsidiary) without cause (excluding by reason of death or disability) or (2) by any executive for good reason, they will receive the following benefits if they timely sign and do not revoke a release of claims in Momentive’s favor (which may include an agreement not to disparage Momentive or any of its subsidiaries, non-solicit provisions and an agreement to assist in any litigation matters) and provided they return all documents and other property provided by Momentive and resign from all officer and director positions:

If any of the amounts provided for under these change in control and severance agreements or otherwise payable to any Momentive executives would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the executive would be entitled to

receive either full payment of such 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. The change in control and severance agreements do not require Momentive to provide any tax gross-up payments.

The following information, table and the related footnotes present information about the compensation payable to Momentive’s named executive officers in connection with the merger.

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Momentive’s named executive officers 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 Momentive’s named executive officers. Momentive’s “named executive officers” for purposes of the disclosure in this proxy statement are Alexander J. Lurie, Richard Sullivan Jr., Lora Blum, Clarence Ewell, Priyanka Carr, Justin Coulombe, and John Schoenstein. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “—Interests of Momentive’s Directors and Executive Officers in the Merger—Treatment of Equity Awards” and “—Interests of Momentive’s Directors and Executive Officers in the Merger—Change in Control and Severance Agreements.”

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. Momentive’s named executive officers will not receive pension, non-qualified deferred compensation, or tax reimbursements in connection with the merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of Momentive common stock have been calculated based on the per share price.