XM Qualtrics International Inc

This notice of written consent and appraisal rights and information statement is being furnished to the holders of Class A common stock, par value $0.0001 per share (“Company Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“Company Class B Common Stock,” and together with Company Class A Common Stock, “Company Common Stock”), of Qualtrics International Inc., a Delaware corporation (“Qualtrics” or the “Company”), in connection with the Agreement and Plan of Merger, dated as of March 12, 2023 (the “Merger Agreement”), by and among the Company, Quartz Holdco, LLC, a Delaware limited liability company (“Parent”), and Quartz MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to this information statement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Qualtrics with Qualtrics surviving such merger as a wholly owned subsidiary of Parent (the “Merger,” and together with the other transactions contemplated by the Merger Agreement, collectively, the “Transactions”). Upon consummation of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than any Excluded Shares (as defined below) and any Dissenting Shares (as defined below), will be canceled and cease to exist and converted into the right to receive an amount in cash equal to $18.15 per share (the “Merger Consideration”), without interest and after giving effect to any applicable withholding taxes. However, the Merger Consideration will not be paid, nor any distribution will be made, in respect of (i) any shares of Company Common Stock held in the treasury of the Company or owned by any direct or indirect wholly owned subsidiary of the Company and any shares of Company Common Stock owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time (“Excluded Shares”), which at the Effective Time will automatically be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto and (ii) any shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time that are held by stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have demanded, properly in writing, appraisal for such shares in accordance with Section 262 of General Corporation Law of the State of Delaware (the “DGCL”), which at the Effective Time will not be converted into, or represent the right to receive, the Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal (such shares, “Dissenting Shares”).

The board of directors of Qualtrics (the “Board”) has (i) determined that the Merger Agreement and the Transactions are fair to and in the best interests of Qualtrics and its stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth in the Merger Agreement and (iv) subject to the terms of the Merger Agreement, recommended the adoption of the Merger Agreement by the stockholders of Qualtrics.

The adoption of the Merger Agreement by Qualtrics’ stockholders required the affirmative vote of or written consent by (i) the holders of a majority of the outstanding shares of Company Common Stock with the right to vote thereon and (ii) the holders of a majority of the outstanding shares of Company Class B Common Stock (voting separately as a class) (together, the “Company Stockholder Approval”). On March 12, 2023, following the execution of the Merger Agreement, SAP America, Inc. (“SAP”), which as of March 12, 2023, beneficially owned 423,170,610 shares of Company Class B Common Stock representing 100% of the issued and outstanding shares of Company

Class B Common Stock and approximately 95.9% of the aggregate voting power of the issued and outstanding shares of Company Common Stock, delivered a written consent approving and adopting in all respects the Merger Agreement and the Transactions, including the Merger (the “Written Consent”). As stated in the Company’s filings with the Securities and Exchange Commission (the “SEC”) (including the Company’s most recent Annual Report on Form 10-K, filed with the SEC on February 24, 2023), for so long as SAP beneficially owns shares of Company Common Stock representing at least a majority of the votes entitled to be cast by the holders of outstanding voting stock of the Company, SAP has the ability to take stockholder action, including any determinations with respect to mergers and other business combinations, without the vote of any other stockholder of the Company and without having to call a stockholder meeting. As a result of the delivery of the Written Consent, the Company Stockholder Approval was delivered and no further action by any stockholder of Qualtrics is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement. Therefore, Qualtrics is not, and will not be, soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions. This notice and the accompanying information statement will constitute notice to you from Qualtrics of the Written Consent contemplated by Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company Common Stock, other than SAP and Silver Lake and its affiliates, including Parent, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Company Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to Qualtrics no later than 20 days after the mailing of this information statement, which mailing date is [•], 2023, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex E. This notice and the accompanying information statement will constitute notice to you from Qualtrics of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

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

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Transactions. These questions and answers may not address all questions that may be important to you as a Qualtrics stockholder. Please refer to the section entitled “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement, including the Merger Agreement attached as Annex A to this information statement, and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 109.

This information statement, and the documents to which we refer you in this information statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, without limitation, statements regarding forecasts and projections as described in the section entitled “The Merger—Certain Company Financial Forecasts” beginning on page 61, which are subject to the “safe harbor” created by those sections. All statements other than statements of historical fact included in this information statement are forward-looking statements, and they are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results or our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or outcomes to differ materially from those anticipated or implied in the statements. Important factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to:

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

Qualtrics is a leader and pioneer of a new category of software, experience management, or XM, that enables organizations to quickly identify and resolve points of friction across all digital and human touchpoints in their business so they can retain their best customers and employees, protect their revenue, and drive profitability. More than 18,750 organizations around the world use Qualtrics’ advanced AI to listen, understand, and take action. Qualtrics uses its vast universe of experience data to form the largest database of human sentiment in the world. Qualtrics is co-headquartered in Provo, Utah and Seattle, Washington, and operates out of 28 offices globally. For more information, visit www.qualtrics.com. Additional information about Qualtrics is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 109.

Company Class A Common Stock is listed on Nasdaq under the ticker symbol “XM.”

Parent is a newly formed Delaware limited liability company formed on March 6, 2023. Parent’s sole purpose is to enter into the Merger Agreement and to complete the Merger with the Company. Parent has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions. Parent is indirectly controlled by private investment funds affiliated with Silver Lake.

Merger Sub is a Delaware corporation formed solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly owned subsidiary of Parent and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations under the Merger Agreement and matters ancillary to the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist.

As part of the ongoing consideration and evaluation by Qualtrics of its long-term strategic goals and plans, the Board and management team periodically review, consider and assess Qualtrics’ operations and financial performance, as well as overall industry, macroeconomic and geopolitical conditions, as they may affect those strategic goals and plans, with the goal of enhancing stockholder value. This review at times includes, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives.

Silver Lake, through certain Silver Lake-managed funds, first became an investor in Qualtrics concurrently with Qualtrics’ initial public offering on January 28, 2021, pursuant to that certain Class A Common Stock Purchase Agreement, dated December 23, 2020, between Qualtrics and Silver Lake. The terms of such investment permitted Silver Lake to appoint a designee to the Board, which designee was, and remains, Mr. Durban. On February 1, 2021, Silver Lake, through the Silver Lake-managed funds investing in Qualtrics, filed a Schedule 13D reflecting its ownership of Company Common Stock. In connection with Silver Lake’s initial investment, Silver Lake and Qualtrics had entered into a nondisclosure agreement customary for such purposes. Throughout the course of Silver Lake’s investment in Qualtrics, representatives of Silver Lake, including Mr. Durban, from time to time had discussions with members of Qualtrics management in relation to Silver Lake’s investment in Qualtrics.

Beginning in the second half of 2022, SAP (for purposes of this “The Merger—Background of the Merger” section, references to “SAP” shall include SAP SE and its affiliates (other than the Company and its subsidiaries)) began evaluating, including in October and November 2022, its strategic options regarding its stake in Qualtrics (whose stock was trading at $10.26 per share as of the closing trading price on November 30, 2022), as SAP sought to unlock potential value for SAP and Qualtrics and their respective shareholders by having SAP focus on its core cloud growth and profitability and Qualtrics extend its leadership in the XM category it pioneered. This review at times included, among other things, the potential sale of the stake and the possibility of continuing to hold the stake indefinitely.

In connection with Silver Lake’s ongoing evaluation of its investment in Qualtrics, Silver Lake began to evaluate Qualtrics’ ability to fully realize its potential, including the challenges presented by current macroeconomic conditions as well as Qualtrics’ status as a controlled company. On December 9, 2022, Silver Lake, consistent with its belief in the benefits of Qualtrics being an independent company from SAP, sent a letter to SAP indicating Silver Lake’s willingness to begin a discussion with SAP to explore various potential strategic alternatives to help Qualtrics achieve such independence (including but not limited to potential recapitalization alternatives) and to unlock stockholder value in Qualtrics, whose stock closed at $10.03 per share on that date. In furtherance of that objective, Silver Lake preliminarily suggested two illustrative examples that the parties could further discuss: (i) a possible secondary transaction pursuant to which Silver Lake might acquire 100% of Qualtrics’ shares held by SAP, and the remaining public shares held by non-SAP stockholders would remain outstanding, or (ii) a possible take-private of Qualtrics, pursuant to which Silver Lake might acquire 100% of the outstanding Company Common Stock via a merger, with SAP rolling over a majority of its holdings into the private surviving company, such that SAP and Silver Lake would initially each own 50% of Qualtrics’ pro forma outstanding equity interests (not otherwise held by management). Silver Lake indicated that it would be willing to consider possibly paying, under either circumstance, a premium to the Company’s stock price of $10.03 per share on December 9, 2022, and that it would consider strategies for allowing management to share in the potential upside of any recapitalization, including through a potential rollover of their equity. SAP did not provide a formal response to Silver Lake in respect of Silver Lake’s December 9, 2022 letter.

Over the next week, SAP continued to convene internal meetings to evaluate its strategic options regarding its stake in Qualtrics. These meetings included discussions regarding Silver Lake’s December 9, 2022 letter.

On December 14, 2022, a representative of SAP had an introductory call with a representative of Morgan Stanley to discuss a potential sale of the entirety of SAP’s ownership stake in Qualtrics (such a sale by SAP of its ownership stake in Qualtrics, a “Stake Sale,” and such an acquisition thereof, a “Stake Acquisition”). Morgan Stanley was familiar with SAP and Qualtrics by virtue of several prior engagements of Morgan Stanley by Qualtrics, including Morgan Stanley’s role as an underwriter in Qualtrics’ initial public offering and having advised Qualtrics in its acquisition of Clarabridge, Inc.

On December 16, 2022, representatives of each of SAP, Morgan Stanley and SAP’s outside counsel, Shearman & Sterling LLP (“Shearman”), convened another call to further discuss the potential for a Stake Sale. During the remainder of December 2022, representatives of each of SAP, Morgan Stanley and Shearman had several additional discussions regarding various matters related to a Stake Sale.

On December 30, 2022, representatives of each of SAP and Morgan Stanley and Mr. Ryan Smith, the executive chairman of the Board, met to discuss the potential for a Stake Sale and to prepare to update the remainder of the Board regarding such possibility.

On January 3, 2023, the Board (including Mr. Durban) held a meeting with members of Qualtrics management and representatives of each of Goodwin Procter LLP (“Goodwin”), Qualtrics’ outside counsel, and Shearman also in attendance. At the meeting, Mr. Luka Mucic, a member of the Board and the Chief Financial Officer of SAP, noted that SAP was evaluating a potential Stake Sale. Mr. Mucic noted that there was no liquidity concern at SAP motivating SAP’s desire to sell its ownership stake in Qualtrics, and that SAP was seeking to streamline its portfolio and to focus on its core cloud growth and profitability. Mr. Mucic also noted that further independence from SAP would likely benefit the Company and could be beneficial to Company stockholders as the Company’s stock performance had recently failed to reflect Qualtrics’ true potential and Qualtrics could likely unlock additional value if independent from SAP. Mr. Mucic acknowledged that a sale process by SAP involving a Stake Sale could lead to offers to acquire the entirety of the Company (a whole-company sale of Qualtrics, a “Whole-Company Sale,” and such an acquisition, a “Whole-Company Acquisition,” and the strategic alternatives process of Qualtrics and/or SAP pertaining to either a potential Stake Sale, a potential Whole-Company Sale or any other potential extraordinary strategic transaction involving Qualtrics, the “Strategic Alternatives Process”), and noted that SAP was not considering at that point either acquiring additional equity interests in the Company or “rolling” its equity interests in the event of a Whole-Company Sale. Mr. Mucic noted that in the event of any Whole-Company Sale, SAP’s objective would be to maximize value for all stockholders, not just SAP, and thus, SAP preferred a transaction in which SAP was treated the same as all other Qualtrics stockholders and did not require SAP to take a “rollover” interest in the potential acquiror. He further noted that, as of such date, the SAP Supervisory Board had made no decision with respect to a Stake Sale or Whole-Company Sale, and that he would provide the Board with an update if such a decision was made.

Also on January 3, 2023, representatives of Silver Lake met with representatives of the Company in Silver Lake’s capacity as a stockholder of the Company and in accordance with Mr. Durban’s information rights as a director of the Company. During this meeting, the Company provided an update on the state of its business. From then on, Mr. Durban and representatives of Qualtrics discussed the topics raised at the January 3, 2023 Board meeting.

On January 11, 2023, CPPIB entered into discussions with Silver Lake.

Between January 3, 2023 and January 24, 2023, members of SAP management, representatives of each of Morgan Stanley and Shearman, and members of Qualtrics management continued to have discussions regarding the execution of a potential Stake Sale, the anticipated sale process pertaining thereto and the public announcement thereof. In connection with these discussions, Morgan Stanley proposed for SAP’s consideration a list of likely potential acquirors in a Stake Acquisition, which SAP reviewed and considered to be appropriate. No discussions were had relating to the treatment of or participation by any member of Qualtrics management in any Stake Sale or any other type of transaction.

On January 24, 2023, the Board (including Mr. Durban) held a meeting with members of Qualtrics management and representatives of each of Goodwin and Shearman also in attendance. Mr. Mucic gave an update on SAP’s exploration of a Stake Sale and noted that SAP intended to make a final determination the next day, January 25, as to whether it would proceed with a Stake Sale. Mr. Mucic noted that if SAP so determined, then (i) it planned to publicly announce on SAP’s earnings call on January 26 that SAP was exploring a Stake Sale, (ii) the outcome of any Strategic Alternatives Process would depend on the buyer interest received, and (iii) Morgan Stanley, on behalf of SAP, would thereafter conduct a market check for a Stake Sale. Mr. Mucic also noted that in SAP’s view, the interests of SAP and Qualtrics’ other stockholders were currently aligned upon the sole focus of maximizing value for all stockholders of Qualtrics. He further noted that even though SAP was considering a potential accelerated timeline for a Stake Sale, SAP did not have an urgent need to sell and, if it decided to proceed with a Stake Sale, its priority would be to obtain the best price reasonably available and actionable. Mr. Durban noted that he would recuse himself from and not attend any future Board meetings regarding a Strategic Alternatives Process to enable Silver Lake to be able to participate in any such processes should it choose to do so. The Board authorized Qualtrics

and its management and advisors to share Qualtrics’ non-public information with SAP’s advisors and, subject to entering into customary non-disclosure agreements to be negotiated and reviewed by SAP’s advisors and Qualtrics’ advisors, authorized the sharing of Qualtrics’ non-public information with potential bidders in a Strategic Alternatives Process and for Qualtrics’ management and advisors to assist with the due diligence of the Company by potential bidders. Mr. Durban did not participate in any subsequent Board meeting after January 24, 2023.

On January 25, 2023, SAP executed an engagement letter with Morgan Stanley and formalized SAP’s engagement of Morgan Stanley in connection with a Stake Sale. Such engagement letter also provided that in the event that the Board pursued a Whole-Company Sale, then SAP would use commercially reasonable efforts to cause Qualtrics to engage Morgan Stanley as financial advisor, but SAP and Morgan Stanley agreed that any such engagement by Qualtrics would be in the sole discretion of the Board.

On January 26, 2023, SAP publicly announced its exploration of a Stake Sale, and Qualtrics disclosed the portion of SAP’s announcement relevant to Qualtrics on a Form 8-K. Qualtrics’ stock closed at $11.21 per share on January 25, 2023, the trading day immediately prior to these announcements (the “Unaffected Price”).

Over the course of the ensuing weeks, at the direction of SAP and with the involvement of the Board and the assistance of Qualtrics management, Morgan Stanley performed outreach to numerous counterparties, and Morgan Stanley or SAP received inbound indications of interest from other counterparties in respect of a potential transaction involving Qualtrics. These included, on January 27, 2023, a call from Mr. Durban to a representative of SAP to confirm Silver Lake’s interest in a Whole-Company Acquisition following the public announcement of SAP’s exploration of a Stake Sale. In total, representatives of Morgan Stanley contacted or received inbound interest from 30 counterparties (each at the direction of SAP and with the involvement of the Board and the assistance of Qualtrics management, or, after Morgan Stanley was engaged by Qualtrics (as described in further detail below), at the direction of the Board and with the assistance of Qualtrics management) as part of the Strategic Alternatives Process, 22 non-disclosure agreements (each, an “NDA”) were executed and 43 meetings were held with various bidders. All such outreach and inbound indications of interest occurred prior to Morgan Stanley’s transition to becoming Qualtrics’ financial advisor on February 16, 2023 (as described in further detail below); however, Morgan Stanley attended management and other due diligence meetings both before and after this transition occurred, in its capacity as financial advisor to SAP and to Qualtrics, respectively. Subject to the prior execution of NDAs, the form of each of which was drafted and proposed by the Company and then negotiated with the counterparties by the Company, Goodwin and Shearman (each NDA directed the counterparty to submit offers to Morgan Stanley, which had been instructed by SAP and Qualtrics to provide offers for a Stake Acquisition to SAP and offers for a Whole-Company Acquisition to the Board and, unless otherwise noted below, each NDA included customary “standstill” provisions subject to customary “fall-away” and “don’t ask / don’t waive” provisions), members of Qualtrics management and Morgan Stanley conducted numerous due diligence sessions with various counterparties and provided access to due diligence information through a virtual data room. Following the approval by the Independent Committee of retaining Goldman Sachs as its financial advisor on February 14, 2023 (as described in further detail below), Goldman Sachs participated in all due diligence sessions with counterparties in its capacity as financial advisor to the Independent Committee. All counterparties were treated with as much parity as reasonably practicable throughout the due diligence and NDA negotiation process, which included being offered due diligence meetings and access to Qualtrics management upon the counterparty’s reasonable request, subject only to (i) articulable competitive sensitivities and (ii) the commercial judgment of, and the feedback received from, Morgan Stanley, as supervised by the Board, regarding the financial capabilities of the respective counterparties and their ability or willingness to act as independent bidders or as lead members of buyer consortia, versus as additional members of buyer consortia.

On January 31, 2023, Mr. Durban spoke with a representative of SAP, confirming Silver Lake’s interest in exploring a potential Whole-Company Acquisition.

Also on January 31, 2023, following negotiation among Shearman, Goodwin and Silver Lake’s outside counsel, Latham & Watkins LLP (“Latham”), Qualtrics executed an amendment to its existing NDA with Silver Lake in order to extend the term of the existing NDA, include customary “standstill” provisions, including a “don’t ask / don’t waive” provision, specify the circumstances in which the standstill would fall away, and otherwise largely conform the NDA to the form of NDA being entered into with other potential bidders. CPPIB entered into a joinder to the NDA between Silver Lake and Qualtrics on February 2, 2023.

Later on January 31, 2023, Silver Lake submitted an amendment to its Schedule 13D with the SEC with respect to Qualtrics to disclose the entry into the amended NDA with Qualtrics as well as Silver Lake’s exploration of various

strategic alternatives with respect to its investment in Qualtrics. In this Schedule 13D amendment, Silver Lake expressly indicated that it currently intended to submit a proposal that could result in Silver Lake acquiring all or substantially all of the outstanding capital stock of Qualtrics, which would result in a de-listing and de-registration of the Company Class A Common Stock. In addition, Silver Lake disclosed that it may also explore other strategic alternatives with respect to its interest in Qualtrics.

Also on January 31, 2023, representatives of Qualtrics and Morgan Stanley met with representatives of Silver Lake. On the same day, representatives of Qualtrics and Morgan Stanley separately met with representatives of a certain strategic counterparty (“Party B”). Representatives of Silver Lake reiterated their continued interest in exploring a Whole-Company Acquisition. Representatives of Party B indicated their interest in participating in the market check process for a Whole-Company Acquisition.

On February 1, 2023, Qualtrics executed an NDA with a certain financial sponsor counterparty (“Party A”).

On February 2, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin and Shearman also in attendance, and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. The representatives of Morgan Stanley gave an update on the Strategic Alternatives Process, which update included summaries of all discussions that representatives of Morgan Stanley had held with potential bidders, and noted that all indications of interest received since SAP’s announcement on January 26, 2023 had contemplated a Whole-Company Acquisition, not a Stake Acquisition. On this basis, and additionally on the basis of the Company’s recent business performance, the trading performance of the Company Common Stock prior to SAP’s announcement of its exploration of a Stake Sale, the execution risks associated with the Company’s standalone plan, the competitive landscape applicable to the Company’s business and the seriousness of the indications of interest received thus far pertaining to a Whole-Company Acquisition, the Board determined that it was in the best interests of all stockholders of Qualtrics, including SAP, for the Company to evaluate a Whole-Company Sale. Members of management also presented a draft of the Five-Year Projections (as defined in and as further described in the section entitled “The Merger—Certain Company Financial Forecasts” beginning on page 61), which Five-Year Projections were discussed and approved by the Board (i) for distribution to bidders in connection with their due diligence of the Company; and (ii) for use by Morgan Stanley in its financial analyses of the Company.

At, and in the days subsequent to, the February 2, 2023 Board meeting, Ms. Kelly Steckelberg and Mr. Omar Johnson, the non-management members of the Qualtrics Board unaffiliated with each of SAP and Silver Lake and their respective affiliates (the “Independent Directors”), engaged in discussions with the other members of the Board (including Mr. Smith, the executive chairman of the Board), as well as representatives of Goodwin, about the interest of the Independent Directors in engaging their own legal and financial advisors in connection with SAP’s intention to sell its stake in the Company and the Company’s exploration of strategic alternatives, including a Whole-Company Sale. In connection with these discussions, the Independent Directors considered candidates to serve as their legal counsel, including Freshfields. Ms. Steckelberg interviewed representatives of Freshfields on January 31 and February 5, 2023; the Independent Directors considered Freshfields’ experience representing independent directors in connection with strategic alternatives processes; and the Independent Directors determined to engage Freshfields as legal counsel. Freshfields noted to the Independent Directors that, during the last two years: (i) the Company had not been a client of Freshfields, (ii) Silver Lake was a client of Freshfields outside the United States on matters unrelated to the Company, (iii) Freshfields had not invoiced Silver Lake for any such work, (iv) SAP was a client of Freshfields outside the United States on matters unrelated to the Company, (v) Freshfields had invoiced SAP for immaterial amounts and (vi) Freshfields had performed and continued to perform significant work for many of the major private equity firms and their portfolio companies, all of which work was unrelated to the Company.

On February 2, 2023, Qualtrics executed NDAs with two separate, unrelated financial sponsor counterparties (“Party C” and “Party D”).

On February 3, 2023, Qualtrics executed NDAs with two additional financial sponsor counterparties (“Party E” and “Party F”), which were partnering in the same consortium with respect to a potential transaction.

On February 4, 2023, Qualtrics executed an NDA with another financial sponsor counterparty (“Party G”).

On February 5, 2023, Qualtrics executed an NDA with another financial sponsor counterparty (“Party H”).

On February 6, 2023, Qualtrics executed an NDA with another financial sponsor counterparty (“Party I”).

On February 7, 2023, the Independent Directors delivered to Freshfields an executed engagement letter formalizing Freshfields’ engagement as legal counsel to the Independent Directors.

On February 8, 2023, Qualtrics separately executed NDAs with Party B and with two unrelated financial sponsor counterparties (“Party J” and “Party K”). The NDA with Party B included a modified “standstill” provision prohibiting only acquisitions of stock or assets and without a “don’t ask / don’t waive” provision due to the counterparty’s unwillingness to agree to a more customary “standstill” provision.

On February 9, 2023 and February 10, 2023, the Board held two meetings, with members of Qualtrics management and representatives of each of Goodwin and Shearman also in attendance at each and Mr. Durban recused and not in attendance from each in light of the subject matter to be discussed. The objective of these meetings was to evaluate the Company’s retention of its own financial advisor in connection with the Strategic Alternatives Process, particularly in light of the fact that all expressions of interest received from bidders thus far had contemplated a Whole-Company Acquisition, not a Stake Acquisition. Over the course of the two meetings, representatives of Morgan Stanley, Goldman Sachs and an additional investment bank separately presented their qualifications for a potential engagement in connection with the Strategic Alternatives Process. In addition to presenting its qualifications, the representatives of Morgan Stanley also discussed Morgan Stanley’s preliminary financial analyses of the Company based on the Five-Year Projections and provided an update and their perspectives on the Strategic Alternatives Process.

Later on February 9, 2023, the Independent Directors met with Freshfields to discuss (i) the mandate and scope of responsibilities of a potential independent committee or subcommittee consisting of the Independent Directors in connection with the Strategic Alternatives Process, (ii) the fiduciary duties owed by the Independent Directors to the stockholders of the Company in connection with the Strategic Alternatives Process and (iii) the role of a financial advisor to such an independent committee or subcommittee. At the meeting, the Independent Directors directed Freshfields to convey to Goodwin a request for the formal establishment by the Board of such an independent committee or subcommittee. In addition, the Independent Directors determined to consider the possible engagement of Goldman Sachs as financial advisor to an independent committee or subcommittee of the Board composed solely of the Independent Directors to be thereafter established. In reaching such determination, the Independent Directors considered their participation in the Board’s interview of Goldman Sachs, the desirability of obtaining advice independent of the interests of Silver Lake and SAP, and Goldman Sachs’ expertise, knowledge of the industry in which Qualtrics operates and relevant experience advising software and technology companies and in connection with the evaluation of strategic alternatives. In the days following the February 10, 2023 meeting of the Board, Freshfields, acting at the direction and on behalf of the Independent Directors, negotiated the terms of a draft engagement letter with Goldman Sachs to be entered into by the Independent Directors or an independent committee or subcommittee of the Board composed solely of the Independent Directors to be thereafter established.

Also on February 9, 2023, Mr. Durban and Mr. Christian Klein, the Chief Executive Officer of SAP and a member of the Board, saw each other by coincidence at a conference in Washington, DC. Mr. Durban restated Silver Lake’s interest in a Whole-Company Acquisition, while Mr. Klein noted that the Board was actively focused on the Strategic Alternatives Process.

On February 10, 2023, Party I communicated to Morgan Stanley that it did not believe it could be competitive relative to other bidders, but offered to explore potentially providing a preferred loan instrument to other bidders of approximately $2,000,000,000.

On February 13, 2023, Morgan Stanley delivered a customary relationships disclosure letter to the Company, which was promptly shared with the Board.

On February 14, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin, Shearman and Freshfields also in attendance and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. Representatives of SAP stated that SAP had determined that its previously announced Stake Sale should transition into a Whole-Company Sale in light of bidder interest received thus far. The representatives of SAP noted that SAP intended to support a Whole-Company Sale and that, in connection therewith, SAP intended to be a seller only, did not intend to roll over any of its equity interests of Qualtrics and did not intend to receive any differential consideration or treatment relative to the other stockholders of Qualtrics. The Board also approved the engagement of Shearman as counsel to Qualtrics, along with Goodwin, in connection with a Whole-Company Sale, subject to customary conflicts clearance by Shearman and the negotiation of a satisfactory engagement letter and conflicts waiver (which documents were subsequently executed on March 9,

2023). In making this approval, the Board noted Shearman’s familiarity with Qualtrics, having represented SAP in its initial acquisition of Qualtrics and having represented both SAP and Qualtrics in Qualtrics’ IPO, and having represented Qualtrics in its acquisition of Clarabridge, Inc. In addition, the Board discussed the potential engagement of Morgan Stanley as the Company’s financial advisor in connection with a Whole-Company Sale. The Board reviewed the relationships disclosure letter shared by Morgan Stanley and determined that the relationships described in such disclosure did not present any disabling conflicts with respect to Morgan Stanley’s ability to act as Qualtrics’ financial advisor. The Board noted Morgan Stanley’s extensive experience with Qualtrics through prior engagements along with Morgan Stanley’s expertise, knowledge of the industry in which Qualtrics operates and experience advising software and technology companies in connection with potential strategic transactions. In light of these considerations, the Board approved the Company’s engagement of Morgan Stanley as the Company’s financial advisor in connection with a Whole-Company Sale on substantially the same terms that Morgan Stanley had previously been engaged by SAP in connection with a potential Stake Sale, with such previous engagement with SAP being concurrently terminated (the Company’s engagement letter with Morgan Stanley was subsequently executed on February 16, 2023).

At the same February 14, 2023 meeting, the Board also discussed the formation of an independent committee or subcommittee composed solely of the Independent Directors in connection with the Strategic Alternatives Process. The Board reviewed the absence of any relationships between the Independent Directors and each of Silver Lake, SAP and the executive officers of Qualtrics, other than: (i) that Mr. Smith invested less than $2,000,000 in a start-up venture of which Mr. Johnson is a principal, (ii) that Mr. Smith and Mr. Johnson are both among several investors in another start-up venture and (iii) that Mr. Smith and Mr. Johnson share informal social ties. After such consideration, the Board voted unanimously to adopt the resolutions proposed by the Independent Directors to establish and empower the Independent Committee to engage in the evaluation and monitoring of the Strategic Alternatives Process and, in its discretion, make recommendations to the Board and the stockholders of the Company regarding the Strategic Alternatives Process. The Board further authorized and/or ratified the Independent Committee to, among other things, (A) engage its own advisors, (B) communicate directly with the Company’s stockholders, management and other directors and (C) receive updates on the Strategic Alternatives Process and have an opportunity, together with its advisors, to review and comment on any proposed definitive documentation relating to the Strategic Alternatives Process. Finally, representatives of Morgan Stanley gave an update on the status of the Strategic Alternatives Process. The representatives of Morgan Stanley underscored that, in light of the anticipated size of a Whole-Company Acquisition, facilitating the formation of buyer consortia among potential bidders, especially those that are financial sponsors, and/or matching potential bidders with financing sources in other respects, would be important to establishing a competitive bidding dynamic by empowering each consortium or bidder to have full capacity to pay for a Whole-Company Acquisition and mitigate the risks to financial sponsors of committing large amounts of equity financing, given that debt financing was relatively less attractive to such potential bidders in light of higher interest rates. The representatives of Morgan Stanley reviewed the financial sponsor and strategic counterparties that had been involved in the Strategic Alternatives Process thus far, as well as certain additional counterparties that could be invited into the process to facilitate the formation of buyer consortia. The representatives of Morgan Stanley gave the Board its views on interest and actionability with respect to the financial sponsor and strategic bidders contacted thus far, including the risks presented from a regulatory perspective as to each. The Board, together with representatives of each of Goodwin and Shearman, discussed the antitrust clearance risks of a sale of Qualtrics to Party C. The members of the Board determined that they wanted to understand these antitrust clearance risks better and therefore instructed Goodwin and Shearman to (i) schedule meetings with the Company’s management to better understand the competitive relationship between the Company and Party C’s portfolio holdings and (ii) engage an economic consultant to analyze relevant antitrust data requested from Party C. Following discussion, the Board approved and ratified the involvement of the counterparties identified by Morgan Stanley in the Strategic Alternatives Process, and authorized Morgan Stanley to continue engaging with each of these counterparties as the Company’s financial advisor. The representatives of Morgan Stanley also discussed with the Board targeting synchronized indications of price from bidders by the end of February, and the Board agreed with that timing.

Also on February 14, 2023, Goldman Sachs provided the Independent Committee with customary relationship disclosures regarding Goldman Sachs’ relationships with the Company, Silver Lake and SAP and their respective affiliates (the “February 14 Relationship Disclosures”).

Later on February 14, 2023, the Independent Committee, together with Freshfields, met to discuss the terms of a draft engagement letter between Goldman Sachs and the Independent Committee and to review the February 14

Relationship Disclosures. The Independent Committee determined that the February 14 Relationship Disclosures did not identify any facts or circumstances that the Independent Committee believed would limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Independent Committee in connection with the contemplated engagement, and directed Freshfields to request additional similar customary relationship disclosure from Goldman Sachs regarding Goldman Sachs’ relationships with other parties that Morgan Stanley had indicated were likely bidders seeking to acquire the Company. The Independent Committee also approved retaining Goldman Sachs to act as its financial advisor in connection with the Strategic Alternatives Process, subject to the execution of an engagement letter between Goldman Sachs and the Independent Committee that was acceptable to the Independent Committee as well as the determination by the Independent Committee that any further disclosure received from Goldman Sachs did not identify any facts or circumstances that the Independent Committee believed would limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Independent Committee in connection with the contemplated engagement. The Independent Committee selected Goldman Sachs in view of Goldman Sachs’ qualifications and relevant experience in connection with the evaluation of strategic alternatives and because of the Independent Committee’s familiarity with Goldman Sachs based upon the Independent Directors’ participation in the Board’s prior interview of Goldman Sachs. The Independent Committee further directed Freshfields to instruct Goldman Sachs to begin monitoring the Strategic Alternatives Process, participating in due diligence meetings with Qualtrics management, requesting the internal projections prepared by the Company’s management for review and otherwise conducting work on behalf of the Independent Committee, in each case subject to the execution of an engagement letter between Goldman Sachs and the Independent Committee that was acceptable to the Independent Committee as well as the determination by the Independent Committee that any further disclosure received from Goldman Sachs did not identify any facts or circumstances that the Independent Committee believed would limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Independent Committee in connection with the contemplated engagement. Following the Independent Committee’s approval of Goldman Sachs as its financial advisor, representatives of each of Morgan Stanley and Goldman Sachs met regularly. During these meetings, representatives of Morgan Stanley provided representatives of Goldman Sachs with updates on Morgan Stanley’s discussions with potential bidders and on the overall progress of the Strategic Alternatives Process.

On February 15, 2023, Qualtrics executed an NDA with another financial sponsor counterparty (“Party L”).

On February 16, 2023, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, met to discuss updates with respect to the Strategic Alternatives Process, including the evolving expectation that bidders would deliver initial bids for an acquisition of the Company by February 28, 2023. Representatives of Goldman Sachs also reviewed with the Independent Committee the principal workstreams on which Goldman Sachs intended to focus, including (i) monitoring and providing feedback on the Company’s discussions with potential bidders in order to ensure that the process was occurring in a manner that maximized value for all of the Company’s stockholders, (ii) reviewing and discussing with the Independent Committee the Company’s internal business plan and financial projections and (iii) performing financial analyses of the Company and any potential sale of the Company for the Independent Committee in order to assist the Independent Committee with its determination of whether the timing was appropriate to consider a sale of the Company and, if so, whether any particular sale was fair, from a financial point of view, to the holders (other than SAP and its affiliates and other than the buyer of the Company and the affiliates of such buyer) of shares of Company Class A Common Stock.

On February 17, 2023, Qualtrics executed an NDA with another financial sponsor counterparty (“Party M”).

On February 18, 2023, Qualtrics executed an NDA with another financial sponsor counterparty (“Party N”).

On February 19, 2023, representatives of Silver Lake attended a social event with representatives of Qualtrics.

On February 20, 2023, Mr. Durban informed representatives of Morgan Stanley that Silver Lake was planning to submit a bid package later that week contemplating a Whole-Company Acquisition, which Mr. Durban indicated would offer the benefit of speed and certainty to Qualtrics.

Also on February 20, 2023, Party G communicated to Morgan Stanley that it was not confident that it could be competitive in making a proposal for the Company, but that there was some potential that it could contribute as a co-investor in a buyer consortium.

Also on February 20, 2023, at the direction of the Independent Committee, a representative of the Company’s management provided to Goldman Sachs the draft Five-Year Projections.

On February 21, 2023 and February 23, 2023, consistent with the determination of the Board, Morgan Stanley distributed process letters to Party A, Party C, Party D, Party E, Party F, Party G, Party H, Party J, Party K and Party L instructing such parties to make initial proposals, including as to price, by February 28, 2023. The process letters stated that Qualtrics intended to make its auction draft of the Merger Agreement (which was actively being prepared by Goodwin, Shearman and Freshfields at the time) available to all bidders by February 24, 2023, and that bidders were welcome to comment on the auction draft as part of their initial proposals but were not required to do so.

Also on February 21, 2023, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, met to review the terms of the draft Merger Agreement then being prepared by Goodwin, Shearman and Freshfields and to discuss updates with respect to Goldman Sachs’ evaluation and monitoring of the Strategic Alternatives Process. At the meeting, the Independent Committee, in consultation with representatives of Goldman Sachs, reviewed the draft Five-Year Projections, and the Independent Committee determined that such projections represented the best estimate of the future value of the Company. Representatives of Goldman Sachs also reviewed with the Independent Committee their preliminary financial analyses of the Company and provided an update and their perspectives on the Strategic Alternatives Process. The representatives of Goldman Sachs also reviewed the status of potential bids for a Whole-Company Acquisition, indicating that up to four counterparties or consortia, including Silver Lake and Party C, were expected to submit indications of interest for a Whole-Company Acquisition. The Independent Committee, in consultation with Freshfields and representatives of Goldman Sachs, discussed the risks and opportunities associated with a potential bid by Party C, including that, relative to other bidders, it might be positioned to offer the highest value on account of synergies while also potentially presenting the greatest regulatory uncertainty. Following the discussion, the Independent Committee directed Freshfields to request from Goodwin and Shearman all materials that Goodwin and Shearman had been reviewing at the direction of the Board to evaluate the regulatory risks presented by a bid from Party C that would be required for Freshfields to draw independent conclusions as to such regulatory risk.

Also on February 21, 2023, Qualtrics executed additional NDAs with three separate, unrelated financial sponsor counterparties (“Party O,” “Party P” and “Party Q,” respectively).

Also on February 21, 2023, Party J communicated to Morgan Stanley that it could not see a path to making a compelling proposal for the Company, and so was opting to withdraw from the sale process.

Also on February 21, 2023, Goldman Sachs provided the Independent Committee with additional customary relationship disclosures regarding Goldman Sachs’ relationships with potential counterparties that Morgan Stanley had indicated were likely bidders seeking to acquire the Company, as well as the respective affiliates of those potential counterparties (the “February 21 Relationship Disclosures”).

On February 22, 2023, a representative of the Company’s management provided Goldman Sachs with financial forecasts prepared by the Company’s management of the Company’s long-term financial performance as extended through 2032.

Also on February 22, 2023, Mr. Durban indicated to representatives of Morgan Stanley that Silver Lake was planning to submit a bid package on February 24, 2023 contemplating a Whole-Company Acquisition. Mr. Durban indicated the bid package would offer the benefit of speed and certainty to Qualtrics.

On February 23, 2023, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, met to review Goldman Sachs’ preliminary financial analyses of the Company. The Independent Committee discussed, in consultation with representatives of Goldman Sachs, these preliminary financial analyses and the financial forecasts used as inputs in these preliminary analyses. The Independent Committee and representatives of Goldman Sachs also discussed that the closing price per share of Class A Common Stock the prior day was $16.38 and that a potential bidder would likely be willing to pay in excess of that price. After further discussion of Goldman Sachs’ preliminary financial analyses and consultation with its advisors, the Independent Committee indicated that it believed that this was the appropriate time to explore a Whole-Company Sale, subject to evaluating the terms of any bids that were received. Representatives of Goldman Sachs then reported that Silver Lake, Party C, a potential consortium that included Party H (“Consortium A”) and another potential consortium that included Party E and Party F (“Consortium B”), were making significant progress in their due diligence activities ahead of the February 28, 2023 bid deadline. The Independent Committee, together with representatives of each of Freshfields and Goldman Sachs, reviewed the potential for Party C to deliver greater value than other bidders. The Independent Committee, together with representatives of Freshfields, also discussed the antitrust clearance risks of a sale of Qualtrics to Party C. The members of the Independent Committee determined that they wanted to understand

these antitrust clearance risks better and therefore instructed Freshfields to work with Goodwin and Shearman to (i) schedule meetings between the respective firms and the Company’s management to better understand the competitive relationship between the Company and Party C’s portfolio holdings and (ii) engage an economic consultant to analyze relevant antitrust data requested from Party C. At the meeting, the Independent Committee also reviewed the February 21 Relationship Disclosure with respect to Party C, Consortium A and Consortium B, and the Independent Committee confirmed that the disclosure did not identify any facts or circumstances that the Independent Committee believed would limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Independent Committee in connection with the contemplated engagement.

Also on February 23, 2023, representatives of Party B communicated to Morgan Stanley that Party B was unable to pursue a transaction at this time due to other higher priority initiatives, including organic opportunities and the completion of alternative acquisitions.

On February 24, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance and Mr. Durban recused and not in attendance, in light of the subject matter to be discussed. The representatives of Morgan Stanley gave a status update on the market check process, noting that Morgan Stanley had targeted outreach to ten lead financial sponsors plus seven strategic counterparties, that additional financial sponsors had begun due diligence and that certain sponsors desired to lead their buyer consortia while others were content to follow or co-invest. The representatives of Morgan Stanley noted that Silver Lake expressed interest in making a proposal for a Whole-Company Acquisition as early as later that day. The representatives of Morgan Stanley reiterated that facilitating the formation of buyer consortia among potential bidders, especially those that were financial sponsors, and/or matching potential bidders with financing sources in other respects, would be important to establishing a competitive bidding dynamic by empowering each consortium or bidder to have full capacity to pay for a Whole-Company Acquisition. The representatives of Morgan Stanley discussed the four preliminary, illustrative leading bidders or consortia taking form—Silver Lake, Party C, Consortium A and Consortium B—and the general partner, limited partner, strategic portfolio assets and debt financing sources that each consortium could potentially include. The representatives of Morgan Stanley discussed Morgan Stanley’s preliminary financial analyses of the Company based on the Five-Year Projections. In addition, the Board and antitrust counsel from each of Goodwin and Shearman discussed at length whether and how to engage with Party C given its ownership of a portfolio company (“Portfolio Company A”), which was a principal and direct competitor of Qualtrics. Antitrust counsel reported that, at the Board’s direction, they had been actively engaging with Party C’s antitrust counsel and had exchanged certain information relevant to the competitive analysis, subject to customary precautions in light of the competitive sensitivity of such information (any such information, “Competition Information”), but both parties had not yet made all mutually requested Competition Information available to one another due to the elevated competitive, commercial and tactical sensitivities. The Board then reviewed with antitrust counsel the antitrust approval considerations and associated timing and execution risks that could result from a transaction with Party C given its ownership of Portfolio Company A. Among the antitrust approval considerations and timing and execution risks discussed by the Board and representatives of Goodwin and Shearman were the high likelihood of an extended “Second Request” merger investigation by the U.S. Department of Justice or Federal Trade Commission, the length of which could likely exceed 12 months, the substantial likelihood of an ultimate challenge by an antitrust agency to a potential transaction involving Party C, and the absence of a clear remedy, whether involving divestitures, business restrictions or otherwise, that could reasonably be expected to overcome any such challenge. The Board also discussed with antitrust counsel that the antitrust risk for an acquisition by Party C was heightened in the current antitrust enforcement environment, with a focus on transactions in technology industries. The Board then discussed the significant risks to the business of a potentially protracted and uncertain antitrust process, including the potentially irreparable damage to Qualtrics’ business if a publicly announced transaction did not close and the potential impediments to the ability of Qualtrics to attract and retain customers and employees during the pendency of a transaction with a principal and direct competitor, and the importance to Qualtrics stockholders of transaction certainty. The Board also discussed the potential risks to the business in providing sensitive, proprietary and confidential Competition Information to Party C given its ownership of Portfolio Company A. After this discussion, the Board determined that (i) conditioned upon Party C first providing certain additional Competition Information important to the competitive analysis, including “win/loss” data, to the Board’s antitrust counsel, the Company would be willing to release commensurate additional Competition Information to Party C’s antitrust counsel and (ii) any acquisition involving Party C would be subject to Party C satisfying the Board and its antitrust counsel that an acquisition involving Party C and Portfolio Company A would not subject Qualtrics stockholders to substantial

timing and execution risk due to expected scrutiny from antitrust regulators, which should include, but would not necessarily be limited to, Party C’s indicating what contractual regulatory provisions it would be willing to provide to reduce the regulatory risk presented by its bid. Finally, representatives of Goodwin reviewed the terms of the draft Merger Agreement then being prepared by Goodwin, Shearman and Freshfields with the Board.

Later on February 24, 2023, at the Board’s direction, the Company posted the Company’s auction draft of the sponsor version of the Merger Agreement, as previously reviewed with the Board (the “Sponsor Auction Draft”), to the virtual data room for all financial sponsor counterparties that then remained active in the sale process, which consisted of Party A, Party C, Party D, Party E and Party F, Party G, Party H, Party J, Party K, Party L and Silver Lake.

Later on February 24, 2023, Silver Lake and CPPIB submitted a formal non-binding letter of intent to engage in a Whole-Company Acquisition for $16.51 per share in cash (the “Silver Lake February 24 Proposal”). The $16.51 per share offer price implied a premium to the Unaffected Price of approximately 47.3%. The Silver Lake February 24 Proposal also included a package of Silver Lake’s own proposed drafts of certain transaction documents, consisting of a draft of the Merger Agreement (notwithstanding the earlier posting by the Company of the Sponsor Auction Draft), equity commitment letter, voting and support agreement and a separation agreement and transition services agreement with respect to the current business arrangements reflected in certain intercompany agreements between SAP, on the one hand, and Qualtrics, on the other hand, which were entered into at the time of Qualtrics’ initial public offering (the “Existing Intercompany Agreements”). A description of the material terms of each Existing Intercompany Agreement between SAP and the Company is included in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 15, 2022. The Silver Lake February 24 Proposal stated that it was fully equity backstopped and included, in addition to the equity backstop, a $1,000,000,000 executed debt commitment letter from J.P. Morgan. It did not request exclusivity, and the draft Merger Agreement was represented to be signable within 24 hours of Silver Lake’s receipt of confirmatory due diligence information. It proposed that all of the Existing Intercompany Agreements terminate as of the closing of the Whole-Company Acquisition and that such terminations to the reasonable satisfaction of Silver Lake would be a closing condition to the Whole-Company Sale in favor of Silver Lake. The draft Merger Agreement included with the Silver Lake February 24 Proposal contemplated a “hell or high water” regulatory efforts covenant as well as a 30-day “go-shop” period, and also included a “marketing period” during which the syndication of Silver Lake’s debt financing could occur. The Silver Lake February 24 Proposal was promptly shared with the Board.

On February 27, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. The representatives of Morgan Stanley discussed with the Board Morgan Stanley’s preliminary financial analyses with respect to the Silver Lake February 24 Proposal. The Board noted that initial proposals were due from all bidders and consortia the next day, February 28, 2023. The Board also noted that it would require additional explanation from Silver Lake as to the proposed termination of all of the Existing Intercompany Agreements, which was contrary to the terms of certain of those agreements, and the proposed closing conditionality around such terminations. The representatives of Morgan Stanley then provided an update on other bidders forming consortia and noted that Consortium B appeared to be weakening in resolve and capability while Consortium A appeared to be strengthening. On the basis of these developments, the Board approved the introduction of Party A and Party K to Party H as potential consortium partners. Finally, with respect to Silver Lake, the Board authorized Morgan Stanley to inform Silver Lake that (i) its current price proposal was not transactable or in the best interests of the Company’s stockholders, nor was it acceptable to SAP, but without otherwise offering price guidance, and (ii) its proposed terms with respect to the Existing Intercompany Agreements would need to be simplified and further clarified, and in no event could they create closing conditionality for a Whole-Company Sale. Following the meeting, representatives of Morgan Stanley informed Silver Lake as directed by the Board.

Also on February 27, 2023, Goodwin called Party C’s outside counsel and advised that it would be beneficial for the Board in assessing Party C’s initial proposal if Party C were able to provide concurrent high-level feedback on the transaction terms it would be amenable to that would enhance regulatory certainty. Party C’s outside counsel indicated that they would take this request back to Party C.

Also on February 27, 2023, the Independent Committee and the Company delivered to Goldman Sachs an executed engagement letter formalizing Goldman Sachs’ engagement as financial advisor to the Independent Committee. Pursuant to the direction of the Independent Committee, this engagement letter provided not only for payment of a fee to Goldman Sachs in the event of a sale of the Company (as described in the section entitled “The

Merger—Opinion of Goldman Sachs & Co. LLC” beginning on page 52), but also for the possibility of a payment of a fee to Goldman Sachs in the event the Independent Committee, after the receipt of financial analysis or substantive advice from Goldman Sachs, rejected a proposed transaction.

On February 28, 2023, Party C submitted a formal non-binding letter of intent to engage in a Whole-Company Acquisition for $21.00 per share in cash (the “Party C February 28 Proposal”). The $21.00 per share offer price implied a premium to the Unaffected Price of approximately 87.3%. The Party C February 28 Proposal stated that Party C’s remaining due diligence and co-investment process could be completed within approximately four weeks. It did not include any comments to the Sponsor Auction Draft or otherwise make any proposal as to the regulatory terms of a transaction, noting instead that regulatory analysis was ongoing between the parties’ respective counsel. The Party C February 28 Proposal was promptly shared with the Board.

Also on February 28, 2023, Party D submitted a formal non-binding letter of intent to potentially partner with other co-investors and collectively engage in a Whole-Company Acquisition for a price range of $17.00 to $19.50 per share in cash (the “Party D February 28 Proposal”), with Party D itself being able to contribute approximately $2,000,000,000 to any such buyer consortium. The $17.00 to $19.50 per share offer price range implied a premium to the Unaffected Price of approximately 51.7% to approximately 74.0%. The Party D February 28 Proposal stated that Party D’s remaining due diligence could be completed within approximately two weeks. It did not include any comments to the Sponsor Auction Draft. The Party D February 28 Proposal was promptly shared with the Board.

Also on February 28, 2023, Party E and Party F each communicated to Morgan Stanley that they could not see a path to proposing an offer price above where Qualtrics’ stock was then currently trading (the last closing trading price before February 28 was $16.58 per share), and so were opting to withdraw from the sale process without submitting a formal proposal.

Also on February 28, 2023, Party L communicated to Morgan Stanley that it could not see a path to proposing an offer price above $16.00 per share, and so opted to withdraw from the sale process without submitting a formal proposal.

Also on February 28, 2023, Qualtrics executed NDAs with four separate, unrelated financial sponsor counterparties (“Party R,” “Party S,” “Party T,” and “Party U,” respectively).

On each of March 1 and 2, 2023, representatives of each of SAP, Silver Lake, Latham and Shearman, with representatives of Freshfields monitoring, held preliminary calls to clarify Silver Lake’s position regarding the proposed termination of the Existing Intercompany Agreements, including discussion as to SAP’s rationale for believing that, with respect to certain of those agreements, it would be beneficial to all parties for them to continue for certain periods of time beyond the closing of a Whole-Company Acquisition.

On March 1, 2023, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, met to review each of the indications of interest received to date, including, in the case of the Silver Lake February 24 Proposal, the proposals to terminate the Existing Intercompany Agreements and to execute definitive documentation for an acquisition by Silver Lake on an accelerated basis and to commence a 30-day go-shop period. The Independent Committee, in consultation with representatives of each of Goldman Sachs and Freshfields, discussed the importance of reaching a view as to the level of antitrust risk posed by the Party C February 28 Proposal and instructed Freshfields to continue to request the relevant Competition Information needed to reach such view and to engage an economic consultant to analyze relevant data. The Independent Committee also noted the importance of assessing, as the Strategic Alternatives Process progressed, whether and how each bidder’s approach to the Existing Intercompany Agreements was impacting, positively or negatively, the per share price that such bidder was willing to pay. Following discussion, the Independent Committee directed representatives of Goldman Sachs to contact Morgan Stanley to request that the Company via Morgan Stanley take the following next steps: (i) contact Consortium A, Party C and Party D and request an improved offer, together with a markup of the Sponsor Auction Draft, within ten days; (ii) continue to request Party C to provide as much of its Competition Information as possible to permit the Company to analyze the antitrust risk posed by its bid; (iii) request that Party C indicate what contractual regulatory provisions it would be willing to provide to reduce the regulatory risk presented by its bid; (iv) negotiate with Silver Lake to obtain an improved price and improved terms for its proposed go-shop period; and (v) have SAP engage in discussions with Silver Lake to arrive at an arrangement on the Existing Intercompany Agreements that would be acceptable to SAP and Silver Lake and that would not adversely impact the price that Silver Lake would pay to the public stockholders of Qualtrics relative to what Silver Lake would pay in the scenario where the Existing

Intercompany Agreements remain in place and relative to what Silver Lake would pay in the scenario (initially proposed by Silver Lake) where the Existing Intercompany Agreements terminate. Following the meeting, representatives of Goldman Sachs informed representatives of Morgan Stanley of the Independent Committee’s request.

Also on March 1, 2023, a representative of the Company’s management provided to Goldman Sachs updated financial forecasts prepared by the Company’s management of the Company’s long-term financial performance through 2032 (referred to in this information statement as the “Ten-Year Projections” and as further described and summarized in the section entitled “The Merger—Certain Company Financial Forecasts” beginning on page 61).

Later on March 1, 2023, Silver Lake and CPPIB submitted a revised formal non-binding letter of intent to engage in a Whole-Company Acquisition for $17.35 per share in cash (the “Silver Lake March 1 Proposal”). The $17.35 per share offer price implied a premium to the Unaffected Price of approximately 54.8%. Silver Lake characterized the revised offer price as its “best offer.” Silver Lake also removed the closing conditionality around the termination of the Existing Intercompany Agreements and indicated willingness to permit certain of the Existing Intercompany Agreements to remain in effect after the closing of a Whole-Company Acquisition, subject to discussion and potential amendment. The Silver Lake March 1 Proposal was promptly shared with the Board.

Also later on March 1, 2023, Party A and Party K submitted a formal non-binding letter of intent to engage in a Whole-Company Acquisition for $16.50 per share in cash, and indicated to Morgan Stanley that they intended to finance the acquisition together with equity financing from Party H (among other equity and debt financings) (the “Consortium A March 1 Proposal”). The $16.50 per share offer price implied a premium to the Unaffected Price of approximately 47.2%. The Consortium A March 1 Proposal indicated that the consortium may require approximately four weeks to complete due diligence and secure committed financing. The Consortium A March 1 Proposal did not include any comments to the Sponsor Auction Draft, and was promptly shared with the Board.

Also on March 1, 2023, consistent with the Independent Committee’s direction to Freshfields, and in consultation with and with monitoring by Freshfields, the Company, Shearman, and Goodwin engaged and began working with an economic consultant (the “Economic Consultant”) to assist with the competitive analysis of Qualtrics and Portfolio Company A. Over the ensuing several days, Goodwin shared with the Economic Consultant all Competition Information relating to either Qualtrics or Portfolio Company A in Goodwin’s or Shearman’s possession. The Economic Consultant finalized its report by the Board meeting on March 5, 2023.

On March 2, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. Representatives of Goodwin discussed with the Board its fiduciary duties under Delaware law in connection with a Whole-Company Sale. The Board then discussed the bidder proposals received to date and the representatives of Morgan Stanley reviewed all proposals received to date and reported on the bidders that had dropped out of or were no longer active in the process. The representatives of Morgan Stanley discussed with the Board its preliminary financial analyses with respect to the range of offer prices received to date, and of the Company based on the Five-Year Projections. The Board noted the actionability of Silver Lake’s bid and the relatively extensive amount of time that Consortium A would require to complete due diligence and secure committed financing for its bid. The Board authorized Morgan Stanley to (i) request both Silver Lake and Consortium A to improve their $17.35 and $16.50 per share offer prices (respectively), and (ii) introduce Party D (which had stated that it is willing to invest approximately $2,000,000,000 at a $17.00 to $19.50 per share valuation) to both Silver Lake and Consortium A with a view to facilitating higher price proposals. The Board also continued to discuss the antitrust concerns around Party C’s proposal with its antitrust counsel. Antitrust counsel from Goodwin and Shearman reported that, since the Board meeting on February 24, 2023, the parties had reviewed additional Competition Information relative to Qualtrics and Portfolio Company A. Antitrust counsel from each of Goodwin and Shearman further reported that the additional information reviewed reinforced their collective view that a transaction with Party C presented a high likelihood of an extended “Second Request” merger investigation by the U.S. Department of Justice or Federal Trade Commission, the length of which could likely exceed 12 months, the substantial likelihood of an ultimate challenge by an antitrust agency to the transaction, and the absence of a clear remedy, whether involving divestitures, business restrictions or otherwise, that could reasonably be expected to overcome any such challenge. The Board determined to again ask Party C to provide, on an accelerated timeframe, additional Competition Information and the contractual regulatory provisions that it would be willing to agree to reduce the regulatory risk presented by its bid. Finally, the Board discussed negotiations with Silver Lake regarding the Existing Intercompany Agreements, including that such negotiations were expected to result in proposed

modifications of the Existing Intercompany Agreements such that they would be either (i) better for the Company (and therefore enhancing the ability of Silver Lake to deliver value to the Company’s public stockholders) than terminating or maintaining the Existing Intercompany Agreements or (ii) neutral in their impact to the Company (and therefore neutral in their impact on the ability of Silver Lake’s bid to deliver value to the Company’s public stockholders) relative to terminating or maintaining the Existing Intercompany Agreements. The Board also noted that, even though the negotiations regarding Existing Intercompany Agreements were currently ongoing with Silver Lake, all other bidders would be expected to renegotiate such terms and, in the interests of keeping all bidders on parity, Qualtrics intended to propose the as-renegotiated terms to other bidders who remained competitive in the Company’s sale process at the appropriate time.

Later on March 2, 2023, representatives of Morgan Stanley reached out to representatives of each of Silver Lake, Consortium A, Party C and Party D with feedback as authorized by the Board. Silver Lake and Consortium A were told to improve their $17.35 and $16.50 per share offer prices (respectively), that Morgan Stanley could introduce Silver Lake or Consortium A (as applicable) to a potential co-investor who was willing to contribute approximately $2,000,000,000 and that a revised proposal was requested by March 7, 2023. Party C was again asked to provide, on an accelerated timeframe, additional Competition Information and the contractual regulatory provisions it would be willing to agree to reduce the regulatory risk presented by its bid. Party D was told that partnership opportunities might exist for Party D’s willingness to contribute approximately $2,000,000,000 at a $17.00 to $19.50 per share valuation. All such bidders were told that Qualtrics’ counsel was available to discuss the Sponsor Auction Draft as well as the Existing Intercompany Agreements, should the bidders desire to do so (and if any outreach by the bidders occurred with respect to the Existing Intercompany Agreements, Qualtrics’ counsel would have proposed the terms thereof as renegotiated with Silver Lake).

Later on March 2, 2023, representatives of Silver Lake informed representatives of both SAP and Morgan Stanley in separate calls that Silver Lake was planning to imminently submit a revised proposal that would constitute Silver Lake’s “best and final offer” and would require a response by the Company within a specified period of time or Silver Lake would withdraw from the Strategic Alternatives Process. The representatives of Silver Lake informed the representatives of both SAP and Morgan Stanley that Silver Lake felt that it would need to publicly announce such withdrawal thereafter through a Schedule 13D amendment.

On March 3, 2023, Silver Lake and CPPIB submitted a revised formal non-binding letter of intent to engage in a Whole-Company Acquisition for $18.15 per share in cash (the “Silver Lake March 3 Proposal”). The $18.15 per share offer price implied a premium to the Unaffected Price of approximately 61.9%. Silver Lake characterized the revised offer price as its “best and final offer.” The proposal requested that exclusivity for a 10-day period be entered into by no later than 12:00 p.m. Pacific Time on March 5, 2023 and stated that otherwise Silver Lake would withdraw from the Strategic Alternatives Process and publicly announce such withdrawal through a Schedule 13D amendment on March 6, 2023. The Silver Lake March 3 Proposal was promptly shared with the Board.

Later on March 3, 2023, at the Board’s direction, Shearman and Goodwin submitted a revised draft of the Merger Agreement to Latham. The draft incorporated elements of the Silver Lake February 24 Merger Agreement that Qualtrics was willing to accept into the Company’s Sponsor Auction Draft previously posted to all financial sponsor bidders on February 24, 2023. The draft included the construct of a post-signing go-shop period of 30 days, extendable to 60 days if an Acquisition Proposal was received during the first 30 days that the Board determined could reasonably be expected to result in a Superior Proposal, as defined in the Merger Agreement. The draft also included a “window shop” provision permitting the Company to respond to unsolicited offers and certain competing bids, thereby allowing it to consider higher offers (a “window-shop”) and permitted the Company to terminate the Merger Agreement with Silver Lake to enter into a Superior Proposal (a “fiduciary out”). The draft also contemplated that the Company Termination Fee for a termination in connection with a Superior Proposal received during the go-shop period would equal 0.5% of the Company’s fully diluted equity value implied by the deal price, versus 2.5% if the Company Termination Fee were payable under other circumstances.

Also on March 3, 2023, representatives of each of Goldman Sachs and Freshfields held teleconferences with each of the members of the Independent Committee to review the terms of the Silver Lake March 3 Proposal, including with respect to the indicative share price and Silver Lake’s requirement for the entry into an exclusivity agreement, absent which Silver Lake had indicated it would withdraw from the Strategic Alternatives Process. During

such teleconferences, the members of the Independent Committee discussed their views that Silver Lake was likely sincere in its threat to withdraw if exclusivity were not granted and that it was important to weigh the regulatory risk presented by Party C’s bid against the possibility of losing out on the bid from Silver Lake that was more certain and presented less regulatory risk.

Also on March 3, 2023, representatives of Morgan Stanley had a call with representatives of Consortium A. The Consortium A representatives expressed an inability to raise their price proposal above the $16.50 per share offered, notwithstanding the potential opportunity to partner with Party D who was willing to contribute approximately $2,000,000,000.

Also on March 3, 2023, representatives of Morgan Stanley had a call with representatives of Party D. The representatives of Party D indicated they were unable to identify additional equity partners and would await feedback should Consortium A or Silver Lake require additional capital.

Also on March 3, 2023, representatives of Morgan Stanley had a call with representatives of Party C to again ask for the additional Competition Information and the contractual regulatory provisions that Party C would be willing to provide to reduce the regulatory risk presented by its bid. Antitrust counsel for Party C provided certain additional Competitive Information to Goodwin and Shearman later on March 3, 2023.

On March 4, 2023, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, met to discuss updates with respect to the bids received to date by the Company. A representative of Goldman Sachs reported that Consortium A had indicated to Morgan Stanley that it would be unable to raise its price proposal above the $16.50 per share offered. A representative of Goldman Sachs also reported that Party D had been unable to identify additional equity partners for its bid and appeared unlikely to be able to provide a firm, fully financed proposal to acquire the Company. Representatives of Goldman Sachs then reviewed with the Independent Committee Goldman Sachs’ updated preliminary financial analysis of the Company. The Independent Committee, in consultation with Freshfields, also discussed Freshfields’ analysis to date of the regulatory risk of Party C’s bid, including the likelihood of a challenge by the U.S. antitrust authorities to a transaction with Party C.

Later on March 4, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance, and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. The Board discussed the latest updates in the market check process. The representatives of Morgan Stanley provided an update on their discussions with potential bidders and reported that (A) Consortium A had declined to increase the price of its offer and (B) neither Consortium A, Consortium B nor Silver Lake had interest in partnering with Party D. The representatives of Morgan Stanley discussed with the Board Morgan Stanley’s preliminary financial analyses with respect to the range of offer prices received to date, and of the Company based on the Five-Year Projections. The Board also continued to discuss the antitrust concerns around Party C’s proposal with its antitrust counsel. Antitrust counsel noted that Party C had continued to provide additional win/loss-related and other Competition Information as recently as the evening prior and that antitrust counsel and the Economic Consultant were actively assessing the information. Antitrust counsel from Goodwin and Shearman again confirmed that the additional information reviewed reinforced the view that a potential transaction with Party C presented a high likelihood of an extended “Second Request” merger investigation by the U.S. Department of Justice or Federal Trade Commission, the length of which could likely exceed 12 months, the substantial likelihood of an ultimate challenge by an antitrust agency to the transaction, and the absence of a clear remedy, whether involving divestitures, business restrictions or otherwise, which could reasonably be expected to overcome any such challenge. The representatives of Morgan Stanley also presented illustrative present values of Party C’s $21.00 per share offer applying various discount rates and assuming that a transaction with Party C would take 12 to 24 months to close if it was able to close at all. The Board also discussed Silver Lake’s request for exclusivity and authorized Goodwin and Shearman to engage with Silver Lake on the terms of the exclusivity agreement as well as to continue to engage with Silver Lake on the Merger Agreement and the renegotiations of the scope and structure of the Existing Intercompany Agreements. Following this authorization, SAP and Silver Lake engaged in discussions regarding the scope and structure of the Existing Intercompany Agreements, which discussions included and were monitored by representatives from Freshfields. Goodwin and Shearman noted that sufficient Competition Information had been exchanged with Party C (with the exception of Party C’s proposal on contractual regulatory provisions, which Qualtrics’ advisors had consistently requested of Party C) to permit Qualtrics either to arrive at an informed view on the substantive risk and timing considerations for a transaction with Party C, or to be able to continue that work during the exclusivity period with Silver Lake without requiring any communications between Qualtrics or SAP and Party C. The Board also discussed the potential applicability of

Section 203 of the DGCL to the Transactions, and resolved that all discussions, understandings and agreements between SAP and its affiliates, on the one hand, and Silver Lake and its affiliates, on the other hand, relating to an exclusivity agreement or support for a merger agreement be exempted from Section 203 of the DGCL (i) so long as these discussions, understandings and agreements relating to an exclusivity agreement were subject to the entrance by the Company, with the approval of the Board, into an exclusivity agreement with Silver Lake and (ii) so long as these discussions, understandings and agreements relating to support for a merger agreement were subject to the Company, with the approval of the Board, agreeing to a merger agreement with Silver Lake.

Thereafter on March 4, 2023 leading into March 5, 2023, outside counsel for the Company continued to negotiate the terms of the exclusivity agreement proposed to be entered into with Silver Lake.

Later on March 4, 2023, Latham submitted a revised draft of the Merger Agreement to Goodwin and Shearman. The draft removed the construct of a post-signing go-shop period and further required that SAP deliver its written consent approving the transaction promptly following the parties’ signing the Merger Agreement, which precluded the Company’s ability to thereafter engage in any window-shop or fiduciary out. Silver Lake separately communicated to representatives of Morgan Stanley that its $18.15 per share offer price was predicated upon (i) the absence of any post-signing go-shop, window-shop or fiduciary out opportunity for the Company following delivery by SAP of its Written Consent (within one hour of the parties’ signing the Merger Agreement), and (ii) the revised Separation Agreement.

On March 5, 2023, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, met to discuss updates with respect to the bids received from Party C and Silver Lake. Representatives of Goldman Sachs reviewed with the Independent Committee Goldman Sachs’ preliminary financial analysis of the Company and discussed the proposals from the bidders. A representative of Goldman Sachs reiterated that neither Consortium A, Consortium B nor Silver Lake had indicated an interest in partnering with Party D. The Independent Committee discussed with Freshfields the likelihood that a transaction with Party C: (i) would result in the issuance of a “Second Request” merger investigation by the U.S. Department of Justice or Federal Trade Commission; (ii) would, if a “Second Request” were to be issued, be blocked by the U.S. antitrust authorities; and (iii) would be blocked, after trial, by a court in the event the merger parties, in response to this decision by the U.S. antitrust authorities to block the transaction, elected to litigate this decision by the U.S. antitrust authorities, as well as the extended timeline of potentially more than a year for all of these antitrust clearance activities. The Independent Committee determined that there was material risk that a potential transaction with Party C would not be capable of being consummated due to antitrust issues. The Independent Committee further discussed how the absence of an indication by Party C that it would provide a strong covenant to take actions necessary to obtain regulatory clearance and/or pay a termination fee of a meaningful magnitude in the event the transaction terminated due to a failure to obtain regulatory clearance, coupled with the high execution risk of the transaction with Party C and the extended timeline to get a transaction with Party C completed, rendered the proposal by Party C deeply discounted in their view. The Independent Committee noted they understood that Silver Lake’s proposal included an undertaking to take all actions necessary to obtain regulatory clearance and did not have meaningful regulatory risks. In addition, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, discussed the ongoing negotiations between SAP and Silver Lake with respect to the treatment of the Existing Intercompany Agreements, noting that the then-current proposal between the parties provided for arrangements that were either (A) better for the Company (and therefore enhancing the ability of Silver Lake’s bid to deliver value to the Company’s public stockholders) than terminating or maintaining the Existing Intercompany Agreements or (B) were neutral in their impact to the Company (and therefore neutral in their impact on the ability of Silver Lake’s bid to deliver value to the Company’s public stockholders) relative to terminating or maintaining the Existing Intercompany Agreements. Based on this assessment, the Independent Committee indicated that they were comfortable endorsing ongoing discussions between SAP and Silver Lake, subject to ongoing monitoring by Freshfields on behalf of the Independent Committee. Finally, the Independent Committee, in consultation with representatives of each of Goldman Sachs and Freshfields, discussed Silver Lake’s indication that its $18.15 per share offer price was predicated upon the absence of any right of the Company to terminate the Merger Agreement to accept a Superior Proposal from a competing bidder after the receipt by the Company of the Written Consent, which consent was contemplated to be delivered within one hour after the execution of the Merger Agreement.

The Independent Committee considered that (1) the proposed exclusivity agreement with Silver Lake would not bind the Company to enter into a definitive agreement with Silver Lake and that, if a Superior Proposal were received during the exclusivity period, the Company would have the flexibility to let exclusivity expire and then commence

talks with the party making the Superior Proposal; and (2) the proposed exclusivity agreement did not prevent the Company and its advisors from continuing their internal analysis of the antitrust risk posed by Party C’s bid during the exclusivity period and did not require the Company to demand that Party C destroy or return all Competition Information that was sent over by the Company to outside counsel to Party C to facilitate Party C’s internal antitrust assessment of a potential transaction. Following discussion, the Independent Committee indicated that they were comfortable accepting these terms given that (I) the Company had repeatedly tried to obtain more favorable positions from Silver Lake, but Silver Lake had tied its position on such terms directly to the price contemplated by its bid, (II) Party C was the only other viable bidder remaining in the Strategic Alternatives Process, and the closing certainty of a transaction with Party C was not acceptable in light of the antitrust risk and (III) the Company could publicly announce Silver Lake’s proposed purchase price offer and entry into the exclusivity agreement, which would allow for a period of time prior to signing the Merger Agreement during which other potential bidders would be aware of the price offered by Silver Lake and could potentially still deliver more favorable proposals to the Company (which the Company could then engage with following the end of the exclusivity period). The Independent Committee also weighed the potential benefits and cautionary considerations of terminating the Strategic Alternatives Process and causing the Company to continue to operate on a standalone, independent basis, relative to the potential benefits and cautionary considerations of a transaction with Silver Lake. In view of the foregoing factors, and the perspective of the Independent Committee that Silver Lake was firm in its position that the $18.15 price would not be available if the Merger Agreement were to include a post-signing go-shop, window-shop or fiduciary out right of the Company to terminate the Merger Agreement to accept a Superior Proposal and that Silver Lake would walk away from the Strategic Alternatives Process if the exclusivity agreement were not signed by SAP and the Company, the members of the Independent Committee confirmed that they were supportive of entering into the exclusivity agreement.

Also on March 5, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. The representatives of Morgan Stanley provided an update on their discussions with potential bidders. Antitrust counsel from each of Goodwin, Shearman and Freshfields along with the Company’s Economic Consultant had completed their review of all Competition Information exchanged with Party C to date. The review to date again confirmed the high likelihood of an extended “Second Request” merger investigation by the U.S. Department of Justice or Federal Trade Commission, the length of which could likely exceed 12 months, the substantial likelihood of an ultimate challenge by an antitrust agency to a transaction, and the absence of a clear remedy, whether involving divestitures, business restrictions or otherwise, which could reasonably be expected to overcome any such challenge. Goodwin and Shearman also summarized for the Board the revised draft of the Merger Agreement received from Latham the day prior, as well as the material terms of the exclusivity agreement proposed to be entered into with Silver Lake. The Board discussed Silver Lake’s position that its $18.15 per share offer price was predicated upon the absence in the Merger Agreement of any post-signing go-shop, window-shop or fiduciary out opportunity for the Company following delivery by SAP of its Written Consent. The Board determined that the absence of such provisions in the Merger Agreement was acceptable to the Board in light of (i) the extensive, robust pre-signing market check that the Company conducted involving 30 different financial sponsor and strategic counterparties following SAP’s public announcement of its planned divestiture of its ownership stake in Qualtrics on January 26, 2023, which resulted in nine counterparties providing price feedback and three fully formed proposals, and (ii) the fact that Silver Lake and Qualtrics would publicly announce the entry into exclusivity at a proposed price of $18.15 per share, providing other potential bidders with visibility as to Silver Lake’s proposed price and Silver Lake’s identity, and that such other potential bidders would have the ability to submit alternative acquisition proposals. If any such proposals were submitted, the Company had no obligation to enter into a transaction with Silver Lake and would be able in due course to pursue and enter into a transaction in respect of any such alternative acquisition proposals.

Representatives of SAP also confirmed that the renegotiation of the Existing Intercompany Agreements was approaching finalization, and all remaining open points of negotiation were expected to be either (A) better for the Company (and therefore enhance the ability of Silver Lake’s bid to deliver value to the Company’s public stockholders) than terminating or maintaining the Existing Intercompany Agreements or (B) neutral in their impact to the Company (and therefore neutral in their impact on the ability of Silver Lake’s bid to deliver value to the Company’s public stockholders) relative to terminating or maintaining the Existing Intercompany Agreements. The Board also took into account that the proposed exclusivity agreement did not prevent the Company and its advisors from continuing to further their internal analysis of the antitrust risk posed by Party C’s bid during the exclusivity period and did not require the Company to demand that Party C destroy or return all Competition Information that

was sent over by the Company to outside counsel to Party C to facilitate Party C’s internal antitrust assessment of a potential transaction. The Board also weighed the potential benefits and cautionary considerations of terminating the Strategic Alternatives Process and causing the Company to continue to operate on a standalone, independent basis, relative to the potential benefits and cautionary considerations of a transaction with Silver Lake. In light of these considerations, the Board authorized the entry into exclusivity with Silver Lake and the public disclosure thereof on March 6, 2023.

Also on March 5, 2023, prior to entering into exclusivity with Silver Lake, Goodwin and Shearman discussed with Party C’s outside counsel the parties’ views with respect to the mutually exchanged Competition Information, agreeing that the information was as-expected and did not materially alter either party’s assessment of antitrust risk. When asked by Goodwin and Shearman, Party C’s outside counsel stated that Party C had not retained an economic consultant to study the overlap between Qualtrics and Portfolio Company A. Goodwin and Shearman reiterated the request for Party C to articulate as soon as possible the contractual regulatory provisions that it would be willing to offer that would enhance regulatory certainty of a potential transaction.

Thereafter on March 5, 2023, Qualtrics entered into the exclusivity agreement with Silver Lake, which contemplated a 10-day period of exclusivity. Qualtrics discontinued access to the virtual data room for all potential bidders other than Silver Lake.

Over the course of the ensuing week until Qualtrics and Silver Lake entered into the Merger Agreement on March 12, 2023, the parties finalized their negotiation of the terms of the Merger Agreement, the modifications of the Existing Intercompany Agreements and the other related ancillary documents pertaining to the transaction with Silver Lake (collectively, the “Transaction Documents”), with the representatives of each of Goodwin, Shearman and Freshfields, on the one hand, and Latham, on the other hand, continuing to exchange drafts of such documents. At the same time, Silver Lake also concluded its due diligence process. During this period, representatives of Silver Lake also periodically discussed key terms of the modifications of the Existing Intercompany Agreements with representatives of SAP, including, in particular, the terms of the potential new distribution agreement between SAP and Qualtrics, with representatives of Freshfields monitoring such discussions.

On March 6, 2023, prior to market open, the Company publicly announced its entry into a 10-day exclusivity period with Silver Lake and CPPIB at an offer price of $18.15 per share on a Form 8-K. Silver Lake also publicly announced the same through an amendment to its Schedule 13D.

On March 7, 2023, Qualtrics commenced its annual X4 customer conference, which lasted until March 9, 2023. Representatives of Silver Lake attended the conference and held meetings with Qualtrics management in Silver Lake’s capacity as an investor in Qualtrics.

From March 7 to March 9, 2023, representatives of SAP and Silver Lake finalized the terms of a non-binding memorandum of understanding regarding a new distribution agreement between SAP and Qualtrics. It was determined that the parties would use diligent, good faith efforts to enter into a new distribution agreement prior to closing of a Whole-Company Acquisition by Silver Lake in accordance with the agreement terms of the memorandum of understanding; provided, however, that the conclusion of a new distribution arrangement would not be a condition to the closing of a Whole-Company Acquisition.

On March 10, 2023, the Board held a meeting with members of Qualtrics management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance, and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. Representatives of each of Goodwin and Shearman reported that the Transaction Documents, including the Merger Agreement and the modifications of the Existing Intercompany Agreements, had been finalized in all material respects and summarized the material terms of the Transaction Documents for the Board. The representatives of Morgan Stanley noted that since the public announcement of Silver Lake’s $18.15 per share proposal and the Company’s entry into the exclusivity agreement, no third party (including Party C) had reached out to the Company or any of its representatives in connection with a potential transaction.

Also on March 10, 2023, Goldman Sachs provided the Independent Committee with additional customary relationship disclosures regarding Goldman Sachs’ relationships with CPPIB (together with the February 14 Relationship Disclosures and the February 21 Relationship Disclosures, the “GS Relationship Disclosures”).

On March 11, 2023, the Independent Committee, together with representatives of each of Goldman Sachs and Freshfields, met to discuss the terms of the draft Merger Agreement with Silver Lake and the draft Separation

Agreement. At the meeting, the Independent Committee, in consultation with representatives of each of Freshfields and Goldman Sachs, reiterated that since the public announcement of Silver Lake’s $18.15 per share proposal and the Company’s entry into the exclusivity agreement, no other third party (including Party C) had reached out to the Company or any of its representatives in connection with a potential transaction. The Independent Committee further noted, following discussion with Freshfields, that the draft Separation Agreement continued to contemplate treatment of the Existing Intercompany Agreements that was either (i) better for the Company (and therefore enhancing the ability of Silver Lake’s bid to deliver value to the Company’s public stockholders) than terminating or maintaining the existing arrangements or (ii) neutral in their impact to the Company (and therefore neutral in their impact on the ability of Silver Lake’s bid to deliver value to the Company’s public stockholders) relative to terminating or maintaining the Existing Intercompany Agreements, and that Silver Lake would be unwilling to proceed with the proposed transaction unless the Separation Agreement were entered into. Representatives of Goldman Sachs then reviewed with the Independent Committee its financial analyses of the Company. Representatives of Goldman Sachs indicated that such analyses used the Ten-Year Projections, which the Independent Committee confirmed represented the best estimate of the future performance of the Company. The Independent Committee noted the GS Relationship Disclosures previously provided by Goldman Sachs, and the Independent Committee’s belief that the facts or circumstances identified in the GS Relationship Disclosures would not limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Independent Committee in connection with this engagement. The representatives of Goldman Sachs then rendered the oral opinion of Goldman Sachs, subsequently confirmed by delivery of its written opinion dated March 12, 2023, to the Independent Committee that, as of the date of such written opinion and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the holders (other than the Excluded Parties) of shares of Company Class A Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Company Class A Common Stock. After discussion and deliberation, the Independent Committee unanimously (1) determined that the Merger Agreement and the Transactions were fair to and in the best interests of the Company and its stockholders (other than the Excluded Parties), resolved to (2) recommend that the Board approve and declare advisable the Merger Agreement and the Transactions, and (3) subject to the terms of the Merger Agreement, recommend the adoption of the Merger Agreement by the stockholders of the Company (other than the Excluded Parties). In addition, the Independent Committee, acting in its capacity as the Audit Committee (with Mr. Durban recused and not in attendance), determined that the Separation Agreement and the transactions contemplated thereby were in the best interests of the Company and its stockholders, and approved the Separation Agreement for purposes of the Company’s related party transactions policy.

Also on March 11, 2023, all parties actively monitored the evolving situation involving Silicon Valley Bank and the related impacts on the domestic and global banking industries and the potential implications for the Transactions. Representatives of Morgan Stanley had a phone conversation with representatives of Silver Lake, during which they discussed the potential impact the destabilization of the domestic and global banking industries could have on the timing and certainty of a potential transaction signing and agreed to monitor the situation over the coming hours and days.

On March 12, 2023, Morgan Stanley provided the Board with an additional customary relationships disclosure letter, which now included disclosure regarding Morgan Stanley’s relationships with CPPIB and certain of its affiliates.

Also on March 12, 2023, the Board held a meeting with members of Qualtrics management and SAP management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance, and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. Representatives of Goodwin again discussed with the Board its fiduciary duties under Delaware law in connection with a Whole-Company Sale. The Board noted Morgan Stanley’s relationships disclosure letter and determined that the relationships described in such disclosure did not present any disabling conflicts with respect to Morgan Stanley’s ability to act as Qualtrics’ financial advisor. The representatives of Morgan Stanley discussed with the Board Morgan Stanley’s financial analyses with respect to the per share price of $18.15 in cash to be received by the holders of shares of Company Common Stock (other than the holders of the Excluded Shares and the Dissenting Shares) pursuant to the Merger Agreement. The representatives of Morgan Stanley indicated that such analyses used the Five-Year Projections. The representatives of Morgan Stanley again noted that since the Board’s last discussion no other third party had reached out to the Company or any of its representatives in connection with a potential transaction, but did not yet formally deliver its fairness opinion due to SAP’s requirement that it must first approve

the Transactions before the Board did so later in the day. Freshfields, on behalf of the Independent Committee, presented the formal recommendation of the Independent Committee in favor of the Transactions and the reasons therefor. The Board discussed the evolving situation involving Silicon Valley Bank.

Over the course of the ensuing hours on March 12, 2023, all parties continued to actively monitor the evolving situation involving Silicon Valley Bank, the banking industry and potential implications for the Transactions.

Later on March 12, 2023, the Finance and Investment Committee of the SAP Supervisory Board and the SAP Supervisory Board each met and approved SAP America, Inc. as holder of (i) a majority of the outstanding shares of Company Common Stock with the right to vote thereon and (ii) all outstanding shares of Company Class B Common Stock (voting separately as a class), constituting the necessary votes for the Company Stockholder Approval to effect the Merger Agreement with Silver Lake, to consent via the Written Consent to adopt the Merger Agreement with Silver Lake, following the recommendation of the same by the Board, and SAP’s entry into the Separation Agreement.

Later on March 12, 2023, the Board held another meeting with members of Qualtrics management and SAP management and representatives of each of Morgan Stanley, Goodwin, Shearman, Goldman Sachs and Freshfields also in attendance, and Mr. Durban recused and not in attendance in light of the subject matter to be discussed. The representatives of Morgan Stanley reported that, in light of the evolving situation involving Silicon Valley Bank, Silver Lake was requesting additional time to assess the situation before signing the Transactions. Following discussion, the Board and members of SAP management determined, based on a variety of factors, that they were comfortable at that time approving the signing of the Transactions at any time prior to 8:30 a.m. Eastern Time on March 14, 2023, provided that there was no change in the terms of the Transaction Documents previously reviewed by the Board on March 10, 2023. Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of March 12, 2023, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the per share price of $18.15 in cash to be received by the holders of shares of Company Common Stock (other than the holders of the Excluded Shares and the Dissenting Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Company Common Stock. For a detailed discussion of Morgan Stanley’s opinion, please see the section entitled “The Merger—Opinion of Morgan Stanley & Co. LLC” beginning on page 45. Following additional discussion, the Board unanimously (with the exception of Mr. Durban who was recused and not in attendance at the meeting in light of the subject matter to be discussed) (i) determined that the Merger Agreement and the Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein and (iv) resolved, subject to the terms of the Merger Agreement, to recommend the adoption of the Merger Agreement by the stockholders of the Company, with such approvals and authorizations being effective until 8:30 a.m. Eastern Time on March 14, 2023, provided that there was no change in the terms of the Transaction Documents previously reviewed by the Board on March 10, 2023.

Later in the evening on March 12, 2023, Qualtrics and Silver Lake executed and delivered the Merger Agreement and Qualtrics and SAP executed and delivered the Separation Agreement contemplating the agreed-upon modifications of the Existing Intercompany Agreements. Within one hour after the execution of the Merger Agreement, SAP delivered the Written Consent constituting the requisite Company Stockholder Approval for the transaction with Silver Lake.

Early in the morning Central European Time on March 13, 2023, the parties issued a press release publicly announcing the Transactions.

On March 12, 2023, after careful consideration, the Board:

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

In the course of its deliberations, the Board also considered and balanced against the positive reasons a number of potentially negative factors concerning the Transactions, including the following factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

After taking into account all of the factors set forth above, as well as others, the Board determined that the potentially positive factors outweighed the potentially negative factors. The preceding discussion of the information and factors considered by the Board is not, and is not intended to be, exhaustive, but summarized the material information and factors considered by the Board in its consideration of the Transactions. The Board reached the decision to recommend and approve the Merger Agreement and the Transactions, in light of the factors described above and other factors the Board felt were appropriate. In light of the variety of factors considered in connection with their evaluation of the Transactions and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Board applied his or her own personal business judgment to the strategic alternative process and may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board, but rather the Board conducted an overall review of the factors described above, including discussions with the Company’s senior management and legal and financial advisors. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 17.

On March 11, 2023, the Independent Committee, after considering various factors, including those described herein, and after consultation with Freshfields, its legal advisor, and Goldman Sachs, its financial advisor, unanimously resolved (i) that the Merger Agreement and the Transactions were fair to and in the best interests of the Company and its stockholders (other than the Excluded Parties), (ii) to recommend that the Board approve and declare advisable the Merger Agreement and the Transactions and (iii) subject to the terms of the Merger Agreement, to recommend the adoption of the Merger Agreement by the stockholders of the Company (other than the Excluded

Parties). In addition, on March 11, 2023, the Independent Committee, acting in its capacity as the Audit Committee (with Egon Durban recused), determined that the Separation Agreement and the transactions contemplated thereby were in the best interests of the Company and its stockholders, and approved the Separation Agreement for purposes of the Company’s related party transactions policy.

In reaching its determination and recommendations, in addition to the factors the members of the Independent Committee considered in their capacity as members of the Board, the Independent Committee also considered a number of additional or different factors viewed as being generally positive or favorable, including the following factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

In reaching its determination and recommendations, in addition to the factors the members of the Independent Committee considered in their capacity as members of the Board, the Independent Committee also considered and balanced against the positive factors: (i) the fact that the face value of Party C’s non-binding proposal was $21.00 per share and (ii) the fact that Silver Lake knew that it needed the support of SAP, as the controlling stockholder of the Company, for the Merger and that such knowledge by Silver Lake could have impacted Silver Lake’s parallel negotiations of the post-Closing agreements between the Company and SAP and of the Merger Consideration.

The preceding discussion of the information and factors considered by the Independent Committee is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger, including those considered in their capacities of Board members as described in the section entitled “The Merger—Recommendation of the Board; Reasons for the Merger” beginning on page 38, and the complexity of these matters, the Independent Committee did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Independent Committee may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Independent Committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Independent Committee, but rather the Independent Committee conducted an overall review of the factors described above, including discussions with its independent legal and financial advisors.

Under Delaware law and the Company Charter, the adoption of the Merger Agreement by our stockholders required the Company Stockholder Approval. As of March 12, 2023, the record date for determining the stockholders of the Company entitled to vote on the adoption of the Merger Agreement, there were 605,769,288 shares of Company Common Stock and 423,170,610 shares of Company Class B Common Stock outstanding. Holders of Company Class A Common Stock and Company Class B Common Stock are entitled to one vote and ten votes, respectively, for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On March 12, 2023, following the execution of the Merger Agreement, SAP, which as of March 12, 2023, owned 423,170,610 shares of Company Class B Common Stock representing 100% of the outstanding shares of Company Class B Common Stock and approximately 95.9% of the aggregate voting power of the issued and outstanding shares of the Company Common Stock, delivered the Written Consent. As permitted by the Company Charter and stated in the Company’s filings with the SEC (including the Company’s most recent Annual Report on Form 10-K, filed with the SEC on February 24, 2023), for so long as SAP beneficially owns shares of Company Common Stock representing at least a majority of the votes entitled to be cast by the holders of outstanding voting stock of the Company, SAP has the ability to take stockholder action, including any determinations with respect to mergers and other business combinations, without the vote of any other stockholder of the Company and without having to call a stockholder meeting. As a result of the delivery of the Written Consent, the Company Stockholder Approval was received and no further action by any other Company stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. Therefore, the Company is not

soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement. No action by the members of Parent is required to complete the Merger, and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 228 of the DGCL. This information statement and the notice attached hereto constitute notice to you from the Company of the Written Consent as required by Delaware law.

Qualtrics retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of Qualtrics. The Board selected Morgan Stanley to act as Qualtrics’ financial advisor based on, among other things, Morgan Stanley’s qualifications, extensive expertise and international reputation, its knowledge of and involvement in recent transactions in Qualtrics’ industry, and its knowledge of Qualtrics’ business and affairs given Morgan Stanley’s role as an underwriter in Qualtrics’ initial public offering. At the meeting of the Board on March 12, 2023, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of March 12, 2023, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the per share price of $18.15 in cash to be received by the holders of shares of Company Common Stock (other than the holders of the Excluded Shares and the Dissenting Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Company Common Stock.

The full text of the written opinion of Morgan Stanley, dated as of March 12, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this information statement as Annex B and incorporated by reference in this information statement in its entirety. The summary of the opinion of Morgan Stanley in this information statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addresses only the fairness from a financial point of view of the per share price of $18.15 in cash to be received by the holders of shares of Company Common Stock (other than the holders of the Excluded Shares and the Dissenting Shares) pursuant to the Merger Agreement as of the date of the opinion and does not address the relative merits of the Transactions as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley 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 Morgan Stanley by Qualtrics and formed a substantial basis for its opinion. With respect to the Five-Year Projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Qualtrics management of the future financial performance of Qualtrics. Morgan Stanley expressed no view as to the Five-Year Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Transactions will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions (the effect of which would be material to Morgan Stanley’s analysis or its opinion), including, among other things, that Parent will obtain financing in accordance with the terms set forth in the Equity Commitment Letters and the Debt Commitment Letter. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Transactions, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Transactions. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Qualtrics and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley also expressed no opinion with respect to the allocation of the Merger Consideration to be paid to all holders of shares of Company Common Stock between the holders of shares of Company Class A Common Stock and Company Class B Common Stock, or the relative fairness of the Merger Consideration to the holders of any shares of Company Common Stock. Morgan Stanley also did not express any opinion as to the voting rights associated with the Company Class B Common Stock or any governance or other rights of the holders thereof (and have not taken any such rights into account in its analysis). Morgan Stanley’s opinion does not address the relative merits of the Transactions as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Qualtrics’ officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the holders of shares of Company Common Stock (other than the holders of the Excluded Shares and the Dissenting Shares) in the Transactions. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Qualtrics, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, March 12, 2023. Events occurring after March 12, 2023, may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion as of March 12, 2023, subsequently confirmed in writing as of such date, to the Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Board to rely upon, among other matters, (i) the Five-Year Projections and (ii) certain unaudited projections of Qualtrics’ financial results based on publicly available estimates of Morgan Stanley Equity

Research for calendar years 2023, 2024, and 2025, as well as extrapolations for calendar years 2026 and 2027 prepared by Morgan Stanley that were reviewed and approved for Morgan Stanley’s use by Qualtrics management (the “Street Case”). The Five-Year Projections are more fully described below in the section entitled “The Merger—Certain Company Financial Forecasts” beginning on page 61. In accordance with direction from the Board, Morgan Stanley utilized the Five-Year Projections and the Street Case in its financial analyses described below.

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Qualtrics with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies, the “Comparable Companies”).

Morgan Stanley analyzed the ratio of aggregate value (“AV”) for each of the Comparable Companies utilizing publicly available financial information as of March 10, 2023 to estimated revenue for calendar year 2023 (“CY23”). Morgan Stanley referred to these ratios as “AV/CY2023E Revenue.” For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents. The following is the list of the Comparable Companies along with their respective AV/CY2023E Revenues:

Based on its analysis of the relevant metrics for each of the Comparable Companies and upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of AV/CY2023E Revenue of 4.0x – 7.0x and applied this range to the estimated revenue for Qualtrics for calendar year 2023 based on each of the Five-Year Projections and the Street Case, respectively. For purposes of this analysis, Morgan Stanley utilized publicly available financial information, available as of March 10, 2023.

Based on the outstanding shares of Company Common Stock on a fully diluted basis, as provided by Qualtrics management on March 9, 2023, and Qualtrics’ net cash as of December 31, 2022, Morgan Stanley calculated the estimated implied value per share of Company Common Stock as follows:

No company utilized in the public trading comparables analysis is identical to Qualtrics. In evaluating the Comparable Companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qualtrics’ control. These include, among other things, the impact of competition on Qualtrics’ business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qualtrics and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the potential future equity value of a company’s common stock as a function of such company’s estimated future revenue and a range of trading multiples. The resulting estimated future implied equity value is subsequently discounted back to the present day to arrive at an illustrative estimate of the implied present value for the company’s theoretical future implied stock price. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Company Common Stock on a standalone basis for each of the Five-Year Projections and the Street Case, respectively.

Morgan Stanley calculated ranges of implied equity values per share of Company Common Stock as of March 10, 2023. To calculate these discounted fully diluted equity values, Morgan Stanley utilized calendar year 2025 revenue estimates under each of the Street Case and the Five-Year Projections, respectively. Based upon the application of its professional judgment and experience, Morgan Stanley applied a forward range of aggregate value to estimated revenue multiples (based on such multiples for the Comparable Companies) to the revenue estimates, in order to reach a future-implied fully diluted aggregate value and equity value, respectively. For each of the Street Case and the Five-Year Projections, Morgan Stanley applied an aggregate value to estimated revenue multiple range of 4.0x to 7.0x.

In each case, Morgan Stanley then discounted the resulting implied future fully diluted equity value to March 10, 2023, at a discount rate of 14.3%, which rate was selected by Morgan Stanley based on Qualtrics’ estimated cost of equity, estimated using the capital asset pricing model method and utilizing a 6.0% market risk premium, a risk-free rate of 3.5% based on the 10-year U.S. Treasury yield as of January 25, 2023, and a 1.8 predicted beta per Barra. The results of these analyses are listed below:

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for Company Common Stock based on a discounted cash flow analysis to value Qualtrics as a stand-alone public company. Morgan Stanley utilized estimates from the Five-Year Projections for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as non-GAAP adjusted earnings before interest, taxes, depreciation and amortization, (i) less stock-based compensation expense; (ii) less taxes; (iii) less capital expenditures; and (iv) plus or minus changes in net working capital, for calendar years 2023 through 2027, which estimated unlevered free cash flows were reviewed and approved by Qualtrics management for Morgan Stanley’s use. Morgan Stanley then estimated the terminal value of Qualtrics at the end of the forecast period by using a range of terminal free cash flow multiples of 15.0x to 25.0x (applied to free cash flow unburdened by stock-based compensation), which terminal free cash flow multiples were selected upon the application of Morgan Stanley’s professional judgment and experience. The free cash flows and terminal value were then discounted, using a mid-year convention, to present values as of March 10, 2023, at a discount rate ranging from 13.3% to 15.3%, which discount rates were selected upon the application of Morgan Stanley’s professional judgment and experience,

to reflect an estimate of Qualtrics’ weighted average cost of capital. The resulting aggregate value was then adjusted to add Qualtrics’ net cash of approximately $719,892,000 as of December 31, 2022.

Based on the outstanding shares of Company Common Stock on a fully diluted basis as provided by Qualtrics management on March 9, 2023, Morgan Stanley calculated the estimated implied value per share of Company Common Stock as follows:

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms, by reviewing publicly available statistics for selected comparable transactions. Such comparable transactions were selected based on Morgan Stanley’s professional judgment and experience, including because they shared certain characteristics with the Transactions, most notably because they were similar software transactions since January 1, 2022. For each such transaction, Morgan Stanley noted the ratio of aggregate value of the transaction to each of the target company’s estimated revenue for the next 12-month period following the announcement date of the applicable transaction (“NTM Revenue”).

The following is the list of such reviewed transactions:

Based on its analysis of the relevant metrics and timeframe for each of the comparable transactions and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges for the ratio of aggregate value to the estimated NTM Revenue of 5.5x to 9.0x and applied these ranges to Qualtrics’ estimated NTM Revenue (which is equivalent to the estimated calendar year 2023 revenue as of March 10, 2023), based on the Street Case to calculate a range of implied equity values per share of Company Common Stock. The results of the analysis were as follows:

No company or transaction utilized in the precedent transactions analysis is identical to Qualtrics or the Transactions. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qualtrics’ control. These include, among other things, the impact of competition on Qualtrics’ business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qualtrics and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the transactions to which the Transactions are being compared. The fact that points in the range of implied present value per share of Company Common Stock derived from the valuation of precedent transactions were less than or greater than the $18.15 per share in cash to be received by the holders of shares of Company Common Stock (other than the holders of the Excluded Shares and the Dissenting Shares) is not necessarily dispositive in connection with Morgan Stanley’s analysis of the Merger Consideration, but is one of many factors that Morgan Stanley considered.

Morgan Stanley reviewed publicly available equity research analysts’ future share price targets for Company Class A Common Stock as of March 10, 2023. Morgan Stanley used the lowest and highest undiscounted price targets issued by those research analysts with publicly available price targets for shares of Qualtrics (excluding the highest and lowest outliers), resulting in a range of $15.00 to $21.00 per share of Company Common Stock, with a median of $17.00 per share.

Morgan Stanley then calculated the range of discounted price targets for Qualtrics by discounting such targets for one year. Based on an estimated cost of equity of 14.3% for Qualtrics, Morgan Stanley calculated a range of discounted price targets of $13.13 to $18.38 per share of Company Common Stock, with a median of $14.88 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Company Common Stock, and these estimates are subject to uncertainties, including the future financial performance of Qualtrics and future financial market conditions.

In connection with the review of the Transactions by the Board, Morgan Stanley 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 susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley 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 Morgan Stanley’s view of the actual value of Qualtrics.

In performing its analyses, Morgan Stanley made numerous judgments and assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qualtrics’ control. These include, among other things, the impact of competition on Qualtrics’ business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qualtrics and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s 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.

Morgan Stanley 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 of $18.15 in cash to be received by the holders of shares of Company Common Stock (other than the holders of the Excluded Shares and the Dissenting Shares) pursuant to the Merger Agreement and in connection with the delivery of its opinion dated as of March 12, 2023, to the Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Company Common Stock might actually trade.

The aggregate Merger Consideration to be received by the holders of shares of Company Common Stock (other than as specified in the Merger Agreement) pursuant to the Merger Agreement was determined through arm’s-length negotiations between Qualtrics and Silver Lake and was approved by the Board. Morgan Stanley provided financial advice to the Board during these negotiations but did not, however, recommend any specific consideration to Qualtrics or the Board, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the Transactions. Morgan Stanley’s opinion did not address the relative merits of the Transactions as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

Morgan Stanley’s opinion and its presentation to the Board were among the many factors taken into consideration by the Board to recommend that the Board approve and adopt the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board with respect to the consideration pursuant to the Merger Agreement or of whether the Board would have been willing to agree to a different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Board retained Morgan Stanley based upon, among other things, Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of SAP SE, Silver Lake, CPPIB, Parent, Qualtrics and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the Transactions, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with Qualtrics in connection with the Transactions, may have committed and may commit in the future to invest in private equity funds managed by Silver Lake, CPPIB or their respective affiliates, or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in investment vehicles, including private equity funds and/or pension funds, managed by Silver Lake, CPPIB or their respective affiliates.

Under the terms of its engagement letter, Morgan Stanley provided the Board financial advisory services and an opinion, described in this section and attached to this information statement as Annex B, in connection with the Transactions, and Qualtrics has agreed to pay Morgan Stanley a fee of approximately $71,000,000 for its services, approximately $7,000,000 of which was earned following delivery of the opinion described in this section and attached to this information statement as Annex B and the remainder of which is contingent upon the consummation of the Transactions. Qualtrics has also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Qualtrics has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages, liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and certain of its affiliates have provided financing services for SAP SE and certain of its controlled affiliates (collectively, the “SAP Related Entities”) and received aggregate fees of approximately $1,000,000 in connection with such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and certain of its affiliates have provided financial advisory and financing services for Qualtrics and certain affiliates of Qualtrics and received aggregate fees of approximately $25,000,000 – $50,000,000 in connection with such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and certain of its affiliates have provided financial advisory and financing services for Silver Lake and certain majority-controlled affiliates and portfolio companies of Silver Lake (collectively, the “Silver Lake Related Entities”) and received aggregate fees of approximately $20,000,000 – $35,000,000 in connection with such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and certain of its affiliates have provided financial advisory and financing services for CPPIB and certain majority-controlled affiliates of CPPIB (collectively, the “CPPIB Related Entities”) and received aggregate fees of approximately $20,000,000 – $40,000,000 in connection with such services. Morgan Stanley and its affiliates may also seek to provide financial advisory and financing services to SAP, the SAP Related Entities, Parent, Silver Lake, the Silver Lake Related Entities, CPPIB, the CPPIB Related Entities, Qualtrics and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated March 12, 2023, to the Independent Committee that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, the $18.15 in cash per share of Company Class A Common Stock to be paid to the holders (other than the Excluded Parties) of shares of Company Class A Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Company Class A Common Stock.

The full text of the written opinion of Goldman Sachs, dated March 12, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this information statement. The summary of Goldman Sachs’ opinion contained in this information statement is qualified in its entirety by reference to the full text of Goldman

Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Independent Committee in connection with its consideration of the Transactions. Goldman Sachs’ opinion is not a recommendation as to how any holder of Company Common Stock should vote or provide its consent with respect to the Transactions or any other matter.

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

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

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

Goldman Sachs’ opinion does not address the underlying business decision of Qualtrics to engage in the Transactions, or the relative merits of the Transactions as compared to any strategic alternatives that may be available to Qualtrics, including a non-binding indication of interest for a potential alternative transaction proposed by a third party at a higher price per share of Company Class A Common Stock in cash than in the Transactions, which indication of interest the Independent Committee advised Goldman Sachs, among other facts and circumstances relating to such indication of interest, raised certain issues relating to the certainty of consummation of such potential alternative transaction; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than the Excluded Parties) of shares of Company Class A Common Stock, as of the date of the written opinion, of the $18.15 in cash per share of Company Class A Common Stock to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Transactions or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into

or amended in connection with the Transactions, including any allocation of the aggregate consideration payable pursuant to the Merger Agreement, including among the holders of shares of Company Class A Common Stock and holders of shares of Company Class B Common Stock, the fairness of the Transactions to, or any consideration received in connection therewith by, the holders of shares of Company Class B Common Stock or any other class of securities, creditors, or other constituencies of Qualtrics; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Qualtrics, or class of such persons, in connection with the Transactions, whether relative to the $18.15 in cash per share of Company Class A Common Stock to be paid to the holders (other than the Excluded Parties) of shares of Company Class A Common Stock pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its written opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its written opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Company Class A Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Qualtrics or Parent, or the Transactions, or as to the impact of the Transactions on the solvency or viability of Qualtrics or Parent or the ability of Qualtrics or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Independent Committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 10, 2023, the last completed trading day before the public announcement of the Transactions, and is not necessarily indicative of current or future market conditions.

Goldman Sachs calculated and compared certain implied premia described below based on the $18.15 in cash per share of Company Class A Common Stock to be paid to the holders (other than the Excluded Parties) of such shares pursuant to the Merger Agreement.

Goldman Sachs calculated the implied premia represented by the $18.15 in cash per share of Company Class A Common Stock relative to:

The results of these calculations and comparisons were as follows:

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Qualtrics to derive a range of illustrative present values per share of Company Class A Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 13% to 15%, reflecting estimates of Qualtrics’ weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2022 (i) estimates of unlevered free cash flow (“uFCF”) for Qualtrics for the fiscal years 2023 through 2032 as reflected in the Forecasts and referred to as “Unlevered Free Cash Flow Burdened by Stock Based Compensation” in the section entitled “The Merger—Certain Company Financial Forecasts” beginning on page 61 and (ii) a range of illustrative terminal values for Qualtrics, which were calculated by applying terminal year, next twelve months (“NTM”) uFCF multiples ranging from 15.0x to 20.0x, to a terminal year estimate of NTM uFCF to be generated by Qualtrics, as reflected in the Forecasts and referred to as “Unlevered Free Cash Flow Burdened by Stock Based Compensation” in the section entitled “The Merger—Certain Company Financial Forecasts” (which analysis implied perpetuity growth rates ranging from 6% to 10%). The illustrative terminal year NTM uFCF multiple range for Qualtrics was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, current and historical enterprise value to NTM uFCF multiples of certain publicly traded companies. Goldman Sachs derived the discount rates referenced above by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including Qualtrics’ target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Qualtrics, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived a range of illustrative enterprise values for Qualtrics by adding the ranges of present values it derived as described above. Goldman Sachs then added to the range of illustrative enterprise values it derived for Qualtrics, the amount of Qualtrics’ net cash as of December 31, 2022, as provided by management of Qualtrics and approved for Goldman Sachs’ use by the Independent Committee, to derive a range of illustrative equity values for Qualtrics. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company Common Stock as of March 9, 2023, calculated using the treasury stock method, as provided by and approved for Goldman Sachs’ use by management of Qualtrics, to derive a range of illustrative present values per share of Company Common Stock ranging from $14 to $20, rounded to the nearest dollar.

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company Class A Common Stock. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2023 through 2026. Goldman Sachs first calculated the implied future enterprise values for Qualtrics as of December 31 for each of the fiscal years 2023 through 2025, by applying a range of illustrative enterprise value to NTM revenue (“EV/NTM revenue”) multiples of 4.50x to 7.00x to estimates of Qualtrics’ revenue for each of the fiscal years 2024 through 2026. This illustrative range of EV/NTM revenue multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, current and historical EV/NTM revenue multiples for Qualtrics and certain publicly traded companies, each as described below in the section entitled “Opinion of Goldman Sachs & Co. LLC—Selected Public Company Comparables Analysis” beginning on page 58.

Goldman Sachs then added the amount of Qualtrics’ projected net cash as of December 31, 2023, 2024 and 2025, respectively, each as provided by management of Qualtrics and approved for Goldman Sachs’ use by the Independent

Committee, to the respective implied future enterprise values in order to derive a range of illustrative equity values for Qualtrics as of December 31, 2023, 2024 and 2025. Goldman Sachs then divided these implied equity values by the projected number of fully diluted outstanding shares of Company Common Stock as of December 31, 2023, 2024 and 2025, respectively, each as provided by and approved for Goldman Sachs’ use by management of Qualtrics, to derive a range of implied future equity values per share of Company Common Stock. Goldman Sachs then discounted these implied future equity values per share of Company Common Stock to December 31, 2022, using an illustrative discount rate of 14.9%, reflecting an estimate of Qualtrics’ cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for Qualtrics, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Qualtrics Common Stock of $13 to $23, rounded to the nearest dollar.

Goldman Sachs also performed an illustrative present value of future share price analysis, by calculating the implied enterprise value for Qualtrics as of December 31, 2023, 2024 and 2025, by applying a range of illustrative enterprise value to NTM revenue multiples adjusted using NTM revenue growth (“growth-adjusted EV/NTM revenue”) of 0.20x to 0.30x to NTM revenue estimates and NTM revenue growth estimates for Qualtrics for each of the fiscal years 2024 through 2026. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2023 through 2026. This illustrative range of growth-adjusted EV/NTM revenue multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, current and historical growth-adjusted EV/NTM revenue multiples for Qualtrics and certain publicly traded companies, each as described below in the section entitled “Opinion of Goldman Sachs & Co. LLC—Selected Public Company Comparables Analysis” beginning on page 58.

Goldman Sachs then added the amount of Qualtrics’ net cash as of December 31, 2023, 2024 and 2025, each as provided by management of Qualtrics and approved for Goldman Sachs’ use by the Independent Committee, to the respective implied forward enterprise values in order to derive a range of illustrative equity values for Qualtrics as of December 31, for 2023, 2024 and 2025. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Company Common Stock as of December 31, 2023, 2024 and 2025, each as provided by and approved for Goldman Sachs’ use by management of Qualtrics, to derive a range of implied future values per share of Company Common Stock. Goldman Sachs then discounted these implied future equity values per share of Company Common Stock to December 31, 2022, using an illustrative discount rate of 14.9%, reflecting an estimate of Qualtrics’ cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Company Common Stock of $14 to $24, rounded to the nearest dollar.

Goldman Sachs analyzed certain publicly available information relating to the following selected transactions in the software industry since 2018. For each of the selected transactions, where information was publicly available, Goldman Sachs calculated and compared the implied EV/NTM revenue multiple of the applicable target company based on the total consideration paid in the transaction as a multiple of the target company’s median consensus estimates of NTM revenue, based on information obtained from public filings and FactSet at the time each such selected transaction was announced.

The following table identifies the transactions reviewed by Goldman Sachs as part of this analysis:

While none of the selected transactions or companies that participated in the selected transactions is directly comparable to the Transactions or Qualtrics, the transactions included as selected transactions were chosen because the target companies that participated in the selected transactions are companies with operations, results, market size and product profiles that, for the purpose of this analysis, may be considered similar to certain of Qualtrics’ results, market sizes and product profile.

The foregoing analysis informed the illustrative range of EV/NTM revenue multiple estimates that was derived by Goldman Sachs utilizing its professional judgment and experience. Using this analysis and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/NTM revenue multiples of 5.5x to 9.1x to an estimate of Qualtrics’ NTM revenue as of March 10, 2023, as provided by management of Qualtrics and approved for Goldman Sachs’ use by the Independent Committee, to derive a range of implied enterprise values for Qualtrics. Goldman Sachs then added to the range of implied enterprise values the amount of Qualtrics’ net cash as of December 31, 2022, as provided by management of Qualtrics and approved for Goldman Sachs’ use by the Independent Committee, to derive a range of illustrative equity values for Qualtrics. Goldman Sachs then divided the range of illustrative equity values by the number of fully diluted outstanding shares of Company Common Stock as of March 9, 2023, calculated using the treasury stock method, as provided by and approved for Goldman Sachs’ use by management of Qualtrics, to derive a reference range of implied equity values per share of Company Common Stock of $16 to $25, rounded to the nearest dollar.

Goldman Sachs reviewed and analyzed, using information obtained from FactSet, the acquisition premia for 111 all-cash acquisition transactions announced during the time period from January 1, 2013 through March 10, 2023, involving a public technology, media or telecommunication company in the commercial services, communications, consumer services, electronic technology or technology services sectors based in the United States as the target where the disclosed enterprise value for the transaction was greater than $1,000,000,000. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in each of the transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 30%, a 25th percentile premium of 18% and a 75th percentile premium of 51% across the period. Using this analysis and its professional judgment and

experience, Goldman Sachs applied a range of illustrative premia of 18% to 51% to the undisturbed closing price per share of Company Common Stock of $11.21 as of January 25, 2023 and calculated a range of implied equity values per share of Company Common Stock of $13 to $17, rounded to the nearest dollar.

Using publicly available information, Goldman Sachs reviewed and compared EV/NTM revenue and growth-adjusted EV/NTM revenue multiples for Qualtrics and for the following publicly traded corporations in the software industry, which are referred to in this section as the “selected software companies”:

Although none of the selected software companies is directly comparable to Qualtrics, the selected software companies included were chosen because they are publicly traded companies in the software industry with certain operations that, for purposes of analysis, may be considered similar to certain operations of Qualtrics.

Goldman Sachs calculated and compared the average EV/NTM revenue and growth-adjusted EV/NTM revenue multiples for (i) Qualtrics over the one-month, three-month, six-month, one-year and year-to-date periods ending January 25, 2023, and the period starting on the date of Qualtrics’ initial public offering and ending on January 25, 2023, and (ii) the selected software companies over the one-month, three-month, six-month, one-year and year-to-date periods ending March 10, 2023, and the period starting on the date of Qualtrics’ initial public offering and ending on March 10, 2023, based on financial and trading data as of March 10, 2023, and information from FactSet. The results of this analysis are summarized as follows:

Goldman Sachs also calculated and compared the current EV/NTM revenue and growth-adjusted EV/NTM revenue multiples for (i) Qualtrics, based on the Forecasts and based on FactSet estimates as of January 25, 2023, and (ii) each of the selected software companies, based on financial and trading data as of March 10, 2023 and information obtained from FactSet. The results of this analysis are summarized as follows:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Qualtrics or the Transactions.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the Independent Committee as to the fairness from a financial point of view to the holders (other than the Excluded Parties) of shares of Company Class A Common Stock, as of the date of the written opinion, of the $18.15 in cash per share of Company Class A Common Stock to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties

or their respective advisors, none of Qualtrics, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations between Qualtrics and Parent and was approved by the Board upon the recommendation of the Independent Committee. Goldman Sachs provided advice to the Independent Committee during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration, including any allocation of the consideration payable pursuant to the Merger Agreement, including among the holders of shares of Company Class A Common Stock and the holders of shares of Company Class B Common Stock, to Qualtrics or the Independent Committee or that any specific amount or allocation of consideration constituted the only appropriate amount or allocation of consideration for the Transactions.

As described in the section entitled “The Merger—Recommendation of the Independent Committee; Reasons for the Recommendation” beginning on page 42, Goldman Sachs’ opinion to the Independent Committee was one of many factors taken into consideration by the Independent Committee in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Qualtrics, Parent, any of their respective affiliates and third parties, including SAP, Silver Lake and CPPIB or any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the Transactions. Goldman Sachs acted as financial advisor to the Independent Committee in connection with, and participated in certain of the negotiations leading to, the Transactions. Goldman Sachs has provided certain financial advisory and/or underwriting services to Qualtrics and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as lead left bookrunner with respect to a follow-on public offering of shares of Company Class A Common Stock in November 2021. During the two-year period ended March 12, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Qualtrics and/or its affiliates of approximately $10,000,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Silver Lake and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as joint lead bookrunner with respect to the initial public offering of Endeavor Group Holdings Inc., a portfolio company of a fund associated with Silver Lake, in April 2021; as financial advisor to Social Finance, Inc., a portfolio company of a fund associated with Silver Lake, with respect to its business combination with Social Capital Hedosophia Holdings Corp. V, a special purpose acquisition company, in May 2021; as bookrunner with respect to the public offering of investment grade bonds of Motorola Solutions Inc., a portfolio company of a fund associated with Silver Lake, in May 2021; as lead left bookrunner with respect to the private offering of convertible senior notes of Unity Software Inc. (“Unity Software”), a portfolio company of a fund associated with Silver Lake, in November 2021; as financial advisor to Unity Software in connection with its acquisition of ironSource Ltd. in November 2022; as joint lead arranger and joint bookrunner with respect to the refinancing and amendment of the First Lien Credit Agreement of a wholly-owned subsidiary of SolarWinds Corporation, a portfolio company of a fund associated with Silver Lake, in November 2022; and as bookrunner with respect to the public offering of investment grade senior notes of wholly-owned subsidiaries of Dell Technologies, Inc., a portfolio company of a fund associated with Silver Lake, in January 2023. During the two-year period ended March 12, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to Silver Lake and/or its affiliates and portfolio companies (which may include companies that are not controlled by Silver Lake) of approximately $104,000,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to CPPIB and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as lead left bookrunner with respect to the equity follow-on public offering of Petco Health and Wellness Company Inc., a portfolio company of CPPIB, in May 2021; as financial advisor to GlobalLogic Inc., a portfolio company of CPPIB, with respect to its sale in July 2021; as lead left bookrunner with

respect to the initial public offering of Informatica LLC, a portfolio company of CPPIB, in October 2021; as lead left bookrunner in connection with a bank loan to Ultimate Fighting Championship Ltd., a subsidiary of Endeavor Group Holdings Inc., a portfolio company of CPPIB, in connection with its acquisition of OpenBet Technologies Company in October 2021; and as lead left bookrunner with respect to a second-lien term loan and dividend recapitalization of Ascend Learning LLC, a portfolio company of CPPIB, in November 2021. During the two-year period ended March 12, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to CPPIB and/or its affiliates and portfolio companies (which may include companies that are not controlled by CPPIB) of approximately $100,000,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to the Government of Canada¹ and/or its agencies, and instrumentalities and their respective affiliates from time to time for which Goldman Sachs Investment Banking Division has received, and may receive, compensation. During the two-year period ended March 12, 2023, Goldman Sachs Investment Banking has not been engaged by SAP or its affiliates, other than Qualtrics, to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Qualtrics, SAP, Silver Lake, CPPIB, the Government of Canada and/or its agencies and instrumentalities, and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Silver Lake and CPPIB and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of Silver Lake and/or CPPIB from time to time and may do so in the future.

The Independent Committee selected Goldman Sachs as its financial advisor, in part, because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transactions. Pursuant to a letter agreement dated February 23, 2023, the Independent Committee engaged Goldman Sachs to act as its financial advisor in connection with the Transactions. The engagement letter between the Independent Committee and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $10,000,000, $2,500,000 of which became payable at the announcement of the Transactions on March 13, 2023, and the remainder of which is contingent upon consummation of the Transactions. In addition, the Independent Committee has agreed to reimburse Goldman Sachs for certain of its expenses, including reasonable attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

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

The Company is especially wary of making financial forecasts for extended earnings periods because of the unpredictability of the underlying assumptions and estimates, and does not prepare five-year forecasts, or forecasts or extrapolations for longer periods, in the ordinary course of business. However, in connection with its evaluation of the Merger and other strategic alternatives available to the Company, the Board reviewed, among other things, certain unaudited, preliminary financial forecasts developed by the Company’s management with respect to fiscal years 2023 through 2027 (the “Five-Year Projections”), and the Independent Committee reviewed, among other things, the Five-Year Projections as well as certain extrapolations based on the Five-Year Projections made by the Company’s management in consultation with Morgan Stanley with respect to fiscal years 2028 to 2032 (such extrapolations and the Five-Year Projections, collectively, the “Ten-Year Projections”). The Five-Year Projections were made available to Morgan Stanley and to bidders, including Parent, and the Ten-Year Projections were made available to Goldman Sachs. The Five-Year Projections were approved by the Board and the Company’s management for use in connection with Morgan Stanley’s financial analyses and Morgan Stanley’s opinion, as described in the sections entitled “The Merger—Background of the Merger” beginning on page 20 and “The Merger—Opinion of Morgan Stanley & Co. LLC” beginning on page 45. The Ten-Year Projections were approved by the Independent Committee and the Company’s management for Goldman Sachs’ use for purposes of performing its financial analyses in connection with its fairness opinion to the Independent Committee, as described in the section entitled “The Merger—Opinion of Goldman Sachs & Co. LLC” beginning on page 52.

The Ten-Year Projections included in this information statement have been prepared by the Company’s management and are subjective in many respects. The Ten-Year Projections were not prepared with a view to public disclosure and are included in this information statement only because such information was made available to the Board and the Independent Committee as described above. The Ten-Year Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Ten-Year Projections do not take into account any circumstances or events occurring after the date they were prepared, including the Merger. The Ten-Year Projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this summary of the Ten-Year Projections is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by our management that our management believed were reasonable at the time that the Ten-Year Projections were prepared, taking into account the relevant information available to our management at the time. However, such variables, assumptions and estimates are inherently uncertain and many are beyond the control of our management. Because the Ten-Year Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Ten-Year Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As a result, the Ten-Year Projections may not be realized and actual results may be significantly higher or lower than projected. The Ten-Year Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Neither BDO USA, LLP nor KPMG LLP has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Ten-Year Projections and, accordingly, neither such firm expresses an opinion or any other form of assurance with respect thereto. The KPMG LLP report incorporated by reference into this information statement relates to the Company’s previously issued financial statements. It does not extend to the Ten-Year Projections and should not be read to do so.

The Ten-Year Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and the other reports filed by the Company with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 17.

The inclusion of the Ten-Year Projections should not be regarded as an indication that the Board, the Independent Committee, the Company’s management, Morgan Stanley, Goldman Sachs, Silver Lake, CPPIB, representatives and affiliates of Silver Lake or CPPIB or any other recipient of this information considered, or now considers, the Ten-Year Projections to be predictive of actual future results.

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

In preparing the Ten-Year Projections, the Company’s management utilized the following material assumptions:

The Five-Year Projections and the Ten-Year Projections were prepared and/or approved by, and are the sole responsibility of, the Company’s management. At the direction of the Board and the Company's management, Morgan Stanley relied on the accuracy and completeness of the Five-Year Projections utilized in its financial analyses and its advice to the Board, as well as the assurances of the Company’s management that (i) it was not aware of any facts or circumstances that would make such information inaccurate or misleading, and (ii) the Five-Year Projections were reasonably prepared and/or approved based on the best currently available estimates and judgments of the Company’s management of the future financial performance of the Company.

At the direction of the Independent Committee and the Company’s management, Goldman Sachs relied on the accuracy and completeness of the Ten-Year Projections utilized in its financial analyses and its advice to the Independent Committee, as well as the assurances of the Company’s management that (i) it was not aware of any facts or circumstances that would make such information inaccurate or misleading, and (ii) the Ten-Year Projections were reasonably prepared and/or approved based on the best currently available estimates and judgments of the Company’s management of the future financial performance of the Company.

The following table sets forth a summary of the Ten-Year Projections:

Certain of the measures included in the Ten-Year Projections may be considered non-GAAP financial measures, including Non-GAAP Operating Income and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. The Company has not prepared, and the Board, the Independent Committee, Morgan Stanley and Goldman Sachs have not considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures. 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 Ten-Year Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Ten-Year Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliation of the financial measures included in Ten-Year Projections is provided in this information statement.

The Ten-Year Projections do not give effect to the Merger, including any impact of the negotiation or execution of the Merger Agreement, the expenses that have and will be incurred in connection with completing the Merger, or any changes to the Company’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Merger. The Ten-Year Projections also do not consider the effect of any failure of the Merger to be completed; the Ten-Year Projections should not be viewed as accurate or continuing in that context.

The obligation of Parent and Merger Sub to consummate the Transactions is not subject to a financing condition. We estimate that the total amount of funds necessary to complete the Transactions and the related financings, including the payment of related fees and expenses, will be approximately $13,180,000,000, including the funds needed to:

We expect this amount to be funded through a combination of the following:

Parent has obtained the equity and debt financing commitments described below. The funding of the proceeds under each of the financing commitments is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to each proposed financing in accordance with the terms set forth in the applicable commitment letter, and (ii) the consummation of the Merger in accordance with the Merger Agreement. Parent has represented to the Company that it has sufficient committed equity financing to complete the Transactions.

Parent also obtained Limited Guarantees from the Guarantors pursuant to which each Guarantor has agreed to, among other things, unconditionally and irrevocably guarantee to the Company, on the terms and conditions set forth in each Limited Guarantee, the due and punctual observance, performance and discharge a portion of the Guaranteed Obligations, which guarantee is subject to an aggregate upper limit of the Parent Damages Limitation and the other terms and conditions of the Merger Agreement if, as and when due and subject to the limitations set forth in Section 9.02(c) of the Merger Agreement.

In connection with the Merger Agreement, Parent has entered into the Equity Commitment Letters with the SLP Equity Investors and CPPIB Equity Investor, respectively. Pursuant to the Equity Commitment Letters, the Equity Investors have committed, severally but not jointly, upon the terms and subject to conditions set forth in the

Equity Commitment Letters, to, directly or indirectly, purchase or cause the purchase by a permitted assign of equity or debt securities of Parent for an aggregate purchase price of, or otherwise make contributions to or invest funds in Parent in an aggregate amount in cash in immediately available funds up to $10,970,000,000, consisting of an aggregate commitment of $9,220,000,000 by the SLP Equity Investors and an aggregate commitment of up to $1,750,000,000 by the CPPIB Equity Investor.

The Equity Investors’ equity commitments are generally subject to the satisfaction of the conditions to Parent and Merger Sub’s obligations to effect the consummation of the Transactions as set forth in the Merger Agreement, the substantially concurrent satisfaction of the other Equity Investor’s obligations to fund the substantially concurrent consummation of the Closing in accordance with the Merger Agreement. The Company is an express third-party beneficiary of the Equity Commitment Letters and is entitled to, directly or indirectly, enforce Parent’s right to cause the commitment under the Equity Commitment Letters by the applicable Equity Investors to be funded to Parent in accordance with the Equity Commitment Letters subject to the (i) limitations and conditions set forth in the Equity Commitment Letters and (ii) terms and conditions of the Merger Agreement.

The equity financing contemplated by the Equity Commitment Letters will terminate upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the consummation of the Closing, (iii) with respect to each of the Equity Investors, at such time as such Equity Investor (together with its permitted assigns) has funded to Parent its equity commitment in accordance with and subject to the terms and conditions of the Equity Commitment Letters, (iv) at such time as Parent has received an amount of up to $9,220,000,000 from the SLP Equity Investors, and an amount of up to $1,750,000,000 from the CPPIB Equity Investor, in each case, in accordance with and subject to the terms and conditions of the Equity Commitment Letters, (v) the payment from one or more of the Equity Investors as Guarantors of any amount required to be paid pursuant to its respective Limited Guarantee and (vi) the assertion by or on behalf of the Company, its affiliates and any of their related parties of certain claims and legal actions prohibited by the Equity Commitment Letters against the Equity Investors, Parent or any of their related parties, in each case, other than claims and legal actions expressly permitted by the Equity Commitment Letters or the Merger Agreement or any claim under the confidentiality agreement relating to the Merger.

In connection with the execution and delivery of the Merger Agreement, Parent entered into the Debt Commitment Letter, with the Debt Financing Sources, pursuant to which, subject to the terms and conditions set forth in the Debt Commitment Letter, the Debt Financing Sources committed to provide debt financing in an aggregate principal amount of up to $1,200,000,000, consisting of (i) a $1,000,000,000 senior secured term loan facility and (ii) a $200,000,000 senior secured revolving credit facility, each of which will, as applicable, be used in part to finance a portion of the consideration for the Merger. The commitments under the Debt Commitment Letter expire on the date that is five business days after the Outside Date, as such date may be extended pursuant to the terms of the Merger Agreement (as in effect on the date of the Debt Commitment Letter), including for regulatory approvals and in the event of litigation.

During the Pre-Closing Period, the Company will and will use its commercially reasonable efforts to cause each of its representatives to provide such reasonable cooperation as is customary and reasonably requested by Parent in connection with the obtaining and arranging of the Debt Financing, as further described in the section entitled “The Merger Agreement—Financing Covenant; Qualtrics Cooperation” beginning on page 89.

Concurrently with the execution of the Merger Agreement, the Guarantors have each executed and delivered a Limited Guarantee, respectively, in favor of the Company. The Guarantors have unconditionally and irrevocably guaranteed, on the terms and conditions set forth therein, the due and punctual observance, performance and discharge of the Guaranteed Obligations. In no event will the maximum aggregate liability of the Guarantors under the Limited Guarantees exceed the Parent Damages Limitation.

Each of the Limited Guarantees will terminate upon the earliest to occur of (i) the consummation of the Closing, (ii) payment in full by the applicable Guarantor of the applicable percentage of the Guaranteed Obligations, (iii) the valid termination of the Merger Agreement in accordance with its terms (A) by mutual consent of Parent and the Company or (B) under circumstances in which Parent is not be permitted to seek monetary damages for breach of the Merger Agreement (if any), or (iv) 60 days following the valid termination of the Merger Agreement in

accordance with its terms under circumstances in which Parent is permitted to seek monetary damages for breach of the Merger Agreement (if any), unless by such date the Company (A) has made a claim in writing with respect to the applicable Guaranteed Obligations under the Limited Guarantee and (B) has commenced an action in accordance with the Limited Guarantee during such 60 day period against the applicable guarantor alleging that Parent is liable for the applicable Guaranteed Obligations under the Limited Guarantee, in which case, the Limited Guarantee will survive with respect to the amounts claimed to be owed.

Qualtrics’ executive officers and non-employee directors have interests in the Merger that may be different from, or in addition to, the interests of Qualtrics’ stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

For purposes of the discussion below, Qualtrics’ executive officers and non-employee directors are the following individuals who have served as executive officers and non-employee directors of Qualtrics at any point since the beginning of the last fiscal year:

Each restricted stock unit subject only to service-based vesting restrictions (each a “Restricted Stock Unit”) that, as of immediately prior to the Effective Time, is vested in accordance with its terms after giving effect to any vesting that occurs as a result of the Transactions but has not yet been settled (each, a “Vested Restricted Stock Unit”) and each restricted stock unit subject, in whole or in part, to performance-based vesting restrictions (each a “Performance Stock Unit”) that, as of immediately prior to the Effective Time, is vested in accordance with its terms after giving effect to any vesting that occurs as a result of the Transactions but has not yet been settled (each, a “Vested Performance Stock Unit”) will be canceled as of the Effective Time and converted into the right to receive, immediately after the Effective Time (and in no event later than five days following the Effective Time) an amount

in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Company Common Stock subject to such Vested Restricted Stock Unit or Vested Performance Stock Unit, as applicable, less applicable taxes and authorized deductions. All Restricted Stock Units held by non-employee members of the Board will accelerate and vest effective as of immediately prior to the Effective Time and be treated as Vested Restricted Stock Units in the Merger.

Each Restricted Stock Unit that, as of immediately prior to the Effective Time, is not a Vested Restricted Stock Unit (each, an “Unvested Restricted Stock Unit”) will be converted into the contingent right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Company Common Stock subject to such Unvested Restricted Stock Unit (the “Unvested Restricted Stock Unit Consideration”). Subject to the holder’s continued service with Qualtrics and its subsidiaries through the applicable vesting dates, such Unvested Restricted Stock Unit Consideration will vest and become payable at the same time as the underlying Unvested Restricted Stock Unit would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested Restricted Stock Unit immediately prior to the Effective Time.

Each Performance Stock Unit that, as of immediately prior to the Effective Time, is not a Vested Performance Stock Unit (each, an “Unvested Performance Stock Unit”) will be converted into the contingent right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Company Common Stock subject to such Unvested Performance Stock Unit based on the attainment of the applicable performance metrics at the target level of performance (the “Unvested Performance Stock Unit Consideration”). Subject to the holder’s continued service with Qualtrics and its subsidiaries through the applicable time-based vesting dates, such Unvested Performance Stock Unit Consideration will vest and become payable at the same time as the underlying Unvested Performance Stock Unit would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested Performance Stock Unit immediately prior to the Effective Time except that no performance-based vesting metrics or criteria will apply from and after the Effective Time.

At the Effective Time, each Option (other than any Option granted under the ESPP (as defined below)) that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be canceled and converted into the right to receive an amount in cash immediately after the Effective Time (and in no event later than five days following the Effective Time), without interest, equal to the product of (i) the number of shares of Company Common Stock subject to such Option as of immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Option, less applicable taxes and authorized deductions. Each Option with an exercise price per share equal to or greater than the Merger Consideration will be canceled at the Effective Time for no consideration.

Prior to the Effective Time, Qualtrics will take all actions necessary to ensure that (i) no new offering or purchase periods under the Qualtrics International Inc. 2021 Employee Stock Purchase Plan, as amended from time to time (the “ESPP”) will commence after the date of the Merger Agreement, (ii) no new participants will be permitted to participate in the ESPP after the date of the Merger Agreement, and (iii) the existing participants in the ESPP may not increase their elections with respect to the offering or purchase periods in effect on the date of the Merger Agreement. In addition, Qualtrics will take all actions necessary to terminate the ESPP and all outstanding rights thereunder as of the day immediately prior to the Effective Time, contingent upon the occurrence of the Closing, effective immediately prior to the Effective Time. To the extent that any purchase period that is in effect on the date of the Merger Agreement is scheduled to remain in effect as of the Effective Time (the “Final Offering Period”), Qualtrics will provide at least ten days’ prior written notice of the occurrence of the Closing Date and participants in the ESPP with respect to such purchase period will, following the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the automatic exercise date contemplated by the following sentence. Each purchase right under the ESPP that is outstanding as of the date immediately prior to the Closing Date, and has not been terminated at the participant’s election, as provided in the preceding sentence, will automatically be exercised on such date by applying the payroll deductions of each participant holding such rights for the purchase period in which the Closing Date occurs to the purchase of Company Common Shares at the option price applicable to such purchase right. Prior to the Effective Time, Qualtrics will take all actions necessary to terminate the ESPP

no later than the day immediately prior to the Effective Time, and will cause the exercise date applicable to the Final Offering Period to accelerate and occur on the termination date of the ESPP with respect to any then-outstanding purchase rights.

The table below sets forth (i) the number of Company Common Shares underlying Unvested Restricted Stock Units and Unvested Performance Stock Units as of April 5, 2023, the assumed date of the Merger solely for the purposes of this disclosure, held by each Qualtrics executive officer and non-employee director listed above, and (ii) the estimated value of those awards (on a pre-tax basis) in the Merger. These values have been calculated assuming the price of a share of Company Common Stock is $18.15, which is the consideration payable per share of Company Common Stock in the Merger. None of the Qualtrics executive officers or non-employee directors has any outstanding Options.

The Company maintains the Change in Control Plan, which was adopted by the Board on January 5, 2021. All current executive officers of Qualtrics are eligible to participate in the Change in Control Plan. In the event of a Qualifying Termination on or following the Closing Date, participants in the Change in Control Plan are eligible

to receive a lump sum cash severance payment equal to the sum of the participant’s base salary for a 12-month period, calculated as the higher of an eligible executive’s annual base salary immediately prior to (i) the date of the Qualifying Termination or (ii) the Closing Date, and target annual cash incentive opportunity for the year in which the Qualifying Termination occurs, accelerated vesting of all outstanding and unvested equity awards held as of the date of termination of employment and reimbursement for COBRA health premiums for the executive officer and the participant’s eligible dependents for up to 12 months, in exchange for the execution and non-revocation of a separation agreement and release of claims (containing the Company’s standard restrictive covenants and incorporating any restrictive covenants from the executive officer’s employment agreement) that becomes non-revocable.

For an estimate of the amounts that would be payable to each of the Company’s 2022 named executive officers assuming that each named executive officer incurs a Qualifying Termination immediately following the Merger, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Qualtrics Named Executive Officers in Connection with the Merger” beginning on page 69. The estimated aggregate value of cash severance payments that would be payable to the Company’s executive officers who are not 2022 named executive officers pursuant to the Change in Control Plan upon a Qualifying Termination immediately following the Merger would be approximately $1,445,000.

latest practicable date to determine such amounts before the filing of this information statement, and excludes any additional grants that may occur following this date or forfeiture of any grants in the ordinary course prior this date; (iii) each of the named executive officers experiences a Qualifying Termination immediately after such date, (iv) for purposes of determining the value of Unvested Restricted Stock Units and Unvested Performance Stock Units, the value of a share of Company Common Stock is equal to $18.15, (v) the named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of April 5, 2023 and (vi) no named executive officer enters into any new agreement with Qualtrics or Parent or becomes entitled to, prior to the Effective Time, additional compensation or benefits.

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

As of the filing of this information statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

The following is a summary of the material United States federal income tax consequences of the Merger generally applicable to holders of Company Common Stock who exchange their shares of Company Common Stock for cash pursuant to the Merger. The summary is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), applicable United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. No opinion of counsel or ruling from the Internal Revenue Service (the “IRS”) has been or will be obtained regarding the United States federal income tax consequences of the Merger. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder of Company Common Stock would ultimately prevail in a final determination by the court. The discussion applies only to holders whose shares of Company Common Stock are held as capital

assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of Company Common Stock that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, tax-exempt organizations, broker-dealers, banks, financial institutions, regulated investment companies, real estate investment trusts, cooperatives, traders in securities that elect the mark-to-market method of accounting, United States Holders (as defined below) whose functional currency is not the United States dollar, holders who hold Company Common Stock through pass-through entities for United States federal income tax purposes or as part of a hedge, straddle or conversion transaction, holders deemed to sell Company Common Stock under the constructive sale provisions of the Code, holders who exercise appraisal rights, or holders who acquired Company Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. This summary does not address any Medicare tax or alternative minimum tax considerations or any aspect of state, local or non-United States taxation, and does not address any United States federal taxation other than income taxation.

For purposes of this information statement, a “United States Holder” means a beneficial owner of Company Common Stock that is:

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

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

The United States federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Company Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of United States federal, state, local and non-United States tax laws or under any applicable income tax treaty.

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

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

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

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

Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”) impose a 30% withholding tax on certain types of payments to “foreign financial institutions” and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification obligation requirements are satisfied. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of shares of Company Common Stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Cash consideration received by a United States Holder or a Non-United States Holder pursuant to the Merger may be subject, under certain circumstances, to information reporting and United States federal backup withholding (currently at a rate of 24%). To avoid backup withholding, a United States Holder that does not otherwise establish an exemption should complete and return to the applicable paying agent an IRS Form W-9 (or applicable successor form), certifying under penalties of perjury that such United States Holder is a “United States person” within the meaning of the Code, that the taxpayer identification number provided is correct and that such United States Holder is not subject to backup withholding. A Non-United States Holder generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 (or applicable successor form). Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

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

Under the Merger Agreement, we and the other parties to the Merger Agreement have agreed to use our respective reasonable best efforts to complete the transactions contemplated by the Merger Agreement, including to obtain all necessary governmental approvals as promptly as reasonably practicable. In addition, the parties to the

Merger Agreement have agreed to use our respective reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission to any governmental authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a governmental authority relating thereto; and (ii) provide such other information to any governmental authority as such governmental authority may lawfully request in connection with the Transactions. The parties to the Merger Agreement have further agreed to coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with such filings or submissions.

In order to enable the parties to the Merger Agreement to complete the Transactions as promptly as practicable and in any event prior to the Outside Date, Parent and Merger Sub have agreed to, and to cause each of their respective subsidiaries to, take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust laws or foreign investment laws that may be asserted by any governmental authority or any other person including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license or other disposition of such of its and their assets, properties or businesses or of the assets, properties or businesses to be acquired by Parent and Merger Sub pursuant hereto, and entering into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of materially delaying or preventing the consummation of the Transactions; provided, that any such sale, divestiture, license or other disposition referred to above is conditioned upon clearance under the HSR Act and any applicable foreign antitrust law or foreign investment law. In addition, Parent and Merger Sub shall defend any action, including by defending through litigation, in order to avoid entry of, or to have vacated or terminated, any order (whether temporary, preliminary or permanent) that would prevent or materially impede, interfere with, hinder or delay the consummation of the Merger or the other Transactions or which would prevent the consummation of the Merger prior to the Outside Date.

Under the HSR Act, certain transactions, including the Merger, may not be completed until notification and report forms have been filed with the Antitrust Division and the FTC and all statutory waiting periods have expired or early termination has been granted by the applicable agencies. On March 24, 2023, both the Company and Parent filed their respective notification and report forms under the HSR Act, which filing initiated an initial 30-day waiting period under the HSR Act.

Under other applicable foreign antitrust laws and foreign investment laws, certain transactions, including the Merger, may not be completed until any requisite consent, non-action or expiration of any applicable waiting period is obtained. All filings required under applicable foreign antitrust laws and foreign investment laws in respect of the Merger were made as of April 4, 2023. There can be no assurances that all of the required regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, the Company’s or Parent’s ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals.

As of the date of this information statement, the parties have not received all of the consents (including non-action or expiration or termination of any applicable waiting period) under the antitrust laws and foreign investment laws required by the Merger Agreement.

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

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about Qualtrics. Such information can be found elsewhere in this information statement and in the public filings Qualtrics makes with the SEC, which may be obtained by following the instructions set forth in the section entitled “Where You Can Find More Information” beginning on page 109.

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement attached hereto as Annex A. The Merger Agreement has been included to provide you with information regarding its terms and is not intended to provide any other factual information about Qualtrics, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by you, but rather as a way of allocating the risk between the parties in the event statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by you. You are not a third-party beneficiary under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Qualtrics, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Qualtrics’ public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this information statement not misleading.

Upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the DGCL, on the Closing Date, Merger Sub will be merged with and into Qualtrics, whereupon the separate corporate existence of Merger Sub will cease, and Qualtrics will continue as the Surviving Company.

The Merger will become effective at such time as the certificate of merger (the “Certificate of Merger”) has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger. At the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will vest in the Surviving Company, and all debts, liabilities, obligations, restrictions and duties of the Company and Merger Sub will become the debts, liabilities, obligations, restrictions and duties of the Surviving Company, all as provided under the DGCL.

Subject to the provisions of the Merger Agreement and pursuant to the DGCL, the Closing will take place (i) at 10:00 a.m., New York time, on the third business day after the satisfaction or, to the extent permitted by law, waiver of the conditions to Closing set forth in the Merger Agreement as described in the section entitled “The Merger Agreement—Conditions to Consummation of the Merger” beginning on page 93 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or, to the extent permitted by law, waiver at the Closing), remotely by telephone and electronic communication and exchange of documents; provided, that notwithstanding the foregoing, the Closing will not occur prior to May 11, 2023, without the prior written consent of Parent, or (ii) at such other place, at such time or on such other date as Parent and the Company may mutually agree in writing.

At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares and any Dissenting Shares, will be cancelled, will cease to exist and will be and converted automatically into the right to receive the Merger Consideration. The Merger Consideration will not be paid, nor any distribution will be made, in respect of (i) Excluded Shares, which are any shares of Company Common Stock held in the treasury of the Company or owned by any direct or indirect wholly owned subsidiary of the Company and any shares of Company Common Stock owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, which at the Effective Time will automatically be cancelled without any conversion thereof and (ii) Dissenting Shares, which are any shares of Company Common Stock outstanding as of immediately prior to the Effective Time that are held by stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have demanded, properly in writing, appraisal for such shares in accordance with Section 262 of the DGCL, which at the Effective Time will automatically be cancelled without any conversion thereof unless such stockholder fails to perfect, withdraws or otherwise loses the right to appraisal.

Each share of common stock, par value $0.00001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company.

Each Vested Restricted Stock Unit and each Vested Performance Stock Unit will be canceled as of the Effective Time and converted into the right to receive, immediately after the Effective Time (and in no event later than five days following the Effective Time) an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Company Common Stock subject to such Vested Restricted Stock Unit or Vested Performance Stock Unit, as applicable, less applicable taxes and authorized deductions. All Restricted Stock Units held by non-employee members of the Board will accelerate and vest effective as of immediately prior to the Effective Time and be treated as Vested Restricted Stock Units in the Merger.

Each Unvested Restricted Stock Unit will be converted into the contingent right to receive the Unvested Restricted Stock Unit Consideration. Subject to the holder’s continued service with Qualtrics and its subsidiaries (including the Surviving Company and its subsidiaries) through the applicable vesting dates, such Unvested Restricted Stock Unit Consideration will vest and become payable at the same time as the underlying Unvested Restricted Stock Unit would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested Restricted Stock Unit immediately prior to the Effective Time.

Each Unvested Performance Stock Unit will be converted into the contingent right to receive the Unvested Performance Stock Unit Consideration. Subject to the holder’s continued service with Qualtrics and its subsidiaries (including the Surviving Company and its subsidiaries) through the applicable time-based vesting dates, such Unvested Performance Stock Unit Consideration will vest and become payable at the same time as the underlying Unvested Performance Stock Unit would have vested and become payable pursuant to its terms and will otherwise generally remain subject to the same terms and conditions as applied to the underlying Unvested Performance Stock Unit immediately prior to the Effective Time except that no performance-based vesting metrics or criteria will apply from and after the Effective Time.

At the Effective Time, each Option (other than any Option granted under the ESPP) that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically be cancelled and converted into the right to receive an amount in cash immediately after the Effective Time (and in no event later than five days following the Effective Time), without interest, equal to the product of (i) the number of shares of Company Common Stock subject to such Option as of immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Option, less applicable taxes and authorized deductions. Each Option with an exercise price per share equal to or greater than the Merger Consideration will be canceled at the Effective Time for no consideration.

Notwithstanding any provision of the Merger Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have demanded, properly in writing, appraisal for such shares in accordance with Section 262 of the DGCL will not be converted into, or represent the right to receive, the

Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. At the Effective Time, all Dissenting Shares will no longer be outstanding, will automatically be cancelled and will cease to exist, and, except as otherwise provided by applicable laws, each holder of Dissenting Shares will cease to have any rights with respect to Dissenting Shares, other than such rights as are granted under such Section 262. Such dissenting stockholders will be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such shares under such Section 262 will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in the Merger Agreement, of such shares. Qualtrics is obligated to give Parent prompt notice and copies of any demands for appraisal received by Qualtrics, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by Qualtrics. The Company will not, except with the prior written consent of Parent, make any payment, or offer or agree to make any payment, with respect to any demands for appraisal or offer to settle or settle any such demands.

Prior to the Effective Time, Parent will (i) appoint the Paying Agent for the purpose of effecting payments to the holders of Company Common Stock entitled to receive the Merger Consideration and (ii) enter into a paying agent agreement, in form and substance reasonably acceptable to the Company and Parent, with such Paying Agent for the payment of the Merger Consideration in accordance with the Merger Agreement. On or prior to the Effective Time, Parent will have deposited, or will cause to have been deposited, with the Paying Agent, for the benefit of the holders of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid pursuant to the Merger Agreement.

Promptly after the Effective Time (and in any event no later than two business days), Parent will direct the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock entitled to receive the Merger Consideration pursuant to the Merger Agreement, instructions for use in effecting the surrender of the non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration.

In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration may be paid to a person other than the person in whose name the Book-Entry Share is registered if the Book-Entry Share representing such Company Common Stock is presented to the Paying Agent accompanied by all documents required to evidence and effect such transfer or otherwise be in proper form for transfer, and the person requesting such payment is required to pay any transfer or other taxes required solely by reason of the payment of the Merger Consideration to a person other than the registered holder of such Book-Entry Share or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable.

Until surrendered as contemplated by the Merger Agreement, each Book-Entry Share will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration to which the holder of such Book-Entry Share is entitled pursuant to the Merger Agreement.

No interest will be paid or will accrue on any cash payable to holders of Book-Entry Shares. Each registered holder of one or more Book-Entry Shares will, upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably require), be entitled to receive and Parent will cause the Paying Agent to pay and deliver as soon as reasonably practicable after receipt of such agent’s message (or such other evidence, if any, as the Paying Agent may reasonably require), the Merger Consideration for each Book-Entry Share.

Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Paying Agent and Depository Trust Company (“DTC”) with the objective that the Paying Agent will transmit to DTC or its nominee, on the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of Company Common Stock (other than the Excluded Shares and any Dissenting Shares) held of record by DTC or such nominee immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.

Any portion of the aggregate Merger Consideration that remains undistributed to the former holders of shares of Company Common Stock as of the 12-month anniversary of the Effective Time will be delivered to the Surviving Company, upon demand, and any former holders of shares of Company Common Stock entitled to payment of

Merger Consideration who have not complied with the exchange provisions in the Merger Agreement will thereafter look only to Parent or the Surviving Company for, and Parent and the Surviving Company will remain liable for, payment of their claim for the Merger Consideration.

At the Effective Time, (i) the Company Charter will be amended as a result of the Merger so as to read in its entirety as set forth in the applicable exhibit attached to the Merger Agreement and will be the certificate of incorporation of the Surviving Company and (ii) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will be the bylaws of the Surviving Company (except that all references to Merger Sub will be automatically amended and will become references to the Surviving Company).

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

Subject to certain exceptions in the Merger Agreement, in the confidential disclosure letter prepared by the Company and delivered to Parent and Merger Sub in connection with the Merger Agreement (the “Company Disclosure Letter”) and as disclosed in the Company’s public filings with the SEC on or after January 28, 2021, the Merger Agreement contains representations and warranties of the Company relating to, among other things:

Certain of the representations and warranties of Company in the Merger Agreement are qualified as to “materiality” or “Material Adverse Effect.” The Merger Agreement provides that a Material Adverse Effect means any change, effects, event, occurrence, development, condition or fact that, individually or in the aggregate, with all other changes, effects, events, occurrences, developments, conditions or facts that (i) has had or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and the Company’s subsidiaries, taken as a whole, or (ii) would reasonably be expected to materially delay, materially impede or prevent the consummation of the Merger by the Company, excluding, for the purposes of determining a Material Adverse Effect under clause (i) only, any change, effect, event, occurrence, development, condition or fact resulting from or relating to any of the following, alone or in combination:

provided that the first six bullets above will only apply to the extent that such change, effect, event, occurrence, development, condition or fact does not have a materially disproportionate adverse impact on the Company and the Company’s subsidiaries, taken as a whole, compared to other companies that operate in the industry and geographic markets in which the Company and the Company’s subsidiaries operate in which case only the incremental materially disproportionate adverse impact may be taken into account in determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur.

Subject to certain exceptions in the Merger Agreement, the Merger Agreement also contains a number of representations and warranties of Parent and Merger Sub, including representations and warranties relating to, among other things: