ENV Envestnet Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Envestnet, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

Envestnet, Inc.

1000 Chesterbrook Boulevard, Suite 250

Berwyn, PA 19312

August 23, 2024

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Envestnet, Inc. (“Envestnet” or the “Company”) to be held on Tuesday, September 24, 2024, at 10:00 a.m., Eastern Time online at www.virtualshareholdermeeting.com/ENV2024SM.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 11, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among BCPE Pequod Buyer, Inc. (“Parent”), BCPE Pequod Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Envestnet, pursuant to which Merger Sub will merge with and into Envestnet (the “Merger”), with Envestnet surviving the Merger and becoming a wholly owned subsidiary of Parent, and to approve the Merger (the “Merger Proposal”). Parent and Merger Sub are affiliates of vehicles managed or advised by Bain Capital Private Equity, LP (“Bain”), a private equity firm. You will also be asked to consider and vote on (i) a non-binding, advisory proposal to approve compensation that will or may become payable by Envestnet to its named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”) and (ii) a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum (the “Adjournment Proposal” and, together with the Merger Proposal and the Merger-Related Compensation Proposal, the “Special Meeting Proposals”).

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $63.15 in cash, without interest, and subject to any applicable tax withholding or deduction, for each share of common stock of Envestnet, par value $0.005 per share (“Envestnet Common Stock”) that you own as of immediately prior to the effective time of the Merger, unless you have properly and validly exercised and not withdrawn your appraisal rights with respect to such shares.

On July 11, 2024, the board of directors of Envestnet (the “Board”) reviewed and considered the terms and conditions of the Merger Agreement, the Merger, the other transactions contemplated by the Merger Agreement, any agreement, certificate, instrument and document executed and delivered pursuant to the Merger Agreement (such agreement, certificate, instrument or document, an “Ancillary Agreement”) or pursuant to any other Ancillary Agreement and the transactions contemplated by the Ancillary Agreements (collectively, the “Transactions”). After considering various factors, including those described in the enclosed Proxy Statement (the “Proxy Statement”), and after consultation with the Company’s financial advisor and outside legal counsel, the Board unanimously (i) approved and declared advisable the Merger Agreement and the Transactions, (ii) determined that the terms of the Merger Agreement and the Transactions are fair to, and in the best interests of, the Company and the Company’s stockholders, (iii) directed that the Merger Proposal be submitted to a vote of the Company’s stockholders at the Special Meeting and (iv) subject to the terms and conditions of the Merger Agreement, resolved to recommend that the Company’s stockholders approve the Merger Proposal on the terms and subject to the conditions set forth in the Merger Agreement.

The Board unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement, the Transactions, the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Board in connection with its evaluation of

the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about Envestnet from documents we file with the United States Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly and encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting.

If your shares of Envestnet Common Stock are registered directly in your name, you are considered to be the stockholder of record with respect to those shares. If your shares of Envestnet Common Stock are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares of Envestnet Common Stock. However, you are still considered to be the beneficial owner of those shares, and your shares of Envestnet Common Stock are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Because the Special Meeting Proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares of Envestnet Common Stock on the Special Meeting Proposals. If your shares of Envestnet Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. If you hold your shares of Envestnet Common Stock in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Special Meeting Proposals, but give no instruction as to the other Special Meeting Proposals, then those shares of Envestnet Common Stock will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the Special Meeting Proposal as to which instructions were given and will not be voted with respect to any other Special Meeting Proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares of Envestnet Common Stock “FOR” each of the Special Meeting Proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the outstanding shares of Envestnet Common Stock entitled to vote thereon. In addition, the Merger Agreement makes the approval by the stockholders of Envestnet (“Company stockholders”) of the Merger Proposal a condition to the parties’ obligations to consummate the Merger. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal and will cause such stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal and will be counted as present for the purposes of establishing a quorum. Because each of the Special Meeting Proposals presented to stockholders will be considered non-routine, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

The Special Meeting will be held virtually, and you will be able to attend the meeting and vote via the Internet at www.virtualshareholdermeeting.com/ENV2024SM by using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877) 750-0831 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations).

On behalf of the Board, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the Proxy Statement, including the Merger, or determined if the information contained in this document or the Proxy Statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated August 23, 2024 and, together with the enclosed form of proxy card, is first being mailed to Company stockholders on or about August 23, 2024.

Envestnet, Inc.

1000 Chesterbrook Boulevard, Suite 250

Berwyn, PA 19312

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Envestnet, Inc. (“Envestnet” or the “Company”) to be held on Tuesday, September 24, 2024, at 10:00 a.m., Eastern Time online at www.virtualshareholdermeeting.com/ENV2024SM.

The Special Meeting will be held for the following purposes:

The affirmative vote of a majority of the outstanding shares of Envestnet common stock, par value $0.005 per share (“Envestnet Common Stock”) entitled to vote thereon, is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of shares of Envestnet Common Stock present at the Special Meeting, or represented by proxy and entitled to vote thereon, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of shares of Envestnet Common Stock present at the Special Meeting, or represented by proxy and entitled to vote thereon, is required to approve the Adjournment Proposal. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal and will cause such stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal and will be counted as present for the purposes of establishing a quorum. Because each of the Special Meeting Proposals presented to stockholders will be considered non-routine, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Only Company stockholders of record as of the close of business on August 20, 2024 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 1000 Chesterbrook Boulevard, Suite 250, Berwyn, PA 19312, during ordinary business hours for a period of at

least 10 days prior to the Special Meeting and at the place of the Special Meeting during such meeting. Company stockholders may also access the list during the Special Meeting, by using the virtual meeting website link set forth above.

Company stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of Envestnet Common Stock, as determined by the Delaware Court of Chancery, if they deliver a written demand for appraisal to the Company before the vote is taken on the Merger Proposal and otherwise comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the Proxy Statement accompanying this notice in the section entitled “Appraisal Rights” beginning on page 117 of the Proxy Statement. A copy of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), which is the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Envestnet’s board of directors (the “Board”) unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. In considering the recommendation of the Board, Company stockholders should be aware that the Company’s executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of the holders of shares of Envestnet Common Stock generally. Please see the section entitled “The Merger—Interests of the Directors and Executive Officers of Envestnet in the Merger” beginning on page 74 of the Proxy Statement.

Your vote is important. Whether or not you expect to attend the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card, or to submit your vote by Internet or telephone, at your earliest convenience. If you hold your shares of Envestnet Common Stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of Envestnet Common Stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the Special Meeting Proposals, including the Merger Proposal, without your instructions. Instructions for voting your shares of Envestnet Common Stock are included on the enclosed proxy card or the voting instruction form you will receive. If you are a stockholder of record and you send in your proxy and then decide to attend the Special Meeting to vote your shares of Envestnet Common Stock, you may still do so. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Special Meeting.

Our Notice of Special Meeting and Proxy Statement are available at www.proxyvote.com.

By order of the Board of Directors,

IMPORTANT

Your vote is extremely important. Whether or not you plan to virtually attend the Special Meeting and regardless of the number of shares of Envestnet Common Stock you own, we urge you to vote promptly “FOR” each of the Special Meeting Proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: (877) 750-0831 (TOLL-FREE from the United States and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

TABLE OF CONTENTS

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SUMMARY

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the merger (the “Merger”) of BCPE Pequod Merger Sub, Inc. (“Merger Sub”) with and into Envestnet, Inc. (“Envestnet” or the “Company”) and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 124 of this Proxy Statement. The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “Envestnet,” the “Company,” “we,” “our,” “us” and similar words in this Proxy Statement refer to Envestnet, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to BCPE Pequod Buyer, Inc. as “Parent” and BCPE Pequod Merger Sub, Inc. as “Merger Sub.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated as of July 11, 2024, as it may be amended from time to time, by and among the Company, Parent and Merger Sub as the “Merger Agreement.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

The Special Meeting (page 27)

Date, Time and Place

The special meeting of the stockholders of Envestnet (“Company stockholders”) (the “Special Meeting”) will be held on Tuesday, September 24, 2024, at 10:00 a.m., Eastern Time online at www.virtualshareholdermeeting.com/ENV2024SM.

Record Date; Shares Entitled to Vote

You are entitled to receive notice of and vote at the Special Meeting if you owned shares of common stock of Envestnet, par value $0.005 per share (“Envestnet Common Stock”), at the close of business on August 20, 2024, the record date for the Special Meeting (the “Record Date”). You will have one vote at the Special Meeting for each share of Envestnet Common Stock you owned at the close of business on the Record Date.

Purpose

At the Special Meeting, we will ask Company stockholders of record as of the Record Date to vote (i) to adopt the Merger Agreement and approve the Merger (the “Merger Proposal”), (ii) to approve, by non-binding, advisory vote, compensation that will or may become payable by Envestnet to its named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”) and (iii) to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum (the “Adjournment Proposal” and, together with the Merger Proposal and the Merger-Related Compensation Proposal, the “Special Meeting Proposals”).

Quorum

As of the Record Date, there were approximately 55,244,657 shares of Envestnet Common Stock outstanding and entitled to be voted at the Special Meeting. The presence of a majority of the outstanding shares of Envestnet Common Stock entitled to vote at the Special Meeting constitutes a quorum. As a result,

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27,622,329 shares of Envestnet Common Stock must be represented by proxy or by stockholders present and entitled to vote at the Special Meeting to have a quorum. Shares of Envestnet Common Stock are counted as present if:

If you submit your proxy card, regardless of whether you abstain from voting on one or more of the Special Meeting Proposals, your shares of Envestnet Common Stock will be counted as present at the Special Meeting for the purpose of determining a quorum. If your shares of Envestnet Common Stock are held in “street name,” your shares of Envestnet Common Stock are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares of Envestnet Common Stock. If you hold your shares of Envestnet Common Stock of Envestnet Common Stock in “street name” and do not give any instruction to your broker, bank, trust or other nominee as to how your shares of Envestnet Common Stock should be voted at the Special Meeting, those shares will not be voted on any Special Meeting Proposal and will not be counted for purposes of determining a quorum.

Required Vote

The affirmative vote of a majority of the outstanding shares of Envestnet Common Stock is required to adopt the Merger Proposal. The affirmative vote of the holders of a majority of the total number of shares of Envestnet Common Stock present at the Special Meeting or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to adopt, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of shares of Envestnet Common Stock present at the Special Meeting or represented by proxy and entitled to vote thereon is required to approve the Adjournment Proposal. This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of Envestnet Common Stock entitled to vote at the Special Meeting. Abstentions will have the same effect as votes “AGAINST” the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal and will be counted as present for the purposes of establishing a quorum. Because each of the Special Meeting Proposals presented to Company stockholders will be considered non-routine, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Share Ownership of Directors and Executive Officers of Envestnet

As of the Record Date, the directors and executive officers of Envestnet beneficially owned, and were entitled to vote, in the aggregate, 4,884,322 shares of Envestnet Common Stock, representing approximately 8.8% of the outstanding shares of Envestnet Common Stock. We expect that the directors and executive officers of Envestnet will beneficially own and be entitled to vote a similar figure at the close of business on the date of the Special Meeting. The directors and executive officers of Envestnet have informed Envestnet that they currently intend to vote all of their shares of Envestnet Common Stock “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

How You Can Vote

You may cast your shares of Envestnet Common Stock in any of four ways:

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If your shares of Envestnet Common Stock are registered directly in your name, you are considered the stockholder of record with respect to those shares.

If your shares of Envestnet Common Stock are held in a stock brokerage account or by a bank or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares of Envestnet Common Stock are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Because the Special Meeting Proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares of Envestnet Common Stock on the Special Meeting Proposals. If your shares of Envestnet Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. If you hold your shares of Envestnet Common Stock in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Special Meeting Proposals, but give no instruction as to the other Special Meeting Proposals, then those shares of Envestnet Common Stock will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the Special Meeting Proposal as to which instructions were given and will not be voted with respect to any other Special Meeting Proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares of Envestnet Common Stock “FOR” each of the Special Meeting Proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically.

YOUR VOTE IS VERY IMPORTANT. We encourage all Company stockholders to vote electronically. Please submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided – even if you plan to attend the Special Meeting. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares of Envestnet Common Stock as you have directed.

All shares of Envestnet Common Stock entitled to vote and represented by properly submitted proxies (including those submitted via the Internet, by telephone and by mail) received at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy card, such shares will be voted by the proxy holders named on the enclosed proxy card according to the recommendation of the board of directors of Envestnet (the “Board”) “FOR” each of the Special Meeting Proposals.

Parties Involved in the Merger (page 33)

Envestnet, Inc.

Envestnet, through its subsidiaries, is transforming the way financial advice and insight are delivered. Our mission is to empower financial advisors and service providers with innovative technology, solutions and intelligence. Envestnet is a leader in helping transform wealth management, working towards its goal of expanding a holistic financial wellness ecosystem so that our clients can better serve their clients.

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Envestnet’s clients include more than 110,000 advisors, 17 of the 20 largest U.S. banks, 48 of the 50 largest wealth management and brokerage firms, over 500 of the largest RIAs and hundreds of FinTech companies, all of which leverage Envestnet technology and services that help drive better outcomes for enterprises, advisors and their clients.

Through a combination of platform enhancements, partnerships and acquisitions, Envestnet uniquely provides a financial network connecting technology, solutions and data, delivering better intelligence and enabling its customers to drive better outcomes.

Envestnet, a Delaware corporation originally founded in 1999, serves clients from its headquarters in Berwyn, Pennsylvania, as well as other locations throughout the United States, India and other international locations.

Envestnet Common Stock is currently listed on the New York Stock Exchange (“NYSE”) under the symbol “ENV.”

BCPE Pequod Buyer, Inc.

Parent is a Delaware corporation and was formed on July 9, 2024, solely for the purpose of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement, including the Merger and the related financing transactions. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing in connection with the Merger. Upon the consummation of the Merger, Envestnet will be a direct, wholly owned subsidiary of Parent.

BCPE Pequod Merger Sub, Inc.

Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent. Merger Sub was formed on July 9, 2024, solely for the purpose of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement, including the Merger, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the consummation of the Merger, Merger Sub will merge with and into Envestnet and cease to exist.

Parent and Merger Sub (collectively, the “Buyer Parties”) are each affiliated with investment funds advised by Bain Capital Private Equity, LP (“Bain”).

Effect of the Merger (page 34)

The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub will be merged with and into Envestnet, the separate corporate existence of Merger Sub will thereupon cease, and Envestnet will be the surviving corporation in the Merger under the DGCL under the name “Envestnet, Inc.” (the “Surviving Company”). As a result of the Merger, the Surviving Company will become a wholly owned subsidiary of Parent. Envestnet will no longer be an independent public company, the Envestnet Common Stock will be delisted on the NYSE, and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case, in accordance with applicable laws, rules and regulations, and Envestnet will no longer file periodic reports with the United States Securities and Exchange Commission (the “SEC”) on account of the Envestnet Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Company, but instead will be entitled to receive only the Merger Consideration set forth in the Merger Agreement and summarized in the following paragraph or the right to exercise appraisal rights in lieu thereof. Company stockholders and beneficial owners who properly and validly exercise and do not withdraw their demands for appraisal, or otherwise lose their appraisal rights, will receive

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appraisal rights under Section 262 of the DGCL. For more information, please see the section entitled “Appraisal Rights” beginning on page 117 of this Proxy Statement. The “Effective Time” will occur upon the effectiveness of the filing of the certificate of merger (the “certificate of merger”) with the office of the Secretary of State of the State of Delaware (or at such later time as Envestnet and Parent may mutually agree in writing and specify in the certificate of merger).

Merger Consideration (page 35)

Envestnet Common Stock

At the Effective Time, each share of Envestnet Common Stock issued and outstanding immediately prior to the Effective Time, including any Envestnet Common Stock to the extent issued and converted in accordance with the terms of the Merger Agreement, that certain indenture under which the convertible notes due 2025 had been issued and that certain indenture under which the convertible notes due 2027 had been issued (such indentures, collectively, the “Convertible Notes Indentures”) (other than (i) shares of Envestnet Common Stock that are (a) owned by the Company or any direct or indirect wholly owned subsidiaries of the Company, (b) owned by Parent (or any of its affiliates), Merger Sub or any direct or indirect wholly owned subsidiaries of Parent (or any of its affiliates) or Merger Sub, (c) Rollover Shares (as defined below) or (d) held in treasury of the Company (collectively, the “Owned Company Shares”), or (ii) Dissenting Shares (as defined below)) will be automatically cancelled and retired and converted into the right to receive cash in an amount equal to $63.15 per share, without interest thereon, less any amounts required to be deducted or withheld in accordance with the Merger Agreement (the “Merger Consideration”). At the Effective Time, each Owned Company Share will be automatically cancelled and retired and will cease to exist without any consideration delivered in exchange therefor.

The Rollover Shares are not entitled to receive any Merger Consideration and will, immediately prior to the closing of the Merger (the “Closing”), be contributed, directly or indirectly, to the indirect parent company of Parent pursuant to the terms of the applicable support and rollover agreement in exchange for non-voting ownership interest in the parent company of Parent.

Shares of Envestnet Common Stock issued and outstanding immediately prior to the Effective Time and held by Company stockholders or beneficial owners who (i) do not vote in favor of the Merger, (ii) are entitled to demand appraisal rights under Section 262 of the DGCL, (iii) have properly exercised and validly perfected their respective demands for appraisal in the time and manner provided in Section 262 of the DGCL and (iv) as of the Effective Time, have neither effectively withdrawn nor lost their right to such appraisal and payment under the DGCL (referred to collectively as the “Dissenting Shares”), will not be converted into the right to receive the Merger Consideration at the Effective Time, but instead be entitled only to such consideration as is determined pursuant to Section 262 of the DGCL. Each Dissenting Share held by Company stockholders or beneficial owners who have failed to perfect or who have effectively withdrawn or otherwise lost the right to appraisal of such shares and payment under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such Dissenting Shares shall have the rights and obligations provided in Section 262 of the DGCL. For more information, please see the section entitled “Appraisal Rights” beginning on page 117 of this Proxy Statement.

Treatment of Company Options, Company RSUs and Company PSUs

Company Options. At the Effective Time, each option to purchase Envestnet Common Stock (each, a “Company Option”) granted under the Envestnet, Inc. 2010 Long-Term Incentive Plan, Envestnet, Inc. 2019 Acquisition Equity Incentive Plan or Envestnet, Inc. 2024 Long-Term Incentive Plan (collectively, the “Company Stock Plans”), whether vested or unvested, that is outstanding and unexercised as of the Effective Time, will be cancelled and converted into the right to receive a cash payment equal to (i) the excess, if any, of the Merger Consideration over the exercise price per share of Envestnet Common Stock subject to such Company Option as of the Effective Time, multiplied by (ii) the total number of shares of Envestnet Common

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Stock subject to such Company Option immediately prior to the Effective Time. Any Company Option that has an exercise price per share of Envestnet Common Stock that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time for no consideration.

Company RSUs. At the Effective Time, each restricted share unit award subject solely to service-based vesting requirements and not performance-based vesting requirements (a “Company RSU”) granted under the Company Stock Plans that is outstanding as of the Effective Time will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company RSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, an amount in cash equal to (a) the Merger Consideration, multiplied by (b) the total number of shares of Envestnet Common Stock subject to the unvested portion of such Company RSU immediately prior to the Effective Time (the “RSU Deferred Cash Award”). Each RSU Deferred Cash Award will, subject to the holder’s continued employment or service through the applicable vesting dates, vest in accordance with the same vesting schedule as the underlying Company RSU (subject to any acceleration provisions upon a qualifying termination of employment under the holder’s existing employment or severance arrangements in effect as of July 11, 2024, the Company Stock Plans and applicable award agreements in effect as of July 11, 2024 (“Acceleration Provisions”)) and will otherwise generally have the same terms and conditions as applied to the Company RSU for which it was exchanged.

Company PSUs. At the Effective Time, each restricted share unit award subject to performance-based vesting requirements (a “Company PSU”) granted under the Company Stock Plans that is outstanding as of the Effective Time will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company PSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, an amount in cash equal to (a) the Merger Consideration, multiplied by (b) the total number of shares of Envestnet Common Stock issuable under such Company PSU immediately prior to the Effective Time based on the greater of (1) target performance and (2) actual performance through a truncated performance period ending immediately prior to the Effective Time (as determined in the good faith discretion of the Compensation Committee of the Board, which determination will be effective as of the Effective Time) (the “PSU Deferred Cash Award”). Each PSU Deferred Cash Award will, subject to the holder of such award’s continued employment or service on the last day of such performance period applicable to the Company PSU for which the Company PSU Deferred Cash Award was exchanged, vest at the same time as the underlying Company PSU (subject to any Acceleration Provisions) and will otherwise generally have the same terms and conditions as applied to the Company PSU for which it was exchanged.

Effect on Envestnet if the Merger is Not Consummated (page 34)

If the Merger Proposal is not approved by the requisite shares of Envestnet Common Stock entitled to vote thereon, or if the Merger is not consummated for any other reason:

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If the Merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of shares of Envestnet Common Stock, including the risk that the market price of shares of Envestnet Common Stock may decline to the extent that the current market price of the common stock reflects a market assumption that the Merger will be consummated. If the Merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition earnings or prospects of the Company will not be adversely impacted.

Recommendation and Reasons for the Merger (page 50)

On July 11, 2024, the Board, after considering various factors described in the section entitled “The Merger—Recommendation and Reasons for the Merger” beginning on page 50 of this Proxy Statement, and after consultation with the Company’s financial advisor and outside legal counsel, unanimously (i) approved and declared advisable the Merger Agreement, the Merger, the other transactions contemplated by the Merger Agreement, any agreement, certificate, instrument and document executed and delivered pursuant to the Merger Agreement (such agreement, certificate, instrument or document, an “Ancillary Agreement”) or pursuant to any other Ancillary Agreement and the transactions contemplated by the Ancillary Agreements (collectively, the “Transactions”), (ii) determined that the terms of the Merger Agreement and the Transactions are fair to, and in the best interests of, the Company and the Company’s stockholders, (iii) directed that the Merger Proposal be submitted to a vote of the Company’s stockholders at the Special Meeting and (iv) subject to the terms and conditions of the Merger Agreement, resolved to recommend that the Company’s stockholders approve the Merger Proposal on the terms and subject to the conditions set forth in the Merger Agreement.

The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Opinion of Morgan Stanley (page 56)

Envestnet engaged Morgan Stanley, LLC (“Morgan Stanley”) to act as Envestnet’s financial advisor in connection with the Merger. Morgan Stanley delivered its oral opinion to the Board on July 11, 2024, which opinion was subsequently confirmed in a written opinion dated July 11, 2024, that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the Merger Consideration to be received by the holders of shares of Envestnet Common Stock (other than the holders of Owned Company Shares or Dissenting Shares (the “Excluded Shares”) or holders who are Parent Financing Sources (as defined below) or their affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Morgan Stanley’s written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken, is attached as Annex B to this Proxy Statement and is incorporated by reference in its entirety. The summary of Morgan Stanley’s opinion contained in this Proxy 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 in its entirety. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of shares of Envestnet Common Stock (other than the holders of Excluded Shares or holders who are Parent Financing Sources or their affiliates) of the Merger Consideration pursuant to the Merger Agreement as of the date of such opinion. Morgan Stanley’s opinion did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion did not in any manner address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business

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or financial strategies that might be available to Envestnet, nor did it address the underlying business decision of Envestnet to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley expressed no opinion or recommendation to any holder of shares of Envestnet Common Stock as to how such holders should vote at the Special Meeting, or whether to take any other action with respect to the Merger.

For a further discussion of the opinion that the Board received from Morgan Stanley, see the section entitled “The Merger—Opinion of Morgan Stanley” beginning on page 56 of this Proxy Statement and the full text of the written opinion of Morgan Stanley attached as Annex B to this Proxy Statement.

Interests of the Directors and Executive Officers of Envestnet in the Merger (page 74)

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that the directors and executive officers of Envestnet may have interests in the Merger that are or may be different from, or in addition to, your interests as a Company stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by Company stockholders. These interests include the following:

Please see the section entitled “The Merger—Interests of the Directors and Executive Officers of Envestnet in the Merger” beginning on page 74 of this Proxy Statement for a more detailed description of these interests.

If the Merger Proposal is approved by Company stockholders, the shares of Envestnet Common Stock held by the directors and executive officers of Envestnet will be treated in the same manner as outstanding shares of Envestnet Common Stock held by all other Company stockholders entitled to receive the Merger Consideration.

Financing of the Transactions (page 80)

Parent obtained equity and Debt Financing commitments for the Transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger Consideration (including payments in respect of the Company’s outstanding equity-based awards payable in connection with the Closing pursuant to the Merger Agreement) and all related fees and expenses of Parent and Merger Sub (including in connection with the Debt Financing described below and giving effect to the “rollover” of certain stockholders’ equity as described under “Support and Rollover Agreements” below).

We anticipate that the total amount of funds necessary to pay the aggregate Merger Consideration (including payments in respect of the Company’s outstanding equity-based awards payable in connection with the Closing pursuant to the Merger Agreement) in the Merger is approximately $3.6 billion in cash.

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Equity Commitment Letters

Certain investment vehicles managed or advised by Bain and certain co-investors have committed, pursuant to the equity commitment letters dated July 11, 2024 and an amended and restated equity commitment letter dated July 25, 2024 (each, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of $2,500,264,000.00, on the terms and subject to the conditions set forth in the Equity Commitment Letters.

Limited Guarantees

Certain investment vehicles managed or advised by Bain and certain co-investors have each provided limited guarantees in favor of Envestnet, pursuant to such guarantor’s applicable limited guarantee dated as of July 11, 2024 (each, a “Limited Guarantee” and collectively, the “Limited Guarantees”), to guarantee, subject to certain limitations set forth in such Limited Guarantee, the payment of such guarantor’s pro rata share of the obligation of Parent to pay a reverse termination fee of $220,000,000 (the “Parent Termination Fee”), certain indemnification obligations of Parent and Merger Sub and the reasonable out-of-pocket fees, cost and expenses incurred by Envestnet in connection with any suit contemplated by, and solely to the extent reimbursable under, the Merger Agreement and such Limited Guarantee (collectively, the “Guaranteed Obligation”), on the terms and subject to the conditions set forth in the Limited Guarantees. The obligations of each guarantor under its respective Limited Guarantee are subject to an aggregate cap set forth therein (each, a “Cap”).

Debt Commitment Letters

In connection with the financing of the Transactions, RBC Capital Markets, BMO Capital Markets, Barclays, Goldman Sachs & Co. LLC, Ares Capital Management, funds managed by Blue Owl Capital and Benefit Street Partners, L.L.C. have committed to provide debt financing (the “Debt Financing”) in connection with the Merger consisting of a first lien term loan facility in an aggregate principal amount of up to $1,760,000,000, a second lien term loan facility in an aggregate principal amount equal of up to $375,000,000 and a revolving credit facility in an aggregate principal amount equal to $375,000,000, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated July 11, 2024.

Support and Rollover Agreements

Concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to Parent’s and certain of its affiliates’ willingness to enter into the Merger Agreement, Parent, certain of its affiliates and the Company entered into support and rollover agreements with a subsidiary of BlackRock, Inc. (“BlackRock”) and with FMR LLC (“Fidelity”). Under the support and rollover agreements, the applicable stockholders have agreed to vote or execute consents with respect to the number of shares of Envestnet Common Stock beneficially owned by such stockholder set forth in such stockholder’s support and rollover agreement (such shares, the “Rollover Shares”) in favor of the Merger, subject to certain terms and conditions contained therein. In addition, the applicable stockholders have agreed to “rollover” their Rollover Shares into a nonvoting ownership interest in the indirect parent company of Parent. The Rollover Shares do not include any shares of Envestnet Common Stock held by Advisory Subsidiaries (as defined in the Schedule 13D filed by BlackRock on May 21, 2021 that relates to shares of Envestnet Common Stock) of BlackRock in their capacity as investment advisers to client accounts (including any additional shares of Envestnet Common Stock acquired by Advisory Subsidiaries after July 11, 2024).

Material U.S. Federal Income Tax Consequences of the Merger (page 83)

The receipt of cash by Company stockholders in exchange for shares of Envestnet Common Stock in the Merger will be a taxable transaction to U.S. Holders (as defined under the section entitled “The Merger—

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Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders” beginning on page 84 of this Proxy Statement) for U.S. federal income tax purposes. Such receipt of cash by a Company stockholder that is a U.S. Holder generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Envestnet Common Stock surrendered in the Merger. Backup withholding may also apply to the cash payments made pursuant to the Merger, unless the U.S. Holder complies with certification procedures under the backup withholding rules.

Company stockholders that are Non-U.S. Holders (as defined under the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders” beginning on page 85 of this Proxy Statement) generally will not be subject to U.S. federal income tax with respect to the exchange of Envestnet Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to the backup withholding rules described above unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding.

For a more complete description of the U.S. federal income tax consequences of the Merger, please see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 83 of this Proxy Statement. Company stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Approvals Required for the Merger (page 86)

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated, and all requisite consents, directions or orders required to consummate the Merger pursuant thereto have been obtained. On August 1, 2024, the parties made the filings required under the HSR Act. The waiting period under the HSR Act will expire at 11:59 p.m. Eastern Time on September 3, 2024.

Under the terms of the Merger Agreement, Envestnet Securities, Inc., a wholly owned subsidiary of Envestnet, and FIDx Markets LLC, an affiliate of Envestnet (the “Broker-Dealer Entities”), must file a continuing membership application under FINRA Rule 1017(a)(4) with the Financial Industry Regulatory Authority (“FINRA”) for approval of the change of control of each Broker-Dealer Entity that will result from the consummation of the Transactions, and, prior to Closing, must have obtained FINRA’s affirmative approval or non-rejection of such applications (the “FINRA Approval”). In addition, the parties are required to obtain the approval of, make filings to or notify certain state regulators pursuant to state specific securities and insurance regulations.

For more information, please see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 86 of this Proxy Statement.

Legal Proceedings Regarding the Merger (page 87)

As of the date of this Proxy Statement, the Company has received demand letters from purported Company stockholders alleging deficiencies and/or omissions in the preliminary proxy statement the Company filed on August 12, 2024. The demand letters seek additional disclosures to remedy these purported deficiencies. The Company believes that the allegations in these demand letters are without merit.

Potential plaintiffs may file lawsuits or send additional demand letters in connection with the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation

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of the Merger and result in substantial costs to Envestnet, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that there shall not be any order restraining, enjoining or otherwise preventing the consummation of the Merger issued by any governmental entity having jurisdiction over any of Envestnet, Parent or Merger Sub that remains in effect at the time of the Closing. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

No Solicitation of Acquisition Proposals; Board Recommendation Changes (page 100)

For purposes of this Proxy Statement, each of “Acquisition Proposal” and “Superior Proposal” is defined in the section entitled “Terms of the Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 100 of this Proxy Statement.

No Solicitation

From July 11, 2024 until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed that it and its subsidiaries will not, and will cause its representatives not to, directly or indirectly, solicit, initiate, propose or knowingly encourage or knowingly facilitate alternative Acquisition Proposals from third parties, provide non-public information relating to the Company or any of its subsidiaries or afford access to its business, properties or assets to third parties, or participate or engage in discussions or negotiations with, third parties regarding any Acquisition Proposals (other than to inform such third parties that the terms of the Merger Agreement prohibit such discussions or to the extent necessary solely to clarify the terms of the Acquisition Proposal to in connection with determining if it constitutes a Superior Proposal). Notwithstanding these restrictions, under certain specified circumstances, the Company may, prior to the receipt of the Requisite Stockholder Approval (as defined below), provide non-public information relating to the Company or any of its subsidiaries or afford access to its business, properties or assets to a third party in accordance with an Acceptable Confidentiality Agreement to a third party with respect to an Acquisition Proposal or a proposal or inquiry that is reasonably likely to lead to an Acquisition Proposal, and participate in discussions and engage in negotiations with such third parties with respect to an Acquisition Proposal if the Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that such alternative Acquisition Proposal constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and the failure to take such actions would be inconsistent with its fiduciary duties pursuant to applicable law.

Company Board Recommendation Changes

For purposes of this Proxy Statement, each of “Company Board Recommendation Change” and “Intervening Event” is defined in the section entitled “Terms of the Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 100 of this Proxy Statement.

As described above, the Board has made the recommendation that the Company stockholders vote “FOR” the Merger Proposal. Under the terms of the Merger Agreement, under certain circumstances and subject to certain requirements described under the section entitled “Terms of the Merger Agreement— No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 100 of this Proxy Statement, prior to the approval of the Merger Proposal by the affirmative vote of a majority of the outstanding shares of Envestnet Common Stock entitled to vote thereon (the “Requisite Stockholder Approval”), the Board may effect a Company Board Recommendation Change if (i) there has been an Intervening Event or (ii) in response to a bona fide Acquisition Proposal that the Board has concluded in good faith (after consultation with the Company’s financial advisor and outside legal counsel) is a Superior Proposal if, in each case, the Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties pursuant to applicable law and subject to

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additional requirements set forth in the Merger Agreement, including, among other things (a) notifying Parent and negotiating with Parent in good faith regarding adjustments proposed by Parent to the terms of the Merger Agreement for a period of five business days and (b) in certain circumstances, payment of the Company Termination Fee.

Regulatory Efforts (page 107)

The parties to the Merger Agreement have agreed to use their respective reasonable best efforts to consummate and make effective, as promptly as reasonably practicable, the Merger.

Under the Merger Agreement, Parent is required to (and must cause its affiliates to) use reasonable best efforts to take any and all action to avoid or eliminate any impediment under every antitrust law to enable the Closing to occur no later than the Outside Date (as defined below) including (i) using reasonable best efforts to take any and all actions necessary to contest and resist any proceeding that is instituted (or threatened to be instituted) challenging the Transactions as violative of any antitrust law and (ii) using reasonable best efforts to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, in each case, until the issuance of a final, non-appealable order with respect thereto, including (a) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, product lines or assets of the Company, Parent and their respective subsidiaries and (b) otherwise taking or committing to take actions that after the Closing would limit the Company’s, Parent’s or their respective subsidiaries’ freedom of action with respect to, or its or their ability to retain, any businesses, product lines or assets of the Company, Parent and their respective subsidiaries.

Conditions to the Closing of the Merger (page 105)

Under the terms of the Merger Agreement, and as further described under the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 105 of this Proxy Statement, the consummation of the Merger is subject to certain conditions set forth in the Merger Agreement, including but not limited to: (i) the receipt of the Requisite Stockholder Approval; (ii) the expiration, termination or receipt of any approval or clearances applicable to the consummation of the Merger under applicable antitrust laws, including the HSR Act, and the receipt of all requisite approvals and non-disapprovals required to consummate the Merger pursuant thereto; (iii) the absence of any law or order preventing, prohibiting or making illegal the consummation of the Merger; (iv) the receipt of the FINRA Approval; (v) subject to certain qualifications, the accuracy of representations and warranties of the Company, Parent and Merger Sub, as applicable, under the Merger Agreement and the performance in all material respects by the Company, Parent and Merger Sub, as applicable, of their obligations under the Merger Agreement and (vi) the absence of any Company Material Adverse Effect that is continuing as of the date on which the Closing actually occurs (the “Closing Date”). The waiting period under the HSR Act will expire at 11:59 p.m. Eastern Time on September 3, 2024.

Termination of the Merger Agreement (page 109)

The Merger Agreement contains certain termination rights for the Company, on the one hand, and Parent, on the other hand, including but not limited to Parent and the Company each having the right to terminate the Merger Agreement at any time prior to the Effective Time (whether prior to or after the receipt of the Requisite Stockholder Approval) by (i) mutual written consent or (ii) if the Closing has not occurred by 5:00 p.m. on January 11, 2025 (the “Outside Date”). Additional termination rights are further described under the section entitled “Terms of the Merger Agreement—Termination of the Merger Agreement” beginning on page 109 of this Proxy Statement.

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Company Termination Fee (page 110)

Upon termination of the Merger Agreement, and as further described under the section entitled “Terms of the Merger Agreement—Company Termination Fee” beginning on page 110 of this Proxy Statement, under specified circumstances, including the Company terminating the Merger Agreement to enter into a definitive written agreement providing for a Superior Proposal (as defined under the section entitled “Terms of the Merger Agreement— No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 100 of this Proxy Statement) or Parent terminating the Merger Agreement due to a Company Board Recommendation Change, in each case, pursuant to, and in accordance with, the “fiduciary out” provisions of the Merger Agreement, the Company will be required to pay Parent the Company Termination Fee of $90,650,000. The Company Termination Fee will also be payable by the Company if the Merger Agreement is terminated under certain circumstances in which an Acquisition Proposal becomes publicly known, the Merger Agreement is thereafter terminated due to the Company’s failure to obtain the Requisite Stockholder Approval and the Company, within 12 months after such termination, consummates or enters into a definitive agreement with respect to an Acquisition Proposal for fifty percent (50%) or more of the total outstanding equity securities or assets of Envestnet.

Parent Termination Fee (page 111)

Upon termination of the Merger Agreement, and as further described under the section entitled “Terms of the Merger Agreement—Parent Termination Fee” beginning on page 111 of this Proxy Statement, under specified circumstances, including (i) the Company terminating the Merger Agreement because Parent or Merger Sub has breached or failed to perform any of its representations, warranties, obligations, covenants or agreements contained in the Merger Agreement, and such breach or failure cannot be cured by the Outside Date or has not been cured by the earlier of 30 days after the Company gives written notice to Parent of such breach and the Outside Date, which results in the failure to satisfy any conditions to the obligations of the Company to effect the Merger, and (ii) the Company terminating the Merger Agreement because all of the conditions to the obligations of Parent and Merger Sub to effect the Merger have been satisfied and, within two business days of receiving an irrevocable written notice from the Company that all conditions to the obligations of Company to effect the Merger have been satisfied or waived and the Company is prepared, willing and able to effect the Closing, Parent or Merger Sub fails to consummate the Merger, then Parent will be required to pay or cause to be paid to the Company the Parent Termination Fee.

Specific Performance (page 111)

The Buyer Parties and the Company are entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable remedies to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce the terms of the Merger Agreement. The Company also has the right, subject to the satisfaction of certain conditions, to seek an injunction, specific performance or other equitable remedies to cause Parent’s equity financing to be funded to fund the Merger and to enforce the terms of the Equity Commitment Letters.

Market Prices (page 114)

Envestnet Common Stock is listed on the NYSE under the symbol “ENV.” The closing price of Envestnet Common Stock on July 10, 2024, the last full trading day prior to the Board’s approval of the Merger Agreement, was $61.70. On August 22, 2024, the latest practicable trading day before the date of this Proxy Statement, the closing price of Envestnet Common Stock was $62.80 per share.

Appraisal Rights (page 117)

If the Merger is consummated and certain conditions set forth in Section 262 of the DGCL are satisfied, Company stockholders and beneficial owners who (i) continuously hold their applicable shares of Envestnet Common Stock through the Effective Time, (ii) do not vote in favor of the adoption of the Merger Agreement

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(whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (iii) properly demand appraisal of their applicable shares, (iv) meet certain statutory requirements as described in this Proxy Statement and (v) do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger pursuant to Section 262 of the DGCL. This means that Company stockholders and beneficial owners may be entitled to have their shares of Envestnet Common Stock appraised by the Delaware Court of Chancery of the State of Delaware (the “Court of Chancery”), and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined by the Court of Chancery to be fair value. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of Envestnet Common Stock.

To exercise appraisal rights, Company stockholders or beneficial owners of Envestnet Common Stock must: (i) deliver a written demand for appraisal to Envestnet before the vote is taken on Merger Proposal; (ii) not submit a proxy or otherwise vote in favor of the Merger Proposal; (iii) continue to hold or beneficially own, as applicable, their applicable shares of Envestnet Common Stock through the Effective Time; (iv) comply with all other procedures for exercising, and do not otherwise lose their, appraisal rights under the DGCL; and (v) not withdraw the appraisal demand or otherwise lose their rights to appraisal. Failure to follow the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Court of Chancery will dismiss appraisal proceedings in respect of Envestnet Common Stock unless certain stock ownership conditions are satisfied by the stockholders and beneficial owners seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section entitled “Appraisal Rights” beginning on page 117 of this Proxy Statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/ sc09/index.html#262. If you hold your shares of Envestnet Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the stockholder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other stockholder of record of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Company under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 124 of this Proxy Statement.

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A control number, located on your proxy card, is designed to verify your identity, to allow you to vote your shares of Envestnet Common Stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares of Envestnet Common Stock, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

For holders in street name: If your shares of Envestnet Common Stock are held in street name and you do not instruct your broker, bank, trust or other nominee how to vote your shares of Envestnet Common Stock, then, because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares of Envestnet Common Stock on the Special Meeting Proposals. If your shares of Envestnet Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with this Proxy Statement. If you hold your shares of Envestnet Common Stock in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Special Meeting Proposals, but give no instruction as to the other Special Meeting Proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the Special Meeting Proposal as to which instructions were given and will not be voted with respect to any other Special Meeting Proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares of Envestnet Common Stock “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form.

If you submit your proxy by Internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of Envestnet Common Stock will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting and vote by virtual ballot, you are encouraged to vote your shares of Envestnet Common Stock by proxy. You may still vote your shares of Envestnet Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your previous vote by proxy will not be counted.

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We recommend that you submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided – even if you plan to attend the Special Meeting in a virtual format. We encourage all Company stockholders to vote electronically. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares of Envestnet Common Stock as you have directed. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your vote by virtual ballot will revoke any proxy previously submitted.

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The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Under certain specified circumstances, Envestnet may be required to pay Parent the Company Termination Fee upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Company Termination Fee” beginning on page 110 of this Proxy Statement.

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As of the Record Date for determining who is entitled to vote at the Special Meeting, there were approximately 55,244,657 shares of Envestnet Common Stock issued and outstanding. Each holder of Envestnet Common Stock is entitled to one vote per share of Envestnet Common Stock owned by such holder as of the Record Date.

BlackRock and Fidelity are required under the support and rollover agreements, as described in “The Merger—Financing of the Transactions—Support and Rollover Agreements” beginning on page 82 of this Proxy Statement, to vote all of their Rollover Shares “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. As of the Record Date, BlackRock beneficially owned approximately 2,097,339 Rollover Shares, representing approximately 3.8% of the outstanding shares of Envestnet Common Stock, and Fidelity beneficially owned approximately 1,120,400 Rollover Shares, representing approximately 2.0% of the outstanding shares of Envestnet Common Stock.

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If your shares of Envestnet Common Stock are held through a broker, bank, trust or other nominee, you are considered to be the beneficial owner of those shares. In that case, this Proxy Statement has been forwarded to you by your broker, bank, trust or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trust or other nominee how to vote your shares of Envestnet Common Stock. Without your voting instructions, because of the non-routine nature of the Special Meeting Proposals, your broker, bank, trust or other nominee may not vote your shares of Envestnet Common Stock with respect to the Special Meeting Proposals. However, if you hold your shares of Envestnet Common Stock in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Special Meeting Proposals, but give no instruction as to the other Special Meeting Proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the Special Meeting Proposal as to which instructions were given and will not be voted with respect to any other Special Meeting Proposal.

If you hold your shares of Envestnet Common Stock as a stockholder of record, you may change or revoke your proxy in any one of the following ways:

Your latest dated proxy card, Internet or telephone vote is the one that is counted.

If your shares of Envestnet Common Stock are held in street name by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

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If you properly sign your proxy card but do not mark the boxes showing how your shares of Envestnet Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. However, if you hold your shares of Envestnet Common Stock in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Special Meeting Proposals, but give no instruction as to the other Special Meeting Proposals, then those shares will be voted as instructed with respect to the Special Meeting Proposal as to which instructions were given and will not be voted with respect to any other Special Meeting Proposal.

For Company stockholders of record: Please call Innisfree M&A Incorporated (“Innisfree”) at (877) 750-0831 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations).

For holders in “street name”: Please contact your account representative at your broker, bank or other similar institution.

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The Proxy Statement contains a general discussion of certain material U.S. federal income tax consequences of the Merger. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. For a more complete description of the U.S. federal income tax consequences of the Merger, please see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 83 of this Proxy Statement.

At the Effective Time, each Company RSU granted under the Company Stock Plans that is outstanding as of the Effective Time will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company RSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, an RSU Deferred Cash Award. Each RSU Deferred Cash Award will, subject to the holder’s continued employment or service through the applicable vesting dates, vest in accordance with the same vesting schedule as the underlying Company RSU (subject to any Acceleration Provisions) and will otherwise generally have the same terms and conditions as applied to the Company RSU for which it was exchanged.

At the Effective Time, each Company PSU granted under the Company Stock Plans that is outstanding as of the Effective Time will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company PSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, a PSU Deferred Cash Award. Each PSU Deferred Cash Award will, subject to the holder of such award’s continued employment or service on the last day of such performance period applicable to the Company PSU for which the Company PSU Deferred Cash Award was exchanged, vest at the same time as the underlying Company PSU (subject to any Acceleration Provisions) and will otherwise generally have the same terms and conditions as applied to the Company PSU for which it was exchanged.

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Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: (877) 750-0831 (TOLL-FREE from the United States and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains and the Company’s other filings and press releases may contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements give the Company’s current expectations relating to the Company’s financial condition, results of operations, plans, objectives, future performance and business including, without limitation, statements regarding the Merger and related transactions, the expected closing of the Merger and the timing thereof, and as to the financing commitments. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company.

Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all, which may adversely affect the Company’s business and the price of the Common Shares; (ii) the failure to satisfy any of the conditions to the consummation of the Merger, including the receipt of certain regulatory approvals and the Requisite Stockholder Approval; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally; (v) risks that the Merger disrupts the Company’s current plans and operations (including the ability of certain customers to terminate or amend contracts upon a change of control); (vi) the Company’s ability to retain, hire and integrate skilled personnel including the Company’s senior management team and maintain relationships with key business partners and customers, and others with whom it does business, in light of the Merger; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; (viii) unexpected costs, charges or expenses resulting from the Merger; (ix) the ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Merger; (x) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, the effects of any outcomes related thereto; (xi) the impact of adverse general and industry-specific economic and market conditions; (xii) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiii) uncertainty as to timing of completion of the Merger; (xiv) risks that the benefits of the Merger are not realized when and as expected; (xv) legislative, regulatory and economic developments; (xvi) those risk and uncertainties set forth under the headings “Forward Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and (xvii) the risks described in the Proxy Statement.

The Company cautions you that the important factors referenced above may not contain all the factors that are important to you. There can be no assurance that the Merger will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place significant weight on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This Proxy Statement is being furnished to Company stockholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on Tuesday, September 24, 2024, at 10:00 a.m., Eastern Time or at any adjournment or postponement thereof. Envestnet will hold the Special Meeting in a virtual format only at www.virtualshareholdermeeting.com/ENV2024SM.

Purpose of the Special Meeting

At the Special Meeting, Company stockholders will be asked to consider and vote to approve:

Record Date; Shares Entitled to Vote; Quorum

Only Company stockholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available for inspection in Company’s headquarters located at 1000 Chesterbrook Boulevard, Suite 250, Berwyn, PA 19312, during ordinary business hours for a period of no less than 10 days prior to the Special Meeting and at the place of the Special Meeting during the Special Meeting. To access the list during the Special Meeting, please use the virtual meeting website link set forth above.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. The presence of a majority of the outstanding shares of Envestnet Common Stock entitled to vote at the Special Meeting constitutes a quorum. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank, trust or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters but cannot vote such uninstructed shares on “non-routine” matters. Because the Special Meeting Proposals presented to Company stockholders are considered non-routine, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular Special Meeting Proposal.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of a majority of the outstanding shares of Envestnet Common Stock entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of votes of shares of Envestnet Common Stock present at the Special Meeting, or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes of shares of Envestnet Common Stock present at the Special Meeting, or represented by proxy and entitled to vote thereon, is required to approve the Adjournment Proposal. This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of Envestnet Common Stock entitled to vote at the Special Meeting. Abstentions will have the same effect as votes “AGAINST” the Merger Proposal, Merger-Related Compensation

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Proposal and the Adjournment Proposal and will be counted as present for the purposes of establishing a quorum. Because each of the Special Meeting Proposals presented to Company stockholders will be considered non-routine, we do not anticipate any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular Special Meeting Proposal. However, if you hold your shares of Envestnet Common Stock in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Special Meeting Proposals, but give no instruction as to the other Special Meeting Proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the Special Meeting Proposal as to which instructions were given and will not be voted with respect to any other Special Meeting Proposal.

Shares Held by the Company’s Directors and Executive Officers

As of the Record Date, the Company’s directors and executive officers beneficially owned, and were entitled to vote, in the aggregate, 4,884,322 shares of Envestnet Common Stock, collectively representing approximately 8.8% of the outstanding shares of Envestnet Common Stock. We expect that the Company’s directors and executive officers will beneficially own and be entitled to vote a similar figure at the close of business on the date of the Special Meeting. The directors and executive officers have informed Envestnet that they currently intend to vote all of their shares of Envestnet Common Stock “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

Shares Held by the Rollover Stockholders

As of the Record Date, BlackRock beneficially owned approximately 2,097,339 Rollover Shares, representing approximately 3.8% of the outstanding shares of Envestnet Common Stock, and Fidelity beneficially owned approximately 1,120,400 Rollover Shares, representing approximately 2.0% of the outstanding shares of Envestnet Common Stock. BlackRock and Fidelity are required to vote all of their Rollover Shares “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

Voting of Proxies

If your shares of Envestnet Common Stock are registered in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, you may cause your shares of Envestnet Common Stock to be voted by submitting electronically over the Internet or by telephone a proxy authorizing the voting of your shares of Envestnet Common Stock by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. We encourage all Company stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares of Envestnet Common Stock according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the 16-digit control number found next to the label “Control Number” on your proxy card, or in the email sending you the proxy statement. If you attend the Special Meeting and vote virtually, your vote will revoke any previously submitted proxy. If your shares are registered directly in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the Company stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the

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Adjournment Proposal. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the Merger-Related Compensation Proposal, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of Envestnet Common Stock are held in street name and you do not instruct your broker, bank, trust or other nominee how to vote your shares of Envestnet Common Stock, then, because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares of Envestnet Common Stock on the Special Meeting Proposals. If your shares of Envestnet Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares of Envestnet Common Stock “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the Internet or telephone through your broker, bank, trust or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank, trust or other nominee, it will be counted as a vote “AGAINST” the Merger Proposal and will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal. If you hold your shares of Envestnet Common Stock in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the Special Meeting Proposals, but give no instruction as to the other Special Meeting Proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the Special Meeting Proposal as to which instructions were given and will not be voted with respect to any other Special Meeting Proposal.

How You May Revoke or Change Your Vote

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting in a virtual format, by voting by virtual ballot at the Special Meeting. If you hold your shares of Envestnet Common Stock as a stockholder of record, you may change or revoke your proxy in any one of the following ways:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by the Company’s Corporate Secretary prior to the Special Meeting.

If your shares of Envestnet Common Stock are held in street name by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote at the Special Meeting if you register in advance to attend the Special Meeting following the procedures described below in the section entitled “The Special Meeting—Attending the Special Meeting” beginning on page 32 of this Proxy Statement.

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Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting that was adjourned, recessed or postponed.

Adjournments

Company stockholders are also being asked to approve the Adjournment Proposal, which will enable the adjournment of the Special Meeting if necessary or appropriate, including if there are insufficient votes for the approval of the Merger Proposal or if a quorum is not present.

If a quorum is not present, the holders of a majority of the total number of votes of shares of Envestnet Common Stock present at the Special Meeting, or represented by proxy and entitled to vote thereat, may adjourn the Special Meeting from time to time until a quorum shall be present.

If a new record date is or must be fixed under law, a notice of the adjourned meeting must be given to each Company stockholder of record as of the new record date and who is otherwise entitled to notice of, and to vote at, such meeting.

If the Special Meeting is adjourned, Company stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the Special Meeting Proposals. At any adjourned meeting, any business may be transacted that might have been transacted at the original Special Meeting, and all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Technical Difficulties or Trouble Accessing the Virtual Meeting Website

If Envestnet experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Envestnet will promptly notify Company stockholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting.

Tabulation of Votes

All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The cost of this proxy solicitation will be borne by Envestnet. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of Envestnet Common Stock.

Envestnet has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will

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receive an estimated fee of $40,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services plus fees for calls (if any) to or from retail Company stockholders. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of, or in connection with, the engagement.

Anticipated Date of Consummation of the Merger

Assuming timely satisfaction of necessary closing conditions, including, among other things, the Requisite Stockholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated by the end of the fourth calendar quarter of 2024.

Appraisal Rights

If the Merger is consummated and certain conditions are met, Company stockholders and beneficial owners who (i) continuously hold their applicable shares of Envestnet Common Stock through the effective date of the Merger, (ii) do not vote in favor of the adoption of the Merger Agreement (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (iii) properly demand appraisal of their applicable shares, (iv) meet certain statutory requirements as described in this Proxy Statement and (v) do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that Company stockholders and beneficial owners may be entitled to have their shares of Envestnet Common Stock appraised by the Court of Chancery, and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be the fair value, if any, as determined by the Court of Chancery. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of Envestnet Common Stock.

To exercise appraisal rights, Company stockholders or beneficial owners of Envestnet Common Stock must: (i) deliver a written demand for appraisal to Envestnet before the vote is taken on the Merger Proposal; (ii) not submit a proxy or otherwise vote in favor of the Merger Proposal; (iii) continue to hold or beneficially own, as applicable, their applicable shares of Envestnet Common Stock through the Effective Time; (iv) comply with all other procedures for exercising, and do not otherwise lose their, appraisal rights under the DGCL; and (v) not withdraw the appraisal demand or otherwise lose their rights to appraisal. Failure to follow the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Court of Chancery will dismiss appraisal proceedings in respect of Envestnet Common Stock unless certain stock ownership conditions are satisfied by the stockholders and beneficial owners seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section entitled “Appraisal Rights” beginning on page 117 of this Proxy Statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/ sc09/index.html#262. If you hold your shares of Envestnet Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the stockholder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other stockholder of record of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Company under Section 262 of the DGCL and to be set forth on the verified list required by Section 262(f) of the DGCL.

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Attending the Special Meeting

Company stockholders may log into the Special Meeting using the 16-digit control number on their proxy cards. Once admitted to the Special Meeting, Company stockholders may vote their shares and view a list of stockholders by following the instructions available on the meeting website.

The virtual meeting site is supported on Internet browsers and devices (e.g., desktops, laptops, tablets and smart phones) running the most updated version of applicable software and plugins. Each participant should ensure strong Wi-Fi or other Internet connection, allow plenty of time to log in and ensure that he or she can hear streaming audio prior to the start of the Special Meeting.

Voting at the Special Meeting Remotely as a Stockholder of Record or as a Beneficial Owner Who Holds Shares Through a Broker, Bank, Trust or Other Nominee

To vote during the Special Meeting, you must do so by logging into www.virtualshareholdermeeting.com/ENV2024SM using the 16-digit control number included in your proxy materials. After accessing the Special Meeting as described above, Company stockholders may vote by clicking on the “Vote Here!” button, selecting your voting choices from those shown on the screen and then clicking “Submit.” Confirmation that your vote has been received should appear once submitted. For as long as the polls remain open during the Special Meeting, you will be able to change your vote by selecting another voting choice. We encourage you to vote your proxy via the Internet, telephone or proxy card prior to the Special Meeting, even if you plan to attend the Special Meeting.

Company stockholders are reminded that they can vote their shares prior to the Special Meeting over the Internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. We encourage all Company stockholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

Delisting and Deregistration of Envestnet Common Stock

If the Merger is completed, Envestnet expects to delist the Envestnet Common Stock from the NYSE as promptly as practicable after the Effective Time and de-register the Envestnet Common Stock pursuant to the Exchange Act as promptly as practicable after such delisting. Thereafter, Envestnet would no longer be a publicly traded company, and Envestnet would no longer file periodic reports with the SEC on account of Envestnet Common Stock.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree, our proxy solicitor, by calling (877) 750-0831 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations). Brokers, banks and other nominees may call collect at (212) 750-5833.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

The Merger Proposal

Envestnet is asking you to approve the adoption of the Merger Agreement. For a summary of and detailed information regarding this proposal, please see the information about the Merger Agreement throughout this Proxy Statement, including the information set forth in the section entitled “The Merger” beginning on page 33 of this Proxy Statement and the section entitled “Terms of the Merger Agreement” beginning on page 88 of this Proxy Statement. A copy of the Merger Agreement is attached as Annex A to this Proxy Statement. You are urged to read the Merger Agreement carefully and in its entirety.

Vote Required

The affirmative vote of a majority of the outstanding shares of Envestnet Common Stock is required to approve the Merger Proposal.

Board Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL.

THE MERGER

The discussion of the Merger in this section and elsewhere in this Proxy 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 to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Proxy Statement.

Additional information about Envestnet may be found elsewhere in this Proxy Statement and in our other public filings. Please see the section entitled “Where You Can Find More Information” beginning on page 124 of this Proxy Statement.

Parties Involved in the Merger

Envestnet, Inc.

Envestnet, through its subsidiaries, is transforming the way financial advice and insight are delivered. Our mission is to empower financial advisors and service providers with innovative technology, solutions and intelligence. Envestnet is a leader in helping transform wealth management, working towards its goal of expanding a holistic financial wellness ecosystem so that our clients can better serve their clients.

Envestnet’s clients include more than 110,000 advisors, 17 of the 20 largest U.S. banks, 48 of the 50 largest wealth management and brokerage firms, over 500 of the largest RIAs and hundreds of FinTech companies, all of which leverage Envestnet technology and services that help drive better outcomes for enterprises, advisors and their clients.

Through a combination of platform enhancements, partnerships and acquisitions, Envestnet uniquely provides a financial network connecting technology, solutions and data, delivering better intelligence and enabling its customers to drive better outcomes.

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Envestnet, a Delaware corporation originally founded in 1999, serves clients from its headquarters in Berwyn, Pennsylvania, as well as other locations throughout the United States, India and other international locations.

Envestnet Common Stock, par value $0.005 per share, is currently listed on the NYSE under the symbol “ENV.”

BCPE Pequod Buyer, Inc.

Parent is a Delaware corporation and was formed on July 9, 2024, solely for the purpose of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement, including the Merger and the related financing transactions. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing in connection with the Merger. Upon the consummation of the Merger, Envestnet will be a direct, wholly owned subsidiary of Parent.

BCPE Pequod Merger Sub, Inc.

Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent. Merger Sub was formed on July 9, 2024, solely for the purpose of entering into the Merger Agreement and engaging in the transactions contemplated by the Merger Agreement, including the Merger, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the consummation of the Merger, Merger Sub will merge with and into Envestnet and will cease to exist.

Parent and Merger Sub are each affiliated with investment funds advised by Bain.

Parent obtained equity and Debt Financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger Consideration (including payments in respect of the Company’s outstanding equity-based awards payable in connection with the Closing pursuant to the Merger Agreement) and all related fees and expenses of Parent and Merger Sub (including in connection with the Debt Financing and giving effect to the “rollover” of certain stockholders’ equity). For more information, please see the section entitled “The Merger—Financing of the Transactions” beginning on page 80 of this Proxy Statement.

Effect of the Merger

The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Envestnet, the separate corporate existence of Merger Sub will thereupon cease, and Envestnet will be the Surviving Company. As a result of the Merger, the Surviving Company will become a wholly owned subsidiary of Parent, and Envestnet Common Stock will no longer be publicly traded. In addition, Envestnet Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and Envestnet will no longer file periodic reports with the SEC on account of Envestnet Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Company. The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as Envestnet and Parent may agree and specify in the certificate of merger in accordance with the DGCL).

Effect on Envestnet if the Merger is Not Consummated

If the Merger Proposal is not approved by the requisite shares of Envestnet Common Stock entitled to vote thereon, or if the Merger is not consummated for any other reason:

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If the Merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of the Envestnet Common Stock, including the risk that the market price of Envestnet Common Stock may decline to the extent that the current market price of the common stock reflects a market assumption that the merger will be consummated. If the Merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition earnings or prospects of the Company will not be adversely impacted.

Merger Consideration

Envestnet Common Stock

At the Effective Time, each share of Envestnet Common Stock issued and outstanding immediately prior to the Effective Time, including any Envestnet Common Stock to the extent issued and converted in accordance with the terms of the Merger Agreement and the Convertible Notes Indentures (other than Owned Company Shares and Dissenting Shares) will be automatically cancelled and retired and converted into the right to receive the Merger Consideration, less any amounts required to be deducted or withheld in accordance with the Merger Agreement. At the Effective Time, each Owned Company Share will be automatically cancelled and retired and will cease to exist without any consideration delivered in exchange therefor.

The Rollover Shares are not entitled to receive any Merger Consideration and will, immediately prior to the Closing, be contributed, directly or indirectly, to the indirect parent company of Parent pursuant to the terms of the applicable support and rollover agreement in exchange for non-voting ownership interest in the parent company of Parent.

Dissenting Shares will not be converted into the right to receive the Merger Consideration at the Effective Time. Such Company stockholders instead will only be entitled only to such consideration as is determined pursuant to Section 262 of the DGCL. Each Dissenting Share held by Company stockholders or beneficial owners who have failed to perfect or who have effectively withdrawn or otherwise lost the right to appraisal of such shares and payment under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such Dissenting Shares shall have the rights and obligations provided in Section 262 of the DGCL. For more information, please see the section entitled “Appraisal Rights” beginning on page 117 of this Proxy Statement.

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Treatment of Company Options, Company RSUs and Company PSUs

Company Options. At the Effective Time, each Company Option granted under the Company Stock Plans, whether vested or unvested, that is outstanding and unexercised as of the Effective Time, will be cancelled and converted into the right to receive a cash payment equal to (i) the excess, if any, of the Merger Consideration over the exercise price per share of Envestnet Common Stock subject to such Company Option as of the Effective Time, multiplied by (ii) the total number of shares of Envestnet Common Stock subject to such Company Option immediately prior to the Effective Time. Any Company Option that has an exercise price per share of Envestnet Common Stock that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time for no consideration.

Company RSUs. At the Effective Time, each Company RSU granted under the Company Stock Plans that is outstanding as of the Effective Time will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company RSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, a RSU Deferred Cash Award. Each RSU Deferred Cash Award will, subject to the holder’s continued employment or service through the applicable vesting dates, vest in accordance with the same vesting schedule as the underlying Company RSU (subject to any Acceleration Provisions) and will otherwise generally have the same terms and conditions as applied to the Company RSU for which it was exchanged.

Company PSUs. At the Effective Time, each Company PSU granted under the Company Stock Plans, whether vested or unvested, that is outstanding as of the Effective Time will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company PSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, a PSU Deferred Cash Award. Each PSU Deferred Cash Award will, subject to the holder of such award’s continued employment or service on the last day of such performance period applicable to the Company PSU for which the Company PSU Deferred Cash Award was exchanged, vest at the same time as the underlying Company PSU (subject to any Acceleration Provisions) and will otherwise generally have the same terms and conditions as applied to the Company PSU for which it was exchanged.

Background of the Merger

The Board and Company management regularly review the Company’s business and operations, competitive position, historical performance, future prospects and long-term strategic plan with the goal of maximizing stockholder value, including by pursuing strategic opportunities such as acquisitions, dispositions, commercial partnerships, joint ventures or combinations with third parties. As part of these ongoing evaluations, the Board and Company management have, from time to time and with the assistance of the Company’s financial and legal advisors, considered various strategic alternatives, including the continued execution of the Company’s strategy as a standalone public company or the possible sale of the Company to, or combination of the Company with, a third party.

In 2020, the Company undertook a strategic review which considered, among other alternatives, a potential divestiture of the Company’s data and analytics business (which we refer to as the “D&A Business”), a potential sale of the Company and a potential acquisition or combination with another operating business. The Company entered into discussions with a number of parties as part of that review during the period 2020-2021. No strategic transaction ultimately resulted from the strategic review process.

On May 27, 2020, in connection with that strategic review process, Bain submitted a non-binding indicative proposal to the Board and members of Company senior management, offering to acquire the Company for a price in the range of $57.00-$62.00 per share, in cash, contingent on a successful sale of the D&A Business at a segment enterprise value between $1.7 billion and $2.0 billion.

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The Company notified Bain that it was not willing to enter into discussions for a potential transaction that was contingent upon the sale of the D&A Business at that time.

Thereafter, members of Company management and representatives of Bain engaged in periodic informal discussions regarding the Company and the financial technology industry generally.

In 2022, the Company undertook another strategic review which considered, among other alternatives, a potential sale of the Company. The Company entered into discussions with a number of parties as part of that review. On January 6, 2022, the Company entered into a mutual non-disclosure agreement with Bain to facilitate due diligence by Bain and its advisors in respect of a potential strategic transaction with the Company (the “January 2022 NDA”). The January 2022 NDA included a standstill provision for the benefit of the Company for a period of one year with a customary “fallaway” provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to the sale or a change of control of the Company. Thereafter, Bain and its advisors conducted due diligence on the Company, including through a number of discussions with representatives of the Company and its advisors in various functions and the parties explored such a transaction until late April 2022, but no transaction ultimately resulted.

On August 30, 2022, the Company entered into an amendment to the January 2022 NDA to provide that the standstill provision in the January 2022 NDA would not preclude Bain from acquiring beneficial ownership of less than five percent (5%) of the Company’s publicly traded securities.

In January 2023, in connection with ongoing strategic review, a financial advisory firm representing the Company contacted representatives of Bain to gauge potential interest in a strategic transaction involving the sale of the Company.

On January 27, 2023, the Company entered into a second amendment to the January 2022 NDA to extend Bain’s standstill obligations until January 5, 2024. Thereafter until February 12, 2023, Bain and its advisors conducted due diligence on the Company, including through a number of discussions with representatives of the Company and its advisors in various functions, and the parties explored such a transaction. Bain explored a potential partnership with a private equity firm we refer to as “Potential Bain Partner 1” to acquire the Company. Prior to such partnership discussions, Potential Bain Partner 1 had independently explored a potential transaction to acquire the Company, and Potential Bain Partner 1 conducted due diligence on the Company. In late-January 2023, Potential Bain Partner 1 notified the Company that it was unable to be party to a proposal to acquire the Company at a price per share that would have represented a premium to the Company’s then-current trading price.

In early-February 2023, Bain explored a potential partnership with a private equity firm we refer to as “Potential Bain Partner 2,” and Potential Bain Partner 2 conducted due diligence on the Company. In early-February 2023, Potential Bain Partner 2 notified the Company that it was unable to be party to a proposal to acquire the Company at a price per share that would have represented a premium to the Company’s then-current trading price.

On February 12, 2023, representatives from Bain notified William Crager, then the Chief Executive Officer of the Company, that Bain was unable to submit a proposal for a strategic transaction with the Company at a price they expected would be acceptable.

Between March 2023 and January 2024, members of Company management and representatives of Bain engaged in multiple informal discussions regarding the Company and the financial technology industry generally.

In the fourth quarter of 2023, as part of its cost reduction initiatives and annual strategic planning review, the Board engaged a financial advisor (the “D&A Business Financial Advisor”) in connection with its consideration of a possible sale process of the D&A Business.

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On December 14, 2023, Bloomberg reported that the Company was exploring the sale of its D&A Business and had hired an advisor to help solicit interest from potential buyers. In the days that followed, other news outlets published similar reports, some including commentary speculating on the purchase price for the D&A Business (which at least one equity research analyst stated could be up to $600-$900 million).

On January 8, 2024, the Company reported that Mr. Crager would step down as the Company’s Chief Executive Officer, effective March 31, 2024, and that Jim Fox, Chairman of the Board, would serve as the Company’s Interim Chief Executive Officer commencing on April 1, 2024.

On January 16, 2024, Mr. Fox, Mr. Crager and other representatives of the Company, met with representatives of Bain to discuss the Company and the financial technology industry generally, including recent developments in the industry.

Following that meeting through to March 23, 2024, representatives of the Company and Bain had various, high-level discussions regarding the possibility of a strategic transaction involving the Company and Bain.

In February 2024, the Board directed the D&A Business Financial Advisor to commence a sale process for the D&A Business. In connection with the D&A Business sale process, during the period from mid-February to early May 2024, the D&A Business Financial Advisor conducted broad outreach to potential strategic and financial counterparties (including to an affiliate of Bain) to gauge their potential interest in acquiring the D&A Business. During this period, the Company entered into confidentiality agreements (with customary standstill provisions for the benefit of the Company) with interested parties, and provided those counterparties with access to certain confidential information regarding the D&A Business.

On March 23, 2024, a representative from Bain called Mr. Fox and communicated to him that Bain would submit a non-binding proposal for the Company later that day.

Later that day, on March 23, 2024, Bain submitted a non-binding proposal letter to Mr. Fox to acquire the Company for a price in the range of $62.00-$64.00 per share, in cash (the “March Bain Proposal”), which proposal represented a nine percent (9%) to thirteen percent (13%) premium to the Company’s closing share price of $56.67 on March 22, 2024, the day prior to the proposal. The March Bain Proposal noted the proposed transaction would be funded with a combination of equity from funds advised by Bain and third-party co-investors, and debt financing from third-parties, stated that Bain was confident in its ability to provide financing commitments given its long-standing relationships and debt capital market expertise, identified the remaining open items required by Bain to complete its due diligence and stated that Bain could sign definitive transaction documentation in five weeks. Mr. Fox promptly shared the March Bain Proposal with the Board.

On March 27, 2024, the Board held a meeting to discuss the March Bain Proposal. At this meeting, the Board reviewed and discussed, among other things, the conversations between representatives of Bain and members of Company management preceding the March Bain Proposal, the terms of the March Bain Proposal and engaging a financial advisor to assist the Board in reviewing and responding to the March Bain Proposal. The Board determined that (i) the Board would reconvene the following week so as to allow the members of the Board time to further consider the March Bain Proposal, (ii) Mr. Fox would communicate to representatives of Bain that the Board was considering the March Bain Proposal (which he did on March 29, 2024) and (iii) before the Board met again, Mr. Fox would contact Morgan Stanley with whom the Company had a pre-existing and unrelated engagement to ask them to also advise on the March Bain Proposal and the Board’s review of other strategic alternatives (which he did on March 28, 2024), on the basis of, among other factors, Morgan Stanley’s qualifications, extensive experience in advising companies operating in the same industry as the Company in connection with potential strategic transactions, and its knowledge and understanding of the Company’s business and industry.

On April 2, 2024, Morgan Stanley delivered its initial relationship disclosure letter to the Board describing its relationships with the Company, Bain and its majority-owned affiliates.

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Also in early April, the Board retained Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), as legal counsel, in connection with the Board’s consideration of the March Bain Proposal and of the Board’s review of other strategic alternatives. The Board chose Paul, Weiss, based on Paul, Weiss’ extensive experience in similar transactions, qualifications and reputation.

On April 3, 2024, the Board held a meeting with representatives of Paul, Weiss and Morgan Stanley in attendance to discuss the March Bain Proposal. Prior to the meeting, representatives of Morgan Stanley delivered an updated relationship disclosure letter to the Board describing its relationships with the Company, Bain and their majority-owned affiliates. During the meeting, representatives of Morgan Stanley presented to the Board the historical trading performance of the Company’s stock and certain preliminary financial aspects of the March Bain Proposal. Representatives of Paul Weiss reviewed with the directors their fiduciary duties, including in the context of a potential change in control transaction, in connection with the Board’s evaluation of the March Bain Proposal. After discussion with the Company’s advisors, the Board determined (i) it required further financial analysis on the Company in connection with its evaluation of the March Bain Proposal against other strategic alternatives, including the Company’s prospects as a standalone public company, and accordingly directed (a) Company management to prepare long-range financial projections for Morgan Stanley to use in its preliminary financial analyses (as the Company did not produce any such forecasts in the ordinary course) with the understanding that, due to the constraints of time, such long-range projections would be based primarily upon an extrapolation of the Company’s 2024 financial plan rather than Company management’s best then-currently available estimates and judgments as to the expected future performance of the Company on a standalone basis but which would provide the Board an initial set of projections to consider, including alongside such preliminary financial analyses and (b) Morgan Stanley to perform preliminary financial analyses based on such long-range projections (with the understanding that such long-range projections would be built from the Company’s 2024 financial plan and would require further development), and present its preliminary financial analyses at the next meeting of the Board, and (ii) to meet again to further review the March Bain Proposal, the preliminary draft long-range projections and Morgan Stanley’s preliminary financial analyses.

On April 14, 2024, with the approval of the Board, the Company entered into an engagement letter with Morgan Stanley to act as financial advisor to the Company in connection with its evaluation of the March Bain Proposal and its review of other strategic alternatives.

On April 16, 2024, an article was published on Reuters indicating that the Company was exploring strategic alternatives that could include a potential sale of the Company, after receiving interest from private equity firms, including Bain (the “April Press Report”). The price of the Company’s common stock increased by approximately twenty percent (20%) intraday, before settling on approximately a nine percent (9%) increase on that day at the close of trading.

On April 17, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. At the meeting, representatives of Company management presented preliminary draft long-range projections for the fiscal year ending 2024 through the fiscal year ending 2028 (the “Preliminary Draft Projections”), which were prepared on the basis noted at the Board’s April 3, 2024 meeting and are described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement. The Board engaged in significant discussion on the Preliminary Draft Projections, the assumptions underlying them and the changes that the directors suggested. Representatives of Morgan Stanley presented on and discussed with the Board, among other topics, the current market landscape, M&A environment, the historical trading performance of the Company’s common stock, equity analyst perspectives on the Company, and preliminary financial analyses based on the Preliminary Draft Projections, which use and reliance on the Preliminary Draft Projections by Morgan Stanley in connection with such preliminary financial analyses were approved by the Board. Representatives of Paul, Weiss reviewed with the directors their fiduciary duties in connection with the Board’s review of the March Bain Proposal and other potential strategic alternatives and preliminary process considerations (should the Board choose to engage in a process).

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The Board discussed various ways that the Company could respond to the March Bain Proposal, including among other things, communicating that it was rejecting the March Bain Proposal, engaging with Bain on a limited access basis, or entering into a sale process that could range from being narrow to a broad auction process and the potential universe of financial and/or strategic potential counterparties with the financial capability to acquire the Company. After discussion, the Board directed (i) Morgan Stanley and representatives of the Company to encourage Bain to increase its offer by communicating to Bain that the March Bain Proposal undervalues the Company, but that the Board would be willing to provide Bain with incremental due diligence materials and limited access to Company management in order to facilitate Bain refining its proposal and (ii) Company management to continue to develop the long-range projections.

Following the meeting on April 17, 2024, representatives of Morgan Stanley contacted representatives of Bain to inform Bain of the Board’s response.

On April 18, 2024, the Company entered into a mutual non-disclosure agreement with Bain (the “April 2024 NDA”) to facilitate due diligence by Bain, the January 2022 NDA having expired in January 2024. The April 2024 NDA included a standstill provision for the benefit of the Company for a period of one year with a customary “fallaway” provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to the sale or a change of control of the Company.

On April 20, 2024, the Company provided representatives of Bain access to a virtual data room containing non-public information regarding the Company (the “Virtual Data Room”). From April 20, 2024 through the signing of the Merger Agreement on July 11, 2024, Bain and its advisors conducted due diligence on the Company, including reviewing materials in the Virtual Data Room, submitting diligence requests for additional information and documents, to which representatives of the Company and its advisors provided responses, and through a number of discussions with representatives of the Company and its advisors in various functions, including in over fifteen targeted “expert” due diligence sessions with members of Company management on a range of topics in order to aid Bain’s due diligence review of the Company, including in respect of the litigation involving the D&A Business.

On April 26, 2024, a private equity firm we refer to as “Financial Sponsor A” submitted an unsolicited non-binding proposal letter to Mr. Fox to acquire the Company for a price in the range of $70.00-$75.00 per share, in cash (the “April Financial Sponsor A Proposal”). The April Financial Sponsor A Proposal represented a premium of twenty-four percent (24%) to thirty-three percent (33%) to the Company’s share price at the close of business on April 15, 2024 of $56.54 (the “Unaffected Share Price”), which was the day immediately prior to the release of the April Press Report. The April Financial Sponsor A Proposal stated that Financial Sponsor A expected that it would need to raise third-party debt financing to finance the transaction consideration. The April Financial Sponsor A Proposal stated that Financial Sponsor A was prepared to move expeditiously, but did not indicate a time frame for the completion of Financial Sponsor A’s due diligence nor did it indicate when Financial Sponsor A expected to be in a position to execute definitive transaction documentation. Mr. Fox promptly shared the April Financial Sponsor A Proposal with the Board.

On April 26, 2024, representatives of a party we refer to as “Strategic Party A” called Mr. Fox to inform Mr. Fox that it intended to submit a non-binding proposal letter for the Company. Bain, Financial Sponsor A and Strategic Party A are collectively referred to as the “Bidders.”

On April 27, 2024, Strategic Party A submitted an unsolicited non-binding proposal letter to Mr. Fox to acquire the Company for a price in the range of $67.00-$71.00 per share, in cash (the “April Strategic Party A Proposal”). The April Strategic Party A Proposal represented a premium of nineteen percent (19%) to twenty-six percent (26%) to the Company’s Unaffected Share Price. The April Strategic Party A Proposal indicated that Strategic Party A would need to finance the proposed transaction, but did not provide more detail on expected sources or nature of the financing that would be sought. The April Strategic Party A Proposal indicated that

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Strategic Party A expected to be able to complete due diligence alongside the negotiation of definitive transaction documentation within 30 to 45 days. Mr. Fox promptly shared the April Strategic Party A Proposal with the Board.

On April 29, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Representatives of Morgan Stanley reviewed certain terms of the two recent April proposals with the Board. The Board discussed the fact that the April proposals offered higher prices for the Company than the March Bain Proposal and also discussed that neither of the April proposals had yet identified or secured financing partners to complete a transaction. The Board and its advisors discussed whether the Bidders had the financial capability to potentially acquire the Company without committed debt or equity financing. Representatives of Morgan Stanley provided the Board with their views on the availability of financing in the current market, explained that each Bidder’s ability to secure financing would be crucial in evaluating any proposal, and led a discussion on the potential next steps in discussions with all three Bidders.

Also at this meeting, representatives of Paul, Weiss reviewed with the directors their fiduciary duties in connection with evaluating the proposals and their review of other potential strategic alternatives, including remaining a standalone public company. Representatives of Paul, Weiss noted that financing, regulatory and other closing risks should be considered, alongside the value being offered by each Bidder. Representatives of Paul, Weiss also provided their initial views on the potential regulatory risks associated with a transaction with each Bidder, noting that regulatory clearance of a transaction with Financial Sponsor A could be more likely to be delayed as compared to the other Bidders. Paul, Weiss explained this increased risk profile was due to Financial Sponsor A having already signed a transaction in which it was acquiring a company in the same industry as the Company and that in such transaction, Financial Sponsor A had agreed to a “clear skies” provision which stated that Financial Sponsor A was prohibited from taking any action or failing to take any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Financial Sponsor A to consummate that transaction. Representatives of Paul, Weiss noted that a transaction with Strategic Party A also had an elevated regulatory risk and delay given Strategic Party A’s assets and investor mix (one of its significant stockholders, who held governance rights in Strategic Party A, was a majority investor in a competitor to the Company). At the meeting, Mr. Fox noted that he served on the board of directors of a portfolio company of Financial Sponsor A, which, after discussion, the Board did not view as interfering with his ability to exercise independent judgement.

After discussion, the Board determined that (i) its advisors and members of Company management should have discussions with representatives of Financial Sponsor A and Strategic Party A to obtain further detail on their proposed funding structures, the likelihood of them obtaining funding, the risk (of not obtaining or a delay in respect of) the required regulatory approvals and (ii) that if the results of such discussions resulted in Company management believing that a transaction was potentially viable with respect to Financial Sponsor A or Strategic Party A, to (a) negotiate and execute a non-disclosure agreement, (b) provide the applicable Bidder access to diligence materials and (c) request revised proposals by May 20, 2024, with such proposals including significantly greater detail on their proposed financing structures and financing sources.

As part of ongoing discussions, representatives of Morgan Stanley subsequently notified each of Bain, Strategic Party A and Financial Sponsor A that they should submit a revised proposal by May 20, 2024.

Between April 30, 2024 and May 1, 2024, representatives of the Company and each of Strategic Party A and Financial Sponsor A met to discuss the Bidders’ respective financing plans, financing sources and potential regulatory risk associated with a potential strategic transaction with the Company. During those meetings legal counsel to Financial Sponsor A indicated that it would provide the Company with “comfort” on the “clear skies” provision as part of the bidding discussions.

In the days after these meetings, and following detailed discussions with representatives of Morgan Stanley and Paul, Weiss, Company management determined that a potential strategic transaction with each of Financial Sponsor A and Strategic Party A was potentially viable, and took the next steps with each party as directed by the Board.

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In April 2024, the compensation committee of the Board (the “Compensation Committee”) held a meeting with a representative of Paul, Weiss in attendance to discuss (i) the initial proposals that the Company should make in respect of employee compensation matters, if requested to do so by the Bidders and (ii) the discretionary cash bonus to which Mr. Fox was eligible under his employment contract. The Compensation Committee held several subsequent meetings to discuss the Company’s equity awards, director pay, employee retention, and other compensation matters.

On May 5, 2024, the Company entered into a mutual non-disclosure agreement with Financial Sponsor A, which included a standstill provision for the benefit of the Company for a period of one year with a customary “fallaway” provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to the sale or a change of control of the Company. On May 5, 2024, the Company provided representatives of Financial Sponsor A with access to the Virtual Data Room. From May 5, 2024 through June 25, 2024, representatives of Financial Sponsor A accessed the Virtual Data Room. During that period, Financial Sponsor A conducted due diligence on the Company, including through reviewing materials in the Virtual Data Room, submitting diligence requests for additional information and documents, to which representatives of the Company and its advisors provided responses, and through a number of discussions with representatives of the Company and its advisors in various functions, including in over ten targeted “expert” due diligence sessions with members of Company management in order to aid Financial Sponsor A’s due diligence review of the Company.

On May 8, 2024, the Company entered into a mutual non-disclosure agreement with Strategic Party A, which included a standstill provision for the benefit of the Company for a period of one year with a customary “fallaway” provision providing that the standstill obligations would terminate in certain circumstances, including upon the Company entering into a binding agreement related to the sale or a change of control of the Company. On May 8, 2024, the Company provided representatives of Strategic Party A with access to the Virtual Data Room. From May 8, 2024 through June 25, 2024, representatives of Strategic Party A accessed the Virtual Data Room. During that period, Strategic Party A conducted due diligence on the Company, including through reviewing materials in the Virtual Data Room, submitting diligence requests for additional information and documents, to which representatives of the Company and its advisors provided responses, and through a number of discussions with representatives of the Company and its advisors in various functions, including in over ten targeted “expert” due diligence sessions with members of Company management in order to aid Strategic Party A’s due diligence review of the Company.

Also on May 8, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss in attendance. Representatives of the Company’s management provided an update on the ongoing process to sell the D&A Business, explaining that the Company had invited a small number of bidders that had submitted written non-binding proposals to acquire the D&A Business into “round two” of the sale process, and that the Company had requested final proposals from such potential buyers by June 12, 2024. The representatives of Company management noted that the “round one” proposals received by such potential buyers valued the D&A Business between $250 million to $325 million. Representatives of Company management discussed with the Board their continued work to refine the long-range projections, including the sensitivity of the forecasts to assumptions on the market growth rate. After discussion, the Board authorized Company management to update the Bidders on the D&A Business sale process in a form and time that Company management believed would be most strategic).

On May 20, 2024, Financial Sponsor A submitted a revised non-binding proposal to acquire the Company for $72.50 per share, in cash (the “May Financial Sponsor A Proposal”), representing a premium of twenty-eight percent (28%) to the Company’s Unaffected Share Price. The May Financial Sponsor A Proposal noted that the proposed aggregate purchase price would be funded with third-party debt financing with the remainder (approximately $3.4 billion) being funded with equity financing from funds controlled by Financial Sponsor A and co-investors. The May Financial Sponsor A Proposal stated that Financial Sponsor A could complete its due diligence and sign definitive transaction documentation in three weeks.

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On May 20, 2024, Bain submitted a revised non-binding proposal to acquire the Company for $67.50 per share, in cash (the “May Bain Proposal”), representing a premium of 19.4% to the Company’s Unaffected Share Price. The May Bain Proposal noted that the proposed aggregate purchase price would be funded with a combination of third-party debt and preferred equity financing with the remainder (approximately $3.0 billion) being funded by equity commitments from funds advised by Bain and co-investors. The May Bain Proposal stated that Bain could complete its due diligence and sign definitive transaction documentation in two to three weeks.

On May 21, 2024, Strategic Party A submitted a revised non-binding proposal to acquire the Company for $71.00 per share, in cash (the “May Strategic Party A Proposal,” together with the May Financial Sponsor A Proposal and the May Bain Proposal, the “May Proposals”), representing a premium of 25.6% to the Company’s Unaffected Share Price. The May Strategic Party A Proposal noted that the proposed aggregate purchase price, which assumed a $2.1 billion refinancing of Strategic Party A’s own debt, would be funded with a combination of third-party debt and preferred equity financing. The May Strategic Party A Proposal stated that Strategic Party A could complete its due diligence and sign definitive transaction documentation in four weeks.

On May 23, 2024, Bloomberg reported that the Company was drawing interest from private equity firms and that it had been working with a financial advisor to explore strategic options (together with the April Press Reports, the “Press Reports”).

On May 23, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. The Board reviewed the May Proposals and representatives of Morgan Stanley discussed certain financial aspects of the proposals. The representatives of Morgan Stanley discussed each Bidder’s proposed financing structure and sources, and the anticipated time to signing of definitive transaction documentation, if the Board determined to proceed in discussions with the Bidders. The representatives of Morgan Stanley also noted both Strategic Party A and Financial Sponsor A were able to offer a higher price for the Company in part due to their expectations that the transaction would be able to achieve synergies.

After discussion, which included, among other things, consideration of the fact that none of the Bidders yet had fully committed financing, the Board determined to proceed in discussions with all of the Bidders. The Board directed Morgan Stanley to communicate with each Bidder and instruct each Bidder that final bids would be due by June 19, 2024, with the aim of having complete diligence and fully committed financing by that date (which Morgan Stanley did thereafter). Bidders were also instructed to provide an initial markup of a draft merger agreement to be provided by Paul, Weiss in the Virtual Data Room (the “Draft Merger Agreement”) with their bids. To facilitate the Bidders obtaining fully committed financing, the Board authorized Company management to allow Bidders to contact financing sources, provided that each such financing source was bound by an appropriate obligation of confidentiality to minimize leak risk both generally and as between the Bidders.

On May 30, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Prior to the meeting, representatives of Morgan Stanley delivered an updated relationship disclosure letter to the Board describing its relationships with the Company, each of the three Bidders and their majority-owned affiliates. Members of Company management reviewed the May Projections (as defined and further described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement) with the Board, which reflected (i) actual results of the full first quarter of 2024, (ii) the addition of new initiatives of the Company and the revenue that would be contributed thereby which included an initial view on the probability of achieving the financial results forecasted to be generated by such new initiatives (which we refer to as the New Initiative Forecast, as discussed in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement), (iii) updated forecasts with respect to the D&A Business, (iv) a four percent (4%) market growth rate for asset-based revenue from over the forecast period, based on discussion with and feedback from the Board, (v) forecasts with respect to stock-based compensation based on business segment and (vi) the Company’s strategic minority investments carried on its balance sheet.

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Representatives of Paul, Weiss reviewed with the Board its fiduciary duties in connection with conducting a process for a potential transaction involving the sale of the Company. Representatives of Paul, Weiss then discussed the regulatory risk associated with each of the Bidders, reflecting further diligence and discussions with the each of the Bidders; ultimately noting that a potential strategic transaction with Financial Sponsor A could be less certain to close and could likely take longer to close than a transaction with Bain or Strategic Party A. Following discussion, the Board (i) approved the May Projections for use and reliance by Morgan Stanley and (ii) instructed Paul, Weiss to move forward with finalizing the Draft Merger Agreement to post to the Virtual Data Room (which it did on June 5, 2024).

On June 12, 2024, the Company received “round two” proposals from potential buyers to acquire the D&A Business, which proposals valued the D&A Business from $100 million to $220 million and requested further information on the public litigation involving the D&A Business.

On June 12, 2024, Financial Sponsor A submitted a letter to Mr. Fox (the “June 12 Letter”) that stated that, following internal discussions, Financial Sponsor A had decided it would not be continuing discussions with the Company with respect to a potential strategic transaction due to its inability to submit a final proposal on the timeline requested. The June 12 Letter stated (i) Financial Sponsor A believed there was strong commercial rationale for a combination of the Company with the public company in the same industry it was in the process of acquiring, and that such a combination would generate synergies, (ii) Financial Sponsor A’s non-diligence workstreams had progressed well, (iii) that it had completed substantial regulatory analysis with its advisors, which regulatory analysis was shared and discussed with Paul, Weiss, (iv) that Financial Sponsor A believed the combination of the Company with the public company in the same industry as the Company that it was acquiring would not give rise to material regulatory risk, (v) that Financial Sponsor A had arranged the equity and debt financing it needed to complete a transaction with the Company (but did not include any evidence that such equity financing had been arranged) and (vi) that Financial Sponsor A would not be able to submit a final proposal on the timeline communicated to it because Financial Sponsor A had not received sufficient information or access to Company management during diligence to be in a position to submit a final proposal on June 19, 2024. The June 12 Letter, was promptly shared with the Board, who requested to meet with Company management and its advisors.

On June 13, 2024, representatives of Morgan Stanley contacted Financial Sponsor A to discuss additional detail on what information Financial Sponsor A felt had not been provided. Later that day, representatives of Morgan Stanley sent a follow up email to Financial Sponsor A containing responses to, and next steps on, Financial Sponsor A’s due diligence. Financial Sponsor A responded four days later, on June 17, 2024, and re-affirmed that it did not wish to continue in the process, as outlined in the June 12 Letter.

On June 13, 2024, Ropes and Gray LLP (“Ropes”), legal counsel for Bain, submitted a markup of the Draft Merger Agreement to Paul, Weiss.

On June 14, 2024, legal counsel for Strategic Party A submitted a markup of the Draft Merger Agreement to Paul, Weiss.

On June 14, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Representatives from Morgan, Stanley updated the Board on developments since their last meeting, primarily the June 12 Letter and Financial Sponsor A’s stated withdrawal from the discussions with the Company. The Board reviewed with its advisors the amount of information and access to Company management that Financial Sponsor A had received during diligence and how that compared to the amount of information and access given to the other Bidders, noting that Financial Sponsor A had received substantially similar access. Representatives from Paul, Weiss further explained that due to regulatory and competitive concerns, certain information had to be shared with a limited group of representatives of the Bidders and their potential financing sources and, in some circumstances, only in limited form. The representatives of Paul, Weiss noted that was particularly the case for Financial Sponsor A due to the regulatory risks that the Board had previously considered.

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The Board discussed with its advisors and members of Company management whether there may have been other reasons that could have caused Financial Sponsor A’s withdrawal, including, among others, Financial Sponsor A’s pending acquisition of a public company in the same industry as the Company (including the “clear skies” provision and the potential regulatory risks that the Board had previously considered), and that Financial Sponsor A may have come to believe, based on its diligence of the D&A Business to date, that there was less value to ascribe to the D&A Business than equity research analysts had estimated. The Board considered a range of potential next steps, including further outreach to Financial Sponsor A and considered, among other things, (i) the competitive dynamics of the discussions with the Bidders to date, (ii) an extension of the deadline to provide a proposal to provide Financial Sponsor A with additional time to undertake diligence (and how other Bidders may respond thereto) and (iii) the regulatory uncertainty of a transaction with Financial Sponsor A.

The representatives of Paul, Weiss provided the Board with an update on the key differences in markups of the Draft Merger Agreement from each of Strategic Party A and Bain and discussed the key transaction terms and provisions that would impact the likelihood that such a transaction would be consummated, including, among other things, the proposed financing structure. The representatives of Paul, Weiss noted that its review of the markups was ongoing and the Board directed Paul, Weiss to meet with Company management as soon as its review was complete to discuss a complete issues list comparing the Draft Merger Agreement with the markups that were returned by each of Strategic Party A and Bain.

After discussion, the Board determined (i) to continue discussions relating to other proposals it had received on the timeline that had been previously communicated to each Bidder and (ii) to direct representatives of the Company and its advisors to continue engaging with Financial Sponsor A and encourage Financial Sponsor A to submit a final proposal on that same timeline.

On June 16, 2024 and June 17, 2024, with the authorization of the Board, representatives of the Company provided each of the active Bidders with a verbal update on the Company’s ongoing process to sell the D&A Business (the “D&A Business Process Update”). The D&A Business Process Update noted, among other things, that (i) three potential buyers had submitted “round two” proposals to acquire the D&A Business and (ii) that these proposals valued the D&A Business from $100 million to $220 million, but that the $220 million offer was subject to due diligence and valuation contingencies.

On June 18, 2024, representatives of Morgan Stanley delivered an updated relationship disclosure letter to the Board describing its relationships with the Company, each of the three Bidders and their majority-owned affiliates.

On June 18, 2024, representatives of Strategic Party A contacted Mr. Fox and stated that Strategic Party A did not have the financing necessary to submit a final proposal to acquire the Company and therefore would not be in a position to submit a final proposal by June 19, 2024. The representative of Strategic Party A indicated that it may be able to submit a revised proposal, but that Strategic Party A would require at least several additional weeks to secure the necessary financing to do so.

On June 19, 2024, Bain and its advisors submitted a “final” proposal letter to acquire the Company for (i) $62.75 per share, in cash, plus (ii) an additional amount, in cash, equal to any consideration received by the Company in respect of the sale of the D&A Business prior to the closing of a transaction with the Company and Bain provided that net proceeds from the sale of the D&A Business exceeded $50 million and that any such transaction was consummated on such terms reasonably acceptable to Bain (the “June Bain Proposal”). The June Bain Proposal was not contingent on the sale of the D&A Business and, assuming no additional consideration was paid in respect of the sale of the D&A Business, the June Bain Proposal represented a premium of eleven percent (11%) to the Company’s Unaffected Share Price. The June Bain Proposal noted that the proposed aggregate purchase price would be funded with (i) committed debt and preferred equity financing and (ii) the remainder (approximately $1.8 billion) funded by equity commitments from funds advised by Bain and third-party co-investors and additional investments from strategic partners. The June Bain Proposal noted that Bain

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had completed its due diligence, had received the requisite internal approvals to proceed with the June Bain Proposal, and could be in a position to sign definitive transaction documents within one week, provided that the Company agree to an exclusivity period. No other Bidder submitted a proposal by the June 19 deadline.

On June 20, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Prior to the meeting, representatives of Morgan Stanley delivered a written update to its relationship disclosure letter to the Board describing its relationships with the Company, each of the Bidders and their majority-owned affiliates. Representatives of Morgan Stanley reviewed certain financial terms of the June Bain Proposal with the Board. Representatives of the advisors and members of Company management discussed with the Board the reasons that Bain noted had caused it to lower its offer price from the March Bain Proposal, including the D&A Business Process Update and the publicly-disclosed litigation associated with the D&A Business. Representatives of Company management provided a further update on the D&A Business sale process and its expectations with respect to, among other things, the likelihood of the D&A Business sale being consummated and the associated reduction in corporate expenses following such a sale. After discussion, the Board determined (i) Company management should provide Morgan Stanley with the amount of net proceeds expected from the sale of the D&A Business based on the “round two” proposals and ongoing negotiations, (ii) Morgan Stanley should reflect the sale of the D&A Business and the associated reduction to corporate expenses based on its ongoing financial analyses and (iii) to reconvene the following day to further consider the June Bain Proposal with the benefit of Morgan Stanley’s ongoing financial analyses.

On June 21, 2024, the Board met to continue the discussion held the previous day with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Representatives of Morgan Stanley and Paul, Weiss reviewed with the Board the process that the Board had undertaken since the receipt of the unsolicited March Bain Proposal, and reviewed the key terms of the June Bain Proposal with the Board. Representatives of Company management reviewed with the Board the limited updates to the May Projections and assumptions contained therein, specifically (i) that its best then-currently available estimate was that the probability of achieving the financial results expected to be generated by new initiatives should be subject to an additional sixty-seven percent (67%) probability weighting of achieving such results and (ii) its expectations with respect to, among other things, the likelihood of the D&A Business sale being consummated and the associated reduction in corporate expenses following such a sale. Representatives of Morgan Stanley reviewed with the Board its ongoing updates to its financial analyses of the Company, including (a) discussing the key changes to such analyses since Morgan Stanley presented its preliminary financial analysis on April 17, 2024 (which analysis used the Preliminary Draft Projections), (b) comparing the price offered in each of the March Bain Proposal, May Bain Proposal and the June Bain Proposal and presented an updated financial analyses of such offers and (c) discussing certain key upsides and downsides to the Company’s standalone plan. After discussion, the Board approved Management Projections (as defined and described in the section further described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement) for Morgan Stanley’s use and reliance upon such forecasts in performing its financial analyses relating to the rendering of its fairness opinion to the Board as described in the section entitled “The Merger— Opinion of Morgan Stanley” beginning on page 56 of this Proxy Statement. Representatives of Paul, Weiss reviewed the material terms of the Draft Merger Agreement, noting that the mark-up of the Draft Merger Agreement submitted in connection with the June Bain Proposal was more favorable than the prior draft submitted on June 13, 2024 because, among other reasons, the markup limited the scope of the Company’s representations and warranties, increased the Parent Termination Fee, and increased the cap on interest payable by Parent or the Company in the event that such party failed to timely pay the Parent Termination Fee or the Company Termination fee, as applicable. After discussion, Morgan Stanley was authorized by the Board to counter Bain’s proposal with a price of $64.00 per share in cash with one week of exclusivity, subject to Bain’s confirmation that the consummation of the potential transaction would not be subject to the successful sale of the D&A Business.

On June 21, 2024, representatives of Morgan Stanley spoke with Bain and presented the counter-offer discussed at the Board’s June 21, 2024 meeting.

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On June 21, 2024, a representative of Strategic Party A emailed Mr. Fox to communicate that Strategic Party A would submit a non-binding proposal for the Company the following day.

Also on June 21, 2024, Mr. Fox contacted a senior representative of Financial Sponsor A who stated that Financial Sponsor A was not in a position to make a revised offer for the Company.

On June 22, 2024, a representative of Bain contacted Morgan Stanley with an offer price of $63.00 per share in cash with an exclusivity period through July 10, 2024. Bain also confirmed that the consummation of the potential transaction would not be subject to the successful sale of the D&A Business.

On June 22, 2024, Strategic Party A submitted a revised non-binding proposal to Mr. Fox to acquire the Company for $70.00 per share, in cash (the “June Strategic Party A Proposal”), representing a premium of 23.8% to the Company’s Unaffected Share Price, assuming no additional consideration was paid in respect of the sale of the D&A Business. The June Strategic Party A Proposal stated that Strategic Party A envisioned it would fund the proposed aggregate purchase price with a combination of debt financing, preferred equity financing, proceeds from a primary equity raise in Strategic Party A’s equity and strategic rollover investments. The June Strategic Party A Proposal stated that Strategic Party A anticipated being able to finalize such financing arrangements within three to four weeks and requested an exclusivity period of up to four weeks. The June Strategic Party A Proposal noted that the consummation of the potential transaction would be subject to the successful sale of the D&A Business.

On June 24, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Representatives of Morgan Stanley and Company management updated the Board on discussions with the Bidders and noted that (i) representatives of Strategic Party A had reached out to seek feedback on the June Strategic Party A Proposal and that representatives of Morgan Stanley and Company management had expressed the same concerns that Strategic Party A did not have committed financing and that the Board expects any financing to be fully committed at signing, (ii) Morgan Stanley had not heard from Financial Sponsor A but (iii) that Mr. Fox had connected with a senior representative of Financial Sponsor A who had confirmed that Financial Sponsor A would not make a revised offer for the Company. The advisors and the Board discussed the events since the receipt of the March Bain Proposal and discussed the current viability of a transaction with each of the Bidders, including with Strategic Party A and Financial Party A. The Board discussed, among other things, (i) the continued uncertainty with respect to Strategic Party A’s ability to secure committed financing for a transaction with the Company and the fact that the June Strategic Party A Proposal noted that the consummation of the potential transaction would be subject to the successful sale of the D&A Business and (ii) the likelihood that Financial Sponsor A was no longer interested or able to engage in discussions.

Representatives of Morgan Stanley stated that Morgan Stanley had discussed the D&A Business further with Bain and noted that while Bain believed the risks and contingencies associated with the D&A Business negatively affected the Company’s valuation, Bain’s offer was not contingent on a sale of the D&A Business being consummated prior to the closing of a proposed transaction with the Company (but that any sale of the D&A Business prior to closing would require Bain’s prior approval). The advisors compared the treatment of the D&A Business in June Bain Proposal (which indicated that the sale of the D&A Business would not be a closing condition) to the June Strategic Party A Proposal (which indicated that the sale of the D&A Business would be a closing condition) and the Board considered the closing risk associated with entering into a transaction contingent on the sale of the D&A Business. During the meeting, the Board also considered, among other things, (i) the potential adverse impact on the Company’s business of extending the timeline for the transaction process, particularly in light of concerns that the Press Reports could create additional uncertainty for employees, business partners and customers of the Company, (ii) the potential downsides of diverting Company management time towards pursuing a transaction with parties who had not indicated continuing interest in pursuing a transaction with the Company or had not submitted viable bids, (iii) the risk that Bain would abandon the discussions with the Company if the Board extended the process timeline, (iv) certain financial analyses of Morgan Stanley and

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(v) certain considerations from Company management regarding the execution risk of the Company’s standalone plan, including among other things, (a) risks related to succession planning for the Company’s chief executive officer, (b) the uncertainty of success of the Company’s new initiatives, (c) the trend of continued M&A activity from registered investment advisor aggregators affiliated with competitors and the risk to the Company’s standalone prospects associated therewith, (d) the potential disintermediation from larger ecosystem partners, including asset managers and custodians, and the risks such third-parties may become directly competitive with the Company and (e) the potential for the D&A Business to realize a lower transaction value than expected, if at all.

After discussion, the Board determined that the amount and certainty of the June Bain Proposal, on the terms included in that proposal, would provide greater value to the Company’s stockholders than the Company’s standalone plan and that it would be willing to transact at that price. Nonetheless, to ensure that it had maximized value, the Board directed Morgan Stanley to attempt to obtain an increase Bain’s offer price by $1.25 per share to the maximum of Bain’s price range in its original March Bain Proposal of $64.00 per share, in cash. The Board agreed to reconvene the following day after Morgan Stanley contacted Bain.

Later on June 24, 2024, representatives of Morgan Stanley met with representatives of Bain, in which the representatives of Morgan Stanley presented the Company’s revised proposal to Bain.

The following day, on June 25, 2024, a representative of Bain contacted Morgan Stanley and indicated Bain would increase its offer from $62.75 to $63.15 per share as its “best and final” offer, if the Company entered into an exclusive period with Bain through July 10, 2024 (the “Final Bain Proposal”). The Final Bain Proposal price represented an 11.7% premium to the Company’s Unaffected Share Price.

Also on June 25, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Representatives of Morgan Stanley updated the Board on the Final Bain Proposal.

The Board considered the strength of the Final Bain Proposal price of $63.15 per share, in cash, in the context of Bain’s entire bid package and whether a potential transaction with Bain was likely to provide greater value to the Company’s stockholders than other strategic alternatives available to the Board, including remaining a standalone public company. The Board further discussed with its advisors that the exclusivity period with Bain was a reasonable length of time, and that Strategic Party A and Financial Sponsor A could re-engage with the Company after the exclusivity period ended (including after any transaction was entered into) but noted it was possible such other Bidders may be unlikely to submit renewed indications of interest in a timely manner.

The Board also discussed whether further attempts should be made to solicit revised proposals from Financial Sponsor A or Strategic Party A. With respect to a potential transaction with Financial Sponsor A, the Board considered that its advisors and Company management had actively attempted to re-engage Financial Sponsor A without success and the various concerns that the Board had previously considered with respect to Financial Sponsor A. With respect to a potential transaction with Strategic Party A, the Board considered that Strategic Party A had indicated it does not have the financing for a transaction with the Company, that it was unlikely that Strategic Party A would be able to secure financing in a period of time that would not jeopardize a transaction with Bain, if at all and that the consummation of the potential transaction would be subject to the successful sale of the D&A Business. With respect to other potential third-party bidders, the Board considered the fact that the publication of the Press Reports had provided any interested parties significant opportunity to make a proposal for the Company (with the April Press Report being the likely impetus behind the initial unsolicited proposals by Strategic Party A and Financial Sponsor A), and none had submitted a written offer.

Following discussion, and after taking into consideration the information provided and discussed by Company management and advisors, the Board determined that it had obtained Bain’s best and final offer of

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$63.15 per share, in cash, and that there was substantial risk of losing this offer if the Company continued to pursue a higher price and directed Company management and Paul, Weiss to engage with Bain and Ropes (i) to prepare and negotiate an exclusivity agreement and (ii) to finalize the Merger Agreement and the other transaction documents, following which time the Board would meet again to make a decision on the potential transaction with Bain.

On June 25, 2024, representatives of Paul, Weiss and Ropes exchanged drafts of the exclusivity agreement, the final form of which was agreed to that evening.

On June 26, 2024, with the approval of the Board, the parties signed the exclusivity agreement, which provided for an exclusivity period until July 10, 2024, that would expire immediately if Bain reduced its offer price of $63.15 per share in any way.

On June 26, 2024, upon the effectiveness of the exclusivity agreement, Paul, Weiss provided Ropes with a revised Draft Merger Agreement.

From June 26, 2024 until the execution of the Merger Agreement on July 11, 2024, the parties and their respective legal advisors exchanged several drafts of, and engaged in numerous discussions and negotiations concerning the terms of, the Draft Merger Agreement and the Ancillary Agreements (including the Limited Guarantees, Equity Commitment Letters, debt commitment letters, preferred equity commitment letter and the support and rollover agreements), with the agreements being finalized in the morning of July 11, 2024.

On July 9, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. Representatives of Paul, Weiss reviewed with the directors their fiduciary duties in connection with the Board’s evaluation of the Final Bain Proposal. Representatives of Morgan Stanley provided an overview of Morgan Stanley’s financial analyses. Representatives of Paul, Weiss reviewed the key terms of the Draft Merger Agreement. After discussion, the Board agreed to reconvene on July 11, 2024 to receive a further update on the proposed transaction with Bain.

On July 10, 2024, representatives of Morgan Stanley delivered an updated relationship disclosure letter to the Board describing its relationships with the Company, Bain, the other Parent Financing Sources and their majority-owned affiliates.

On July 11, 2024, the Board held a meeting with members of Company management and representatives of Paul, Weiss and Morgan Stanley in attendance. The Board reviewed Morgan Stanley’s relationship disclosure letter received on July 10, 2024 regarding Morgan Stanley’s prior relationship with the Company, Bain, and the other Parent Financing Sources and their majority-owned affiliates majority-owned affiliates, and concluded that such relationships would not interfere with Morgan Stanley’s ability to provide advisory services or render a fairness opinion to the Board. Representatives of Paul, Weiss reviewed with the Board the outcome of negotiations on the few remaining open terms in the Merger Agreement. Representatives from Morgan Stanley provided its final financial analyses of the Merger Consideration and rendered to the Board of Directors an oral opinion, which was subsequently confirmed by a delivery of a written opinion dated as of July 11, 2024, to the effect that, as of such date, 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 in preparing its opinion, the Merger Consideration to be received by the holders of shares of the Common Stock pursuant to the Merger Agreement was fair from a financial point of view to the holders of shares of the Common Stock (other than the holders of the Excluded Shares or holders who are Financing Sources or their affiliates). The opinion is more fully described under the section entitled “The Merger—Opinion of Morgan Stanley” beginning on page 56 of this Proxy Statement. The full text of Morgan Stanley’s written opinion has been included as Annex B to this Proxy Statement and is incorporated by reference herein in its entirety.

After discussion and taking into account the factors described below in greater detail in the section entitled “The Merger—Recommendation and Reasons for the Merger” beginning on page 50 of this Proxy Statement, the

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Board (i) unanimously approved and declared advisable the Merger Agreement and the Transactions contemplated thereby, (ii) determined that the terms of the Merger Agreement and the Transactions contemplated thereby are fair to, and in the best interests of, the Company and the Company’s stockholders, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at the Special Meeting and (iv) subject to the terms and conditions of this Agreement, resolved to recommend that the Company’s stockholders approve the adoption of this Agreement and approve the Merger on the terms and subject to the conditions set forth herein.

Following the meeting of the Board, the Merger Agreement and the Ancillary Agreements were executed July 11, 2024.

Recommendation and Reasons for the Merger

On July 11, 2024, the Board, after considering various factors, including the non-exhaustive list of material factors described herein, and after consultation with the Company’s financial advisor and outside legal counsel, unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the Transactions, (ii) determined that the terms of the Merger Agreement and the Transactions are fair to, and in the best interests of, the Company and the Company’s stockholders, (iii) directed that the Merger Proposal be submitted to a vote of the Company’s stockholders at the Special Meeting and (iv) subject to the terms and conditions of the Merger Agreement, resolved to recommend that the Company’s stockholders approve the Merger Proposal on the terms and subject to the conditions set forth in the Merger Agreement.

The Board unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

In evaluating the terms of the Merger Agreement and the transactions contemplated thereby, the Board consulted with Company management and the Company’s legal and financial advisors. In reaching its determinations and recommendations, the Board considered a number of factors, including the following factors (not necessarily in order of relative importance), which the Board viewed as being generally positive or favorable in coming to its determination and recommendation.

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In the course of its deliberations, the Board also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Merger Agreement, including (not necessarily in order of relative importance):

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The Board unanimously concluded that the uncertainties, risks and potentially negative factors relevant to the transactions contemplated by the Merger Agreement, including the Merger, were outweighed by the potential benefits.

In addition, the Board was aware of and considered the fact that some of the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the Company

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stockholders generally, including those interests that are a result of employment and compensation arrangements with Envestnet. For more information, please see the section entitled “The Merger—Interests of the Directors and Executive Officers of Envestnet in the Merger” beginning on page 74 of this Proxy Statement.

The foregoing discussion of material factors considered by the Board in reaching its conclusions and recommendation includes the principal factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the transactions contemplated by the Merger Agreement, including the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the Board based its decisions on the totality of the factors and information it considered, including discussions with, and questioning of, the Company’s management and its independent financial and legal advisors. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section includes statements that are forward-looking in nature and, therefore, should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26.

Opinion of Morgan Stanley

Envestnet retained Morgan Stanley to provide it with financial advisory services in connection with the Merger and to provide a financial opinion to the Board. Envestnet selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, and reputation and its knowledge of the business and affairs of Envestnet. On July 11, 2024, at a meeting of the Board, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion, dated July 11, 2024, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the Merger Consideration to be received by the holders of shares of Envestnet Common Stock (other than the holders of Excluded Shares or holders who are Parent Financing Sources or their affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Morgan Stanley delivered to the Board, dated as of July 11, 2024, is attached as Annex B to this Proxy Statement and is incorporated herein by reference in its entirety. You should read Morgan Stanley’s opinion carefully and in its entirety for a discussion of 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. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of shares of Envestnet Common Stock (other than the holders of Excluded Shares or holders who are Parent Financing Sources or their affiliates) of the Merger Consideration pursuant to the Merger Agreement as of the date of such opinion. Morgan Stanley’s opinion did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion did not in any manner address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to Envestnet, nor did it address the underlying business decision of Envestnet to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley expressed no opinion or recommendation to any holder of shares of Envestnet Common Stock as to how such holders should vote at the Special Meeting, or whether to take any other action with respect to the Merger.

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For purposes of rendering its opinion, Morgan Stanley, among other things:

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 Envestnet, and formed a substantial basis for its opinion. With respect to the Management Projections, Morgan Stanley assumed that each had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Envestnet of the future financial performance of Envestnet and are a reasonable basis upon which to evaluate the business and financial prospects of Envestnet. With respect to the Street Projections, at the direction of the Board, Morgan Stanley assumed that they were reasonable bases upon which to evaluate the business and financial prospects of Envestnet. Morgan Stanley expressed no view as to the Management Projections or the Street Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger 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, including, among other things, that the Parent will obtain financing in accordance with the terms set forth in the Commitment Letters and such financing is sufficient to consummate the Merger on the terms contemplated in the Merger Agreement, and that the definitive Merger Agreement and the Commitment Letters would not differ in any material respect from the drafts thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all

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the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, divestitures, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. 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 Envestnet and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley did not make any assessment of the status of any outstanding litigation involving Envestnet and excluded the effects of any such litigation in its analysis, and its analysis did not include any liability associated therewith. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Envestnet’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the holders of shares of Envestnet Common Stock in the transaction. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Envestnet, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to Envestnet, nor did it address the underlying business decision of Envestnet to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. 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, July 11, 2024. Events occurring after July 11, 2024 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Board, both provided as of July 11, 2024. The following summary is not a complete description of 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. 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 July 9, 2024, the second to last trading day prior to the date of Morgan Stanley’s opinion. 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. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis is not in itself a meaningful method of using the data referred to below.

In performing the financial analyses summarized below and in arriving at its opinion, at the direction of the Board, Morgan Stanley utilized and relied upon the Management Projections and the Street Projections, each of which were approved by management of Envestnet and the Board for Morgan Stanley’s use in connection with its financial analyses and which are described below. In addition, Morgan Stanley utilized and relied upon the number of issued and outstanding shares of Envestnet provided by management of Envestnet. For further information regarding the Management Projections, see the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement.

As used in this section, the following terms have the following meanings:

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Public Trading Comparables Analysis

In order to assess how the public market values shares of similar publicly traded companies, Morgan Stanley reviewed and compared specific financial and operating data relating to Envestnet with selected companies that, in Morgan Stanley’s professional judgment, share certain similar business characteristics with and have certain comparable operating characteristics, to those of Envestnet for purposes of this analysis (these companies are referred to as the “comparable companies”).

For the purposes of this public trading comparables analysis, Morgan Stanley calculated and analyzed, among other things, the following financial metrics of each of the comparable companies as of July 9, 2024:

The metrics for each of the comparable companies of Envestnet are summarized as follows:

Based on the analysis of the relevant metrics for each of the comparable companies, and the application of its professional judgment and experience, Morgan Stanley selected a reference range of financial multiples of the comparable companies and applied this range of multiples to the relevant Envestnet financial statistics (based on estimates for Envestnet’s 2024 Adj. EBITDA and 2025 Adj. EBITDA from the each of the May Projections and the Street Projections).

Based on the estimated number of fully diluted shares of Envestnet, as of July 8, 2024, as provided by Envestnet management and calculated using the treasury stock method, Morgan Stanley calculated the following ranges of the implied per share values of Envestnet Common Stock, each rounded to the nearest $0.25:

Morgan Stanley noted that the Merger Consideration to be received by the holders of shares of Envestnet Common Stock pursuant to the Merger Agreement is $63.15 per share of Envestnet Common Stock.

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No company utilized in the public trading comparables analysis is identical to Envestnet. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, which are beyond the control of Envestnet. These include, among other things, the impact of competition on the business of Envestnet and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Envestnet or the industry, or in the financial markets in general.

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms for selected transactions based on Morgan Stanley’s professional judgment and experience.

In connection with its analysis, Morgan Stanley compared publicly available statistics for 11 transactions involving target companies in the financial technology and services sector announced between February 2015 and April 2024 with an AV of at least $500 million. Morgan Stanley deemed these transactions to be comparable based on target industry, transaction size and transaction structure.

For purposes of the analysis of the precedent transactions, Morgan Stanley calculated and analyzed, among other things, the ratio of AV to the last 12 months’ (referred to as “LTM”) Adj. EBITDA of the target company.

The metrics for each of the precedent transactions are summarized as follows:

Based on the analysis of the relevant metrics for each of the precedent transactions, and upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of financial multiples of the precedent transactions and applied this range of multiples to the pro forma Adj. EBITDA for the 12 months ended June 30, 2024 of Envestnet under the May Projections with D&A Adjustment and No Initiatives Adjustment, which included pro forma adjustments to reflect the potential sale of the D&A Business and associated reduction in corporate expenses following such disposition as provided by Company management, as described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement. Morgan Stanley, as directed by Envestnet management, assumed that the estimated net proceeds from the potential sale of the D&A Business as provided by Envestnet management is added to Envestnet’s cash balance for the calculation of equity value.

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Based on the estimated number of fully diluted shares of Envestnet, as of July 8, 2024, as provided by Envestnet management and calculated using the treasury stock method, Morgan Stanley calculated the following ranges of the implied per share value of Envestnet Common Stock, rounded to the nearest $0.25:

Morgan Stanley noted that the Merger Consideration to be received by the holders of shares of Envestnet Common Stock pursuant to the Merger Agreement is $63.15 per share of Envestnet Common Stock.

No company or transaction utilized in the precedent transaction analysis is identical to Envestnet or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions, and other matters, which are beyond the control of Envestnet. These include, among other things, the impact of competition on the business of Envestnet or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Envestnet, the industry, or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value of such company’s potential future equity value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Envestnet Common Stock on a standalone basis based on the May Projections with D&A Adjustment and No Initiatives Adjustment as described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement.

To calculate these discounted fully diluted equity values, Morgan Stanley utilized estimated pro forma Adj. EBITDA of Envestnet for 2026 under the May Projections with D&A Adjustment and No Initiatives Adjustment, which included the pro forma adjustments to reflect the potential sale of the D&A Business and associated reduction in corporate expenses following such disposition as directed by Envestnet management, as described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement. Based upon the application of its professional judgment and experience, Morgan Stanley applied a range of AV to next 12 months’ (referred to as “NTM”) Adj. EBITDA (based on such multiples for the comparable companies in the public trading comparables analysis discussed above) to Envestnet’s estimated pro forma Adj. EBITDA for 2026 of $377 million in order to reach a future-implied fully diluted AV of Envestnet as of December 31, 2025. Morgan Stanley applied an AV to NTM Adj. EBITDA multiple range of 11.0x to 13.0x, to generate the undiscounted implied future fully diluted AV as of December 31, 2025. Morgan Stanley then calculated the undiscounted implied future fully diluted equity value as of December 31, 2025. In doing so, Morgan Stanley deducted estimated net debt (which took into account the estimated net proceeds from the potential sale of the D&A Business and minority investments (using the equity method or the cost method), in each case as provided by Envestnet management). Based on the estimated number of fully diluted shares of Envestnet, as of July 8, 2024, as provided by Envestnet management and calculated using the treasury stock method, Morgan Stanley calculated the undiscounted implied future fully diluted equity value per share as of December 31, 2025.

Morgan Stanley then discounted the resulting implied future fully diluted equity value per share to June 30, 2024, at a discount rate of 12.6%, which rate was selected by Morgan Stanley based on Envestnet’s estimated cost of equity, estimated using the capital asset pricing model method and utilizing a six percent (6%) market risk premium, a risk-free rate of 4.3% based on the 10-year U.S. Treasury yield as of July 9, 2024, and a 1.38

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predicted beta based on the U.S. long-term predicted beta as of April 15, 2024 (which was the day immediately prior to the release of the April Press Report). The results of this analysis are listed below, each rounded to the nearest $0.25:

Morgan Stanley noted that the Merger Consideration to be received by the holders of shares of Envestnet Common Stock pursuant to the Merger Agreement is $63.15 per share of Envestnet Common Stock.

Discounted Cash Flow Analysis

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 unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of Envestnet Common Stock as of June 30, 2024, based on estimates of future unlevered free cash flows for the third and fourth quarters of 2024 and fiscal years 2025 through 2028 contained in the May Projections with D&A Adjustment and 67% Initiatives Adjustment, as described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement. For the purposes of this analysis, unlevered free cash flow was calculated as pro forma Adj. EBITDA, which included the pro forma adjustments to reflect the potential sale of the D&A Business and associated reduction in corporate expenses following such disposition as directed by Envestnet management, less share-based compensation (which was treated as a cash expense for this purpose), less other cash -based expenses, less unlevered cash tax expense, less capital expenditure, plus or less change in net working capital.

The estimated unlevered free cash flows and the range of terminal values were then discounted to present value as of June 30, 2024 using mid-year discounting convention by applying a discount rate range of 10.3% to 11.9%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect Envestnet’s estimated weighted average cost of capital. Morgan Stanley calculated a range of terminal values for Envestnet based on a LTM Adj. EBITDA exit multiple range of 12.0x to 14.0x indicating an implied PGR of 6.2% to 7.1%, which was selected based on Morgan Stanley’s professional judgment and experience.

To calculate the implied equity value from the discounted cash flow analysis, Morgan Stanley then adjusted the discounted value of unlevered free cash flows and terminal value by subtracting gross debt of Envestnet as of June 30, 2024 of $893 million, adding estimated cash as of June 30, 2024 of $99 million, adding the value of minority investments (using the equity method or the cost method) as of June 30, 2024 of $108 million, as provided by Envestnet management, and adding the estimated net proceeds from the potential sale of the D&A Business as provided by Envestnet management. For purposes of the estimated cash balance as of June 30, 2024, Morgan Stanley, as directed by Envestnet management, used a preliminary cash balance as of June 30, 2024 of $99 million provided by Envestnet management, which reflected a downward adjustment to an estimated cash balance of $122 million as of June 30, 2024 by approximately $23 million to account for a temporary increase in cash due to timing of working capital changes. The implied equity values per share is based on the estimated number of fully diluted shares of Envestnet Common Stock, as of July 8, 2024, as provided by Envestnet’s management and calculated using the treasury stock method.

This analysis indicated a range of implied equity values per share of Envestnet Common Stock of $62.75 to $78.50, each rounded to the nearest $0.25. Morgan Stanley noted that the Merger Consideration to be received by the holders of shares of Envestnet Common Stock pursuant to the Merger Agreement is $63.15 per share of Envestnet Common Stock.

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Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion but were noted as reference data for the Board.

Illustrative Leveraged Buyout Analysis

For reference purposes only, Morgan Stanley performed an illustrative leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of Envestnet. Morgan Stanley assumed a transaction date of December 31, 2024 and a ratio of total debt to LTM Adj. EBITDA at the transaction date of 5.5x, which multiple was selected based on Morgan Stanley’s professional judgment and taking into consideration, among other things, Envestnet’s potential debt capacity and the corresponding leverage ratio implied in the Merger. In order to approximate a three- to five-year investment period commonly expected by a financial sponsor, Morgan Stanley assumed a subsequent exit transaction by the financial sponsor on December 31, 2028 with a valuation of the Company realized by the financial sponsor in such subsequent exit transaction based on a LTM Adj. EBITDA exit multiple range of 12.0x to 14.0x, which was selected based on Morgan Stanley’s professional judgment and experience. In preparing its analysis, Morgan Stanley relied upon the May Projections with D&A Adjustment and No Initiatives Adjustment, which included pro forma adjustments for the potential sale of the D&A Business and associated reduction in corporate expenses following such disposition as provided by Envestnet management, as described in the section entitled “The Merger—Projections” beginning on page 66 of this Proxy Statement. The implied acquisition price per share paid by the financial sponsor was based on a target range of internal rates of return for the financial sponsor of 17.5% to 22.5%, which range was selected based on Morgan Stanley’s professional judgment and taking into consideration, among other things, Morgan Stanley’s general knowledge as to targeted internal rates of return for financial sponsors in transactions similar to the Merger (without reference to specific precedent transactions). The approximate per share equity value range of Envestnet Common Stock implied by the illustrative leveraged buyout analysis based on the May Projections with D&A Adjustment and No Initiatives Adjustment is $50.00 to $65.75, rounded to the nearest $0.25.

Morgan Stanley noted that the illustrative leveraged buyout prices were presented for reference purposes only and were not relied upon for valuation purposes.

Historical Trading Prices

For reference purposes only, Morgan Stanley reviewed the historical trading ranges of shares of Envestnet Common Stock over the 52-week period ended on April 15, 2024 (which was the day immediately prior to the release of the April Press Report). Morgan Stanley noted that, for the 52-week period ended on April 15, 2024, the low and high close trading prices for shares of Envestnet Common Stock were as follows:

Morgan Stanley noted that the historical trading prices were presented for reference purposes only and were not relied upon for valuation purposes.

Equity Research Analysts’ Price Targets

For reference purposes only, Morgan Stanley reviewed the price targets for shares of Envestnet Common Stock prepared and published by seven equity research analysts as of July 9, 2024 and noted the range, each rounded to the nearest $0.25, was $56.00 per share to $78.00 per share. These forward price targets generally reflected each analyst’s estimate of the 12-month future public market trading price of shares of Envestnet Common Stock. Morgan Stanley then discounted such price targets to present value, for a one-year discount

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period, using a discount rate of 12.6% for Envestnet, to arrive at a range of $49.75 per share to $69.25 per share. The 12.6% discount rate was selected by Morgan Stanley based on Envestnet’s estimated cost of equity, estimated using the capital asset pricing model method and utilizing a six percent (6%) market risk premium, a risk-free rate of 4.3% based on the 10-year U.S. Treasury yield as of July 9, 2024, and a 1.38 predicted beta based on the U.S. long-term predicted beta as of April 15, 2024 (which was the day immediately prior to the release of the April Press Report).

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

Morgan Stanley noted that the equity research analysts’ price targets were presented for reference purposes only and were not relied upon for valuation purposes.

General

In connection with the review of the Merger Agreement and the transactions contemplated thereby 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 that it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all of the 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 Envestnet. In performing its analyses, Morgan Stanley made numerous judgments and assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions, and other matters, many of which are beyond the control of Envestnet. These include, among other things, the impact of competition on the business of Envestnet and the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of Envestnet or the industry, or 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, to the holders of the shares of Envestnet Common Stock (other than the holders of Excluded Shares or holders who are Parent Financing Sources or their affiliates) of the Merger Consideration pursuant to the Merger Agreement and in connection with the rendering of its oral opinion, subsequently confirmed by delivery of a written opinion, dated July 11, 2024, to the Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Envestnet Common Stock might actually trade following the consummation of the Merger or at any time.

The Merger Consideration to be received by holders of shares of Envestnet Common Stock pursuant to the Merger Agreement was determined by Envestnet and Parent through arm’s-length negotiations between Envestnet and Parent and was approved by the Board. Morgan Stanley provided advice to Envestnet during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to Envestnet or the Board or opine that any specific merger consideration constituted the only appropriate merger consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. In addition, Morgan Stanley expressed no opinion or recommendation to any holder of shares of Envestnet Common Stock as to how such holder should vote at the Special Meeting, or whether to take any other action with respect to the Merger.

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Morgan Stanley’s opinion and its presentation to the Board was one of many factors taken into consideration by the Board in deciding to consider, approve and declare the advisability of the Merger Agreement and the transactions contemplated thereby and to recommend the approval of the Merger by holders of shares of Envestnet Common Stock. Consequently, the analyses described above should not be viewed as determinative of the opinion of the Board with respect to the Merger Consideration pursuant to the Merger Agreement or of whether the Board would have been willing to agree to different merger 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.

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, 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 its customers, in debt or equity securities or loans of the Parent, Envestnet, Bain Capital, LP and certain of its majority-owned affiliates (collectively, the “Bain Related Entities”), BlackRock, Inc. and certain of its majority-owned affiliates (collectively, the “BlackRock Related Entities”), FMR LLC, Franklin Resources Inc., Ares Capital Management LLC and certain of its majority-owned affiliates (collectively the “Ares Related Entities”), State Street Corporation, Norwest Venture Partners and certain of its majority-owned affiliates (collectively the “Norwest Related Entities”) and Reverence Capital Partners and certain of its majority-owned affiliates (collectively the “Reverence Related Entities”) (the foregoing entities (other than the Parent and Envestnet) collectively are referred to as the “Parent Financing Sources”) or their respective affiliates or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with Envestnet in connection with the Merger, may have committed and may commit in the future to invest in private equity funds managed by the Bain Related Entities, the other Parent Financing Sources or their respective affiliates, or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in private equity funds managed by the Bain Related Entities, the other Parent Financing Sources or their respective affiliates.

Under the terms of its engagement letter, Morgan Stanley provided the Board with financial advisory services and a financial opinion described in this section and attached as Annex B to this Proxy Statement in connection with the Merger. Envestnet has agreed to pay Morgan Stanley for its services in connection with the Merger an aggregate fee, a significant portion of which is contingent upon the closing of the Merger, which is estimated, as of the date of this Proxy Statement, to be approximately $50 million (which we refer to as the “Morgan Stanley Transaction Fee”), $3 million of which was payable upon the rendering of a financial opinion to the Board, which will be credited against the Morgan Stanley Transaction Fee payable if the Merger is consummated. Envestnet has also agreed to reimburse Morgan Stanley for its reasonable expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Envestnet has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees, advisors and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages and liabilities relating to or arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates provided financial advisory and financing services to Envestnet and received aggregate fees of approximately between $5 million and $6 million for such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates (i) provided financial advisory and financing services for the Bain Related Entities and received aggregate fees of approximately between $30 million and $50 million for such services, (ii) provided financial advisory and financing services for BlackRock Related Entities and received aggregate

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fees of approximately between $5 million and $15 million for such services, (iii) provided financial advisory and financing services for FMR LLC and received aggregate fees of approximately between $2 million and $5 million for such services, (iv) provided financial advisory and financing services for Franklin Resources Inc. and received aggregate fees of approximately between $2 million and $5 million for such services, (v) provided financing services for Ares Related Entities and received aggregate fees of approximately between $10 million and $20 million for such services, (vi) provided financing services for State Street and received aggregate fees of approximately between $2 million and $5 million for such services, (vii) provided financing services for Norwest Related Entities and received aggregate fees of less than $2 million for such services, and (viii) provided financing services for Reverence Related Entities and received aggregate fees of less than $2 million for such services. As of the date of Morgan Stanley’s opinion, Morgan Stanley has been engaged for certain financial advisory services for Bain Related Entities and for a financing assignment for Ares Related Entities, in each case unrelated to the Merger, for which Morgan Stanley expects to receive customary fees if such transactions are completed. Morgan Stanley expects that such fees from the Bain Related Entities would be significantly more, in the aggregate, than the fees Morgan Stanley would receive from Envestnet in the Merger. Morgan Stanley expects that such fees from Ares Related Entities would be significantly less than the fees Morgan Stanley would receive from Envestnet in the Merger. Morgan Stanley may also seek to provide financial advisory and financing services to the Parent, Envestnet, the Bain Related Entities, the other Parent Financing Sources and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

As of the date of Morgan Stanley’s opinion, Morgan Stanley held an aggregate interest of between five percent (5%) and six percent (6%) in shares of Envestnet Common Stock, between zero percent (0%) and three percent (3%) in the common stock of certain Bain Related Entities, between ten percent (10%) and fifteen percent (15%) in the common stock of Canada Goose Holdings Inc., a publicly traded Bain Related Entity, between one percent (1%) and three percent (3%) in the common stock of certain Blackrock Related Entities, between one percent (1%) and two percent (2%) in the common stock of Ares Related Entities, between one percent (1%) and two percent (2%) in the common stock of State Street, less than one percent (1%) in the common stock of Franklin Resources Inc., and less than one percent (1%) in the common stock of certain Norwest Related Entities, which interests were held in connection with Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts or (iii) ordinary course trading activities, including hedging activities.

In addition, Morgan Stanley is a counterparty to Envestnet with respect to a capped call transaction entered into by Envestnet in connection with Envestnet’s issuance of its convertible notes due in 2027. The consummation of the Merger may result in the unwind of such derivative transaction and Envestnet or Morgan Stanley may be entitled to receive a net payment, in an amount to be calculated at the time of closing of the Merger.

Projections

Other than providing near term guidance in connection with its ordinary course earnings announcements, the Company does not, as a matter of course, make public projections as to future performance, earnings or other results due to, among other reasons, the inherent unpredictability of projections and their underlying assumptions and estimates, especially over longer periods of time. Although Company management periodically prepares, and the Board periodically evaluates, prospective financial information concerning its future performance as part of its annual financial planning process, Company management does not produce long-range financial projections in the ordinary course. Despite this general practice, in connection with the Board’s evaluation of strategic alternatives, including the continued execution of the Company’s strategy as a stand-alone public company or the possible sale of the Company to a third party, including pursuant to the Merger, Company management prepared certain non-public, unaudited prospective financial information with respect to fiscal years 2024 through 2028 (which we refer to generally as “long-range projections”) at the request of the Board.

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Preliminary Draft Projections

As further described in the section entitled “The Merger—Background of the Merger” beginning on page 36 of this Proxy Statement, Company management did not produce long-range financial projections in the ordinary course and, at the time the Board received the March Bain Proposal, the Company did not have any such long-range projections to provide to Morgan Stanley on which Morgan Stanley could perform preliminary financial analyses. As such, at the Board’s April 3, 2024 meeting, the Board directed Company management to prepare such long-range projections.

Company management prepared and reviewed with the Board initial preliminary draft long-range projections at the Board’s April 17, 2024 meeting (the “Preliminary Draft Projections”) which, due to the limited time available, were prepared by taking the 2024 annual budget that was approved by the Board as part of the Company’s annual planning cycle and updating the asset-based revenue for market values as of the end of the first quarter of 2024, then using a range of organic growth rate and profit margin assumptions for the forecast period, as well as other assumptions.

The Preliminary Draft Projections were not approved by the Board for use and reliance by Morgan Stanley in performing its financial analyses relating to the rendering of its fairness opinion, and the Management Projections (as defined below) were the only financial projections with respect to the Company used by Morgan Stanley in performing such financial analyses. However, the Preliminary Draft Projections were approved for use and reliance by Morgan Stanley in connection with certain ongoing preliminary financial analyses as described in the section entitled “The Merger—Background of the Merger” on page 36 of this Proxy Statement.

Management Projections

Based on feedback provided by the Board at the Board’s April 17, 2024 meeting and at subsequent meetings of the Board and in other discussions, Company management developed long-range projections for the Company, which were further revised to reflect developments in the Company’s business and the on-going process to divest the D&A Business.

A version of the long-range projections was discussed in detail at the Board’s May 30, 2024 meeting, as described in the section entitled “The Merger—Background of the Merger” beginning on page 36 of this Proxy Statement, (the “May Projections”). The May Projections reflected the following changes, among others, from the Preliminary Draft Projections: (i) actual results of the full first quarter of 2024, (ii) the inclusion of new initiatives of the Company and the revenue that would be contributed thereby which included an initial view on the probability of achieving the financial results forecasted to be generated by such new initiatives (the “New Initiatives Forecast”), (iii) updated forecasts with respect to the D&A Business (prior to the Company receiving the “round two” proposals for the D&A Business on June 12, 2024, as discussed in the section entitled “The Merger—Background of the Merger” beginning on page 36 of this Proxy Statement), (iv) a four percent (4%) market growth rate for asset-based revenue over the forecast period, based on discussion with and feedback from the Board, (v) forecasts with respect to stock-based compensation based on business segment and (vi) the Company’s strategic minority investments carried on its balance sheet. The May Projections were prepared by Company management and approved by the Board at the Board’s May 30, 2024 meeting for use and reliance by Morgan Stanley in connection with its ongoing financial analyses.

Following the Board’s May 30, 2024 meeting, Company management further reviewed the status of the Company’s new initiatives and the assumptions in the May Projections with respect to the probability of achieving the New Initiatives Forecast, and determined, and discussed with the Board at the Board’s June 21, 2024 meeting, that its best then-currently available estimate was to make an additional sixty-seven percent (67%) probability weighting of achieving the New Initiatives Forecast.

Following the Board’s June 21, 2024 meeting, and to incorporate the most recent views of Company management, to reflect the foregoing, Company management, at the direction of the Board, directed Morgan

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Stanley to use and rely on the May Projections, with such additional adjustments and assumptions as follows, in connection with its financial analysis and the opinion that Morgan Stanley rendered in connection with the Merger as described in the section entitled “The Merger—Opinion of Morgan Stanley” beginning on page 56 of this Proxy Statement:

The May Projections, the May Projections with D&A Adjustment and 67% Initiatives Adjustment and the May Projections with D&A Adjustment and No Initiatives Adjustment, collectively are referred to as the “Management Projections” (together with the Preliminary Draft Projections, the “Long-Range Projections”), which were approved by the Board for use and reliance by Morgan Stanley in connection with its financial analyses and fairness opinion as described in the section entitled “The Merger—Background of the Merger” beginning on page 36 of this Proxy Statement.

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Cautionary Note About the Long-Term Projections

The Long-Range Projections were not prepared with a view toward public disclosure and the summary thereof is not being included in this Proxy Statement to influence a stockholder’s decision with respect to the Merger, including whether to vote in favor of the Merger Proposal or any other proposals to be voted on at the Special Meeting and whether or not to seek appraisal rights with respect to their shares of Envestnet Common Stock in connection with the Merger. The Long-Range Projections may differ from published analyst estimates and forecasts.

The Long-Range Projections were not prepared with a view toward complying and do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles (“GAAP”) (and do not include footnote disclosures as may be required by GAAP). The Long-Range Projections included in this Proxy Statement have been prepared by, and are the responsibility of, the Company’s management. Neither KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, nor any other audit firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Long-Range Projections and, accordingly, neither KPMG nor any other audit firm has expressed an opinion or any other form of assurance with respect thereto. The KPMG report included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference in this Proxy Statement, relates to the Company’s historical financial information and does not extend to the Long-Range Projections and should not be read to do so.

The Long-Range Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of the Company management. For example, most of the Company’s revenue is currently and is expected to remain a variable percentage of assets managed or administered on its platform which are by their nature sensitive to overall changes in asset prices in the overall capital markets. Because the Long-Range Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the Long-Range Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control, including general economic conditions, competition and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26 of this Proxy Statement. The Long-Range Projections also reflect the assumptions as to certain business decisions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Long-Range Projections were prepared. In addition, the Long-Range Projections might be affected by the Company’s ability to achieve proposed initiatives, objectives and targets over the applicable periods.

The Long-Range Projections treat the Company on a stand-alone basis and without giving effect to, and as if the Company never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

There can be no assurance that the Long-Range Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Long-Range Projections in this Proxy Statement should not be regarded as an indication that the Company or any of its affiliates, advisors, officers, directors or representatives considered or consider the Long-Range Projections to be predictive of actual future events or events that have occurred since the date of such forecasts, and the Long-Range Projections should not be relied upon as such. The Company has not updated the Long-Range Projections to reflect Company management’s current views of the

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Company or the Company’s future financial performance and the Long-Range Projections should not be treated as guidance with respect to the projected results for any period. Neither the Company nor any of its affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ materially from the Long-Range Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Long-Range Projections to reflect circumstances existing after the date the Long-Range Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Long-Range Projections are shown to be in error. The Company does not intend to make publicly available any update or other revision to the Long-Range Projections, except as otherwise required by law, and neither the Company, Bain nor, after the consummation of the Merger, the Surviving Company, undertakes any obligation or otherwise to revise the Long-Range Projections after the date hereof, except to the extent required by law. Neither the Company, Bain, nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder of the Company or other person regarding the ultimate performance of the Company compared to the information contained in the Long-Range Projections or that the Long-Range Projections will be achieved. The Company has made no representation to Bain, Morgan Stanley or their respective affiliates, in the Merger Agreement or otherwise, concerning the Long-Range Projections. The Long-Range Projections are forward-looking statements, and are expressly qualified in their entirety by the risks and uncertainties identified above and in the cautionary statements contained in the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available on the SEC’s website at www.sec.gov.

Certain of the Long-Range Projections (including Adjusted EBITDA and Unlevered Free Cash Flow) are or may be considered non-GAAP financial measures. The non-GAAP financial measures used in the Management Projections were relied upon by the Board in connection with its evaluation of the Merger and, at the direction of the Board, by Morgan Stanley in connection with its financial analysis and the opinion that Morgan Stanley rendered in connection with the Merger as described in the section entitled “The Merger—Opinion of Morgan Stanley” beginning on page 56 of this Proxy Statement. There are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. 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. No reconciliation of non-GAAP financial measures in the Long-Range Projections to GAAP measures was created or used in connection with preparing the Long-Range Projections and no such reconciliation of non-GAAP financial measures in the Long-Range Projections to GAAP measures was relied upon by the Board in connection with its evaluation of the Merger, or by Morgan Stanley in connection with its financial analysis and the opinion that Morgan Stanley rendered in connection with the Merger as described in the section entitled “The Merger—Opinion of Morgan Stanley” beginning on page 56 of this Proxy Statement.

In light of the foregoing factors and the uncertainties inherent in the Long-Range Projections, stockholders are cautioned not to place undue, if any, reliance on the Long-Range Projections. Neither the Company, Bain nor any of their respective affiliates, advisors, or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Long-Range Projections.

A summary of the Preliminary Draft Projections and the Management Projections are presented below, with all figures presented in millions and rounded to the nearest million. The following summaries are not included in this Proxy Statement to induce any Company stockholder to vote in favor of approving the Merger Proposal or any other proposals to be voted on at the Special Meeting.

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Preliminary Draft Projections

The following tables summarizing the Preliminary Draft Projections include the unaudited prospective Unlevered Free Cash Flows of the Company as arithmetically derived by Morgan Stanley based on the Preliminary Draft Projections and assumptions provided by Company management. Neither the Preliminary Draft Projections nor the Unlevered Free Cash Flows derived therefrom were approved by the Board for reliance upon and use by Morgan Stanley in the rendering its fairness opinion to the Board or in performing its financial analysis in connection therewith. Morgan Stanley did not rely upon or use the Preliminary Draft Projections and the Unlevered Free Cash Flows derived therefrom in the rendering its fairness opinion to the Board or in performing its financial analysis in connection therewith. However, the Preliminary Draft Projections were approved for use and reliance by Morgan Stanley in connection with certain ongoing preliminary financial analyses as described in the section entitled “The Merger—Background of the Merger” on page 36 of this Proxy Statement.

3% Market Growth Scenario:

4% Market Growth Scenario:

5% Market Growth Scenario:

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Management Projections

The following tables summarizing the Management Projections reflect in (i) the May Projections with D&A Adjustment and 67% Initiatives Adjustment, an additional sixty-seven percent (67%) probability weighting of achieving the New Initiatives Forecast and (ii) the May Projections with D&A Adjustment and 67% Initiatives Adjustment and the May Projections with D&A Adjustment and No Initiatives Adjustment, the unaudited prospective Unlevered Free Cash Flows of the Company, in the case of each of (i) and (ii), as arithmetically derived by Morgan Stanley based on the May Projections and assumptions provided by Company management, which derivations were approved by the Board for reliance upon and use by Morgan Stanley in the rendering its fairness opinion to the Board and in performing its financial analysis in connection therewith. Morgan Stanley did not derive unaudited prospective Unlevered Free Cash Flows of the Company based on the May Projections other than as summarized in the following tables entitled “May Projections with D&A Adjustment and 67% Initiatives Adjustment” and the “May Projections with D&A Adjustment and No Initiatives Adjustment.”

May Projections:

May Projections with D&A Adjustment and 67% Initiatives Adjustment:

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May Projections with D&A Adjustment and No Initiatives Adjustment:

The Long-Range Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company incorporated by reference into this Proxy Statement.

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Interests of the Directors and Executive Officers of Envestnet in the Merger

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that directors and executive officers of Envestnet may have interests in the Merger that are or may be different from, or in addition to, your interests as a Company stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by Company stockholders. These interests include the following:

If the Merger Proposal is approved by Company stockholders, the shares of Envestnet Common Stock held by the directors and executive officers of Envestnet will be treated in the same manner as outstanding shares of Envestnet Common Stock held by all other Company stockholders entitled to receive the Merger Consideration.

Envestnet’s executive officers included in the summary below, all of whom, except Mr. Fox, were named executive officers during Envestnet’s fiscal year 2023, are:

Although Peter D’Arrigo, Envestnet’s former Chief Financial Officer, is no longer an executive officer of Envestnet as of the date of this filing, he served as an executive officer for a period of time during fiscal year 2023 and, therefore, is included in the summary below.

For purposes of this disclosure, Envestnet’s non-employee directors are:

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James Fox Second Amendment to Interim CEO Agreement

James Fox has been serving as Envestnet’s Interim Chief Executive Officer under an Interim Executive Agreement with Envestnet and its subsidiary, Envestnet Financial Technologies, Inc. (“EFT”), dated as of January 7, 2024, and amended as of March 14, 2024 (as amended, the “Interim CEO Agreement”). The Interim CEO Agreement provided for an initial six-month term, which may be extended for additional one-month periods at Envestnet’s discretion. Additionally, the Interim CEO Agreement provided Mr. Fox with a salary of $350,000 per month, of which twenty-five percent (25%) is paid in cash and the remainder of which is deferred and be paid in shares of Envestnet Common Stock, subject to vesting and to be delivered promptly following the end of the term of the Interim CEO Agreement, which vesting conditions were waived in connection with entering into the Merger Agreement. Mr. Fox has vested but deferred Envestnet Common Stock worth $1,575,000 as of the date hereof.

In connection with entering into the Merger Agreement, on July 11, 2024, Envestnet, EFT and Mr. Fox entered into a second amendment to the Interim CEO Agreement that provides that, effective as of the date of such amendment: (i) Mr. Fox’s salary will be paid in one hundred percent (100%) cash (in lieu of cash and shares of Envestnet Common Stock) and (ii) the term of the Interim CEO Agreement will be subject to automatic, rather than discretionary, extensions for additional one-month periods until the Effective Time, at which time it shall automatically terminate.

Separately, and unrelated to the Merger, in connection with the expiration of the initially contemplated term of Mr. Fox’s Interim CEO Agreement, the Compensation Committee of the Company Board has approved a $900,000 discretionary cash bonus to Mr. Fox pursuant to the terms of his agreement.

Treatment and Quantification of Envestnet Equity Awards

As of August 20, 2024 (which is the latest practicable date to determine the amounts included below before the filing of this proxy statement), certain of the Company’s directors and executive officers held Company Options, Company RSUs and Company PSUs (collectively, the “Company Equity Awards”), as set forth in the tables below. Amounts in the table below have been determined using the Merger Consideration of $63.15 per share.

Company Option Awards

Each Company Option held by a director or executive officer of Envestnet, whether vested or unvested, that is outstanding and unexercised as of the Effective Time, will be cancelled and converted into the right to receive a cash payment equal to (i) the excess, if any, of the Merger Consideration over the exercise price per share of Envestnet Common Stock subject to such Company Option as of the Effective Time, multiplied by (ii) the total

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number of shares of Envestnet Common Stock subject to such Company Option immediately prior to the Effective Time. Any Company Option that has an exercise price per share of Envestnet Common Stock that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time for no consideration. None of Envestnet’s directors or executive officers have been granted any Company Options on or after July 11, 2024.

Company RSU Awards

Each Company RSU held by a director or executive officer of Envestnet that is outstanding as of the Effective Time will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company RSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, a RSU Deferred Cash Award. Each RSU Deferred Cash Award will, subject to the holder’s continued employment or service through the applicable vesting dates, vest in accordance with the same vesting schedule as the underlying Company RSU (subject to any Acceleration Provisions) and will otherwise generally have the same terms and conditions as applied to the Company RSU for which it was exchanged. None of Envestnet’s directors or executive officers have been granted any Company RSU on or after July 11, 2024.

Company PSU Awards

Each Company PSU held by an executive officer of Envestnet that is outstanding as of the Effective Time, will be cancelled and converted into the right to receive (i) to the extent vested as of immediately prior to

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the Effective Time, a cash payment equal to (a) the Merger Consideration, multiplied by (b) the total number of shares of Envestnet Common Stock subject to such Company PSU immediately prior to the Effective Time and (ii) to the extent unvested as of immediately prior to the Effective Time, a PSU Deferred Cash Award. Each PSU Deferred Cash Award will, subject to the holder of such award’s continued employment or service on the last day of such performance period applicable to the Company PSU for which the Company PSU Deferred Cash Award was exchanged, vest at the same time as the underlying Company PSU (subject to any Acceleration Provisions) and will otherwise generally have the same terms and conditions as applied to the Company PSU for which it was exchanged. None of our executive officers have been granted any Company PSUs on or after July 11, 2024, and none of our directors hold Company PSUs. The numbers set forth in the table above reflect the number of shares of Envestnet Common Stock that would be deemed earned at the greater of target or actual performance as of the date hereof (resulting in PSUs being deemed earned at one hundred percent (100%) of target, other than 2024 PSUs being deemed earned at two hundred percent (200%) based on actual performance). Company PSUs are able to be earned at up to one hundred fifty percent (150%) of target (or, with respect to Company PSUs granted in 2024, at up to two hundred percent (200%) of target).

Retention Awards

In connection with the Merger, Envestnet may establish a cash-based retention bonus pool for designated employees with a maximum aggregate amount of $25 million. Retention bonuses are payable to designated employee participants fifty percent (50%) at the Effective Time and fifty percent (50%) on the 12-month anniversary of the Effective Time, in each case, subject to the participant’s continued employment through the applicable date, unless such participant’s employment is terminated by Envestnet without “cause” or due to “disability” or death, as such terms are defined in the retention award agreements (the “Retention Agreements”). In respect of its executive officers, Envestnet has entered into a Retention Agreement with each of Joshua Warren, Envestnet’s Chief Financial Officer, and Shelly O’Brien, Envestnet’s Chief Legal Officer, General Counsel and Corporate Secretary, pursuant to which each executive may receive a cash payment from Envestnet in the aggregate amounts of $1,000,000 and $900,000, respectively, subject to applicable taxes and withholdings.

Payments Upon Termination at or Following a Change in Control

Each of the Company’s executive officers is a party to an executive agreement with Envestnet and participates in the 2010 Long-Term Incentive Plan, 2024 Long-Term Incentive Plan and other applicable employee benefit plans, which may provide for potential payments to the Company’s executive officers in connection with a termination of employment. Each executive officer would be eligible to receive the following potential payments and benefits upon a termination of the executive officer’s employment by Envestnet without “cause” or, for certain executives, a resignation for “good reason,” as each such term is defined in the executive’s respective agreements, subject to each executive officer’s execution of a general release of claims:

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Each of our executive officers is also subject to restrictive covenants as a part of his or her executive agreement with Envestnet which provide that, during the course of each executive officer’s employment and for two years following the termination of his or her employment for any reason, each executive officer will not (i) compete with Envestnet, (ii) hire or engage any of Envestnet’s employees or individual consultants, (iii) solicit any of Envestnet’s employees, individual consultants, customers, suppliers, licensees or other business relations or (iv) make disparaging statements about Envestnet or any of its employees, customers, suppliers or licensees. In addition, each of our executive officers have agreed in their respective executive agreements that they will not improperly use or disclose any of Envestnet’s proprietary, trade secret or confidential information or disparage Envestnet or any of its affiliates at any time.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the Merger Agreement, the Company’s directors and officers will be entitled to certain ongoing indemnification. Please see the section entitled “Terms of the Merger Agreement — Indemnification and Insurance” beginning on page 106 of this Proxy Statement for a description of such ongoing indemnification and insurance coverage obligations.

For further information with respect to the arrangements between the Company and its executive officers, please see the information included under “The Merger — Interests of the Directors and Executive Officers of Envestnet in the Merger” beginning on page 74 of this Proxy Statement and “The Merger — Golden Parachute Compensation” beginning on page 79 of this Proxy Statement.

Arrangements with Parent

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

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Since July 11, 2024, Parent and its affiliates have had preliminary discussions with Thomas Sipp, Executive Vice President, Business Lines of Envestnet (who is not an executive officer), regarding Parent or its affiliates’ potential purchase of Mr. Sipp’s minority equity interests in the following companies: Fiduciary Exchange, LLC, Advisor Credit Exchange, LLC and HealthPilot Technologies, LLC. Such purchases may involve the issuance of equity in Parent or its affiliate in exchange for such interests. The Company also owns equity interests in these companies and is aware of such preliminary discussions. There is no assurance that parties will reach an agreement with respect to such transactions.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K promulgated by the SEC, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that may be paid or become payable to each of the Company’s named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. Under the applicable SEC rules, the Company’s named executive officers for this purpose are required to consist of our Interim Chief Executive Officer and the named executive officers for whom disclosures were required in Envestnet’s most recent proxy statement filed with the SEC, who are:

Peter D’Arrigo, former Chief Financial Officer, prior to his separation, served as a named executive officer during fiscal year 2023 and thus, has been included in the disclosure below, although he has no interest in the Merger (except insofar as he is a holder of shares of Envestnet Common Stock and Company PSUs).

The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger is consummated on August 20, 2024, and in the case of each named executive officer, that the named executive officer’s employment is terminated by the Surviving Company without cause.

In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

Golden Parachute Compensation

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Financing of the Transactions

Parent obtained equity and Debt Financing commitments for the Transactions, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger Consideration (including payments in respect of the Company’s outstanding equity-based awards payable in connection with the Closing pursuant to the Merger

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Agreement) and all related fees and expenses of Parent and Merger Sub (including in connection with the Debt Financing described below and giving effect to the “rollover” of certain stockholders’ equity as described under “Support and Rollover Agreements” below).

We anticipate that the total amount of funds necessary to pay the aggregate Merger Consideration (including payments in respect of the Company’s outstanding equity-based awards payable in connection with the Closing pursuant to the Merger Agreement) in the Merger is approximately $3.6 billion in cash.

Equity Commitment Letters

In connection with the financing of the Transactions, certain investment vehicles managed or advised by Bain and State Street Global Advisors and subsidiaries of or funds affiliated with Reverence Capital, Franklin Templeton and Norwest have committed, pursuant to the Equity Commitment Letters to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of $2,500,264,000, on the terms and subject to the conditions set forth in the Equity Commitment Letters.

Each Equity Commitment Letter provides, among other things, that: (i) Envestnet is a third-party beneficiary thereof solely in connection with Envestnet’s exercise of its rights related to specific performance under the Merger Agreement; and (ii) the applicable fund party to the Equity Commitment Letter will not oppose the granting of an injunction or an order of specific performance in connection with the exercise of such third-party beneficiary rights. Each Equity Commitment Letter may not be amended, modified or waived unless approved in writing by Parent, the applicable fund party thereto and Envestnet.

Limited Guarantees

Certain investment vehicles managed or advised by Bain and State Street Global Advisors and subsidiaries of or funds affiliated with Reverence Capital, Franklin Templeton and Norwest have each provided limited guarantees in favor of Envestnet, pursuant to such guarantor’s applicable Limited Guarantee, to guarantee, subject to certain limitations set forth in such Limited Guarantee, the payment of such guarantor’s pro rata share of the obligation of Parent to pay the Parent Termination Fee, certain indemnification obligations of Parent and Merger Sub and the reasonable out-of-pocket fees, cost and expenses incurred by Envestnet in connection with any suit contemplated by, and solely to the extent reimbursable under, the Merger Agreement and such Limited Guarantee, on the terms and subject to the conditions set forth in the Limited Guarantee. The obligations of each guarantor under its respective Limited Guarantee are subject to a Cap.

Subject to specified exceptions, each Limited Guarantee will terminate upon the earliest of:

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Debt Commitment Letters

In connection with the financing of the Transactions, RBC Capital Markets, BMO Capital Markets, Barclays, Goldman Sachs & Co. LLC, Ares Capital Management, funds managed by Blue Owl Capital and Benefit Street Partners, L.L.C. have committed to provide the Debt Financing in connection with the Merger consisting of a first lien term loan facility in an aggregate principal amount of up to $1,760,000,000, a second lien term loan facility in an aggregate principal amount equal of up to $375,000,000 and a revolving credit facility in an aggregate principal amount equal to $375,000,000, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated July 11, 2024.

Preferred Commitment Letter

In connection with the signing of the Merger Agreement, Ares Capital Management LLC committed, pursuant to the preferred equity commitment letter dated July 11, 2024, to capitalize an entity that directly or indirectly owns all of the equity interests issued by Parent, at or immediately prior to the Closing pursuant to the Merger Agreement, with an aggregate preferred equity contribution in an amount of $200,000,000, on the terms and subject to the conditions set forth therein. The preferred equity commitment was terminated on July 25, 2024, in connection with an increase to the equity commitment of certain investment vehicles managed or advised by Bain.

Support and Rollover Agreements

Concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to Parent’s and certain of its affiliates’ willingness to enter into the Merger Agreement, Parent, certain of its affiliates and the Company entered into support and rollover agreements with a subsidiary of BlackRock and with Fidelity. Under the support and rollover agreements, the applicable stockholders have agreed to vote or execute consents with respect to the Rollover Shares in favor of the Merger, subject to certain terms and conditions contained therein. In addition, the applicable stockholders have agreed to “rollover” their Rollover Shares into a nonvoting ownership interest in the indirect parent company of Parent. The Rollover Shares do not include any shares of Envestnet Common Stock held by Advisory Subsidiaries (as defined in the Schedule 13D filed by BlackRock on May 21, 2021 that relates to shares of Envestnet Common Stock) of BlackRock in their capacity as investment advisers to client accounts (including any additional shares of Envestnet Common Stock acquired by Advisory Subsidiaries after July 11, 2024).

Closing and Effective Time

The Closing will take place on the third business day following the satisfaction or waiver of all conditions to the Closing (described below under the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 105 of this Proxy Statement) (other than those conditions that by their terms are to be satisfied at the Closing) or such other time agreed to in writing by Parent and Envestnet; provided that, without the prior written consent of Parent, the Closing will not occur prior to November 25, 2024, the date that is 135 days following July 11, 2024, in order to obtain the Advisory Contract Client Consents.

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Accounting Treatment

The Merger will be accounted for as a “Business Combination” for financial accounting purposes.

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

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) whose shares of Envestnet Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion.

This discussion is limited to Company stockholders who hold their shares of Envestnet Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). In addition, this summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

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