Baldwin Insurance Group计划以每股32.50美元私有化，需多数股东投票支持

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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:

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

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PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION

October 15, 2026

Dear Stockholder of The Baldwin Insurance Group, Inc.:

You are invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of The Baldwin Insurance Group, Inc., a Delaware corporation (the “Company” or “us”), to be held on [ ], 2026, at [ ] Eastern Time. The Special Meeting will be conducted virtually. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting via live webcast on the Internet at [ ]. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

On September 14, 2026, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among the Company, The Baldwin Insurance Group Holdings, LLC, a Delaware limited liability company (“OpCo LLC”), Square Acquisition Parent, Inc., a Delaware corporation (“Parent”), Square Acquisition Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Square Acquisition Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC Merger Sub” and, collectively with Merger Sub, the “Merger Subs”), and the parties who execute the joinder thereto, pursuant to which, among other things, (a) LLC Merger Sub will merge with and into OpCo LLC (the “LLC Merger”), with OpCo LLC surviving the LLC Merger, (b) simultaneously with the LLC Merger, Merger Sub will merge with and into the Company (the “Company Merger” and, together with the LLC Merger, the “Initial Mergers”), with the Company surviving the Company Merger as a wholly owned subsidiary of Parent and (c) OpCo LLC will form a new, wholly owned limited liability company (“Seller LLC”), Seller LLC will form a new, wholly owned limited liability company (“Seller Intermediate”) and Seller Intermediate will form a new, wholly owned limited liability company (“Seller Merger Sub”) and, immediately following the Initial Mergers, the Surviving Corporation and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC (the “Second LLC Merger” and, together with the Initial Mergers, the “Mergers”). Parent is affiliated with Sequence AI Holdings, Inc. (“Sequence”) and DFO Private Investments, L.P. (“DFO”).

Concurrently with the execution of the Merger Agreement, certain stockholders of the Company and holders of OpCo LLC Units (collectively, the “Rollover Holders”) entered into Voting, Support and Rollover Agreements with Parent, pursuant to which, among other things, each such Rollover Holder agreed to vote or cause to be voted any shares of Company Common Stock owned or controlled by them in favor of adopting the Merger Agreement and, immediately prior to the consummation of the Initial Mergers and following the Closing Exchanges, to contribute to Square Acquisition Topco, LLC (“Topco”) a number of shares of Class A Common Stock in exchange for equity interests of Topco and/or to retain certain OpCo LLC Units. As of September 14, 2026, the Rollover Holders collectively agreed to contribute to Topco or retain, as applicable, approximately 7.3% of the outstanding shares of Company Common Stock (on an as-exchanged basis). As of September 14, 2026, the Rollover Holders collectively beneficially owned approximately 15.0% of the outstanding shares of Company Common Stock, consisting of Class B Shares and the corresponding OpCo LLC Units, which are subject to the voting obligations in connection with the Mergers, as described in the proxy statement. In addition, certain other members of the Company’s management have agreed to contribute or retain a portion of their shares of Company Common Stock or OpCo LLC Units if requested by the Company.

In connection with the Merger Agreement, (i) DFO has delivered to Parent the Equity Commitment Letter and (ii) DFO (together with Sequence, each, a “Sponsor” and, collectively, the “Sponsors”) has delivered the Limited Guarantee in favor of the Company guaranteeing certain payment obligations of Parent under the Merger Agreement.

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If the Mergers are completed, at the effective time of the Initial Mergers (the “Effective Time”), (a) each share of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain excluded shares, will be converted into the right to receive $32.50 per share in cash, without interest (the “Merger Consideration”), and (b) each share of Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock” and, together with the Class A Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges) will be cancelled and no payment will be made with respect thereto. At the Effective Time, each OpCo LLC Unit issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges), other than certain units that holders agreed not to exchange and to retain immediately prior to the Effective Time pursuant to the Rollover Agreements and other than excluded units (including OpCo LLC Units held by the Company and Topco and its subsidiaries), will be converted into the right to receive the Merger Consideration, and immediately following the Initial Mergers, the Second LLC Merger will convert the remaining OpCo LLC Units into units of Seller LLC, in each case as provided in the Merger Agreement.

The board of directors of the Company (the “Board”) formed a special committee comprised solely of disinterested and independent members of the Board, each of whom the Board in good faith determined to be disinterested and independent, including without limitation for purposes of Section 144 of the General Corporation Law of the State of Delaware (the “DGCL”) (such committee, the “Special Committee”), which, among other things, reviewed, evaluated and oversaw the negotiations by the Company of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, in consultation with its independent legal and financial advisors and, where appropriate, with Company management and the Company’s legal and financial advisors. The Special Committee unanimously determined that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of, the Company and its stockholders other than holders of Rollover Stock and stockholders who are parties to the Tax Receivable Agreement (the “Unaffiliated Stockholders”), recommended that the Board determine that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, approve and declare advisable the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, and, subject to approval by the Board, submit the Merger Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

The Board, following the recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement and transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, the Company and its stockholders, including the Unaffiliated Stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (3) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations contained therein and the consummation of the Mergers and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (4) directed that the Merger Agreement be submitted to a vote of the Company’s stockholders, and (5) recommended that the stockholders vote in favor of adoption of the Merger Agreement. The approval of the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”) requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of Company Common Stock, voting together as a single class and entitled to vote thereon (the “Requisite Company Vote”), assuming a quorum is present. The Requisite Company Vote is the only stockholder vote required for the transactions contemplated by the Merger Agreement, and no vote of the holders of OpCo LLC Units is required.

In addition to the Merger Agreement Proposal, at the Special Meeting, you will be asked to approve (1) one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”), which require the affirmative vote of a majority in voting power of the shares of Company Common Stock (voting together as a single class) present or represented by proxy at the Special Meeting and entitled to vote on the matter, assuming a quorum is present, and (2) the nonbinding, advisory proposal regarding certain compensation arrangements for the Company’s named executive officers in connection with the Mergers (the “Merger-Related Compensation Proposal”), which requires the affirmative vote of a majority in voting power of the shares of Company Common Stock (voting together as a single class) present or represented by proxy at the Special Meeting and entitled to vote on the matter, assuming a quorum is present.

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The Merger Agreement and the transactions contemplated thereby, including the Mergers, have been unanimously approved by the Board, following the recommendation of the Special Committee. The Board recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Mergers cannot be completed unless the Requisite Company Vote is obtained. A failure to vote your shares of Company Common Stock “FOR” the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that may be provided to you. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. To attend and participate in the Special Meeting online, visit [ ] and enter the control number included on your proxy card. If you hold your shares of Company Common Stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

Completion of the Mergers is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated by it, including the Mergers. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in this proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you.

If you have any questions or need assistance voting your shares of Company Common Stock, please contact Sodali & Co., the Company’s proxy solicitor in connection with the Special Meeting:

Sodali & Co.

430 Park Avenue, 14th Floor

New York, New York 10022

Call: [ ] (toll-free in North America)

[ ] (outside of North America)

Email: [@info.sodali.com]

Thank you in advance for your cooperation and continued support.

Sincerely,

Trevor Baldwin

Chief Executive Officer

The accompanying proxy statement is dated [ ], 2026, and is first being mailed to the Company’s stockholders on or about [ ], 2026.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY IT, INCLUDING THE MERGERS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY IT, INCLUDING THE MERGERS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION

Dear Stockholder of The Baldwin Insurance Group, Inc.:

You are cordially invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of The Baldwin Insurance Group, Inc., a Delaware corporation (the “Company” or “us”), to be held virtually via live webcast on the Internet at [ ], on [ ], [ ], 2026, at [ ] Eastern Time. There will be no physical location for the Special Meeting and you will not be able to attend the Special Meeting in person. If you plan to attend the Special Meeting online, please follow the instructions in the accompanying proxy statement. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement of which this notice forms a part.

The affirmative vote of the holders of a majority in voting power of the outstanding shares of the Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”) and the Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock” and, together with

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the Class A Common Stock, “Company Common Stock”), voting together as a single class and entitled to vote on the Merger Agreement Proposal at the Special Meeting, is necessary for approval of the Merger Agreement Proposal (the “Requisite Company Vote”), assuming a quorum is present. The Requisite Company Vote is the only stockholder vote required for the transactions contemplated by the Merger Agreement. The affirmative vote of a majority in voting power of the shares of Company Common Stock (voting together as a single class) present or represented by proxy at the Special Meeting and entitled to vote on the matter is necessary for approval of the Adjournment Proposal and the Merger-Related Compensation Proposal.

The record date for the Special Meeting is [ ], 2026 (the “Record Date”). Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Mergers are consummated, holders of record and beneficial owners of Company Common Stock who continuously hold or own shares of Company Common Stock through the Effective Time, who have not voted in favor of the adoption of the Merger Agreement and who properly demanded appraisal of their shares of Company Common Stock in accordance with, and who have otherwise complied with, Section 262 of the DGCL will be entitled to seek appraisal of their shares of Company Common Stock in connection with the Company Merger. Holders of record and beneficial owners must comply with all the requirements of Section 262 of the DGCL, which are summarized in the proxy statement accompanying this notice.

The Merger Agreement and the transactions contemplated thereby, including the Mergers, have been unanimously approved by the Board, following the recommendation of the Special Committee. The Board recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Mergers cannot be completed unless the Requisite Company Vote is obtained. A failure to vote your shares of Company Common Stock “FOR” the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope, or submit your proxy using the telephone or Internet procedures that may be provided to you. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. To attend and participate in the Special Meeting online, visit [ ] and enter the control number included on your proxy card. If you hold your shares of Company Common Stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement and the transactions contemplated thereby, including the Mergers. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in this proxy statement. If you have any questions concerning the Mergers or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company Common Stock, please contact the Company’s proxy solicitor:

Sodali & Co.

430 Park Avenue, 14th Floor

New York, New York 10022

Call: [ ] (toll-free in North America)

[ ] (outside of North America)

Email: [@info.sodali.com]

By Order of the Board of Directors,

Seth Cohen

General Counsel and Corporate Secretary

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SUMMARY TERM SHEET

The following summary highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that topic. See the section of this proxy statement titled “Where You Can Find More Information.”

Certain Defined Terms

In this proxy statement, we refer to The Baldwin Insurance Group, Inc. as the “Company,” “Baldwin,” “us,” “our,” “we” and, after the Company Merger, the “Surviving Corporation” and The Baldwin Insurance Group Holdings, LLC, as “OpCo LLC” and, after the LLC Merger, the “Surviving LLC,” and we use the following additional defined terms:

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Treatment of Class A Common Stock

If the Company Merger is completed, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Initial Mergers (the “Effective Time”) other than (A) shares held by the Company as treasury stock (other than shares of Class A Common Stock in an Employee Plan of the Company), (B) shares held by Topco or any of its Subsidiaries, including the Rollover Stock, (C) shares held by any Subsidiary of the Company and (D) shares that are held by holders of record or owned by beneficial owners of the Company who have not voted in favor of the adoption of the Merger Agreement (or consented thereto in writing) and who have properly demanded appraisal of such shares of Company Common Stock and who have otherwise complied with Section 262 (“Class A Dissenting Shares”), will be converted into the right to receive $32.50 in cash, without interest (the “Merger Consideration”). Rollover Stock will be contributed to Topco in exchange for Exchange Shares pursuant to the Rollover Agreements.

Treatment of Class B Common Stock

Prior to the Company Merger and conditioned upon immediate subsequent occurrence of the Effective Time, pursuant to the OpCo LLC Agreement and the terms and conditions set forth in the notice provided to holders of OpCo LLC Units by OpCo LLC (the “Closing Exchanges Notice”), holders of OpCo LLC Units (excluding the Company) will have the right to effect the Closing Exchanges, which will result in the automatic transfer for no consideration to the Company of a number of shares of Class B Common Stock (and OpCo LLC Units) held by such exchanging holder equal to the number of OpCo LLC Units so exchanged. Other than shares that are held by holders of record or owned by beneficial owners of such shares who have not voted in favor of the adoption of the Merger Agreement (or consented thereto in writing) and who have properly demanded appraisal of such shares of Company Common Stock and who have otherwise complied with Section 262 (“Class B Dissenting Shares,” and together with the Class A Dissenting Shares, “Dissenting Shares”), any remaining shares of Class B Common Stock issued and outstanding immediately prior to the Effective Time will be automatically cancelled and no payment will be made with respect thereto.

Treatment of OpCo LLC Units

Prior to the Company Merger, holders of OpCo LLC Units (other than the Company) will have the right to effect the Closing Exchanges, pursuant to which such holders may exchange OpCo LLC Units (and shares of Class B Common Stock) held by them for an equal number of shares of Class A Common Stock, in accordance with

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the OpCo LLC Agreement and the terms and conditions set forth in the Closing Exchanges Notice delivered by OpCo LLC to all holders of OpCo LLC Units at least five Business Days prior to the Closing. The Closing Exchanges will be consummated immediately prior to, and conditioned upon the immediate subsequent occurrence of, the Effective Time. Holders of OpCo LLC Units who are parties to the Rollover Agreements have agreed not to effect an Exchange with respect to their OpCo LLC Units and to retain such OpCo LLC Units immediately prior to the Effective Time (the “Retained Units”). In addition, immediately prior to the Initial Mergers and following the Closing Exchanges, certain stockholders of the Company who are parties to the Rollover Agreements will contribute their Rollover Stock to Topco in exchange for equity interests in Topco (the “Stockholder Rollover”).

At the Effective Time and following the Closing Exchanges, (i) each OpCo LLC Unit issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges), other than (A) each OpCo LLC Unit held by OpCo LLC, (B) each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company, (C) the Retained Units and (D) each OpCo LLC Unit held by any Subsidiary of OpCo LLC, will be converted into the right to receive the Merger Consideration, and all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive the Merger Consideration on the terms and conditions set forth in the Merger Agreement; and (ii) each OpCo LLC Unit held by OpCo LLC or by any Subsidiary of OpCo LLC, and each unit of LLC Merger Sub, will be canceled and will cease to exist without any conversion thereof, and no consideration will be delivered therefor.

Immediately following the Initial Mergers, the Company, as the surviving corporation as a wholly owned, direct Subsidiary of Parent (the “Surviving Corporation”) and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC in the Second LLC Merger, with OpCo LLC surviving as the Second Surviving LLC. At the Second Effective Time, each unit of Seller Merger Sub outstanding immediately prior to the Second Effective Time will be cancelled and converted into one OpCo LLC Unit, and each OpCo LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive one Seller LLC Unit. As of the Second Effective Time, all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive Seller LLC Units on the terms and conditions set forth in the Merger Agreement.

Treatment of Company Equity Awards

With respect to the outstanding equity awards of the Company, at the Effective Time, such awards will generally be treated as follows:

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Special Factors (page 24)

Background of the Mergers

A description of the background of the Mergers is included in the section of this proxy statement titled “Special Factors—Background of the Mergers.”

Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers

The Board formed the Special Committee, comprised solely of independent and disinterested directors, each of whom the Board in good faith determined to be disinterested and independent, including without limitation for purposes of Section 144 of the DGCL, and authorized and empowered the Special Committee to, among other things, (i) review, evaluate and oversee the negotiations by the Company with each interested party of any element of a potential strategic transaction involving the Company, including a potential take-private transaction involving the Company by one or more private equity sponsors, and any alternative strategic transactions with other parties (a “Potential Transaction”), (ii) oversee and supervise the negotiation by the Company of the terms and conditions of any definitive agreement with respect to a Potential Transaction (and any related agreements or documents) including any amendment to, compromise of, or early termination of, the Tax Receivable Agreement, (iii) determine and recommend to the Board (A) whether a Potential Transaction is advisable and fair to and in the best interests of the stockholders of the Company and (B) that the Board take other actions or consider other matters that the Special Committee may determine are necessary or advisable or appropriate with respect to any Potential Transaction, (iv) determine, in its sole discretion, to elect not to pursue a Potential Transaction, (v) take such other action relating to or arising in connection with any such transaction as the Special Committee deems necessary, appropriate or advisable, and (vi) approve any transaction (including, without limitation, any transaction resulting in a person becoming an “interested stockholder”) for purposes of Section 203 of the DGCL. The Special Committee unanimously (i) determined that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, (ii) recommended that the Board (A) determine that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, (B) approve and declare advisable the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, and (C) subject to approval by the Board, submit the Merger Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement. The Board, following the recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, on the terms and subject to the conditions set forth therein, are advisable, fair to, and in the best interests of, the Company and its stockholders, including the Unaffiliated Stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (3) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations contained therein and the consummation of the Mergers and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (4) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at a meeting of the Company’s stockholders and (5) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

The Merger Agreement and the transactions contemplated thereby, including the Mergers, have been unanimously approved by the Board, following the recommendation of the Special Committee. The Board, by a unanimous vote of the Company’s directors, recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal, and “FOR” the Merger-Related Compensation Proposal.

For a description of the material factors considered by the Special Committee and by the Board in deciding to recommend approval of the proposal to adopt the Merger Agreement, see the section of this proxy statement titled “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers.”

Position of the Parent Entities as to the Fairness of the Mergers; Purpose and Reasons of Parent Entities for the Mergers

The Company Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Parent Entities are required to express their purposes and reasons for the Mergers and their beliefs as to the

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fairness of the proposed Mergers to the Company’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act. For a description of the Parent Entities’ purposes and reasons for the Mergers, and their beliefs as to the fairness of the Mergers to the unaffiliated security holders, please see the section of this proxy statement titled “Special Factors — Position of the Parent Entities as to the Fairness of the Mergers — Position of the Parent Entities as to the Fairness of the Mergers” and “Special Factors — Purpose and Reasons of the Parent Entities for the Mergers — Purpose and Reasons of the Parent Entities for the Mergers”.

The Parent Entities believe that the Transactions are substantively and procedurally fair to the unaffiliated security holders of the Company. However, none of the Parent Entities has undertaken any formal evaluation of the fairness of the Mergers to the unaffiliated security holders or engaged a financial advisor for such purpose. The Parent Entities did not participate in the discussions or deliberations of the Board or the Special Committee regarding, nor have they received advice from the legal, financial or other advisors of the Board as to, the fairness of the Mergers. The belief of the Parent Entities as to the fairness of the Mergers is based on the factors discussed in the section of this proxy statement titled “Special Factors—Position of the Parent Entities as to the Fairness of the Mergers.”

Opinion of Perella Weinberg Partners LP

The Special Committee retained Perella Weinberg as financial advisor to the Special Committee in connection with a Potential Transaction. The Special Committee requested that Perella Weinberg evaluate the fairness from a financial point of view to the Unaffiliated Stockholders of the Merger Consideration to be received by such holders in the Company Merger pursuant to the Merger Agreement, and on September 13, 2026, Perella Weinberg rendered to the Special Committee the opinion of Perella Weinberg, which was subsequently confirmed in writing, that as of such date, and based upon and subject to, among other things, the various qualifications, assumptions and limitations set forth therein, the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Perella Weinberg’s written opinion dated September 13, 2026, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Perella Weinberg in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Perella Weinberg’s financial advisory services and opinion were provided for the information and assistance of the Special Committee in connection with and for purposes of its consideration of a Potential Transaction, and Perella Weinberg’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, of the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement. Perella Weinberg’s opinion did not address any other term or aspect of the Merger Agreement or the Mergers and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Mergers or otherwise act with respect to the Mergers or any other matter.

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

For more information, please see the section of this proxy statement titled “Special Factors– Opinion of Perella Weinberg Partners LP.”

Opinion of Ardea Partners LP

Pursuant to an engagement letter between the Company and Ardea, dated September 2, 2026, the Company retained Ardea as its financial advisor in connection with the Transaction. At a meeting of the Board held on September 13, 2026, representatives of Ardea rendered to the Board Ardea’s oral opinion, subsequently confirmed in a written opinion dated September 14, 2026 and delivered to the Board, to the effect that, as of the date of Ardea’s written opinion and based upon, and subject to, the assumptions made, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Ardea’s written opinion, dated September 14, 2026 (the “Ardea Opinion”), which sets forth the assumptions made, matters considered and qualifications and limitations, is attached as Annex C to

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this proxy statement and is incorporated herein by reference in its entirety. The summary of the Ardea Opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Ardea’s written opinion. Stockholders are urged to, and should, read the Ardea Opinion carefully and in its entirety. Ardea provided its advisory services and opinion for the information and assistance of the Board (in its capacity as such) in connection with its consideration of the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger and did not address any other term or aspect of the Merger Agreement or the Transaction, the underlying business decision of the Company to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company. Ardea’s opinion does not constitute a recommendation as to how any stockholders should vote with respect to the Transaction contemplated by the Merger Agreement or any other matter. For more information, please see the section of this proxy statement titled “Special Factors— Opinion of Ardea Partners LP.”

Certain Effects of the Mergers

At the Effective Time, each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration other than (A) shares of Class A Common Stock held by the Company as treasury stock (other than shares of Class A Common Stock in an Employee Plan of the Company) or by any Subsidiary of the Company, which will be canceled without consideration, (B) shares of Class A Common Stock held by Topco or any of its Subsidiaries, including the Rollover Stock, which will remain outstanding and will not be entitled to receive the Merger Consideration, and (C) Class A Dissenting Shares. Prior to the Company Merger, each holder of OpCo LLC Units (other than the Company) will have the right to exchange all of such holder’s outstanding OpCo LLC Units for an equal number of shares of Class A Common Stock in the Closing Exchanges, which shares of Class A Common Stock will then be converted into the right to receive the Merger Consideration at the Effective Time on the same basis as all other non-excluded shares of Class A Common Stock. In connection with the Closing Exchanges, each exchanging holder of OpCo LLC Units will automatically transfer to the Company, for no consideration, a number of shares of Class B Common Stock equal to the number of OpCo LLC Units so exchanged. Other than Class B Dissenting Shares, each share of Class B Common Stock that remains outstanding immediately prior to the Effective Time (after giving effect to the Closing Exchanges) will be canceled without conversion and without consideration.

Holders who are parties to the Rollover Agreements have agreed not to exchange their Retained Units and to contribute their Rollover Stock to Topco in exchange for equity interests in Topco. At the Effective Time and following the Closing Exchanges, by virtue of the LLC Merger: (i) each issued and outstanding OpCo LLC Unit, other than (A) each OpCo LLC Unit held by OpCo LLC, (B) each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company, (C) the Retained Units and (D) each OpCo LLC Unit held by any Subsidiary of OpCo LLC, will be converted into the right to receive the Merger Consideration, and all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive the Merger Consideration on the terms and conditions set forth in the Merger Agreement; (ii) each Retained Unit and each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company will remain outstanding and will not be entitled to receive the Merger Consideration; and (iii) each OpCo LLC Unit held by OpCo LLC or by any Subsidiary of OpCo LLC, and each unit of LLC Merger Sub, will be canceled without conversion and without consideration. Immediately following the Initial Mergers, the Surviving Corporation and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC in the Second LLC Merger, with OpCo LLC surviving as the Second Surviving LLC, and at the Second Effective Time each OpCo LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into one Seller LLC Unit. For a further discussion of the effects of the Mergers, see the section of this proxy statement titled “Special Factors—Certain Effects of the Mergers.”

Interests of Executive Officers and Directors of the Company in the Mergers

In considering the recommendation of the Board that the stockholders of the Company vote in favor of the adoption of the Merger Agreement, the Company’s stockholders should be aware that the executive officers and directors of the Company have certain interests in the Mergers that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Special Committee and the Board were aware of these interests and considered them, among other matters, in determining that the Merger Agreement and transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of, the Company and the

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Unaffiliated Stockholders, and in making their related recommendations, including the Board’s recommendation that the stockholders of the Company vote in favor of the adoption of the Merger Agreement. These interests include, among others, (i) the contribution of certain shares of Class A Common Stock and the retention of certain units held by a subsidiary of the Company (the “OpCo LLC Units”) held by certain stockholders, who are affiliated with certain directors of the Company, to Topco immediately prior to closing of the Mergers in exchange for equity interests in Topco, as contemplated by the Voting, Support and Rollover Agreements, (ii) the treatment of Company PSUs and Company RSAs under the Merger Agreement that are held by the executive officers and directors of the Company, (iii) the vesting, and in some cases forfeiture, of certain Company PSUs and Company RSAs held by the executive officers and directors of the Company, (iv) certain payments to certain executive officers and directors of the Company, including those affiliated with the Sponsors, under the TRA Amendment (as defined below), (v) the provision of indemnification and insurance arrangements in favor of executive officers and directors of the Company under the Merger Agreement and (vi) payments and benefits that certain of the Company’s executive officers would receive in connection with the Mergers, including as a result of a termination of such executive officers’ employment following the Mergers. These interests are discussed in more detail in the section of this proxy statement titled “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.”

Trevor Baldwin and L. Lowry Baldwin (collectively, the “Baldwin Parties”) have entered into Voting, Support and Rollover Agreements and agreed to, among other things, vote their shares in favor of the Merger Agreement Proposal and the Mergers and to retain certain OpCo LLC Units as Retained Units, which will be converted into Seller LLC Units in the Second LLC Merger.

Material U.S. Federal Income Tax Consequences of the LLC Merger and the Company Merger

Each of (i) the exchange by U.S. holders (as defined in the section of this proxy statement titled “Special Factors—Material U.S. Federal Income Tax Consequences of the Mergers”) of shares of Class A Common Stock for cash in the Company Merger and (ii) the exchange by U.S. holders of OpCo LLC Units (other than any such U.S. holder who participates in the Rollover) for cash in the LLC Merger is expected to be treated as a taxable transaction for U.S. federal income tax purposes. In addition, current or former holders of OpCo LLC Units may receive a Final TRA Payment (as defined below), all or a portion of which may relate to OpCo LLC Units a U.S. holder exchanges in the LLC Merger, and such portion is expected to be treated as additional consideration for the OpCo LLC Units exchanged by such U.S. holder in the LLC Merger.

All holders of OpCo LLC Units (and corresponding shares of Class B Common Stock, if any) and holders of shares of Class A Common Stock should consult with their own tax advisors as to the specific tax consequences of the Mergers and any related transactions to them in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws. In addition, each person who may receive a Final TRA Payment should consult with its own tax advisor regarding the U.S. federal income and other tax consequences to it of the receipt of a Final TRA Payment. See the section of this proxy statement titled “Special Factors—Material U.S. Federal Income Tax Consequences of the Mergers.”

Financing of the Mergers

The Merger Agreement is not conditioned upon receipt of financing by Parent or Merger Subs. We anticipate that the total amount of funds necessary to consummate the Mergers and the other transactions contemplated by the Merger Agreement, not including fees and expenses, will be approximately $7.7 billion, including the estimated funds needed to (a) pay the Merger Consideration due to holders of shares of Company Common Stock and OpCo LLC Units under the Merger Agreement; (b) make payments in respect of outstanding Company PSU Awards, Contingent PSU Cash Awards, Contingent RSA Cash Awards and Company Restricted Shares pursuant to the Merger Agreement; and (c) pay, redeem or otherwise terminate any outstanding net indebtedness of the Company as of Closing.

The Merger Agreement (page 98)

A summary of the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement, is described in the section of this proxy statement titled “The Merger Agreement.” Among other things, the Merger Agreement includes the following terms:

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Closing but subject to the following satisfaction or waiver of the closing conditions), including the adoption of the Merger Agreement by the stockholders, we anticipate that the Mergers will be completed in the first quarter of 2027. The Company cannot assure completion of the Mergers by any particular date, if at all.

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the section of this proxy statement titled “The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes—No Change of Recommendation—No Change of Recommendation Exceptions—Change of Recommendation and Termination Procedures.”

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to be funded as and when required under the Equity Commitment Letter in accordance with terms thereof. Under no circumstances will Parent or the Company be permitted or entitled to receive both specific performance that results in the occurrence of the closing of the Mergers and any monetary damages.

The Voting, Support and Rollover Agreements (page 119)

On September 14, 2026, certain stockholders of the Company or unitholders of OpCo LLC (the “Rollover Holders”), entered into the Voting, Support and Rollover Agreements with the Company, Parent and certain affiliates of Parent and solely for the purposes described therein. Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders agreed to, among other things, (i) contribute to Topco or retain approximately 7.3% of the outstanding shares of Company Common Stock, consisting of shares of Class A Common Stock and Class B Common Stock and the corresponding OpCo LLC Units; and (ii) vote or cause to be voted any shares of Company Common Stock or OpCo LLC Units owned by them: (1) in favor of (a) the adoption of the Merger Agreement and the approval of the Mergers and the other transactions contemplated by the Merger Agreement, (b) any proposal to adjourn or postpone the Special Meeting if the Company or Parent proposes or requests such adjournment or postponement in accordance with the Merger Agreement, (c) the adoption of any amendment to the Merger Agreement that does not (x) decrease the Merger Consideration or results in the imposition of any restriction on the Rollover Holder’s right to receive the Merger Consideration, (y) change the form of the Merger Consideration, or (z) otherwise result in a change that adversely and disproportionately affects the Rollover Holder relative to any other stockholders of the Company (any amendment that results in clauses (x) through (z), an “Adverse Amendment”), and (d) any other proposal necessary or desirable for the consummation of the Mergers; and (2) against (a) any Acquisition Proposal or Alternative Acquisition Agreement (or any action or proposal in furtherance thereof), (b) any action or agreement that would be reasonably likely to result in a material breach of the Merger Agreement or any of the conditions to Closing not being satisfied, and (c) any other action or agreement that is intended to, or could reasonably be expected to, materially delay, impede, interfere with, postpone, prevent or otherwise materially adversely affect the consummation of the Mergers or the other transactions contemplated by the Merger Agreement.

Additionally, the Rollover Holders have also agreed that from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement and the Effective Time, they will not and will cause their Affiliates and Representatives (as defined in the Merger Agreement) not to, directly or indirectly take any action that the Company or its subsidiaries or its or their Representatives (as defined in the Merger Agreement) would then be prohibited from taking under the no-shop provisions of the Merger Agreement as if such provisions applied to such Rollover Holder or that would otherwise cause the Company, its subsidiaries or any of their respective Representatives (as defined in the Merger Agreement) to violate such provisions.

Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders have agreed to contribute the Rollover Stock to Topco, immediately prior to and subject to the occurrence of the Effective Time, in exchange for newly issued common equity interests of Topco (the “Exchange Shares”), having an aggregate value equal to the value of the Rollover Stock and the same economic rights as the common equity interests issued to the Sponsors and their Affiliates in connection with the Closing. The Retained Units will remain outstanding following the LLC Merger and will not receive the Merger Consideration, and at the Second Effective Time will be converted into Seller LLC Units. At the Closing, Topco will indirectly contribute the Rollover Stock to Parent. The Rollover Holders and the other holders of Rollover Stock and Retained Units will not receive the Merger Consideration with respect to their Rollover Stock or Retained Units, and they will maintain an interest in the potential future earnings, growth or value realized by the Company after the Mergers.

Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders have agreed not to, directly or indirectly, transfer, assign, sell, gift-over, hedge or swap, pledge or otherwise dispose of, or enter into any other transaction transferring the economic or voting consequences of ownership, grant any proxy, power-of-attorney or other authorization or deposit into a voting trust, enter into any derivative arrangement or voting agreement or arrangement with respect to, or create or permit to exist any lien or encumbrance on, any shares of Company Common Stock or OpCo LLC Units owned by them. These restrictions are subject to certain permitted transfers, including to controlled affiliates and for estate-planning purposes. In addition, each Rollover Holder has agreed not to exchange any of its Retained Units for shares of Class B Common Stock. Any purported transfer made in violation of these restrictions will be null and void ab initio.

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The Voting, Support and Rollover Agreements will terminate upon the earliest to occur of (1) the valid termination of the Merger Agreement, (2) the Effective Time, (3) any Adverse Amendment (subject to five Business Days’ advance written notice and an opportunity to cure), or (4) the written consent of each of the Parties.

In addition, pursuant to the Rollover Commitment Letters, the form of which is attached as Exhibit (d)(3) to the Schedule 13E-3, certain other employees of the Company have agreed with the Company to, at the Company’s request, contribute or retain a certain portion of such persons’ shares of Company Common Stock and/or OpCo LLC Units in connection with the closing of the Mergers, in exchange for equity interests in Topco or OpCo LLC, as applicable.

TRA Amendment (page 121)

Under the terms of the Tax Receivable Agreement, a Change of Control (as defined under the Tax Receivable Agreement, which includes the occurrence of certain mergers and consolidations, including the Mergers) will result in all future payments under the Tax Receivable Agreement (including amounts payable with respect to OpCo LLC Units that are not yet exchanged as of the date of such Change of Control) to be calculated based on certain Valuation Assumptions (as defined under the Tax Receivable Agreement), including that the Company would have sufficient taxable income to utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. Concurrently with the execution of the Merger Agreement, the Company, OpCo LLC and certain Members constituting the Requisite Members (as defined in the Tax Receivable Agreement) entered into Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”) regarding the Company’s obligations to the Members pursuant to the Tax Receivable Agreement, pursuant to which each Member will receive the amount due to it under the TRA Amendment in cash by wire transfer of immediately available funds at the Effective Time reduced by any payments made to such Member under the Tax Receivable Agreement between the date of the TRA Amendment and the Effective Time (each, a “Final TRA Payment”), in full satisfaction of all amounts such Member is or would be entitled to receive under the Tax Receivable Agreement or the TRA Amendment. The aggregate Final TRA Payments are subject to an aggregate cap of $298,450,598. The Company believes that the aggregate Final TRA Payments represent a discount to the estimated aggregate early termination payments that would otherwise be payable to the Members under the Tax Receivable Agreement if the Company were to elect to terminate the Tax Receivable Agreement in accordance with its terms at the Effective Time. Upon payment of the Final TRA Payments, the Tax Receivable Agreement will terminate automatically and no Person will have any further rights or obligations thereunder. The TRA Amendment is contingent upon and conditioned on consummation of the Mergers, and will automatically terminate and be of no force and effect upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms and (b) any amendment to the Merger Agreement effected without the consent of the Requisite Members that decreases the amount of, or changes the form of, the Merger Consideration. Parent is an express third-party beneficiary of the TRA Amendment and may enforce it in all respects. For more information, see the section of the proxy statement titled “TRA Amendment.”

Parties to the Mergers (page 123)

The Company and OpCo LLC. The Baldwin Insurance Group, Inc., a Delaware corporation, is a holding company whose sole material asset is its ownership interest in The Baldwin Insurance Group Holdings, LLC (“OpCo LLC”). All of the Company’s business is conducted through OpCo LLC and its consolidated subsidiaries and affiliates. The Company is the sole managing member of OpCo LLC and is responsible for all operational, management and administrative decisions relating to OpCo LLC’s business. The Class A Common Stock is listed on Nasdaq under the symbol “BWIN.” OpCo LLC operates as an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial clients, conducting its business through three operating groups: Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions, and Mainstreet Insurance Solutions, and maintains approximately 125 offices across 24 states in the United States, representing over three million clients across the United States and internationally. These operating groups provide commercial risk management, employee benefits, private risk management, technology-enabled insurance products, personal and commercial insurance, and Medicare solutions to businesses and individuals, including high-net-worth individuals and their families. More information about the Company is available at www.baldwin.com.

Parent. Parent is a privately held Delaware corporation affiliated with Sequence. Parent was formed solely for the purposes of engaging in the Mergers. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Mergers. Parent’s principal executive offices are located at 300 Vesey Street, Suite 1230, New York, NY 10282, telephone number (312) 426-1140.

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Sequence. Sequence is a private holding company that acquires ambitious, established enterprises in the service economy and refounds them as market leaders. Sequence’s principal executive offices are located at 300 Vesey Street, Suite 1230, New York, NY 10282, telephone number (312) 426-1140.

DFO. DFO Private Investments, L.P., a Delaware limited partnership, is an affiliated investment entity of DFO Management, LLC, which manages the investment assets of Michael Dell, the founder, Chairman and Chief Executive Officer of Dell Technologies, and his family. The principal office address of DFO Private Investments, L.P. is c/o DFO Management, LLC, 550 Madison Avenue, 20th Floor, New York, NY 10022.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Mergers, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the section of this proxy statement titled “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See the section of this proxy statement titled “Where You Can Find More Information.”

The Company is soliciting proxies for the Special Meeting. You are receiving this proxy statement because you own Company Common Stock. The Company is holding the Special Meeting so that its stockholders may vote on the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal. Adoption of the Merger Agreement requires the Requisite Company Vote and is a condition to consummation of the Mergers. This proxy statement contains important information about the Mergers and the Special Meeting, and you should read it carefully. The Special Meeting will be held virtually via live webcast on the Internet at [  ]. You may attend and vote online by visiting [  ] and entering the control number included on your proxy card.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares of the Company Common Stock, please see the section of this proxy statement titled “The Special Meeting.”

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Common Stock will represent only the right to receive the Merger Consideration, unless a holder or beneficial owner thereof has properly demanded appraisal rights in accordance with, and has otherwise complied with, Section 262, and holders and beneficial owners will no longer have any interest in the Company’s future earnings, growth or value.

If the Mergers are completed, the Company’s Class A Common Stock will be delisted from NASDAQ, deregistered under the Exchange Act and cease to be publicly traded. The Company’s reporting obligations with respect to the Class A Common Stock under the Exchange Act will be terminated or suspended as applicable, and shares of the Class A Common Stock will represent only the right to receive the Merger Consideration unless appraisal rights are properly demanded in accordance with Section 262.

All holders of OpCo LLC Units (and corresponding shares of Class B Common Stock, if any) and holders of Class A Common Stock should consult with their own tax advisors as to the specific tax consequences of the Mergers and any related transactions to them in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws. In addition, each person who may receive a Final TRA Payment should consult with its own tax advisors regarding the U.S. federal income and other tax consequences to it of the receipt of a Final TRA Payment. See the section of this proxy statement titled “Special Factors—Material U.S. Federal Income Tax Consequences of the Mergers.”

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In the event that the Merger Agreement is terminated, then, under specified circumstances, the Company may be required to pay the Company Termination Fee of $170,334,000, and Parent may be required to pay the Parent Termination Fee of $276,218,000. See the section of this proxy statement titled “The Merger Agreement—Termination” for a discussion of the circumstances under which a termination fee is required.

If your shares of Company Common Stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares of Company Common Stock at the Special Meeting. You should follow the instructions provided by your bank, broker or other nominee to vote your shares of Company Common Stock at the Special Meeting. In order to attend and vote at the Special Meeting via the Special Meeting website, you will need to obtain a “legal proxy” from your bank, broker or other nominee. Please note that even if you plan to attend the Special Meeting, we recommend that you vote by Internet, telephone or mail, using the enclosed proxy card in advance, to ensure that your shares of Company Common Stock will be represented.

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If a quorum is not present at the Special Meeting, under the Company’s bylaws, (i) the person presiding at the Special Meeting and (ii) a majority in voting power of the shares of Company Common Stock present or represented by proxy will have the power to adjourn the Special Meeting until a quorum is present or represented, and may do so without further notice other than announcement at the Special Meeting of the time and place of the adjourned meeting.

As of the close of business on the Record Date, there were [  ] shares of Class A Common Stock outstanding and [  ] shares of Class B Common Stock outstanding.

For each of the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” An abstention, failure to vote or broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. A failure to vote or broker non-vote, if any, will have no effect on the Adjournment Proposal and the Merger-Related Compensation Proposal. An abstention will have the same effect as a vote “AGAINST” the Adjournment Proposal and the Merger-Related Compensation Proposal.

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Merger Agreement or necessary or desirable for the consummation of the Mergers and the other transactions contemplated by the Merger Agreement and the adjournment or postponement of any meeting of the Company’s stockholders in accordance with the Merger Agreement and against any action or agreement that would reasonably be expected to result in any of the conditions to the consummation of the Mergers under the Merger Agreement not being satisfied or fulfilled and refrain from soliciting or supporting other Acquisition Proposals. For more information, see the section of this proxy statement titled “The Voting, Support and Rollover Agreements.”

You should read the section of this proxy statement titled “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers” for a discussion of the factors that the Board considered in deciding to recommend the approval of the Merger Agreement. See also the section of this proxy statement titled “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.”

If you are a beneficial owner of the shares of Company Common Stock as of the Record Date, you will receive instructions from your bank, broker or other nominee that describe the procedures for voting your shares of Company Common Stock at the Special Meeting. You should follow the instructions provided by your bank, broker or other nominee to vote your shares of Company Common Stock at the Special Meeting. In order to attend and vote at the Special Meeting, you will need to obtain a “legal proxy” from your bank, broker or other nominee.

The control number located on your proxy card is designed to verify your identity and allows you to vote your shares of Company Common Stock and to confirm that your voting instructions have been properly recorded when submitting a proxy through the Internet or by telephone.

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Common Stock to be voted at the Special Meeting. If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed, dated and returned in the enclosed postage-paid reply envelope or otherwise filed with our Corporate Secretary no later than 11:59 p.m. Eastern Time on [  ], 2026, the day before the Special Meeting. You may also attend the Special Meeting and vote online. To attend and vote online, visit [  ] and enter the control number included on your proxy card. If you are a beneficial owner, please review the voting instructions provided by your bank, broker or other nominee for information on the deadline for voting your shares.

Additionally, your failure to vote will have the effect of counting as a vote “AGAINST” the Merger Agreement Proposal (assuming a quorum is present) and will have no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

Your bank, broker or other nominee will only be permitted to vote your shares of Company Common Stock if you instruct your bank, broker or other nominee as to how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares of Company Common Stock. Under the rules of Nasdaq, a bank, broker or other nominee does not have discretionary authority to vote on “non-routine” matters without specific instructions from its customers and all of the matters to be considered at the Special Meeting are “non-routine” for this purpose. When a bank, broker or other nominee refrains from voting your shares on a particular proposal because the bank, broker or other nominee has not received your instructions and has discretionary authority to vote on the “routine” matters to be considered, it is called a “broker non-vote.” Because there are no routine matters to be considered at the Special Meeting, there should not be any broker non-votes.

A failure to provide instructions to your bank, broker or other nominee with respect to any of the proposals will have (1) the effect of a vote “AGAINST” the Merger Agreement Proposal with respect to the Requisite Company Vote, assuming a quorum is present, and (2) no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal. In such instance, your shares will not be counted towards determining whether a quorum is present.

If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the proposals to be considered at the Special Meeting, your shares of Company Common Stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting.

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If you are a record holder of Company Common Stock and properly sign your proxy card but do not mark the boxes indicating how your shares of Company Common Stock should be voted on any particular matter, the shares of Company Common Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Company Common Stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

If your shares of Company Common Stock are held in “street name” by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on revoking your proxy.

Only your last submitted proxy will be considered. Please vote “FOR” each of the proposals, following the instructions in your proxy card or voting instructions form provided by your bank, broker or other nominee, as promptly as possible.

Unless special arrangements are made between you and the person to whom you sell or otherwise transfer your shares of Company Common Stock and each of you notifies the Company in writing of such special arrangements, you will have transferred the right to receive the Merger Consideration, if the Company Merger is completed, to the person to whom you sell or transfer your shares.

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(using the instructions provided in the enclosed proxy card) to ensure that your shares of Company Common Stock are represented and can be voted at the Special Meeting. To attend the Special Meeting online, visit [  ] and enter the control number included on your proxy card. If you hold your shares in “street name,” please refer to the instructions provided by your bank, broker or other nominee to see which of the above choices are available to you.

If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to the Company’s Investor Relations in writing at 4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607, or call us at (866) 279-0698. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

Sodali & Co.

430 Park Avenue, 14th Floor

New York, New York 10022

Call: [  ] (toll-free in North America)

[  ] (outside of North America)

Email: [@info.sodali.com]

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SPECIAL FACTORS

This discussion of the Mergers is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Mergers.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Mergers are completed, certain holders of the shares of Class A Common Stock (as fully described in the Merger Agreement) will have the right to receive the Merger Consideration.

Background of the Mergers

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the Board, the Special Committee, Company management, the Special Committee’s or Company’s financial advisor or legal advisor, the Parent Entities, the Baldwin Parties or any other of their respective financial advisors or legal advisors, their respective representatives or any other person.

The Board and senior management regularly review and assess the Company’s operations, performance, opportunities, prospects and strategic direction. In connection with such reviews and assessments, and with the assistance of legal and financial advisors, the Board and management have periodically considered potential strategic alternatives for the Company, including potential business combinations or other transactions, to strengthen the Company’s business and maximize stockholder value.

As part of such a regular review in the fourth quarter of 2025 and the first quarter of 2026, the Board and Company senior management identified certain significant headwinds faced by the Company, including uncertainty regarding the impact of artificial intelligence on the insurance distribution industry, the intensifying competition for talent, the disconnection between the valuation of publicly-traded insurance distribution companies and their private-market peers, the limited ability of the Company to undertake acquisitions while remaining at leverage levels tolerated by public market investors and the impact of the aforementioned factors on the trading price of the Company’s stock. In light of these headwinds, the Board instructed Ardea Partners LP (“Ardea”), the Company’s regular financial advisor, to prepare to assist the Company in reviewing its strategic alternatives.

The Board selected Ardea as its financial advisor based on, among other things, Ardea’s qualifications, experience and reputation and its familiarity with the Company and its business and the industry in which the Company operates. The Company subsequently entered into an engagement letter with Ardea on September 2, 2026 in connection with the Board’s evaluation of strategic alternatives. For a description of Ardea’s engagement, see the section of this proxy statement entitled “Special Factors—Opinion of Ardea Partners LP.”

In early April 2026, consistent with past practice, Mr. Trevor Baldwin, the Company’s Chief Executive Officer and a member of the Board, held a series of meetings with investors and financial sponsors (including Party A and Party D (each, as defined below)) to discuss the insurance distribution industry and the Company’s business.

On April 23, 2026, the Board held a regularly scheduled quarterly meeting by videoconference with members of the Company’s senior management and representatives of Ardea in attendance. At the meeting, representatives of Ardea provided the Board with a market update covering, among other things, how the market was currently valuing publicly traded insurance brokers lower relative to historical levels, the factors behind the sector-wide decline in trading multiples over the past several years, and the operational and talent recruitment challenges facing the Company and its competitors. Representatives of Ardea, at the request of the Board, also reviewed illustrative strategic alternatives the Company could consider in response to these trends, including (i) remaining focused on operational execution on the Company’s standalone plan, (ii) selling underperforming assets or (iii) a strategic transaction involving the Company. The Board directed Ardea to continue to further explore strategic alternatives that would be available to the Company. 

On May 20, 2026, the Board held a meeting by videoconference with members of Company senior management in attendance. The Board discussed the Company’s financial and talent outlook as well as share price performance, including the challenges faced by the Company. Mr. Trevor Baldwin updated the Board on the review of strategic alternatives being undertaken by the Company with the assistance of Ardea, and the Board discussed potential next steps in connection therewith, including outreach to potentially interested parties. The Board expressed its support for further exploring strategic alternatives and authorized Company management, with the assistance of Ardea and Davis Polk, to negotiate non-disclosure agreements with an approved list of financial

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investors and to populate a data room so that the Company would be in a position to proceed efficiently if the Board determined to commence a formal process to explore a potential strategic transaction. Following the meeting, Ardea contacted a list, approved by the Board, of twenty-two potential financial investors on behalf of the Company through June 20, 2026 (with twenty-five potential financial investors contacted by Ardea throughout the sale process).

Commencing on May 26, 2026, the Company negotiated non-disclosure agreements (“NDAs”) with twenty-four financial investors in connection with a potential transaction involving the Company.

On June 5 and June 10, 2026, the Board held a meeting (with directors attending either session depending on their availability) by videoconference with representatives of Ardea, Davis Polk & Wardwell LLP, the Company’s outside legal counsel (“Davis Polk”), and members of Company senior management in attendance. Representatives of Ardea provided an update on trading conditions and broader market dynamics, as well as recent transactions in the insurance distribution industry. Representatives of Ardea then reviewed with the Board the potential list of parties that would be likely to have the interest and capability to execute a strategic transaction involving the Company, which was focused on large-cap private equity firms and other financial investors with relevant sector expertise and capital capacity. The Board discussed whether or not it was in the best interest of the Company to include potential strategic counterparties in such a process due to several factors, including the view of Company management that a leak that indicated the Company was considering a sale to a strategic counterparty would cause irreparable harm to the Company as a result of talent flight. The Board ultimately determined not to include strategic counterparties in the outreach at such time in light of this significant downside, but indicated that it may revisit that decision in the future. The Company management then reviewed with the Board the Company’s five-year long-range plan and an illustrative private-market opportunity case based on such long-range plan, which included certain modifications to the underlying assumptions that would only be applicable or achievable if the Company ceased to be a public company, and discussed the key drivers of value that potential bidders would attribute to the Company. For more information, see the section of this proxy statement entitled “Special Factors—Unaudited Prospective Financial Information of the Company.” A representative of Davis Polk then reviewed the directors’ fiduciary duties under Delaware law in connection with the review of strategic alternatives. Following further discussion, the Board determined to continue exploring strategic alternatives, including a potential sale transaction, in order to determine whether a transaction may be available that would reasonably be expected to maximize value for stockholders, and instructed Ardea and Company management to commence a confidential process to gauge interest in a strategic transaction from an approved list of financial investors, including those financial investors with which the Company had entered into or was then negotiating non-disclosure agreements.

On June 9, 2026, Michael Lee, the Chief Executive Officer and Co-Founder of Sequence, met with Trevor Baldwin for lunch to discuss developments in the insurance distribution industry generally. No terms of a potential acquisition of the Company (including any rollover, management compensation or treatment of the Tax Receivable Agreement) were discussed.

On June 12, 2026, Mr. Lee and other representatives of Sequence met with representatives of DFO to discuss various potential transactions that Sequence was considering, including an acquisition of the Company. Following these discussions, representatives of DFO expressed an interest in exploring a potential joint acquisition of the Company by Sequence and DFO.

On June 14, 2026, Mr. Lee contacted Trevor Baldwin to express the Sponsors’ interest in acquiring the Company, including the merits of such a transaction from Sequence’s perspective.

On June 17, 2026, Sequence and DFO entered into a mutual non-disclosure agreement for the purpose of exchanging confidential information about a potential transaction involving the Company.

On June 18, 2026, a representative of DFO spoke with Trevor Baldwin to reiterate the Sponsors’ interest in acquiring the Company, including the merits of such a transaction from DFO’s perspective.

Also on June 18, 2026, the Company’s strategic review process became known to the public when media reports indicated that the Company was evaluating strategic alternatives, including a potential take-private transaction (the “June 18 Leak”). The Company’s unaffected closing stock price for shares of Class A Common Stock as of June 17, 2026 was $17.33 per share.

Commencing on June 20, 2026, the Company provided twenty-four financial investors and certain of their representatives with access to a virtual data room to review non-public due diligence information relating to the

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Company. In total, Ardea contacted twenty-five potential financial investors on behalf of the Company. Of the twenty-five parties contacted, twenty-four executed non-disclosure agreements, which contained customary “standstill” provisions relating to a potential bidder’s consideration of a transaction of this type and size but permitted each party to make a confidential proposal directly to the Company and terminated upon the announcement of the Mergers. 

On June 21, 2026, Sequence executed a non-disclosure agreement with the Company that expressly permitted information sharing with DFO, and Sequence and DFO were subsequently provided with access to the data room.

During the weeks of June 22 and June 29, 2026, and extending into July, members of the Company’s management held in-person meetings with twenty potential bidders in New York City. Representatives of the Sponsors attended a management presentation with representatives of the Company on June 25, 2026. Three additional potential bidders that were financial investors were contacted between late June and July and met with management in mid-July, bringing the total number of parties that met with management to twenty-two. Diligence materials were provided over the following month (including via a virtual data room) and several parties held follow-up discussions with management on selected topics.

On July 8, 2026, the Company sent the active bidders a first round process letter requesting the submission of an initial bid no later than July 27, 2026, and detailing the terms of such bids. In addition, the first round process letter provided that (i) no discussion should be had with beneficiaries of the Tax Receivable Agreement regarding the Tax Receivable Agreement unless approved by the Board or a committee thereof and (ii) no discussion should be had regarding post-closing employment or other related matters unless approved by the Board or a committee thereof.

On July 15, 2026, the independent directors of the Board held a meeting by videoconference with representatives of Davis Polk, which was attended by Joe Kadow, Barbara Matas, Myron Williams, Sunita Parasuraman, Jay Cohen and Ellyn Shook. Chris Sullivan was unable to attend the meeting. Representatives of Davis Polk reviewed with the independent directors their fiduciary duties under Delaware law and the application of those duties in connection with the Company’s review of strategic alternatives, including a potential take-private transaction involving a financial sponsor. The independent directors present discussed the potential conflicts that could arise in connection with such a transaction, including the possibility that certain members of management and the Board could be requested or required by the financial sponsor to roll over a portion of their equity interests in the Company and/or OpCo LLC in a take-private transaction, as well as potential conflicts arising from the Tax Receivable Agreement, including that Trevor Baldwin and L. Lowry Baldwin, the chairman of the Board, could receive significant payments under the terms of the Tax Receivable Agreement and the possibility that the bidders would require the Tax Receivable Agreement to be amended or terminated in connection with such a strategic transaction. The independent directors acknowledged that there was no certainty that any such conflicts would arise but that, in light of the potential that they could arise following receipt of indications of interest from the bidders, it would be prudent to form, in due course, a committee of independent and disinterested directors to review and oversee any such conflicts. Prior to the meeting, Davis Polk had circulated the merger agreement auction draft (as defined below) to the Board for review.

On July 16, 2026, following further correspondence, the Board authorized sharing the merger agreement auction draft with the then-active potential bidders.

Commencing on July 17, 2026, following the Board’s authorization, representatives of Davis Polk made available to the then-active potential bidders an initial draft of the Merger Agreement (the “merger agreement auction draft”). The merger agreement auction draft provided for, among other things, a go-shop period, a termination fee payable by the Company under certain circumstances equal to 2% of the fully diluted equity value of the transaction (or 1% in connection with a termination to enter into an agreement with respect to a superior proposal with a party that submitted a qualifying proposal during the go-shop period or with any party prior to the end of the go-shop period) and termination fees payable by the acquiror upon a termination for the acquiror’s breach or failure to close or upon a termination in certain circumstances where regulatory approvals had not been obtained, in each case equal to 8% of the fully diluted equity value of the transaction. On July 23, 2026, the Board held a meeting with representatives of Ardea, Davis Polk, and members of Company senior management in attendance. Representatives of Ardea, together with Company senior management, provided the Board with an update on the review of strategic alternatives ahead of the deadline for initial indications of interest of July 27, 2026. Representatives of Ardea and Company senior management confirmed that, despite the June 18 Leak, neither the

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Company nor Ardea had received any expressions of interest from strategic counterparties. The Board then discussed whether or not to proactively contact potential strategic counterparties to determine if they would be interested in a strategic transaction involving Company and weighed the benefit of doing so against the risks identified by management, including the sustained detrimental impact on retention that, in Company management’s view, would likely occur from any leak that the Company was in discussions with a strategic acquiror. After further discussion, and taking into account Company management’s perspective as well as the fact that the Company had not received any inbound strategic interest following the June 18 Leak, the Board determined not to contact any such strategic acquirors at such time. Representatives of Davis Polk then reviewed with the Board the potential conflicts that could present themselves in the strategic review process in light of the potential that bidders may request a rollover by members of Company management, including members of the Board, and other existing stockholders and considerations relating to the Tax Receivable Agreement, including the potential for an amendment, settlement, termination or other action with respect to the Tax Receivable Agreement. Following these discussions, and further discussions regarding the independence and ability of each of the proposed members of the special committee to serve as an independent and “disinterested director” under Section 144 of the DGCL, the Board determined to establish a special committee of independent and disinterested directors consisting of Mr. Kadow, Mr. Cohen, Mr. Sullivan, Ms. Matas and Ms. Shook (the “Special Committee”), each of whom the Board determined in good faith to be disinterested and independent, including without limitation for purposes of Section 144 of the DGCL with respect to a potential strategic transaction involving the Company, including a potential take-private transaction involving the Company by one or more financial investors and any alternative strategic transactions with other parties (each, a “Potential Transaction”). The Board resolutions authorized and empowered the Special Committee to, among other things, (i) review, evaluate and oversee the negotiations by the Company with each interested party (and its representatives) of any element of the Potential Transaction and to oversee and supervise the negotiation by the Company of the terms and conditions of any definitive agreement with respect to a Potential Transaction, including any amendment to, compromise of, or early termination of, the Tax Receivable Agreement, (ii) determine and recommend to the Board (a) whether a Potential Transaction is advisable and fair to and in the best interests of the stockholders of the Company and (b) that the Board take other actions or consider other matters that the Special Committee may determine are necessary or advisable or appropriate with respect to any Potential Transaction, (iii) determine, in its sole discretion, to elect not to pursue a Potential Transaction, (iv) take such other action relating to or arising in connection with any such transaction as the Special Committee deems necessary, appropriate or advisable, and (v) approve any transaction (including, without limitation, any transaction resulting in a person becoming an “interested stockholder”) for purposes of Section 203 of the DGCL. The Board resolutions also provided that the Board would not authorize, approve or proceed with, or recommend, a Potential Transaction without a prior favorable recommendation by the Special Committee.

On July 24, 2026, the Special Committee held a meeting by videoconference to interview two legal advisors, including Potter Anderson & Corroon LLP (“Potter Anderson”), to serve as the Special Committee’s independent legal advisor, and two investment banks, including Perella Weinberg Partners LP (“Perella Weinberg”), to serve as the Special Committee’s independent financial advisor. Each of the legal advisors and the investment banks interviewed provided an overview of their qualifications, experience, and expertise with respect to similar assignments. After discussion, the Special Committee determined to engage Potter Anderson as its independent legal advisor in connection with its evaluation of a Potential Transaction. An engagement letter for Potter Anderson to serve as the independent legal advisor to the Special Committee was subsequently executed on July 29, 2026. The Special Committee also unanimously selected Mr. Kadow to serve as the Chair of the Special Committee.

On July 25, 2026, the other investment bank interviewed by the Special Committee provided a customary relationship disclosure memorandum to the Special Committee, indicating, among other things, that since January 1, 2024, such investment bank had not been engaged to provide any investment banking services directly to the Company or Mr. Trevor Baldwin or Mr. L. Lowry Baldwin.

On July 26, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson. The Special Committee and representatives of Potter Anderson discussed the interviews with the two investment banks, the fee proposals from the two investment banks, potential modifications to the quantum of fees and fee structures initially proposed by the two investment banks, and the industry experience, qualifications, and expertise of each of the investment banks. The Special Committee and representatives of Potter Anderson also discussed the composition of the Special Committee and that the Special Committee should also separately confirm the Board’s determination that each member of the Special Committee qualified as a “disinterested director” under Section 144 of the DGCL.

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On July 27, 2026, the deadline for bidders to provide initial indications of interest, six potential bidders, including the Sponsors, as well as five financial investors, referred to herein as “Party A,” “Party B,” “Party C,” “Party D” and “Party E,” submitted written non-binding offers to acquire all of the outstanding equity interests of the Company (collectively, the “Round 1 Bids”). The Sponsors submitted the highest bid at $31.75 per share (the “Sponsor Initial Bid”), with an implied equity value of approximately $4.472 billion and an enterprise value of approximately $7.679 billion. Party A submitted a proposal offering $28.50 per share, Party B submitted a range of $24.00 to $27.00 per share, Party C submitted a range of $25.00 to $27.00 per share structured as a co-investment conditioned on partnering with a lead acquiror, Party D submitted a proposal at $25.00 per share and Party E submitted a proposal at $24.00 per share.

The Sponsor Initial Bid indicated that (i) the Sponsors expected significant rollover participation from key members of management and key employees, including Mr. L. Lowry Baldwin and Mr. Trevor Baldwin, and (ii) DFO would provide an equity commitment for any required equity financing. The bid also assumed that the Tax Receivable Agreement would be accelerated, ascribing $368 million to the resulting termination payment, subject to negotiation with its key stakeholders, and contemplated that the equity financing for the transaction would include approximately $1.25 billion of preferred equity to be issued to DFO. The Sponsor Initial Bid was not subject to a financing condition.Among other things, it was conditioned on confirmatory due diligence and significant rollover participation from Mr. L. Lowry Baldwin and Mr. Trevor Baldwin, key members of Company management and key employees. The Sponsor Initial Bid included a merger agreement issues list that proposed, among other things, adding insurance regulatory approvals as a closing condition, eliminating the go-shop (but providing a customary non-solicit period to permit the consideration of “superior proposals” after execution of a definitive transaction agreement) and the Parent regulatory termination fee, and setting both the Company and Parent termination fees at 4% of fully diluted equity value. Party A’s Round 1 Bid included a markup of the merger agreement auction draft, and each of the other Round 1 Bids other than Party C’s included either a markup of the merger agreement auction draft or a merger agreement issues list.

Also on July 27, 2026, Perella Weinberg provided a customary relationship disclosure memorandum to the Special Committee, indicating, among other things, that during the preceding two years Perella Weinberg had not been engaged to provide any investment banking services directly to the Company or Mr. Trevor Baldwin or Mr. L. Lowry Baldwin.

On July 28, 2026, Mr. Sullivan informed Mr. Kadow that he had determined, out of an abundance of caution, to resign from the Special Committee due to possible professional relationships with certain financial investors that could be counterparties to the Company in a Potential Transaction and his professional relationships with Mr. L. Lowry Baldwin and Mr. Trevor Baldwin. Beginning on July 28, 2026, all references to the “Special Committee” in this proxy statement reference the Special Committee comprised of Mr. Kadow, Mr. Cohen, Ms. Matas and Ms. Shook. 

Also on July 28, 2026, the Special Committee held a meeting by videoconference with a representative of Potter Anderson. The Special Committee and the representative of Potter Anderson discussed the terms of each of the revised fee proposals from the investment banks and their impressions and observations of each of the financial advisor candidates. After further discussion, the Special Committee determined to engage Perella Weinberg as its independent financial advisor in connection with a Potential Transaction based upon, among other things, its qualifications, experience, and expertise. An engagement letter for Perella Weinberg to serve as the independent financial advisor to the Special Committee was subsequently executed on August 7, 2026.

On July 29, 2026, the Board held a meeting by videoconference, with representatives of Ardea, Perella Weinberg, Potter Anderson, and Davis Polk, as well as members of Company management, in attendance. Representatives of Ardea reviewed each of the Round 1 Bids with the Board, noting that each Round 1 Bid other than Party C’s assumed early termination of the Tax Receivable Agreement in connection with the transaction. Party C’s Round 1 Bid instead assumed that the Tax Receivable Agreement would remain outstanding following the transaction and that the obligations under it would be satisfied over time. Representatives of Ardea then discussed with the Board that the Sponsors and Party A had noted that they expected a significant equity rollover by the Company’s current management and other employees. The Board then discussed the Round 1 Bids and determined to invite the Sponsors, Party A and Party B to continue into a second round and instructed Ardea to communicate the same to the bidders.

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Between July 2026 and August 2026, members of Company management held follow-up diligence sessions and management presentations with, and responded to diligence questions from, representatives of the Sponsors, Party A and Party B. 

On August 5, 2026, representatives of Latham & Watkins LLP, outside legal counsel to Sequence (“Latham”), and Davis Polk had a call to discuss the merger agreement auction draft, the Sponsor Initial Bid and related structuring considerations.

On August 6, 2026, Perella Weinberg provided an updated customary relationship disclosure memorandum to the Special Committee addressing each of the potential counterparties that submitted a Round 1 Bid, indicating, among other things, that during the preceding two years Perella Weinberg had not been engaged to provide any investment banking services to Sequence or DFO.

On August 7, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Perella Weinberg. At the outset of the meeting, without the representatives of Perella Weinberg in attendance, a representative of Potter Anderson reviewed Perella Weinberg’s relationship disclosure memoranda with respect to the Company, Mr. Trevor Baldwin and Mr. L. Lowry Baldwin and the potential counterparties to a Potential Transaction with the members of the Special Committee. After discussion with the representatives of Potter Anderson, the Special Committee determined that none of the relationships disclosed by Perella Weinberg presented a material conflict of interest for Perella Weinberg and therefore would not impair Perella Weinberg’s ability to serve as the Special Committee’s independent financial advisor. Following discussion, the Special Committee confirmed the engagement of Perella Weinberg to serve as the Special Committee’s independent financial advisor. With the representatives of Perella Weinberg then in attendance, representatives of Potter Anderson reviewed with the Special Committee the independence and disinterestedness of each Special Committee member. Each Special Committee member confirmed that it was his or her belief that each Special Committee member was independent and disinterested with respect to a Potential Transaction, subject to confirmation that certain investments by Ms. Matas were not material to her, which was subsequently confirmed by the Special Committee. The Special Committee also discussed its compensation with representatives of Potter Anderson. Following such discussion, the Special Committee determined to fix its compensation as follows: (a) effective as of July 23, 2026 and until the earlier of the signing of a Potential Transaction or the disbandment of the Special Committee (i) each Special Committee member (other than the Chair) would receive a monthly fee of $20,000 and (ii) the Chair of the Special Committee would receive a monthly fee of $25,000, and (b) following the signing of a Potential Transaction, if applicable, the Special Committee would determine the appropriate compensation at that time. The Special Committee subsequently determined to extend this compensation through the stockholder vote on the Mergers and to revisit their compensation thereafter. The representatives of Perella Weinberg then reviewed with the Special Committee the Round 1 Bids and updated the Special Committee on next steps in connection with a Potential Transaction for the three bidders remaining in the process—the Sponsors, Party A and Party B. The representatives of Perella Weinberg and Potter Anderson then provided an overview of the terms of the Tax Receivable Agreement, discussed potential pathways to securing a higher price per share in a Potential Transaction by way of the Tax Receivable Agreement and reviewed how tax receivable agreements have been treated in certain selected precedent transactions. The Special Committee and its advisors also discussed the potential impact any negotiations for a concession on the Tax Receivable Agreement could have on the ability to secure the rollover that was expected to be required by the remaining bidders.

On August 10, 2026, representatives of Latham and Sullivan & Cromwell LLP, outside legal counsel to DFO (“S&C”), delivered to representatives of Davis Polk a markup of the merger agreement auction draft on behalf of the Sponsors, which provided for, among other things, no go-shop period, a termination fee payable by the Company under certain circumstances equal to 4% of the fully diluted equity value of the transaction, a Parent termination fee equal to 4% of the fully diluted equity value of the transaction and more limited regulatory efforts obligations for Parent.

Between August 11, 2026 through August 13, 2026, representatives of the Sponsors met with representatives of the Company at the Company’s headquarters in Tampa, Florida for due diligence meetings and additional management presentations. Based upon prior directions from the Company, the representatives of the Sponsors and the Company did not discuss any rollover of equity interests or the treatment of the amounts payable pursuant to the Tax Receivable Agreement at these meetings or until authorized by the Board on September 4, 2026.

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On August 19, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Perella Weinberg and Davis Polk. The representative of Davis Polk provided an update on the process and the remaining interested bidders, potential timeline, and next steps.

The Special Committee discussed with its advisors and Davis Polk a request from the remaining bidders to meet with the Company’s senior management regarding the remaining bidders’ general approach to management retention and compensation and its rollover requirements, and the benefits and considerations of permitting members of the Company’s senior management team to meet with the remaining bidders. The representative of Davis Polk also discussed that Company management had requested that the Company agree to pay the fees of Jamieson Corporate Finance US LLC (“Jamieson”), as a consultant for management, and Katzke Miller & Morgenbesser LLP (“KMM”), as legal counsel for management. After the representative of Davis Polk departed the meeting and after further discussion among the Special Committee and its advisors, the Special Committee approved members of senior Company management meeting and engaging in discussions with the remaining bidders prior to the submission of second round bids for a Potential Transaction regarding the remaining bidders’ general approach to management retention and compensation and its rollover requirements, on the condition that representatives of Perella Weinberg and Ardea also attend each meeting and that management not engage in any negotiation of the terms or conditions of a Potential Transaction. The Special Committee also approved Company management’s request to pay the fees of Jamieson and KMM. Next, the representatives of Perella Weinberg reviewed with the Special Committee the composition of the beneficiaries under the Tax Receivable Agreement and provided an overview of certain illustrative examples of how certain concessions with respect to the Tax Receivable Agreement would affect each group of beneficiaries, based on a preliminary model prepared by the Company’s tax advisors regarding the value of the estimated tax benefits and Early Termination Payments (as defined in the Tax Receivable Agreement). The participants at the meeting also discussed the proposed process for the second-round bids and how the bid letter should instruct bidders to treat the Tax Receivable Agreement for purposes of such bids. After further discussion, the Special Committee determined that, for purposes of their second-round bids, it was appropriate for the bidders to assume that the Tax Receivable Agreement would be terminated early and accelerated but that the bid letter should also indicate that the ultimate treatment of the Tax Receivable Agreement in connection with a Potential Transaction would be subject to the Special Committee’s approval. The representatives of Potter Anderson then provided a high-level overview of the draft merger agreement prepared by Davis Polk and proposed to be submitted to the remaining bidders.

Later on August 19, 2026, the revised draft of the merger agreement was distributed to the Sponsors and Party A. The revised draft provided for, among other things, no go-shop period, no regulatory termination fee, a Company termination fee equal to 2.5%, and a Parent termination fee equal to 7%, in each case of the fully diluted equity value of the transaction. Representatives of Ardea also made available to the Sponsors, Party A and Party B a second-round process letter setting a final bid deadline of September 1, 2026 and encouraging each bidder to provide any comments on the Merger Agreement and drafts of its financing commitment documents by August 26, 2026. The process letter also requested that each bidder prepare its offer on the basis that the Tax Receivable Agreement would be terminated early, with the value thereof calculated on the basis of information provided in the data room. The process letter further specified that (i) the ultimate treatment of the Tax Receivable Agreement in connection with the transaction would be subject to the approval of the Special Committee, (ii) no discussion should be had with beneficiaries of the Tax Receivable Agreement regarding the Tax Receivable Agreement unless approved by the Special Committee and (iii) no discussion should be had regarding post-closing employment, rollover or other related matters unless approved by the Special Committee.

On August 21, 2026, representatives of Party B informed representatives of Ardea that Party B was unable to increase its price materially above the upper end of the range set forth in its Round 1 Bid. Following this discussion and at the direction of the Company, representatives of Ardea informed Party B that Party B would no longer be prioritized in the process.

On August 24, 2026, representatives of Latham and S&C delivered to representatives of Davis Polk a draft of the equity commitment letter and limited guarantee. Thereafter until the signing of the Merger Agreement on September 14, 2026, Latham and S&C, on one hand, and Davis Polk, on the other hand, exchanged drafts of the equity commitment letter and limited guarantee.

On August 25, 2026, representatives of Latham and S&C delivered to representatives of Davis Polk a revised draft of the Merger Agreement on behalf of the Sponsors that, among other things, proposed a Company termination

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fee equal to 4% and a Parent termination fee equal to 5%, in each case of the fully diluted equity value of the transaction, a standard for regulatory efforts that would not require the Sponsors to make concessions that would constitute a burdensome condition, and left the treatment of the Tax Receivable Agreement subject to further discussion by the parties.

On August 26, 2026, representatives of the Sponsors and representatives of the Company, including representatives of the financial advisors to the Special Committee and the Company, met in person in New York City to discuss the Proposed Transaction. Also on August 26, representatives of Latham and S&C delivered an initial draft of the debt commitment letter for the transaction to representatives of Davis Polk. Thereafter until the signing of the Merger Agreement on September 14, 2026, Latham and S&C, on one hand, and Davis Polk, on the other hand, exchanged drafts of the debt commitment letter.

On August 27, 2026, representatives of Davis Polk delivered a further revised draft of the Merger Agreement to Latham and S&C that, among other things, maintained the Company’s proposed 2.5% Company termination fee and 7% Parent termination fee and proposed that Parent accept broader regulatory efforts obligations with respect to the Company and its subsidiaries.

Also on August 27, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Perella Weinberg. The representatives of Perella Weinberg provided an update on the progress made by each of the remaining bidders and Company management’s preliminary meetings with the Sponsors and Party A.

On August 29, 2026, Party A’s legal counsel delivered to representatives of Davis Polk a revised draft of the Merger Agreement on behalf of Party A, which, among other things, proposed a Company termination fee equal to 3.5% and a Parent termination fee equal to 5.75%, in each case of the fully diluted equity value of the transaction.

On August 31, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Perella Weinberg. Representatives of Perella Weinberg reviewed with the Special Committee Perella Weinberg’s preliminary financial analysis of the Company, which included, among other things, an analysis of selected publicly traded comparable companies and an analysis of selected precedent transactions. Representatives of Perella Weinberg noted that Perella Weinberg’s preliminary financial analysis of the Company would be updated to include a discounted cash flow analysis following receipt of certain requested information from the Company. The representatives of Perella Weinberg also reviewed the Projections (as defined below), which had been approved by the Board for use by Perella Weinberg and which Perella Weinberg had used for its preliminary financial analyses. The Special Committee and representatives of Perella Weinberg then discussed the Projections and Perella Weinberg’s preliminary financial analyses. The Special Committee and its advisors discussed negotiating strategies for the Tax Receivable Agreement in light of the preliminary financial analyses presented by Perella Weinberg.

Also on August 31, 2026, following discussions with representatives of Latham and S&C regarding approvals that may be required in connection with the proposed transaction, representatives of Davis Polk provided a draft written consent from Holders (as defined in the Stockholders Agreement) of a majority of the shares of Class B Common Stock (the “Stockholders Agreement Consent”), approving and consenting to the transactions contemplated by the Merger Agreement, including the Mergers, for purposes of Section 1.01 of the Stockholders Agreement.

On September 1, 2026, the Sponsors and Party A submitted final proposals to representatives of the Company (collectively, the “Round 2 Bids”). The Sponsors’ final proposal (the “Sponsor 2^nd Bid”) maintained their offer price of $31.75 per share in cash. That price represented an approximately 83% premium to the Company’s unaffected closing price of $17.33 on June 17, 2026 (the last day before media reports indicated that the Company was evaluating strategic alternatives, including a potential take-private transaction). The proposal implied a total equity value of approximately $4.487 billion, calculated on a fully diluted basis, and a total enterprise value of approximately $7.695 billion, and continued to contemplate approximately $1.25 billion of preferred equity to be issued to DFO as part of the equity financing for the transaction. The proposal stated that it was not subject to any financing condition or further due diligence. The proposal assumed that the Tax Receivable Agreement would be accelerated and terminated in connection with the transaction, and ascribed a liability upon acceleration of approximately $368 million to the resulting termination payment, while noting that the Sponsors expected to discuss this treatment once the approval described above was obtained. The proposal also contemplated significant rollover participation by Mr. L. Lowry Baldwin and Mr. Trevor Baldwin, key members of management and key employees,

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with rollover equity to be economically pari passu with the Sponsors’ common equity investment. The proposal did not specify the amount of rollover equity, the participating holders or any other detailed rollover terms, which the Sponsors proposed to discuss with those holders, with the permission of the Special Committee and the Board, before signing the Merger Agreement.

The Sponsors also submitted with their final proposal a proposed final form of the Merger Agreement and stated that they were prepared to accept a Company termination fee equal to 3.8% and a Parent termination fee equal to 5.25%, in each case of the fully diluted equity value. In addition, the Sponsors’ proposal included a draft form of voting, support and rollover agreement to be entered into by certain stockholders of the Company and holders of OpCo LLC Units, pursuant to which each signing holder would agree to vote all shares of Company Common Stock held by such holder in favor of the adoption of the Merger Agreement, to waive appraisal rights and not to transfer shares held by such holder before the closing of the transaction. The draft agreement also contemplated that such holders would contribute a certain amount, to be agreed, of their shares of Class A Common Stock (and/or retain OpCo LLC Units) in exchange for equity in an affiliate of the Sponsors’ acquisition vehicle or equity at OpCo LLC. The draft agreement did not include the amounts to be rolled over or any other terms of the rollover equity. Thereafter until the signing of the Merger Agreement on September 14, 2026, Latham and S&C, on one hand, and Davis Polk, on the other hand, exchanged drafts of the Merger Agreement and confidential disclosure schedules, and the parties continued to negotiate the terms of the transaction. 

Party A’s final proposal provided for a price of $28.50 per share in cash, an approximately 64.5% premium to the Company’s unaffected closing price of $17.33 on June 17, 2026 (the last day before the June 18 Leak). The proposal indicated that it was not subject to a financing contingency or further due diligence and ascribed a liability upon acceleration of approximately $322 million to the Tax Receivable Agreement, to be settled at closing. Party A’s final bid was conditioned on committed equity rollover of at least $350 million from certain key management stockholders. Party A also submitted a revised draft of the Merger Agreement and requested exclusivity through September 11, 2026.

On September 2, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Perella Weinberg, and Davis Polk. Representatives of Davis Polk provided an overview of the Round 2 Bids, including an overview of the draft transaction documents submitted with each bid and the material remaining open items therein. After the representatives of Davis Polk departed the meeting, the representatives of Perella Weinberg reviewed Perella Weinberg’s preliminary discounted cash flow analysis of the Company and a discussion ensued regarding Perella Weinberg’s preliminary financial analyses in light of the purchase prices offered in the Round 2 Bids. The Special Committee and representatives of Perella Weinberg further discussed potential next steps with respect to the treatment of the Tax Receivable Agreement and the impact any such treatment may have on the purchase price for a Potential Transaction and on potential rollover participation, including that the payments due under the Tax Receivable Agreement would likely be utilized to help incentivize beneficiaries to participate in the required rollover. The representatives of Perella Weinberg also reviewed various alternatives to potentially increase value for the Company’s stockholders in a Potential Transaction, including requesting that the beneficiaries of the Tax Receivable Agreement agree to a range of possible concessions, including a discounted Early Termination Payment.

Later on September 2, 2026, the Board held a meeting by videoconference, with members of Company management and representatives of Ardea, Davis Polk, Potter Anderson and Perella Weinberg in attendance. Representatives of Ardea reviewed the Round 2 Bids with the Board, including the price, financing structure and rollover requirements of each, and noted that the Sponsors’ proposed financing plan continued to contemplate $1.25 billion of preferred equity in addition to debt financing. Representatives of Davis Polk reviewed the status of the draft transaction documents submitted with each bid. Representatives of Ardea also reviewed Ardea’s preliminary financial analyses of the Company. The Board discussed the Round 2 Bids, including the potential risk that the amount of debt financing and preferred equity in the Sponsors’ proposal could impact the Company’s ability to obtain the rollover commitments, which was expressly required by the Sponsors as a condition to sign a transaction. Following discussion, the Board directed Ardea to inform the Sponsors that their proposal was not executable in its current form because of such potential risk, and that, upon receipt of an acceptable proposal on capital structure, the Sponsors would receive guidance on price. The Board directed Ardea to inform Party A that it would need to increase the merger consideration payable pursuant to its proposal meaningfully to be competitive.

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Later on September 2, 2026, as directed by the Board, representatives of Ardea informed representatives of the Sponsors that the Board viewed the Sponsors’ proposal as not executable in its current form because of the amount of debt financing and preferred equity in their proposed capital structure and requested that the Sponsors propose a revised structure.

Early on September 3, 2026, representatives of the Sponsors informed representatives of Ardea that the Sponsors would reduce the preferred equity in their proposed capital structure from $1.25 billion to $1.0 billion and reduce their proposed senior debt financing from $3.25 billion to $2.75 billion.

Later on September 3, 2026, as directed by the Board, representatives of Ardea informed representatives of Party A that, to be competitive, Party A would need to increase its proposal. A representative of Party A informed representatives of Ardea that $30.00 per share was the highest price Party A was prepared to offer and that Party A would require exclusivity to continue engaging in negotiations with the Company.

At the direction of the Company, representatives of Ardea informed representatives of the Sponsors that there was a path to a transaction at $33.00 per share. Representatives of the Sponsors subsequently informed representatives of Ardea that the Sponsors would increase their offer to $32.00 per share, which such representatives indicated was the Sponsors’ best and final offer, and requested exclusivity to continue engaging in negotiations with the Company.

On September 4, 2026, the Board held a meeting by videoconference, with members of Company management and representatives of Ardea, Davis Polk, Potter Anderson and Perella Weinberg in attendance. Representatives of Ardea reported on their discussions with the Sponsors and Party A since the September 2 Board meeting and summarized the revised proposals described above. The Board discussed the Sponsors’ revised proposal, including the revised capital structure and the relative merits of the Sponsors’ and Party A’s proposals, and the fact that a representative of Party A informed representatives of Ardea that $30.00 per share was the highest price Party A was prepared to offer and both the Sponsors and Party A were requiring exclusivity to proceed with further negotiations. Following discussion, the Board authorized Ardea and Company management to proceed with negotiating a transaction with the Sponsors at $32.00 per share and, if the Sponsors renewed their request, to enter into exclusivity with the Sponsors for a period of no more than ten days from the entry into any exclusivity arrangements. Representatives of Potter Anderson noted that the Special Committee would meet after the Board meeting to further consider the treatment of the Tax Receivable Agreement. Additionally, the Board authorized the Sponsors to engage in discussions with the parties to the Rollover Agreements regarding such agreements and the parties to the Tax Receivable Agreement to discuss the TRA Amendment.

Following the Board meeting, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Perella Weinberg. Representatives of Perella Weinberg further reviewed a range of potential concessions the Special Committee could request from the beneficiaries under the Tax Receivable Agreement. The Special Committee and its advisors discussed these potential concessions, including the possibility of early termination of the Tax Receivable Agreement, rather than crystallizing the payments as provided by the Tax Receivable Agreement, but with such accelerated payments being discounted. The Special Committee and representatives of Perella Weinberg further discussed the appropriate discount rate for such accelerated payments, including how the level of discount requested could affect the support needed to secure the required rollover. The Special Committee and Perella Weinberg then discussed basing such discount rate on the post-Potential Transaction entity’s cost of capital if the Tax Receivable Agreement remained in effect. The Special Committee and its advisors also discussed the need to ensure that the value of any negotiated concession under the Tax Receivable Agreement would be reallocated to the Company’s stockholders. After further discussion, the Special Committee determined to seek a concession from the beneficiaries under the Tax Receivable Agreement based on the post-Potential Transaction entity’s cost of capital, which would equate to a 25% reduction in the Early Termination Payments and result in an increase in the consideration to be received by the Company’s stockholders in a Potential Transaction of approximately $0.65 per share. The Special Committee directed the representatives of Perella Weinberg to (i) confirm with the Sponsors that the value of any concession on the Early Termination Payments agreed to by the beneficiaries of the Tax Receivable Agreement would be reallocated to increase the consideration to be paid to the stockholders on a dollar-for-dollar basis, and then (ii) request a 25% concession on the Early Termination Payments from Messrs. Trevor Baldwin and L. Lowry Baldwin, in their capacities as, and on behalf of the other, beneficiaries under the Tax Receivable Agreement.

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After this meeting, also on September 4, 2026 and as directed by the Special Committee, the representatives of Perella Weinberg contacted representatives of the Sponsors and the representatives of the Sponsors confirmed the Sponsors’ willingness to reallocate a concession to the Early Termination Payments from the beneficiaries under the Tax Receivable Agreement to increase the Sponsors’ proposed offer price, but the representatives of the Sponsors also conveyed that incentivizing rollover commitments was a relevant consideration for the Sponsors in seeking a concession on the Tax Receivable Agreement.

Following receipt of the Sponsors’ feedback, also on September 4, 2026, representatives of Perella Weinberg requested a 25% concession to the Early Termination Payments from the beneficiaries of the Tax Receivable Agreement from Messrs. Trevor Baldwin and L. Lowry Baldwin, in their capacities as, and on behalf of the other, beneficiaries under the Tax Receivable Agreement. In response to this request, Messrs. Trevor Baldwin and L. Lowry Baldwin countered with a proposed 15% concession to the Early Termination Payments, which would translate to an increase in the consideration to be paid to the Company’s stockholders of approximately $0.39 per share. Messrs. Trevor Baldwin and L. Lowry Baldwin also communicated that they believed a 25% concession increased execution risk for a Potential Transaction by jeopardizing the ability to secure the requisite rollover participation required by the Sponsors and support to amend the Tax Receivable Agreement to implement such concession, which rollover and amendment were expressly contemplated by the Sponsors’ proposal.

Later, on September 4, 2026, the Special Committee reconvened by videoconference with representatives of Potter Anderson and Perella Weinberg. The representatives of Perella Weinberg reported on their discussions with each of the Sponsors and Messrs. Trevor Baldwin and L. Lowry Baldwin. The Special Committee and its advisors discussed potential next steps with respect to the treatment of the Tax Receivable Agreement, including certain considerations with respect to further negotiation of the counterproposal of Messrs. Trevor Baldwin and L. Lowry Baldwin, which considerations included: (i) the potential risks with respect to incentivizing, or disincentivizing, the rollover participation necessary to execute a Potential Transaction and the fact that the Sponsors articulated their views on the need for limits on a potential concession on the amounts payable under the Tax Receivable Agreement to ensure participation in the rollover, (ii) the Sponsors’ proposed offer price and how such price compared to the implied price per share valuation ranges produced under Ardea’s and Perella Weinberg’s preliminary financial valuation analyses and (iii) the inherent market risks in extending the timeline for a Potential Transaction through a protracted negotiation over the Tax Receivable Agreement. After further discussion with its advisors, including regarding the range of potential concessions to request in a counterproposal, the Special Committee directed the representatives of Perella Weinberg to counter the counterproposal of Messrs. Trevor Baldwin and L. Lowry Baldwin with a request for an approximately 20% concession on the Early Termination Payments from the beneficiaries under the Tax Receivable Agreement, such that the consideration to be received by the Company’s stockholders would be increased by $0.50 per share.

Following the Special Committee’s reconvened meeting, that evening, at the direction of the Special Committee, the representatives of Perella Weinberg communicated the Special Committee’s message to Mr. Trevor Baldwin.Mr. Trevor Baldwin indicated that, subject to confirmation from the Company’s tax advisors on its calculation of the Early Termination Payments, he would support an approximate 20% concession to the Early Termination Payments in order to facilitate a $0.50 per share increase in the consideration to be received by the Company’s stockholders, subject to obtaining the required votes to amend the Tax Receivable Agreement.

Later in the evening on September 4, 2026, representatives of Davis Polk delivered a revised draft of the Merger Agreement to representatives of Latham and S&C that, among other things, provided for a Company termination fee equal to 3.25% and a Parent termination fee equal to 7%, in each case of the fully diluted equity value of the transaction, and extended the outside date by which the Mergers must be completed from six months to nine months (in each case, with an automatic three-month extension if required for outstanding regulatory approvals). In addition, later that evening, as authorized by the Board following a request by the Sponsors, the Company and the Sponsors executed an exclusivity agreement providing for exclusivity through September 13, 2026, to finalize the transaction documentation.

On September 5, 2026, representatives of Perella Weinberg communicated the proposed concession to the Early Termination Payments to representatives of the Sponsors to facilitate a $0.50 per share increase in the consideration to be received by the Company’s stockholders. Representatives of the Sponsors confirmed that they agreed to reallocate the value of this concession to the Company’s stockholders to raise the consideration to be received by the Company’s stockholders to $32.50 per share. Following this confirmation until the signing of the Merger Agreement on September 14, 2026, Latham and S&C, Davis Polk and KMM exchanged drafts of the Voting, Support and

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Rollover Agreement and the parties negotiated the terms of the rollover, and certain key terms of the post-closing management incentive plan were negotiated between KMM, on behalf of the Rollover Holders, and Latham and S&C, on behalf of the Sponsors. For additional details regarding the post-closing management incentive plan, see “Interests of Executive Officers and Directors of the Company in the Mergers—Voting, Support and Rollover Agreements.”

Also on September 5, 2026, representatives of Latham and S&C delivered to representatives of Davis Polk a draft of the TRA Amendment, pursuant to which, contingent upon completion of the Mergers, the Tax Receivable Agreement would be terminated in exchange for the payment by the Company of specified final payments to the beneficiaries thereunder at closing. Thereafter until the signing of the Merger Agreement on September 14, 2026, Latham, S&C and Davis Polk exchanged drafts of the TRA Amendment and representatives of the parties continued to negotiate the terms thereof. 

On September 5, 2026, Mr. Trevor Baldwin informed representatives of the Sponsors that Mr. L. Lowry Baldwin and Mr. Trevor Baldwin were each willing to roll over a significant portion of their equity, subject to reaching mutually agreeable rollover terms.

On September 7, 2026, representatives of Latham and S&C delivered to representatives of Davis Polk a revised draft of the Merger Agreement that, among other things, proposed a Company termination fee equal to 3.7% and a Parent termination fee equal to 5.5%, in each case of the fully diluted equity value of the transaction, and proposed to shorten the outside date by which the Mergers must be completed to that provided in Latham and S&C’s prior draft.

Also on September 7, 2026, representatives of Davis Polk delivered to representatives of Latham and S&C an initial draft of a rollover commitment letter that, among other things, proposed that certain members of Company management and key employees would, among other things, upon request of the Company, agree to commit to contribute a certain amount of their shares of Class A Common Stock (or retain OpCo LLC Units) in exchange for equity in an affiliate of the Sponsors’ acquisition vehicle or equity at OpCo LLC. Thereafter until the signing of the Merger Agreement on September 14, 2026, Latham and S&C, on one hand, and Davis Polk, on the other hand, exchanged drafts of the Rollover Commitment Letters. During this period, Mr. Trevor Baldwin discussed with certain members of Company management and key employees their potential participation in the rollover and shared with them the form of Rollover Commitment Letter, which such persons subsequently executed prior to the execution of the Merger Agreement.

On September 8, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Perella Weinberg. The representatives of Perella Weinberg reviewed with the members of the Special Committee the preliminary changes to the model prepared by the Company's tax advisors that reduced the total liability for the Early Termination Payments absent the agreed-upon concession. The Special Committee and its advisors discussed the impact of these changes on the agreed-upon concession to the Early Termination Payments. The Special Committee and its advisors also assessed the potential risks in going to either, or both, the Sponsors or Messrs. Trevor Baldwin and L. Lowry Baldwin, in their capacities as, and on behalf of the other, beneficiaries under the Tax Receivable Agreement for further concessions, including deal risk generally, the risk that the Sponsors would view this request as an opportunity to re-trade on other deal points, that the Company’s sector had traded down from its recent highs, and that the Company's tax advisor's estimates were not final and could be further adjusted upwards or downwards by up to 10% on a holder by holder basis. After further discussion with its advisors and in light of these potential risks of seeking further concessions, the Special Committee determined not to reopen negotiations to seek further concessions from either the Tax Receivable Agreement beneficiaries or the Sponsors. The Special Committee also considered the possibility, in light of fluctuations in the Company's tax advisor's estimates, that the beneficiaries under the Tax Receivable Agreement could potentially receive more than what they would otherwise have been entitled to absent the negotiated concession. The representatives of Potter Anderson reviewed the terms of the current draft of the TRA Amendment to implement the concession to the Early Termination Payments. After further discussion, the Special Committee directed its advisors to revise the draft TRA Amendment to prevent a windfall in favor of the beneficiaries under the Tax Receivable Agreement by clarifying that the amounts payable to the beneficiaries under the Tax Receivable Agreement in connection with a Potential Transaction would not be greater than what the beneficiaries would otherwise be entitled to receive as an Early Termination Payment if the Company were to terminate the Tax Receivable Agreement without the negotiated concession.

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From September 9, 2026 through September 13, 2026, representatives of Davis Polk, KMM and Latham and S&C exchanged further drafts of the Merger Agreement, the Voting, Support and Rollover Agreements, the TRA Amendment and other ancillary transaction documents. During this period, the parties and their respective advisors also held numerous meetings to resolve the outstanding transaction terms and to secure sufficient commitments pursuant to the Voting, Support and Rollover Agreements and Rollover Commitment Letters so that Sequence and DFO would be willing to enter into the Merger Agreement and other transaction documents. 

On September 11, 2026, Ardea provided the Company with a customary relationship disclosure memorandum regarding Ardea's relationships with the Company, the Sponsors, Mr. Trevor Baldwin and Mr. L Lowry Baldwin (see the section titled “—Opinion of Ardea Partners LP—General” for additional information).

Over the course of September 13, 2026, the representatives of the Company and the Sponsors reached agreement on a number of remaining material transaction terms, including agreement among the parties to, among other things, a Company termination fee equal to $170,334,000, or approximately 3.7% of the fully diluted transaction equity value, a Parent termination fee equal to $276,218,000, or approximately 6% of the fully diluted transaction equity value, and a TRA Amendment which provided for the termination of the Tax Receivable Agreement at closing in exchange for a discounted Early Termination Payment (and $32.50 in cash consideration per share of Class A Common Stock, which reflected the Sponsors’ “best and final offer” of $32.00 in cash per share of Class A Common Stock and $0.50 of additional cash consideration per share of Class A Common Stock as a result of the discount in the Early Termination Payment).

On September 13, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Perella Weinberg. The representatives of Potter Anderson reviewed with the Special Committee, among other things, (i) the Special Committee’s fiduciary duties under Delaware law and (ii) the TRA Amendment. The representatives of Perella Weinberg then reviewed Perella Weinberg’s financial analysis of the Company. The Special Committee then adjourned its meeting.

Following the Special Committee’s meeting, also on September 13, 2026, the Board held a meeting by videoconference, with representatives of Ardea, Perella Weinberg, Potter Anderson, Davis Polk, and members of Company management in attendance. Representatives of Ardea reviewed developments in the sale process, noting that the Sponsors had increased their proposal to $32.00 per share, that Party A had indicated it could not exceed $30.00 per share, and that the Special Committee’s negotiation of the Tax Receivable Agreement had produced an additional $0.50 per share, bringing the Merger Consideration to $32.50 per share. Representatives of Ardea then reviewed with the Board Ardea’s financial analyses of the Mergers. Representatives of Ardea then rendered to the Board Ardea’s oral opinion, subsequently confirmed in a written opinion dated September 14, 2026 and delivered to the Board, to the effect that, as of the date of Ardea’s written opinion and based upon, and subject to, the assumptions made, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective subsidiaries) in the Company Merger pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section entitled “—Opinion of Ardea Partners LP.” Representatives of Davis Polk then reviewed with the Board its fiduciary duties in connection with the proposed transaction and summarized the final proposed terms of the Merger Agreement and the other transaction documents. The Board then adjourned its meeting. The written opinion delivered by Ardea is attached to this proxy statement as Annex C.

After the Board adjourned its meeting, the Special Committee reconvened its meeting by videoconference with representatives of Potter Anderson and Perella Weinberg. At the request of the Special Committee, representatives of Perella Weinberg rendered to the Special Committee the opinion of Perella Weinberg, which was subsequently confirmed in writing, that as of the date of such opinion, and based upon and subject to, among other things, the various qualifications, assumptions and limitations set forth therein, the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section entitled “—Opinion of Perella Weinberg Partners LP.” After further discussion at the meeting, and after taking into consideration the information provided by and discussed with the Company’s management and advisors, including the factors described below in greater detail in “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers”, the Special Committee unanimously (i) determined that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders; and (ii) recommended that the Board

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(a) determine that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, (b) approve and declare advisable the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, and (c) subject to approval by the Board, submit the Merger Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement. The written opinion delivered by Perella Weinberg is attached to this proxy statement as Annex B.

The Board then reconvened its meeting and, following the recommendation of the Special Committee, and after taking into consideration the information provided by and discussed with the Company’s management and advisors, including the factors described below in greater detail in “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers”, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, on the terms and subject to the conditions set forth therein, were advisable, fair to, and in the best interests of, the Company and its stockholders, including the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (iii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations contained therein and the consummation of the Mergers and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at a meeting of the Company’s stockholders and (v) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

On September 14, 2026, the Company, Parent, the Merger Subs and the other applicable parties thereto executed the Merger Agreement and each of the other transaction agreements, including the Voting, Support and Rollover Agreements, the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter and the TRA Amendment. Before the opening of trading that day, the Company issued a press release announcing the execution of the Merger Agreement, and issued a Form 8-K, which attached copies of the Merger Agreement, the form of Voting, Support and Rollover Agreement, the TRA Amendment and the press release announcing the transaction as exhibits.

The Voting, Support and Rollover Agreements were entered into by each of Mr. L. Lowry Baldwin and Mr. Trevor Baldwin and certain other members of the Company’s management. Pursuant to the applicable Voting, Support and Rollover Agreement, Mr. L. Lowry Baldwin and Mr. Trevor Baldwin each agreed, among other things, to vote their respective shares of Company Common Stock in favor of the adoption of the Merger Agreement and to retain, as Retained Units under the Merger Agreement, in the case of Mr. L. Lowry Baldwin, 6,155,562 OpCo LLC Units (representing as of such date approximately 49% of the aggregate OpCo LLC Units held by him and approximately 4.4% of the aggregate outstanding OpCo LLC Units), and, in the case of Mr. Trevor Baldwin, 2,545,118 OpCo LLC Units (representing as of such date 83% of the aggregate OpCo LLC Units held by him, and 933,499 OpCo LLC Units held of record by BIGH, LLC, an entity controlled by Mr. L. Lowry Baldwin, for the benefit of Mr. Trevor Baldwin). In addition, prior to the execution of the Merger Agreement, certain other employees of the Company agreed with the Company to, at the Company’s request, contribute or retain a certain portion of such persons’ shares of Class A Common Stock and/or OpCo LLC Units in connection with the closing of the Mergers pursuant to the terms of the Rollover Commitment Letters, the form of which is attached as Exhibit (d)(3) to the Schedule 13E-3.

Also on September 14, 2026, Holders (as defined in the Stockholders Agreement) of a majority of the shares of Class B Common Stock held by the Holders executed and delivered the Stockholders Agreement Consent, approving and consenting to the transactions contemplated by the Merger Agreement, including the Mergers, for purposes of Section 1.01 of the Stockholders Agreement.

Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers

The Board formed the Special Committee, comprised solely of independent and disinterested directors, each of whom the Board in good faith determined to be disinterested and independent, including without limitation for purposes of Section 144 of the DGCL, and authorized and empowered the Special Committee to, among other things, (i) review, evaluate and oversee the negotiations by the Company with each interested party of any element of a Potential Transaction involving the Company, including a potential take-private transaction involving the

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Company by one or more private equity sponsors and (ii) determine and recommend to the Board whether a Potential Transaction is advisable and fair to and in the best interests of the stockholders of the Company.

Recommendation of the Special Committee

The Special Committee, at a meeting held on September 13, 2026 and upon the terms and subject to the conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders; and (ii) recommended that the Board (a) determine that the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, (b) approve and declare advisable the Merger Agreement and the other transaction documents and the transactions contemplated thereby, including the Mergers, and (c) subject to approval by the Board, submit the Merger Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

In the course of reaching its determination and making its recommendations, the Special Committee considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Board:

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to the beneficiaries of the Tax Receivable Agreement if the Company were to elect to terminate the Tax Receivable Agreement in accordance with its terms at the Effective Time, which resulted in an increase in the consideration to be paid to the holders of shares of Class A Common Stock to $32.50 per share, without decreasing the level of certainty of closing.

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Recommendation of the Board

The Board, following the unanimous recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement and transactions contemplated thereby, including the Mergers, are fair to, and in the best interests of, the Company and its stockholders, including the Unaffiliated Stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, (3) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations contained therein and the consummation of the Mergers and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (4) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at a meeting of the Company’s stockholders, and (5) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement. The Board, by a unanimous vote of the Company’s directors, recommends that the Company’s stockholders vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Material Factors Supporting the Board’s Determination and Recommendation

In evaluating the Merger Agreement and arriving at its determination, the Board consulted with the Company’s senior management, representatives of the Company’s financial advisor, Ardea, and the Company’s outside legal counsel, Davis Polk, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the Mergers to the Company and its stockholders. The Board believed that, taken as a whole, the following factors, which are not presented in any relative order of importance, supported its decision to approve the Mergers:

Financial Terms; Premium; Certainty of Value

Premium. The Board considered the value represented by the Merger Consideration compared against the current and historical trading prices of the Class A Common Stock, including the fact that the per share Merger Consideration represented a premium of approximately (i) 87.5% to the unaffected closing price of the shares of Class A Common Stock on June 17, 2026 (the last closing price prior to the June 18 Leak), (ii) 65.9% to the 30-day VWAP of the shares of Class A Common Stock as of June 17, 2026, and (iii) 9.6% to the closing price of the shares of Class A Common Stock as of September 11, 2026.

Best Value Reasonably Obtainable. The Board considered its belief that $32.50 per share of Class A Common Stock represented the Sponsors’ best and final offer and the best value that the Company could reasonably obtain from bidders for the shares of Class A Common Stock, taking into account (i) the business, operations, prospects, business strategy, assets, liabilities and general financial condition of the Company, (ii) the strategic review process conducted by the Board, as overseen by the Special Committee, and (iii) the terms of the Merger Agreement and the TRA Amendment. In forming this belief, the Board also considered that:

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Terms of the TRA Amendment. The Board considered the terms of the TRA Amendment, which were the product of arms’-length negotiations with the Special Committee and the Baldwin Parties (acting on behalf of the Tax Receivable Agreement beneficiaries) and the Sponsors, and the fact that the TRA Amendment, while accelerating the payments under the Tax Receivable Agreement, will result in a reduction of the total payments otherwise due to beneficiaries under the Tax Receivable Agreement and such reduction resulted in an increase in the consideration payable to the stockholders in the Company Merger of $0.50 per share of Class A Common Stock. The Board considered that the Special Committee had initially requested a 25% concession to the Early Termination Payments, that the Baldwin Parties countered with a 15% concession, and that the parties ultimately agreed to an approximately 20% concession, the value of which the Sponsors agreed to reallocate to the Company’s stockholders. The Board also considered that, at the direction of the Special Committee, the TRA Amendment provides that the amounts payable to the beneficiaries under the Tax Receivable Agreement in connection with the Mergers will not be greater than what the beneficiaries would otherwise be entitled to receive as an Early Termination Payment if the Company were to terminate the Tax Receivable Agreement without the negotiated concession.

Certainty of Value; Liquidity. The Board considered that the Merger Consideration is payable entirely in cash, which provides stockholders (other than in respect of Rollover Stock and holders of Dissenting Shares) with immediate liquidity and certainty of value upon the Closing, without the delays that might otherwise be necessary in order to liquidate the positions of larger holders.

Financing Strength of Parent. The fact that Parent has obtained committed debt and equity financing for the Mergers from reputable financing sources, the limited conditionality of the commitment letters and likelihood that Parent would be able to finance the Mergers given Parent’s financial resources and financial profile.

Loss of Opportunity. The Board considered the possibility that there may not be another opportunity for the Company’s stockholders to receive a comparably priced offer, and the possibility that, if the Company remained a public company, the shares of Class A Common Stock might not trade at levels equal to or greater than the Merger Consideration in the near term, over an extended period of time or at all.

Strategic Rationale; Prospects and Risks of Remaining a Public Company

Risks Relating to Remaining a Publicly Traded Company. The Board considered the current, historical and projected financial condition, results of operations and business of the Company, as well as the Company’s prospects and risks if it were to remain a public company. In particular, the Board considered the significant headwinds faced by the Company identified by the Board and Company senior management in the course of their regular review of the Company’s strategic direction in the fourth quarter of 2025 and the first quarter of 2026, including (i) uncertainty regarding the impact of artificial intelligence on the insurance distribution industry, including the potential for artificial intelligence disintermediation and disruption to the Company’s businesses and industry, (ii) the intensifying competition for talent, and (iii) the disconnection between the valuation of publicly traded insurance distribution companies and their private-market peers. The Board also considered the risks of market volatility and global uncertainty.

Best Alternative for Maximizing Stockholder Value. The Board considered its belief, after a review of potential strategic alternatives with the assistance of Ardea, that the Mergers were more favorable to the Company’s stockholders than the potential value that might result from other alternatives reasonably available to the Company, including (i) remaining focused on operational execution on the Company’s standalone plan (the no-transaction alternative), (ii) selling underperforming assets and (iii) a strategic transaction with a counterparty other than the Sponsors, in each case after taking into account the risks and uncertainties associated with achieving and executing upon the Company’s standalone business and financial plans.

Transaction Process

Robust Market Check. The Board considered that it had conducted a thorough review of strategic alternatives with the assistance of Ardea and under the oversight of the Special Committee. Specifically, the Board considered:

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Arm’s-Length Negotiations. The Board considered that the Merger Consideration and the other terms of the Merger Agreement were the result of extensive arm’s-length negotiations conducted under the oversight of the Special Committee, with the assistance of experienced legal and financial advisors, which resulted in, among other things, an increase (relative to the Sponsors’ initial proposal) in the price per share offered by the Sponsors from $31.75 to $32.50, a reduction in the Company Termination Fee from the 4% of fully diluted equity value proposed by the Sponsors to approximately 3.7%, and an increase in the Parent Termination Fee from the 4% proposed by the Sponsors to approximately 6%, in each case of the fully diluted transaction equity value.

Opinions and Financial Analyses of Ardea

Opinion of Ardea and Related Analyses. The Board considered the financial analyses presented by representatives of Ardea at the meeting of the Board on September 13, 2026, as well as the oral opinion of Ardea rendered to the Board at such meeting, subsequently confirmed in a written opinion dated September 14, 2026, to the effect that, as of the date of Ardea’s written opinion and based upon, and subject to, the assumptions made, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders. In connection therewith, the Board considered that Ardea’s analyses, which were based on the Projections approved for Ardea’s use by the Company, indicated the following ranges of implied values per share of Class A Common Stock, as compared to the Merger Consideration of $32.50 per share: (i) a discounted cash flow analysis, using discount rates ranging from 9.4% to 10.4% and perpetuity growth rates of 3.0% to 4.0%, of $22.76 to $37.43; (ii) a premia paid analysis, applying premia of 23% to 53% to the $17.33 last undisturbed closing price, of $21.32 to $26.51; (iii) a selected precedent transactions analysis, applying a reference range of TEV/Adjusted EBITDA of 12.9x to 15.8x, of $24.43 to $33.78; and (iv) a present value of future stock price analysis of $24.59 to $37.97. For more information, see the section of this proxy statement titled “Special Factors—Opinion of Ardea Partners LP.”

Terms of the Merger Agreement and Related Agreements; Likelihood of Consummation

Likelihood of Consummation; No Financing Condition. The Board considered the likelihood that the Mergers would be consummated, based on, among other things, the fact that the Merger Agreement does not contain any financing-related contingencies or financing conditions to the consummation of the Mergers; that DFO has committed, pursuant to the Equity Commitment Letter, to provide funding of up to $4,599,000,000 to Parent, and that the Company is an express third-party beneficiary of the Equity Commitment Letter for purposes of specifically enforcing DFO’s obligation to fund the Commitment; and that LLC Merger Sub has obtained committed Debt Financing pursuant to the Debt Commitment Letter.

Specific Performance; Parent Termination Fee. The Board considered the Company’s ability to seek specific performance under the Merger Agreement to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement, and the requirement that Parent pay the Company the Parent Termination Fee of $276,218,000 (approximately 6% of the fully diluted transaction equity value) in certain circumstances, the payment of which is guaranteed by DFO pursuant to the Limited Guarantee.

End Date. The Board considered that the Initial End Date of June 14, 2027, subject to extension to September 14, 2027 in certain circumstances, allows for sufficient time to complete the Mergers.

Ability to Respond to Acquisition Proposals; Company Termination Fee. The Board considered the Company’s ability, under certain circumstances as set out in the Merger Agreement, to furnish information to and conduct negotiations with third parties regarding certain Acquisition Proposals that constitute or would reasonably be expected to lead to a Superior Proposal, the ability of the Board (acting upon the recommendation of the Special

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Committee) to effect an Adverse Recommendation Change in response to a Superior Proposal or an Intervening Event, and the Company’s ability to terminate the Merger Agreement to enter into an alternative acquisition agreement providing for a Superior Proposal, subject to payment of the Company Termination Fee of $170,334,000 (approximately 3.7% of the fully diluted transaction equity value). The Board believed that the Company Termination Fee was reasonable in light of the overall terms of the Merger Agreement and the benefits of the Mergers and would not preclude an interested party from making a competing proposal.

Voting, Support and Rollover Agreements. The Board considered that the Voting, Support and Rollover Agreements do not restrict the Rollover Holders party thereto from exploring in good faith the possibility of working with any third parties regarding any alternative acquisition proposal to the extent the Company is permitted to engage in discussions with such third parties under the Merger Agreement, and that the Voting, Support and Rollover Agreements would terminate if the Merger Agreement is terminated, including as a result of termination in connection with a Superior Proposal.

Rollover Terms. The Board considered that the Rollover Holders and the other holders of Rollover Stock and Retained Units will be receiving unlisted, unregistered equities of substantially equivalent cash value to the Merger Consideration in respect of their OpCo LLC Units and Class A Common Stock, and that the terms of the Voting, Support and Rollover Agreements and the transactions contemplated thereby were negotiated with the Rollover Holders party thereto or through their respective counsel.

Stockholder Approval; Appraisal Rights. The Board considered that the Mergers are conditioned on receipt of the Requisite Company Vote, which, if satisfied, will confirm that the Company Merger has substantial support from the unaffiliated security holders, and that the Company’s stockholders who do not vote in favor of the adoption of the Merger Agreement and who comply with all of the required procedures under Delaware law will be entitled to seek appraisal of the fair value of their shares, in accordance with and subject to the limitations in Section 262 of the DGCL.

Procedural Safeguards

The Board also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger Agreement and the transactions contemplated thereby, including the Mergers, to the Unaffiliated Stockholders, which are not listed in any relative order of importance:

Independence and Disinterestedness of the Special Committee. The Special Committee consisted solely of independent and disinterested members of the Board—Mr. Kadow, Mr. Cohen, Ms. Matas and Ms. Shook—each of whom the Board in good faith determined to be disinterested and independent, including without limitation for purposes of Section 144 of the DGCL, with respect to a Potential Transaction.

Authority of the Special Committee. The power and authority granted to the Special Committee by the Board to, among other things, (i) review, evaluate and oversee the negotiations by the Company with each interested party with respect to any element of a Potential Transaction and to oversee and supervise the negotiation by the Company of the terms and conditions of any definitive agreement with respect to a Potential Transaction, including any amendment to, compromise of, or early termination of the Tax Receivable Agreement, (ii) determine and recommend to the Board (a) whether a Potential Transaction is advisable and fair to and in the best interests of the stockholders of the Company and (b) that the Board take other actions or consider other matters that the Special Committee may determine are necessary or advisable or appropriate with respect to any Potential Transaction, and (iii) determine, in its sole discretion, to elect not to pursue a Potential Transaction.

Prior Special Committee Action Required. The fact that the Board was not permitted to authorize, approve or proceed with, or recommend, a Potential Transaction without a prior favorable recommendation by the Special Committee, and that the Special Committee had no obligation to recommend to the Board the approval of the Merger Agreement or the other transaction documents and had the authority to reject any proposals made.

Active Involvement and Oversight. The numerous meetings held by the Special Committee and the Board to discuss and evaluate, among other things, a Potential Transaction, the terms of the Merger Agreement and the treatment of the Tax Receivable Agreement, and the fact that the Special Committee was actively engaged in this process on a regular basis and was provided with full access to Company management and its own independent advisors in connection with its evaluation process. The Board also considered that the Special

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Committee conditioned members of senior Company management meeting with potential counterparties regarding the potential counterparty’s general approach to management retention and compensation and its rollover requirements prior to the submission of second round bids and representatives of Perella Weinberg and Ardea also attending each meeting.

Independent Advisors. The fact that the Special Committee selected and engaged its own independent legal and financial advisors, Potter Anderson and Perella Weinberg, after interviewing multiple candidates, and that the Special Committee reviewed Perella Weinberg’s relationship disclosure memoranda and determined that none of Perella Weinberg’s disclosures presented a material conflict of interest that would impair its ability to serve as the Special Committee’s independent financial advisor. The Board also considered that the Special Committee and the Board retained, and had the benefit of advice from, nationally recognized legal and financial advisors, and that such advisors were involved throughout the negotiations between the Board (and, where appropriate, the Special Committee) and the Parent Entities.

Special Committee Compensation. The fact that the compensation of the members of the Special Committee (a monthly fee of $20,000 for each member and $25,000 for the Chair) was not contingent on the completion of the Mergers or on the Special Committee’s recommendation.

Special Committee Recommendation. The Special Committee’s analysis (as to both substantive and procedural aspects of the transaction), conclusions and unanimous determination and recommendations that the Merger Agreement and related transactions contemplated thereby are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, and the Special Committee’s unanimous recommendation that the Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby.

Risks and Other Countervailing Factors

The Board also considered and balanced against the foregoing a number of uncertainties, risks and other potentially negative factors, including the following, which are not listed in any relative order of importance:

No Participation in Future Growth. The fact that, following the Mergers, the Company will no longer be a publicly traded company and the Unaffiliated Stockholders will no longer participate in any future earnings, appreciation in value or growth of the Company’s business or benefit from any potential sale of the Company or its assets to a third party in the future, while the Rollover Holders and other holders of Rollover Stock will be permitted to continue to participate in potential equity appreciation from the Company’s operations, subject to the risk that the value of the Company’s business may decline and the lack of liquidity such holders will have in their equity interests of Topco and Seller LLC.

Restrictions on Solicitation; Company Termination Fee. The fact that, subject to the terms and conditions of the Merger Agreement, the Company is restricted from soliciting, initiating, proposing or knowingly encouraging any Acquisition Proposal, and that the Company Termination Fee of $170,334,000 and the processes required to terminate the Merger Agreement could discourage other potential acquirors from making a competing bid to acquire the Company.

Risk the Mergers May Not Be Consummated. The fact that consummation of the Mergers is subject to the satisfaction of certain closing conditions not within the Company’s control, including receipt of certain regulatory clearances and approvals, and the risk that, if the Mergers are not consummated, the Company will have incurred significant transaction and opportunity costs and the trading price of the Class A Common Stock and perceptions of the Company’s prospects may be adversely affected.

Limited Remedies. The fact that Parent and the Merger Subs are newly formed entities with essentially no assets other than the Equity Financing commitment of DFO, and that the Company’s monetary remedies in certain circumstances are limited to the Parent Termination Fee and the other Guaranteed Obligations, subject to the Cap, which may be inadequate to compensate the Company for any damage caused if the Mergers are not consummated.

Effect of Announcement; Interim Operating Covenants. The negative effect that the pendency of the Mergers, or a failure to complete the Mergers, could have on the Company’s business and relationships with partner firm clients, principals of partner firms, employees, vendors and customers, including the Company’s ability to attract, retain and motivate key personnel, and the restrictions on the conduct of the Company’s business prior to the completion of the Mergers, which may delay or prevent the Company from undertaking business opportunities that may arise.

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Transaction Costs; Diversion of Management; Litigation. The fact that the Company has incurred and will incur substantial costs in connection with the Mergers, even if the Mergers are not consummated, that the Company’s directors, officers and employees have expended and will expend extensive time and effort attempting to complete the Mergers, and the possibility of litigation in connection with the Mergers.

Differing Interests. The fact that the Company’s directors and executive officers, including the Baldwin Parties, may have interests in the Mergers that are different from, or in addition to, those of the Unaffiliated Stockholders, as described below.

Tax Treatment. The fact that the Merger Consideration is expected to be taxable to the Company’s stockholders.

However, the Board concluded that the uncertainties, risks and potentially negative factors relevant to the Mergers were outweighed by the potential benefits of the Mergers. For the reasons described above, the Board believes that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are substantively and procedurally fair to the Company’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act.

The Special Committee and the Board did not consider the liquidation value of the Company because they consider the Company to be a viable going concern and the Company will continue to operate its business following the Mergers. The Special Committee and the Board did not consider net book value, which is an accounting concept, because they believe that net book value is indicative of historical costs and is not a material indicator of the value of the Company as a going concern. The Special Committee and the Board did not seek to establish a pre-Mergers going concern value for the Company; rather, they considered the current and historical market prices of the Class A Common Stock and the financial analyses of Perella Weinberg and Ardea, each of which reflects the value of the Company as a going concern.

Interests of Directors and Executive Officers; Other Potential Conflicts

The Special Committee and the Board were aware of and considered the interests that the Company’s directors and executive officers may have with respect to the Mergers that may differ from, or are in addition to, their interests as stockholders of the Company generally, as described in the section of this proxy statement titled “Special Factors—Interests of Executive Officers and Directors of the Company in the Mergers.” In particular, the Board considered:

The Board considered that, in light of the potential for conflicts arising from the potential rollover and the potential amendment or termination of the Tax Receivable Agreement, it had formed the Special Committee and committed not to authorize, approve or proceed with, or recommend, a Potential Transaction without a prior favorable recommendation by the Special Committee.

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General

This discussion of the information and factors considered by the Board and the Special Committee includes the material positive and negative factors considered by the Board and the Special Committee, but it is not intended to be exhaustive and may not include all the factors considered by the Board or the Special Committee. Neither the Board nor the Special Committee quantified or assigned any relative or specific weights to the various factors that each considered in reaching its determination to approve the Merger Agreement and the transactions contemplated thereby. Rather, the Board and the Special Committee each viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the Board and the Special Committee may have given differing weights to different factors.

Except as otherwise described in this proxy statement, neither the Special Committee nor the Board received any firm offer during the two years preceding the execution of the Merger Agreement from any unaffiliated person for (i) a merger or consolidation involving the Company, (ii) the sale or transfer of all or a substantial portion of the Company’s assets or (iii) a purchase of the Company’s securities that would enable such person to exercise control of the Company.

This explanation of the reasoning of the Board and the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement titled “Cautionary Statement Concerning Forward-Looking Information.”

Position of the Parent Entities as to the Fairness of the Mergers

Position of the Parent Entities as to the Fairness of the Company Merger

The Company Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Parent Entities are required to express their belief as to the fairness of the proposed Mergers to the Company’s “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act. The Company Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement (including any amendments or supplements thereto, the “Schedule 13E-3”) has been filed with the SEC. The Parent Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Parent Entities as to the fairness of the Mergers is not intended to be and should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Agreement Proposal. The Parent Entities attempted to negotiate the terms of a transaction that would be most favorable to them and, accordingly, did not negotiate the Merger Agreement with the goal of obtaining terms that were fair to the unaffiliated security holders. The Parent Entities have interests in the Mergers that are different from, and/or in addition to, the unaffiliated security holders.

The Parent Entities believe that the transactions contemplated by the Merger Agreement, including the Mergers are substantively and procedurally fair to the unaffiliated security holders. The Parent Entities believe that the interests of the unaffiliated security holders were represented by the Board and the Special Committee, which oversaw the Board’s negotiation of the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. Although the Board and Special Committee did not engage an unaffiliated representative to act solely on behalf of the unaffiliated security holders, the Board, under the oversight of the Special Committee, sought to negotiate the Merger Agreement on behalf of the unaffiliated security holders and the terms of the Voting, Support and Rollover Agreements were negotiated with the Rollover Holders through their respective counsel. However, the Parent Entities have not undertaken any formal evaluation of the fairness of the Mergers to the unaffiliated security holders. The Parent Entities did not participate in the discussions or deliberations of the Board or the Special Committee regarding, nor have they received advice from the legal, financial or other advisors of the Board or the Special Committee as to, the fairness of the Mergers. The Parent Entities are not members of, nor have they designated members on, the Board. The Parent Entities have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Mergers to the unaffiliated security holders. The Parent Entities did not receive any reports, opinions or appraisals from any outside party materially related to the Mergers or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Mergers to the unaffiliated security holders.

Based on, among other things, their knowledge and analyses of available information regarding the Company, as well as discussions with the Company’s senior management regarding the Company and the business and the

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factors considered by, and the analyses and resulting conclusions of, the Special Committee and the Board discussed in the section of this proxy statement titled “Special Factors — Reasons for the Merger; Recommendations of the Board and the Special Committee; Fairness of the Mergers” (which analyses and resulting conclusions the Parent Entities adopt), the Parent Entities believe that the Company Merger is procedurally and substantively fair to the unaffiliated security holders. In particular, the Parent Entities considered the following, which are not listed in any relative order of importance:

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Enforcement Costs, in each case pursuant to, and in accordance with and subject to the limitations of the Merger Agreement, and collectively subject to the cap on maximum aggregate liability of the DFO of $281,468,000 in respect of the foregoing guaranteed obligations;

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of a definitive agreement with the Parent Entities based on a tentative agreement on the transaction price, and the Special Committee had expressly authorized the parties to have such discussions (as further described in the section of this proxy statement titled “Background of the Mergers”); and

The Parent Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Mergers, including:

The foregoing discussion of the information and factors considered and given weight by the Parent Entities in connection with the fairness of the Mergers is not intended to be exhaustive but is believed to include all material

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factors considered by them. The Parent Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Mergers. Rather, the Parent Entities reached their position as to the fairness of the Mergers after considering all of the foregoing as a whole.

The Parent Entities concluded that the uncertainties, risks and potentially negative factors relevant to the Mergers were outweighed by the potential benefits of the Mergers to the unaffiliated security holders. The Parent Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Mergers to the unaffiliated security holders. This position, however, is not intended to be and should not be construed as a recommendation to any Company stockholder to approve the Merger Agreement. The Parent Entities make no recommendation as to how stockholders of the Company should vote their shares relating to the Mergers.

The Parent Entities did not consider the liquidation value of the Company in determining its view as to fairness of the Mergers to the unaffiliated security holders because the Parent Entities consider the Company to be a viable going concern and view the trading history of the Class A Common Stock as an indication of the Company’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Mergers.

The Parent Entities did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Mergers to the unaffiliated security holders because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Mergers. See the section of this proxy statement titled “Where You Can Find More Information” for a description of how to obtain copies of the Company’s periodic reports.

The Parent Entities did not establish a going concern value for the Company as a public company to determine the fairness of the Merger Consideration to the unaffiliated security holders because, following the Mergers, the Company will have a significantly different capital structure. The Parent Entities believe that the trading price of the shares of Class A Common Stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction, and as such the Merger Consideration represents a premium of approximately 87.5% to the closing price of Class A Common Stock of $17.33 on June 17, 2026 (the last closing price prior to initial public leak of the Company’s consideration of a sale process) (as further described in the section of this proxy statement titled “Background of the Mergers”).

The Parent Entities were not aware of, and thus did not consider, any other firm offers made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Company with another company, (ii) the sale or transfer of all or substantially all of the Company’s assets or (iii) the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over the Company.

The Parent Entities did not receive any reports, opinions or appraisals from any outside party materially related to the Mergers or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Mergers to the unaffiliated security holders.

Opinion of Perella Weinberg Partners LP

The Special Committee retained Perella Weinberg to act as its independent financial advisor in connection with a Potential Transaction. The Special Committee selected Perella Weinberg due to its reputation and experience in the financial services industry and its expertise and qualifications in transactions of this nature. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions and other transactions as well as for corporate and other purposes.

The Special Committee requested that Perella Weinberg evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger, and on September 13, 2026, Perella Weinberg rendered its opinion to the Special Committee, which was subsequently confirmed in writing, that as of the date of such opinion and based upon and subject to, among other things, the various qualifications, assumptions and limitations set forth therein, the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The full text of Perella Weinberg’s opinion, which sets forth, among other things, the

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assumptions made, procedures followed, matters considered, qualifications and limitations described in the opinion, is attached hereto as Annex B and is incorporated by reference herein.

For purposes of rendering its opinion, Perella Weinberg, among other things:

For purposes of Perella Weinberg’s opinion, Perella Weinberg assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other information provided to, discussed with or reviewed by Perella Weinberg (including information that was available from public sources) and further relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading in any material respect. With respect to the Company Forecasts, Perella Weinberg was advised by management of the Company and assumed, with its consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company and the other matters covered thereby and Perella Weinberg expressed no view as to the reasonableness of the Company Forecasts or the assumptions on which they were based. In arriving at its opinion, Perella Weinberg did not make and was not provided with any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) of the Company, Parent or any of their respective subsidiaries. Perella Weinberg did not assume any obligation to conduct, nor did Perella Weinberg conduct, any physical inspection of the properties or facilities of the Company, Parent or any other party. In addition, Perella Weinberg did not evaluate the solvency of any party to the Merger Agreement, or the impact of the Mergers thereon, including under any applicable laws relating to bankruptcy, insolvency or similar matters.

Perella Weinberg assumed that the final Merger Agreement would not differ from the draft of the Merger Agreement reviewed by Perella Weinberg in any respect material to its analysis or its opinion. Perella Weinberg also assumed that (i) the representations and warranties of all parties to the Merger Agreement and all other related

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documents and instruments that are referred to therein are true and correct in all respects material to Perella Weinberg’s analysis and its opinion, (ii) each party to the Merger Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party in all respects material to Perella Weinberg’s analysis and its opinion, and (iii) the Mergers would be consummated in a timely manner in accordance with the terms set forth in the Merger Agreement, without any modification, amendment, waiver or delay that would be material to Perella Weinberg’s analysis or its opinion. In addition, Perella Weinberg assumed that in connection with the receipt of all approvals and consents required in connection with the Mergers, no delays, limitations, conditions or restrictions would be imposed that would be material to its analysis.

Perella Weinberg’s opinion addressed only the fairness from a financial point of view, as of the date thereof, to the Unaffiliated Stockholders of the Merger Consideration to be received by such holders in the Company Merger pursuant to the Merger Agreement. Perella Weinberg was not asked to, nor did Perella Weinberg, offer any opinion as to any other term of the Merger Agreement or any other document (including the Voting, Support and Rollover Agreements and the TRA Amendment) contemplated by or entered into in connection with the Merger Agreement, the form or structure of the Mergers or the likely timeframe in which the Mergers would be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, whether relative to the Merger Consideration or otherwise. Perella Weinberg expressed no opinion as to the fairness of the Mergers to the holders of any other class of securities, creditors or other constituencies of the Company. Perella Weinberg expressed no opinion as to the value of the Rollover Stock or the Retained Units, or the relative value of the Rollover Stock or the Retained Units as compared to the Merger Consideration. Perella Weinberg also expressed no opinion as to the Exchange (as defined in the OpCo LLC Agreement), the TRA Amendment, the amount of the Final TRA Payments (as defined in the TRA Amendment), the fairness of the consideration received by holders of Company Common Stock or OpCo LLC Units who participate in the TRA Amendment or the relative fairness of the consideration to be received by such holders as compared to the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger. Nor did Perella Weinberg express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any other related document. Perella Weinberg’s opinion did not address any legal, tax, regulatory or accounting matters, as to which Perella Weinberg understands the Company has received such advice as it deems necessary from qualified professionals.

Perella Weinberg was not requested to, and did not, solicit third party indications of interest in the possible acquisition of all or part of the Company, nor was Perella Weinberg requested to consider, and its opinion did not address, the underlying business decision by the Company to engage in the Mergers or the relative merits of the Mergers as compared with any alternative transactions or business strategies.

Perella Weinberg’s opinion and its advisory services are for the information and assistance of the Special Committee in connection with, and for the purpose of its evaluation of, a Potential Transaction. Perella Weinberg’s opinion was not intended to be and did not constitute a recommendation to any holder of Company Common Stock as to how such holder should vote or otherwise act with respect to the Mergers or any other matter. Perella Weinberg expressed no opinion as to the prices at which the Company Class A Common Stock would trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Mergers to, or any consideration received in connection with the Mergers by the holders of any other class of securities, creditors or other constituencies of the Company. Perella Weinberg’s opinion was necessarily based on financial, economic, market, monetary and other conditions as in effect on, and the information made available to Perella Weinberg as of, the date thereof. Subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed with the Special Committee in connection with Perella Weinberg’s opinion and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg’s financial analyses, 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. Considering the data below without

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considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg’s financial analyses.

Selected Publicly Traded Companies Analysis

Perella Weinberg reviewed and compared certain financial information for the Company with corresponding financial information, valuation multiples, and market trading data for five selected publicly traded companies in the retail insurance brokerage industry as set out below (the “Selected Publicly Traded Companies”).

Although none of the Selected Publicly Traded Companies is identical or directly comparable to the Company, Perella Weinberg selected these companies because they had publicly traded equity securities and had certain aspects or characteristics, such as growth prospects, business risks, and/or financial and qualitative characteristics that Perella Weinberg, based on its professional judgment and experience, considered generally relevant for purposes of its analysis. Perella Weinberg selected the companies used in the analysis on the basis of its experience and knowledge of companies in the industry and its professional judgement.

The five selected publicly traded companies selected by Perella Weinberg were:

For each of the Selected Publicly Traded Companies, Perella Weinberg calculated and compared financial information and various financial market multiples and ratios based on company filings, public market data and consensus financial estimates from FactSet as of September 11, 2026.

Based on Perella Weinberg’s analysis of the observed multiples of (i) enterprise value (“EV”) to estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) and (ii) price to estimated earnings (“P/E”) of the Selected Publicly Traded Companies for calendar year 2026 (“2026E”) and calendar year 2027 (“2027E”), Perella Weinberg applied a range of selected multiples of 12.0x to 14.0x and 11.0x to 13.0x to the Company’s adjusted 2026E EBITDA and 2027E EBITDA, respectively, based on the Company Forecasts (and on a basis that excludes impact of M&A transactions) and burdened by stock-based compensation expense, to derive a range of implied enterprise values for the Company. Perella Weinberg then calculated a range of implied equity values for the Company by adjusting for the Company’s debt, cash, contingent/deferred consideration, non-controlling interest and future nominal TRA-related payments for already exchanged OpCo LLC Units as of June 30, 2026, and divided the resulting implied equity values by the number of fully-diluted shares outstanding of the Company of 141,650,000 to derive a range of implied per share equity values of the Company Common Stock, as set forth in the table below (rounded to the nearest $0.10), and as compared to the implied value of the Merger Consideration of $32.50 per share. Perella Weinberg also applied a range of selected multiples of 14.5x to 17.5x and 13.0x to 16.0x to the Company’s adjusted 2026E earnings and 2027E earnings, respectively, based on the Company Forecasts (and on a basis that excludes impact of M&A transactions) and burdened by stock-based compensation expense, to derive a range of implied equity values for the Company, and divided the resulting implied equity values by the number of fully-diluted shares outstanding of the Company to derive a range of implied per share equity values of the Company Common Stock, as set forth in the table below (rounded to the nearest $0.10), and as compared to the implied value of the Merger Consideration of $32.50 per share.

Selected Publicly Traded Companies Analysis

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Although the Selected Publicly Traded Companies were used for comparison purposes, no business of any Selected Publicly Traded Company was either identical or directly comparable to the Company’s business. Accordingly, Perella Weinberg’s comparison of the Selected Publicly Traded Companies and its analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the Selected Publicly Traded Companies.

Selected Precedent Transaction Analysis

Using publicly available information as of September 11, 2026, Perella Weinberg reviewed the financial terms of selected precedent transactions as set forth in the table below (the “Selected Transactions”) involving companies that operated in, or were exposed to, the retail insurance brokerage industry. Perella Weinberg selected these transactions in the exercise of its professional judgment and experience because Perella Weinberg viewed them, based on its experience and professional judgment, to be generally relevant for purposes of analyzing the Company.

For each of the Selected Transactions, Perella Weinberg calculated and compared the resulting EV in the transaction as a multiple of last twelve months (“LTM”) EBITDA based on the most recent available public filings at the time of the announcement of the transaction. The following table lists the Selected Transactions:

Perella Weinberg observed that the overall low to high EV / LTM EBITDA multiples observed for the Selected Transactions were 8.8x to 22.5x.

Based on Perella Weinberg’s analysis of the observed EV / LTM EBITDA multiples in the Selected Transactions, Perella Weinberg applied a range of selected multiples of 15.0x to 17.0x to the Company’s adjusted LTM EBITDA as of June 30, 2026, based on the Company’s financial statements and burdened by stock-based compensation expense, to derive a range of implied enterprise values of the Company, pro forma for the acquisitions completed in the LTM period. Perella Weinberg then calculated a range of implied equity values for the Company by adjusting for the Company’s debt, cash, contingent/deferred consideration, non-controlling interest and future nominal TRA-related payments for already exchanged OpCo LLC Units as of June 30, 2026, and divided the resulting implied equity values by the number of fully-diluted shares outstanding of the Company of 141,650,000 to derive a range of implied per share equity values of the Company Common Stock of $17.40 to $22.70 per share (rounded to the nearest $0.10), as compared to the implied value of the Merger Consideration of $32.50 per share.

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Although the Selected Transactions were used for comparison purposes, none of the Selected Transactions nor the companies involved in them was either identical or directly comparable to the Company or the Mergers. Accordingly, Perella Weinberg’s comparison of the Selected Transactions and its analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments.

Discounted Cash Flow Analysis

Perella Weinberg conducted a discounted cash flow analysis for the Company based on the Company Forecasts (and on a basis that excludes impact of M&A transactions) to derive a range of implied enterprise values for the Company by:

Perella Weinberg then calculated a range of implied equity values for the Company by adjusting for the Company’s debt, cash, and the present value of the Company’s tax attributes, and divided the resulting implied equity values by the number of fully-diluted shares outstanding of the Company of 141,650,000 to derive a range of implied per share equity values of the Company Common Stock of $21.50 to $34.30 per share (rounded to the nearest $0.10), as compared to the implied value of the Merger Consideration of $32.50 per share.

Summary of Additional Reference Information

Perella Weinberg observed the following additional information that was not considered part of Perella Weinberg’s financial analysis with respect to its opinion, but which was noted as reference data for the Special Committee:

Historical Stock Trading

Perella Weinberg reviewed the closing prices of the Company Common Stock for the 52 weeks ended on September 11, 2026. Perella Weinberg observed that during such period, the intraday trading price of the Company Common Stock ranged from $16.50 to $31.90 per share (rounded to the nearest $0.10), as compared to the implied value of the Merger Consideration of $32.50 per share.

Equity Research Analysts’ Price Targets

Perella Weinberg also reviewed analyst price targets per share of the Company Common Stock prepared and published by eleven equity research analysts prior to September 11, 2026. The range of such undiscounted price targets was $26.00 to $38.00 per share, as compared to the implied value of the Merger Consideration of $32.50 per share. The price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of the Company Common Stock and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Miscellaneous

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

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Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Special Committee as to the fairness, from a financial point of view, as of the date of such opinion, of the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Perella Weinberg’s analyses were based in part upon the Company Forecasts and other third-party research analyst estimates, which are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by Perella Weinberg’s analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Merger Agreement or their respective advisors, none of the Company, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by Company management or third parties.

Perella Weinberg has acted as financial advisor to the Special Committee in connection with a Potential Transaction. Pursuant to the terms of the engagement letter between Perella Weinberg, the Special Committee and the Company dated August 7, 2026, the Company agreed to pay Perella Weinberg a fee of $1.0 million in cash upon the entry into such engagement letter, a fee of $7.5 million in cash upon delivery by Perella Weinberg of its opinion or the determination by Perella Weinberg that it would not be able to deliver an opinion, and a discretionary fee of up to $2.5 million, which is payable at the sole discretion of the Special Committee upon the consummation of the Mergers. In addition to the fees for professional services of Perella Weinberg, the Company agreed to reimburse Perella Weinberg for reasonable and documented out-of-pocket expenses actually and reasonably incurred in connection with the undertakings described in the engagement letter that may arise, and to indemnify Perella Weinberg for certain liabilities and other items that may arise, out of its engagement by the Company.

Perella Weinberg and its affiliates, as part of their investment banking business, are regularly engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes.

Except in connection with Perella Weinberg’s engagement as financial advisor to the Special Committee in connection with a Potential Transaction, during the two-year period prior to the date of Perella Weinberg’s opinion, no material relationship existed between Perella Weinberg or its affiliates, on the one hand, and the Company, Sequence, DFO, Dell Technologies Inc. or Michael Dell, either individually or through any controlled investment vehicles, or any of their respective affiliates, on the other hand, pursuant to which Perella Weinberg or its affiliates received or anticipated receiving compensation.

Perella Weinberg and its affiliates in the future may provide investment banking and other financial services to the Company, Sequence, DFO or their respective affiliates and portfolio companies and in the future may receive compensation for the rendering of these services. In the ordinary course of its business activities, Perella Weinberg and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in (i) debt, equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of the Company, Sequence, DFO or their respective affiliates and portfolio companies, and (ii) any currency or commodity that may be material to the parties or otherwise involved in the Mergers. The issuance of Perella Weinberg’s opinion was approved by a fairness opinion committee of Perella Weinberg.

Other Presentations by Perella Weinberg

In addition to the presentation made to the Special Committee on September 13, 2026, which is filed as Exhibit (c)(6) Schedule 13E-3 and is described above, copies of presentations presented or delivered by Perella Weinberg to the Special Committee on August 31, 2026, September 2, 2026, and September 8, 2026 containing preliminary illustrative financial analyses are also attached as Exhibits (c)(3), (c)(4) and (c)(5) to the Schedule 13E-3.

The preliminary financial analyses and other information in such preliminary Perella Weinberg presentations were based on information and data that was available as of the dates of the respective presentations. Perella Weinberg also continued to update and refine various aspects of its preliminary financial analyses in subsequent presentations. Accordingly, the results and other information presented in such preliminary Perella Weinberg presentations may differ from the Perella Weinberg presentation dated September 13, 2026. The financial analyses performed by Perella Weinberg in relation to its opinion dated September 13, 2026, supersede all analyses and information presented in the preliminary Perella Weinberg presentations.

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

The presentations presented or delivered by Perella Weinberg to the Special Committee on August 31, 2026, September 2, 2026, and September 8, 2026 do not, alone or together, constitute, or form the basis of, an opinion of Perella Weinberg with respect to the Merger Consideration to be received by the Unaffiliated Stockholders in the Company Merger pursuant to the Merger Agreement and were presented solely for discussion purposes. Each of the analyses performed in these preliminary Perella Weinberg presentations was subject to further updating and subject to the final analyses provided to the Special Committee, dated September 13, 2026, by Perella Weinberg. The preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Perella Weinberg as of, the dates of the respective preliminary presentations. Accordingly, the results of the preliminary financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the preliminary financial analyses listed above.

Opinion of Ardea Partners LP

Pursuant to an engagement letter between the Company and Ardea, dated September 2, 2026, the Company retained Ardea as its financial advisor in connection with the Transaction.

At a meeting of the Board held on September 13, 2026, representatives of Ardea rendered to the Board Ardea’s oral opinion, subsequently confirmed in a written opinion dated September 14, 2026 and delivered to the Board, to the effect that, as of the date of Ardea’s written opinion and based upon, and subject to, the assumptions made, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Ardea’s written opinion, dated September 14, 2026, which sets forth the assumptions made, matters considered and qualifications and limitations, is attached as Annex C to this proxy statement and is incorporated herein by reference in its entirety. The summary of the Ardea opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Ardea’s written opinion. Stockholders are urged to, and should, read the Ardea opinion carefully and in its entirety. Ardea provided its advisory services and opinion for the information and assistance of the Board (in its capacity as such) in connection with its consideration of the Merger

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Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger and did not address any other term or aspect of the Merger Agreement or the Transaction, the underlying business decision of the Company to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company. Ardea’s opinion does not constitute a recommendation as to how any stockholders should vote with respect to the Transaction contemplated by the Merger Agreement or any other matter.

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

Representatives of Ardea also held discussions with members of the senior management of the Company regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of the Company; compared certain financial information for the Company with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the reported price and trading activity of the Class A Common Stock; reviewed the financial terms of certain recent business combinations in the insurance distribution and services industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Ardea deemed appropriate.

For purposes of providing its advisory services and rendering the opinion described above, Ardea relied, with the Company’s consent, upon and assumed the accuracy and completeness of all of the financial, legal, actuarial, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Ardea, without assuming any responsibility for independent verification thereof. In addition, Ardea assumed with the Company’s consent that the Projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Ardea did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or Parent or any of their respective subsidiaries, and Ardea was not furnished with any such evaluation or appraisal. Ardea is not an actuary, and its services did not include any actuarial determination or evaluation by Ardea or any attempt to evaluate actuarial assumptions and Ardea relied on the Company’s actuaries with respect to reserve accuracy. In that regard, Ardea made no analysis of, and expressed no opinion as to, the adequacy of any reserves of the Company. Ardea is not a tax expert and relied, with the Company’s consent, on the assessments of the Company as to tax matters (including the Tax Attributes Projections), as to which Ardea understood the Company received such advice as it deemed necessary from qualified professionals. Ardea assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction would be obtained without any adverse effect on the Company or on the expected benefits of the Transaction in any way meaningful to Ardea’s analysis. Ardea also assumed that the Transaction will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition therein, the effect of which would be in any way meaningful to Ardea’s analysis. Except as described in this summary, the Company imposed no other limitations on the investigations made or procedures followed by Ardea in rendering its opinion.

Ardea’s opinion did not address the underlying business decision of the Company to engage in the Transaction, the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company, or any

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legal, actuarial, regulatory, tax or accounting matters. Ardea’s opinion addressed only the fairness from a financial point of view to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries), as of September 14, 2026, of the Merger Consideration to be paid by Parent or its affiliates to such holders in the Company Merger pursuant to the Merger Agreement. Ardea did not express any view on, and Ardea’s opinion did not address, any other term or aspect of the Merger Agreement or Transaction or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Transaction, including the Transaction Documents (as defined in the Merger Agreement), any allocation of the Merger Consideration and any ongoing or post-closing rights or obligations of the Company. In addition, Ardea did not express an opinion, whether relative to the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) or otherwise, on either the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, officers, directors or employees of the Company, or other constituencies of the Company, Parent or any of their respective affiliates, including any payments to be made pursuant to the TRA Amendment, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, Parent or any of their respective affiliates, or any class of such persons in connection with the Transaction. Ardea did not express any opinion as to the prices at which any securities of the Company will trade at any time or as to the impact of the Transaction on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Ardea’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Ardea as of the date of its opinion, and Ardea assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Ardea’s advisory services and the opinion expressed in its opinion were provided solely for the information and assistance of the Board in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to how any holder of Class A Common Stock should vote or act with respect to the Transaction or any other matter. Ardea’s opinion was approved by the Fairness Committee of Ardea.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Ardea to the Board in connection with rendering to the Board the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Ardea, nor does the order of analyses described represent relative importance or weight given to those analyses by Ardea.

Parts of the below summary include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Ardea’s financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 11, 2026, and is not necessarily indicative of current market conditions.

Valuation Analyses

1. Discounted Cash Flow Analysis

Ardea performed a discounted cash flow analysis on the Company using the Projections. Using the mid-year convention for discounting and illustrative discount rates ranging from 9.4% to 10.4%, which reflect estimates of the Company’s weighted average cost of capital on a standalone basis derived by application of the Capital Asset Pricing Model (“CAPM”), Ardea discounted to present value as of June 30, 2026 (i) estimates of unlevered free cash flows for the Company for the six months ending December 31, 2026 and the years 2027 through 2031 and (ii) illustrative terminal values for the Company derived by applying a range of perpetuity growth rates of 3.0% to 4.0%. Ardea derived a range of illustrative enterprise values for the Company by adding the range of present values it derived as described above to the range of present values of the illustrative terminal values it derived as described above. Ardea then (a) added to the range of illustrative enterprise values it derived for the Company, the Company’s net tax attributes calculated based on the Company’s estimated schedule of utilization of such attributes (“Net Tax Attributes”) and (b) subtracted from the range of illustrative enterprise values it derived for the Company (i) the amount of net debt of the Company and (ii) present value of (1) earnout obligations for acquisitions completed to date and (2) earnout obligations on future acquisitions (clauses (1) through (2), “Debt-Like Items”), in each case, as of June 30, 2026, as provided by management of the Company and approved for Ardea’s use by the management of the Company, to calculate a range of implied equity values of the Company as of June 30, 2026. Ardea then divided the range of implied equity values by the total number of shares of Company’s Class A Common Stock outstanding on a fully diluted basis as of June 30, 2026, as provided by management of the Company, to calculate a range of present values per share of Class A Common Stock of $22.76 to $37.43.

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2. Premia Paid Analysis

Ardea reviewed and analyzed, using publicly available data obtained from DealPointData (and in select cases, supplemented with FactSet and relevant press releases), the premia paid in all acquisitions of publicly traded companies in the United States and Canada announced over the five-year period prior to September 11, 2026 with transaction values above $1 billion (excluding REITs). Ardea calculated the 75th percentile, mean, median and 25th percentile of the values of premia of the price paid relative to the target company’s last undisturbed closing price. The following shows a summary of the results of the review:

Based on its review of the foregoing data and its professional judgment and experience, Ardea applied a range of premia of 23% to 53% to the $17.33 last undisturbed closing price on June 17, 2026, the last trading day prior to a media leak regarding a potential transaction involving the Company. This analysis resulted in a range of implied values per share of Class A Common Stock of $21.32 to $26.51.

3. Selected Precedent Transactions Analysis

Ardea analyzed certain publicly available information relating to the following selected transactions involving acquired businesses in the insurance distribution and services industry. For each of the selected transactions, Ardea calculated and compared the total enterprise value (“TEV”) as a multiple of the target company’s adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), excluding synergized multiples (unless specifically noted otherwise). While none of the companies that participated in the selected transactions are directly comparable to the Company and none of the selected transactions are directly comparable to the proposed Transaction, the selected transactions are transactions that, in Ardea’s professional judgment and experience, involved target companies with operations and businesses that, for the purposes of analysis, may be considered similar to certain of the Company’s characteristics, including lines of business, customers and financial performance.

The following table presents the results of this analysis:

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Based on the results of the foregoing calculations and Ardea’s analysis of the various transactions and its professional judgment, Ardea applied a reference range of TEV/ Adjusted EBITDA of 12.9x to 15.8x to the Company’s Adjusted EBITDA, excluding synergized multiples, for the twelve months ending on June 30, 2026. This analysis resulted in an range of implied values of $24.43 to $33.78 per share of Class A Common Stock of the Company.

4. Present Value of Future Stock Price Analysis

Ardea performed an analysis to derive a range of implied present values per share of Class A Common Stock on a standalone basis, based on implied future values calculated by Ardea for shares of Class A Common Stock.

Ardea calculated a range of implied present values per share of Class A Common Stock as of June 30, 2026 based on hypothetical future stock prices for shares of Class A Common Stock as of the end of each of the years 2027 through 2030 based on the Projections. For purposes of this analysis, Ardea derived hypothetical future stock prices for Class A Common Stock by applying an assumed EV/EBITDA multiple of 12.6x to the Company’s next-twelve-months Adjusted EBITDA as of each of December 31, 2027, 2028, 2029 and 2030, respectively. Ardea then (a) added the Net Tax Attributes to the illustrative enterprise value of each year it derived for the Company and (b) subtracted from the illustrative enterprise value of each year it derived for the Company (i) the amount of net debt of the Company and (ii) present value of the Debt-Like Items, each measured as of the respective December 31 measurement date and calculated based on the Company’s estimated schedule of payments as provided by management of the Company and approved for Ardea’s use by the management of the Company, to calculate a range of implied equity values of the Company as of each measurement date. Ardea then divided the range of implied equity values by the total number of shares of Class A Common Stock outstanding on a fully diluted basis as of each measurement date, as provided by management of the Company to calculate a per-share price of Class A Common Stock as of each measurement date. Ardea then discounted the per-share stock prices to June 30, 2026, using a discount rate of 10.9 to 11.9%, reflecting an estimate of the Company’s cost of equity derived by application of the CAPM. This analysis resulted in a range of implied present values per share of Class A Common Stock of $24.59 to $37.97.

General

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

Ardea prepared these analyses for purposes of Ardea providing its opinion to the Board that, as of the date of its opinion and based upon, and subject to, the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken by Ardea, the Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger was fair, from a financial point of view, to such stockholders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Ardea or any other person assumes responsibility if future results are materially different from those forecasted.

The Merger Consideration to be paid to the holders of Company’s Class A Common Stock (other than the Company, Topco or any of their respective Subsidiaries) in the Company Merger was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board, following the recommendation of the Special Committee. Ardea provided advice to the Company and the Board during these negotiations. Ardea did not, however, recommend any specific amount or type of consideration to the Company or the Board or that any specific amount or type of consideration constituted the only appropriate consideration for the Mergers.

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As described above, Ardea’s opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement and the Company Merger contemplated thereby. The foregoing summary does not purport to be a complete description of the analyses performed by Ardea in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Ardea attached as Annex C to this proxy statement.

Ardea is engaged in underwriting services, private placements of securities, merger and acquisition advisory services, investment banking and other financial and non-financial activities and services for various persons and entities. Ardea and its employees and affiliates, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent and any of their respective affiliates and third parties, or any currency or commodity that may be involved in the Transaction. Ardea acted as financial advisor to the Company in connection with, and has participated in certain of the negotiations leading to, the Mergers. During the two-year period ended September 11, 2026, Ardea and its affiliates were not party to any retention agreements (active during such time) to provide any financial advisory, capital markets or similar investment banking services to any of (i) the Company, (ii) Sponsors or (iii) the Company’s chairman or CEO (collectively, the “Relevant Entities”), nor has Ardea or any of its affiliates received any fees from any Relevant Entity during such period with respect to any such services, other than pursuant to the engagement letter by and between the Company and Ardea, dated as of September 2, 2026, pursuant to which the Company engaged Ardea as a financial advisor in connection with the sale, transfer or other disposition of all or a majority of the outstanding equity of the Company.

In the future, Ardea may provide investment banking services to the Company, Parent and their respective affiliates for which Ardea may receive compensation.

As of the date hereof, Ardea and its affiliates do not hold any long or short positions in the equity and debt (or derivative) securities of any Relevant Entity.

Except as set forth below, none of the members of the Ardea senior deal team engaged by the Company: (i) has provided any investment banking services pursuant to any retention agreements to any Relevant Entity (excluding the Company as set forth herein) during the last two-year period ended September 11, 2026; (ii) has participated during the 12-month period prior to September 14, 2026 in substantive discussions with any Relevant Entity concerning a transaction involving the Company other than the Transaction; or (iii) as of September 14, 2026, owns any securities of any Relevant Entity with a value in excess of $10,000 (other than potentially through managed accounts or indirectly through mutual funds, exchange-traded funds or similar investment vehicles that are professionally managed and invest in a range of securities).

The Board selected Ardea as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. Pursuant to an engagement letter between the Company and Ardea dated September 2, 2026, the Company retained Ardea as its financial advisor in connection with the Transaction. Pursuant to the terms of such engagement letter, based on information currently available Ardea will receive fees for Ardea’s services in connection with the Transaction of $76,300,000, the principal portion of which is payable contingent upon the consummation of the Transaction. Further, the Company has agreed to reimburse Ardea for certain of its expenses, including reasonable attorneys’ fees and disbursements and to indemnify Ardea and related persons against various liabilities, including certain liabilities under federal securities laws.

Additional Presentations by Ardea

In addition to the presentation made to the Board on September 13, 2026 described above, Ardea also made various preliminary presentations containing preliminary financial analyses to the Board on April 17, 2026, May 19, 2026, June 11, 2026, July 5, 2026, July 18, 2026, July 29, 2026, September 2, 2026 and September 4, 2026. Copies of these written preliminary presentations and a copy of the presentation made to the Board on September 13, 2026 have been filed as Exhibits (c)(7), (c)(8), (c)(9), (c)(10), (c)(11), (c)(12), (c)(13) and (c)(14) to the Schedule 13E-3, and a copy of the presentation made to the Board on September 13, 2026 has been filed as Exhibit (c)(15) to the Schedule 13E-3. Certain information in Exhibits (c)(7) through (c)(15) has been redacted and filed separately with the SEC, and confidential treatment has been requested with respect to such omitted information. These written

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preliminary presentations and the presentation made to the Board on September 13, 2026 (which has been filed as Exhibit (c)(15) to the Schedule 13E-3) will be available to any interested stockholder of the Company (or any representative of a stockholder who has been so designated in writing) to inspect and copy at the Company’s principal executive offices during regular business hours.

None of the various preliminary presentations to the Board, alone or together, constitute, or form the basis for, an opinion of Ardea. A summary of the written preliminary presentations is provided below. The following summary, however, does not purport to be a complete description of the written preliminary presentations or of the preliminary financial analyses performed by Ardea.

The April 17, 2026 materials presented to the Board contained, among other information:

The May 19, 2026 materials presented to the Board contained, among other information:

The June 11, 2026 materials presented to the Board contained, among other information:

The July 5, 2026 materials presented to the Board contained, among other information:

The July 18, 2026 materials presented to the Board contained, among other information:

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The July 29, 2026 materials presented to the Board contained, among other information:

The September 2, 2026 materials presented to the Board contained, among other information:

The September 4, 2026 materials presented to the Board contained, among other information:

The preliminary financial analyses in these preliminary presentations were based on market, economic and other conditions as they existed as of the dates of the respective presentations as well as other information that was available at those times. Accordingly, the results of the financial analyses differed due to changes in those conditions. Finally, Ardea continued to refine various aspects of its financial analyses with respect to the Company until September 13, 2026. The financial analyses performed by Ardea in relation to its opinion dated September 13, 2026, supersede all analyses and information included in these preliminary financial analyses.

Position of the Baldwin Parties as to the Fairness of the Mergers

Under the SEC rules governing “going-private” transactions, each of the Baldwin Parties is required to express his respective belief as to the fairness of the proposed Mergers to the Company’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act. The Mergers are a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The Baldwin Parties are making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. However, the Baldwin Parties’ view as to the fairness of the Mergers is not intended to be and should not be construed as a recommendation to any Company stockholder to approve the Merger Agreement.

The Baldwin Parties have interests in the Mergers that are both the same as and different from those of the Company’s “unaffiliated security holders” as defined in Rule 13e-3 under the Exchange Act: while they expect to receive the Merger Consideration of $32.50 per share for any shares of Class A Common Stock or OpCo LLC Units (including shares received in the Closing Exchanges) owned by them that are not Retained Units, they have committed, under the Voting, Support and Rollover Agreements, to retain their Retained Units, which will be converted into Seller LLC Units in the Second LLC Merger, and they will receive Final TRA Payments under the TRA Amendment. See the section of this proxy statement titled “Special Factors—Interests of Directors and Executive Officers; Other Potential Conflicts.”

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L. Lowry Baldwin is Chairman of the Board, and Trevor Baldwin is the Company’s Chief Executive Officer and a director. Neither of the Baldwin Parties was a member of the Special Committee. Neither participated in the Special Committee’s deliberations about the fairness of the Mergers, and neither received advice on that question from the Special Committee’s independent legal or financial advisors, Potter Anderson & Corroon LLP and Perella Weinberg Partners LP. The Baldwin Parties also did not participate in their personal capacities (or in their capacities as holders of Company Common Stock or OpCo LLC Units) in the negotiations between the Board and the Parent Entities over the terms of the Merger Agreement, including the Merger Consideration to be paid to the unaffiliated security holders, with the exception of negotiating with the Special Committee, in their capacities as and on behalf of the other beneficiaries under the Tax Receivable Agreement, a concession of approximately 20% to the Early Termination Payments to secure sufficient commitments pursuant to the Voting, Support and Rollover Agreements and Rollover Commitment Letters to induce the Parent Entities to enter into the Merger Agreement and other transaction documents. The Sponsors agreed to reallocate the value of that concession to the Company’s stockholders, raising the Merger Consideration to $32.50 per share. Each of the Baldwin Parties, in their personal capacity (and as holders of Company Common Stock or OpCo LLC Units) negotiated, and entered into, the Voting, Support and Rollover Agreements only following the Board’s determination to proceed with negotiations of a definitive agreement with the Parent Entities based on a tentative agreement on the transaction price and the approval to enter into such discussions as the Sponsors conveyed to Perella Weinberg and Ardea (and the Company and Special Committee) that a significant rollover was an important consideration in a Potential Transaction. For these reasons, the Baldwin Parties do not believe that their interests in the Mergers influenced the decisions or recommendations of the Board or the recommendations of the Special Committee with respect to the Merger Agreement or the Mergers.

Based on their knowledge and analyses of available information regarding the Company, and the factors considered by, and the analyses and resulting conclusions of, the Special Committee and the Board discussed in the section of this proxy statement titled “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers” (which the Baldwin Parties adopt), the Baldwin Parties believe that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement (including the Rollover) are substantively and procedurally fair to the Company’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act. In addition to the factors described in those sections, the Baldwin Parties hold this belief based on, among other things, the following factors, which are not listed in any relative order of importance:

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The Baldwin Parties believe that the foregoing factors, including those described under the sections of this proxy statement titled “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers” provide a reasonable basis for their position on the fairness of the Mergers to the Company’s unaffiliated security holders. This position, however, is not intended to be and should not be construed as a recommendation to any Company stockholder to approve the Merger Agreement. The Baldwin Parties make no recommendation as to how stockholders of the Company should vote their shares relating to the Mergers.

The Baldwin Parties did not consider the liquidation value of the Company because they consider the Company to be a viable going concern and believe that liquidation value is not relevant to a determination as to the fairness of the Mergers. The Baldwin Parties did not consider net book value, which is an accounting concept, because they believe that net book value is indicative of historical costs and is not a material indicator of the value of the Company as a going concern. The Baldwin Parties did not establish a separate going concern value for the Company; rather, they considered the current and historical market prices of the Class A Common Stock (including the premium described above) and the financial analyses reviewed by the Special Committee and the Board, which the Baldwin Parties adopt, as indicative of the Company’s going concern value.

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Except as otherwise described in this proxy statement, the Baldwin Parties have not received any firm offer during the two years preceding the execution of the Merger Agreement from any unaffiliated person for (i) a merger or consolidation involving the Company, (ii) the sale or transfer of all or a substantial portion of the Company’s assets or (iii) a purchase of the Company’s securities that would enable such person to exercise control of the Company.

Purpose and Reasons of the Company for the Mergers

The Company’s purpose for engaging in the Mergers is to enable its stockholders to receive the Merger Consideration of $32.50 per share, which represents an approximately 87.5% premium to the unaffected closing price of the Class A Common Stock on June 17, 2026, the last closing price prior to the initial public leak of the Company’s consideration of a sale process. The Special Committee and the Board believe that the Mergers provide the best opportunity to maximize stockholder value. The Company has determined to undertake the Mergers at this time following the recommendations of the Special Committee and based on, among other things, the analyses, determinations and recommendations of the Board described in detail above under the section of this proxy statement titled “Special Factors—Reasons for the Mergers; Recommendations of the Board and the Special Committee; Fairness of the Mergers” as well as timing considerations described under the section of this proxy statement titled “Special Factors—Background of the Mergers.”

Purpose and Reasons of the Parent Entities for the Mergers

The Company Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Parent Entities are required to express to the unaffiliated security holders their purposes and reasons for the Company Merger. The Parent Entities are making this statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The Parent Entities believe that the Mergers will drive transformation in the insurance sector by leveraging Sequence’s AI capabilities and the Company’s insurance distribution expertise, national scale, and trusted customer and partner relationships, enabling the Parent Entities to benefit from any future earnings and growth of the Company’s business after the Mergers. The Parent Entities believe that structuring the transaction in the form of the Mergers is preferable to other transaction structures because it (i) enables Parent to acquire all of the outstanding shares of Company Common Stock at the same time, (ii) represents an opportunity for the unaffiliated security holders (other than in respect of Rollover Stock) to receive $32.50 in cash per share of Class A Common Stock, without interest thereon, (iii) will allow the Company to cease to be a publicly registered and reporting company, which, among other things, reduces administrative burden and costs, and (iv) allows the parties to the Rollover Agreements to maintain a portion of their investment in the Company through their commitments to roll over a portion of their existing equity interests in the Company, permitting the parties to the Rollover Agreements to participate in the appreciation in value or growth of the Company’s business and any potential sale of the Company or its assets to a third party in the future and reducing the cash required at Closing. In the course of considering the going-private transaction, the Parent Entities did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Parent Entities believed the Mergers were the most direct and effective way to accomplish these objectives.

The Parent Entities determined to undertake the Mergers at this time because the Parent Entities believe that, as a private company, the Company will be able to improve its ability to execute initiatives that over time will create additional value for the Company, as the Parent Entities believed recent developments in artificial intelligence, including Sequence’s operations, provided an opportunity for a transaction. The Parent Entities believe that this, along with the Company’s existing business and potential future opportunities, will allow the Parent Entities’ investment in the Company to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Parent Entities believe that the Company’s management and employees will be able to execute more effectively on future strategic plans.

Purpose and Reasons of the Baldwin Parties for the Mergers

Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Baldwin Parties are required to express to the unaffiliated security holders their purposes and reasons for the Company

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Merger. The Baldwin Parties are making this statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Baldwin Parties do not make any recommendation (other than in their capacities as directors) as to how the Company’s stockholders should vote their shares of Company Common Stock relating to the Mergers.

L. Lowry Baldwin and Trevor Baldwin co-founded the Company (formerly known as Baldwin Risk Partners) in 2011 with their partners Elizabeth Krystyn and Laura Sherman. L. Lowry Baldwin has served as Chairman of the Board since 2019. Trevor Baldwin has served as the Company’s Chief Executive Officer since May 2019 and as a director since September 2019. As further discussed in the section of this proxy statement titled “Special Factors—Background of the Mergers,” the Baldwin Parties concluded that a take-private transaction at this time would give management more flexibility to execute on future strategic plans than it would have as a public company. They also concluded that it would provide value to the Company’s stockholders, including the unaffiliated security holders.

As further described in the section of this proxy statement titled “Special Factors—Background of the Mergers,” the potential bidders requested meetings with the Company’s senior management about their rollover requirements. The Sponsors conveyed to Perella Weinberg and Ardea that a significant rollover was an important consideration in a Potential Transaction. The Baldwin Parties believed that the benefits of the proposed equity rollover contemplated by the Voting, Support and Rollover Agreements outweighed the detriments to them of those agreements, including the lack of liquidity they will have in their equity interests of Topco and/or Seller LLC. In deciding to enter into the Voting, Support and Rollover Agreements, the Baldwin Parties also considered their confidence in the existing management team, the prospects of the Company and the ability of the Sponsors to support the Company’s growth, including through Sequence’s alignment with the Company on leveraging frontier AI execution to deliver bespoke client solutions, services, and innovation.

The Baldwin Parties believe that it is in the best interests of the Company’s stockholders to receive immediate cash value for their investments in the Company, and in the best interests of the Company to operate as a privately held entity at this time. The Baldwin Parties believe that, as a privately held entity, the Company will have more flexibility to keep investing in growth and to pursue alternatives than it would have as a public company. They also believe that management will be able to concentrate on long-term growth, with less focus on the quarter-to-quarter performance often emphasized by the public equity market’s valuation of the Class A Common Stock.

If the Mergers are completed, the Company will become a wholly owned subsidiary of Parent, and the Class A Common Stock will cease to be publicly traded. For the Baldwin Parties, the purpose of the Mergers is to carry out the transactions contemplated by the Merger Agreement and the Voting, Support and Rollover Agreements. Those transactions will allow the Baldwin Parties to own equity interests of Topco and/or to retain their Retained Units, and to bear the rewards and risks of that ownership after the Mergers are completed and the Class A Common Stock ceases to be publicly traded. In considering the going-private transaction, the Baldwin Parties did not give significant consideration to any other transaction structures, because they believed the Mergers were the most direct and effective way to accomplish them. Further, the Baldwin Parties believe that structuring the transaction in such a manner is preferable to other alternative transaction structures because it will enable Parent to acquire all of the outstanding Company Common Stock, and at the same time, it represents an opportunity for the Company’s unaffiliated security holders to immediately realize the value of their investment in the Company at a price of $32.50 per share in cash, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, while also allowing the Baldwin Parties, the other Rollover Holders and the other holders of Rollover Stock and Retained Units to continue to own indirect equity interests in the Company after the Mergers and to bear the rewards and risks of such ownership after the Mergers.

Plans of Parent Entities for the Company after the Mergers

Following completion of the Mergers, Merger Sub will have been merged with and into the Company, with the Company surviving the Company Merger as a wholly owned subsidiary of Parent, and with the Sponsors owning indirect equity interests in the Company and the parties to the Rollover Agreements retaining indirect equity interests in the Company and/or OpCo LLC. The Parent Entities anticipate that the Company, and OpCo LLC, will continue to conduct its operations substantially as they are currently being conducted, except that the Company will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Topco and seek to leverage and increase efficiencies of operations through greater use of artificial intelligence, including Sequence’s operations. Further, following completion of the Mergers, the Parent Entities will continue to assess what additional changes, if

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any, would be desirable following the Mergers, including with respect to assets, corporate and capital structure, capitalization, operations, business, properties and personnel to enhance the business and operations of the Company and its subsidiaries, including OpCo LLC. Pursuant to the Merger Agreement, the Parent Entities expect that OpCo LLC will form Seller LLC, Seller LLC will form Seller Intermediate and Seller Intermediate will form Seller Merger Sub, and, immediately following the Initial Mergers, the Surviving Corporation and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC in the Second Merger.

The shares of Class A Common Stock are currently listed on NASDAQ and registered under the Exchange Act. Following completion of the Mergers and in compliance with applicable law, the Class A Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act.

From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors of Merger Sub immediately prior to the Effective Time will become the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will become the officers of the Surviving Corporation, in each case, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be. At the Effective Time, (i) the certificate of incorporation of the Company in effect immediately prior to the Effective Time will continue to be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, and (ii) the bylaws of the Company in effect immediately prior to the Effective Time will continue to be the bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law.

Plans of the Baldwin Parties after the Mergers

The Baldwin Parties do not have any plans, proposals or negotiations with respect to the Company or its subsidiaries other than those described in this proxy statement. The Baldwin Parties expect that the Company and OpCo LLC will be operated after the Mergers as described in “—Plans of Parent Entities for the Company after the Mergers.” Following the completion of the Mergers, the Class A Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act.

Following the completion of the Mergers, the Baldwin Parties will hold indirect equity interests in the Company through Topco and/or their Retained Units, pursuant to the Voting, Support and Rollover Agreements. Certain other members of Company management and key employees will hold similar interests pursuant to the Voting, Support and Rollover Agreements and the Rollover Commitment Letters. They are also expected to participate in a post-closing management incentive plan (see “—Interests of Executive Officers and Directors of the Company in the Mergers,” including “—Voting, Support and Rollover Agreements”). In connection with the Mergers, the Tax Receivable Agreement will be terminated in exchange for the final payments provided for in the TRA Amendment. For more information, see the sections of this proxy statement titled “—Background of the Mergers,” “—Certain Effects of the Mergers” and “TRA Amendment.”

Certain Effects of the Mergers

If the Company’s stockholders approve the Merger Agreement Proposal and all other conditions to the closing of the Mergers are either satisfied or waived, (a) LLC Merger Sub will merge with and into OpCo LLC, with OpCo LLC surviving the LLC Merger, (b) simultaneously with the LLC Merger, Merger Sub will merge with and into the Company, with the Company surviving the Company Merger as a wholly owned Subsidiary of Parent, and (c) immediately following the Initial Mergers, the Surviving Corporation and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC in the Second LLC Merger, with OpCo LLC surviving as the Second Surviving LLC.

Treatment of the Shares of Company Common Stock

At the Effective Time, each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than (A) shares held by the Company as treasury stock (other than shares of Class A Common Stock in an Employee Plan of the Company), (B) shares held by Topco or any of its Subsidiaries, including the Rollover Stock, (C) shares held by any Subsidiary of the Company and (D) Class A Dissenting Shares (collectively, the “Excluded Shares”), will be converted into the right to receive the Merger Consideration. As of the Effective Time, all such shares of Class A Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive the Merger Consideration. Each share of Class A Common Stock held by the Company as treasury stock (other than shares of Class A Common

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Stock in an Employee Plan of the Company) immediately prior to the Effective Time will be canceled and will cease to exist without any conversion thereof, and no consideration will be delivered therefor. Each share of Class A Common Stock held by Topco or any of its Subsidiaries, including the Rollover Stock, immediately prior to the Effective Time will remain outstanding following the Company Merger and will not be entitled to receive the Merger Consideration. Each share of Class A Common Stock held by any Subsidiary of the Company immediately prior to the Effective Time will be canceled and will cease to exist without any conversion thereof, and no consideration will be delivered therefor. Rollover Stock will be contributed to Topco in exchange for equity interests in Topco pursuant to the Voting, Support and Rollover Agreements. Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time will be converted into the right to receive an equivalent number of shares of Class A Common Stock. Prior to the Initial Mergers and conditioned upon the immediate subsequent occurrence of the Effective Time, pursuant to the OpCo LLC Agreement and the terms and conditions set forth in the Closing Exchanges Notice, holders of OpCo LLC Units (other than the Company) will have the right to effect the Closing Exchanges, which will result in the automatic transfer for no consideration to the Company of a number of shares of Class B Common Stock held by such exchanging holder equal to the number of OpCo LLC Units so exchanged. Other than Class B Dissenting Shares, each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges) will be canceled and will cease to exist without any conversion thereof, and no consideration will be delivered therefor.

Treatment of the OpCo LLC Units

Prior to the Company Merger, holders of OpCo LLC Units (other than the Company) will have the right to effect the Closing Exchanges, pursuant to which such holders may exchange all outstanding OpCo LLC Units held by them for an equal number of shares of Class A Common Stock, in accordance with the OpCo LLC Agreement and the terms and conditions set forth in the Closing Exchanges Notice delivered by OpCo LLC to all holders of OpCo LLC Units at least five Business Days prior to the Closing. The Closing Exchanges will be consummated immediately prior to, and conditioned upon the immediate subsequent occurrence of, the Effective Time. Holders of OpCo LLC Units who are parties to the Rollover Agreements have agreed not to effect an Exchange with respect to their Retained Units and to retain such OpCo LLC Units immediately prior to the Effective Time. In addition, immediately prior to the Initial Mergers and following the Closing Exchanges, certain stockholders of the Company who are parties to the Rollover Agreements will contribute their Rollover Stock to Topco in exchange for equity interests in Topco (the “Stockholder Rollover”).

At the Effective Time and following the Closing Exchanges, by virtue of the LLC Merger and without any action on the part of Parent, the Company, LLC Merger Sub or any holder of OpCo LLC Units: (i) each OpCo LLC Unit issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges), other than (A) each OpCo LLC Unit held by OpCo LLC, (B) each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company, (C) the Retained Units and (D) each OpCo LLC Unit held by any Subsidiary of OpCo LLC, will be converted into the right to receive the Merger Consideration, and all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive the Merger Consideration on the terms and conditions set forth in the Merger Agreement; (ii) each Retained Unit and each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company will remain outstanding following the LLC Merger and will not be entitled to receive the Merger Consideration; and (iii) each OpCo LLC Unit held by OpCo LLC or by any Subsidiary of OpCo LLC, and each unit of LLC Merger Sub, will be canceled and will cease to exist without any conversion thereof, and no consideration will be delivered therefor.

Immediately following the Initial Mergers, the Surviving Corporation and Seller Intermediate will cause Seller Merger Sub to merge with and into OpCo LLC in the Second LLC Merger, with OpCo LLC surviving as the Second Surviving LLC. At the Second Effective Time, each unit of Seller Merger Sub outstanding immediately prior to the Second Effective Time will be canceled and converted into one OpCo LLC Unit, and each OpCo LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive one Seller LLC Unit. As of the Second Effective Time, all such OpCo LLC Units will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter represent only the right to receive Seller LLC Units on the terms and conditions set forth in the Merger Agreement.

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Treatment of Company Equity Awards

With respect to the outstanding equity awards of the Company, at the Effective Time, such awards will generally be treated as follows:

Benefits of the Mergers for the Company’s Unaffiliated Stockholders

The primary benefit of the Mergers to the Unaffiliated Stockholders will be their right to receive the Merger Consideration of $32.50 per share of Class A Common Stock in cash, without interest, as described above. The Consideration represents approximately (i) 87.5% of the unaffected closing price of the Class A Common Stock on June 17, 2026 (the last trading day prior to the initial public leak of the Company’s consideration of a sale process), (ii) 65.9% of the 30-day volume weighted average price of the shares of Class A Common Stock as of June 17, 2026, and (iii) 9.6% of the closing price of the shares of Class A Common Stock as of September 11, 2026. Additionally, such stockholders will avoid the risk after the Mergers of any possible decrease in our future earnings, growth or value.

Detriments of the Mergers to the Company’s Unaffiliated Stockholders

The primary detriments of the Mergers to our Unaffiliated Stockholders include the lack of an interest of such stockholders in the potential future earnings, growth or value realized by the Company after the Mergers.

Certain Effects of the Mergers for the Parent Entities and the Baldwin Parties

Following the consummation of the Mergers and after giving effect to the Rollover, the Parent Entities will directly own a majority of the equity interests of the Company, and the Parent Entities and their affiliates will be the beneficiary of a majority of the future earnings, growth and value of the Company, including its net book value and net earnings, and the Parent Entities and their affiliates will control the voting on corporate matters affecting the Company.

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The table below sets forth the estimated beneficial ownership of shares of Company Common Stock and resulting interests in the Company’s net book value and net earnings of the Parent Entities prior to and immediately after the Merger, based on the Company’s net book value at June 30, 2026 and net earnings for the three months ended June 30, 2026, as if the Mergers were completed on such date.

Additionally, following the Mergers, the shares of Class A Common Stock will be delisted from NASDAQ, will be deregistered under the Exchange Act and will cease to be publicly traded. See the section of this proxy statement titled “Special Factors – Plans of Parent Entities for the Company after the Mergers.” As such, the Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of Company Common Stock face as a result of the provisions of Section 16 of the Exchange Act. The Company will also be relieved of the obligation to separately prepare and furnish information to its stockholders. The Parent Entities will benefit from any public company regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriment of the Mergers to the Parent Entities is the fact that the Parent Entities (along with the parties to the Rollover Agreements) will bear all of the risk of any possible decrease in the future earnings, growth or value of the Company following the Mergers. Additionally, Parent’s ownership of the equity interests of the Company will be illiquid, with no public trading market for such securities.

The primary benefits of the Mergers to the Baldwin Parties include that (i) they will receive the Merger Consideration in respect of any shares of Class A Common Stock or OpCo LLC Units held by them that are not Rollover Stock or Retained Units, (ii) through their Retained Units, which will be converted into Seller LLC Units in the Second LLC Merger, they will continue to have an indirect interest in the future earnings, growth and value of the Company, as set forth in the table above, (iii) they will receive Final TRA Payments under the TRA Amendment, and (iv) they will receive the compensation and other benefits described in the section of this proxy statement titled “Special Factors—Interests of Directors and Executive Officers; Other Potential Conflicts.” The primary detriments of the Mergers to the Baldwin Parties include that they will bear the risk of any possible decrease in the future earnings, growth or value of the Company following the Mergers in respect of their Retained Units, that their Seller LLC Units will be illiquid with no public trading market, and that the Final TRA Payments reflect an approximately 20% concession to the Early Termination Payments that would otherwise be payable to them under the Tax Receivable Agreement.

For U.S. federal (and applicable state and local) income tax purposes, with respect to the Baldwin Parties: (i) the exchange of shares of Class A Common Stock held by the Baldwin Parties for cash equal to the Merger Consideration in the Company Merger is expected to have the same tax consequences as discussed below in the section titled “Material U.S. Federal Income Tax Consequences of the Mergers—U.S. Federal Income Tax

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Consequences of the Company Merger to U.S. Holders of Shares of Class A Common Stock,” (ii) the receipt of cash with respect to any Retained Units in the Rollover is intended to be treated as a distribution governed by Section 731 of the Code, and the Baldwin Parties will recognize taxable gain to the extent the amount of the distribution exceeds their adjusted tax basis in OpCo LLC, and (iii) with respect to the receipt of the Final TRA Payment, (a) a portion of the Final TRA Payment attributable to sales and exchanges of OpCo LLC Units in connection with transactions not contemplated by the Merger Agreement is intended to be treated as additional consideration for such OpCo LLC Units, unless a portion of such additional consideration may be treated as imputed interest to the extent required by law and (b) the remainder of the Final TRA Payment is expected to be treated as a termination payment with respect to the Tax Receivable Agreement governed by Section 1234A of the Code, unless the parties otherwise agree to an alternative treatment (which could include treating such remainder as an additional distribution governed by Section 731 of the Code, as described above).

Certain Effects on the Company if the Mergers Are Not Completed

If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Mergers are not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Company Common Stock in connection with the Mergers. Instead, the Company will remain an independent public company, and the shares of Company Common Stock will continue to be quoted on Nasdaq, for so long as it continues to meet eligibility listing standards. In addition, if the Mergers are not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the risks and opportunities associated with its insurance brokerage, insurance agency and related insurance businesses, including regulatory, competitive and economic risks. You should also read and consider carefully the other information in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other SEC filings. See the section of this proxy statement titled “Where You Can Find More Information.”

Failure to complete the Mergers could negatively impact the Company’s business and the market price of the shares of Class A Common Stock.

If the Mergers are not completed, depending on the circumstances that would have caused the Mergers not to be completed, the price of the shares of Class A Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares of Class A Common Stock would return to the price at which the shares of Class A Common Stock are trading as of the date of this proxy statement. Accordingly, if the Mergers are not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Class A Common Stock (and thus, the value of the Class B Common Stock). If the Mergers are not completed, the Board will continue to evaluate and review the Company’s business operations, properties, dividend policy, share repurchase policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Mergers are not completed for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, financial condition or results of operation will not be adversely impacted.

If the Mergers are not completed for any reason, we will be subject to a number of material risks, including the disruption to our business resulting from the announcement of the signing of the Merger Agreement, the diversion of management’s attention from our day-to-day business, and the substantial restrictions imposed by the Merger Agreement on the operation of our business during the period before the completion of the Mergers, which may make it difficult for us to achieve our business goals if the Mergers do not occur.

Failure to complete the Mergers could trigger the payment of a termination fee.

If the Merger Agreement is terminated, under specified conditions, including termination by the Company in connection with entering into an alternative acquisition agreement with respect to a Superior Proposal or termination by Parent following an Adverse Recommendation Change by the Board (acting upon the recommendation of the Special Committee) prior to the time the Requisite Company Vote is obtained, or in other limited circumstances, the Company must pay Parent a Company Termination Fee of $170,334,000. See the section of this proxy statement titled “The Merger Agreement—Company Termination Fee.”

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Unaudited Prospective Financial Information of the Company

The Company does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. The Projections (as defined below) cover multiple years and such information by its nature becomes less reliable with each successive year. In connection with the Special Committee’s and the Board’s evaluation of a Potential Transaction, the Company’s management independently prepared certain unaudited prospective financial information for fiscal years 2026 through 2031, which we refer to as the “Company Forecasts.” The Company Forecasts were made available to the Special Committee and the Board in connection with their consideration and evaluation of a Potential Transaction, and the Board approved the use of such Company Forecasts by Ardea and Perella Weinberg in connection with their financial analyses and opinions. DFO and Sequence also received the Projections as part of their evaluation of a potential acquisition of the Company.

The Company is including a summary of the Company Forecasts in this proxy statement in order to provide the Company’s stockholders with access to the projections that were made available to the Special Committee and the Board in connection with their evaluation of a Potential Transaction, made available to DFO and Sequence in connection with their due diligence review and made available to Ardea and Perella Weinberg, and which the Board instructed Ardea and Perella Weinberg to use, in connection with their financial analyses and opinions. All dollar amounts (except per share data) presented are stated in millions of dollars, unless otherwise indicated. Amounts may not foot due to rounding.

Company Forecasts

The following table presents a summary of the Company Forecasts, which were prepared as of June 30, 2026. The Company Forecasts include projections both including and excluding the impact of future acquisitions by the Company. As described in the sections of this proxy statement titled “Special Factors—Opinion of Perella Weinberg Partners LP” and “Special Factors—Opinion of Ardea Partners LP,” Perella Weinberg’s financial analyses relied on the Company Forecasts excluding the impact of future acquisitions (reflected in the line items below identified as “Excluding M&A Impact”), while Ardea’s financial analyses relied on the Company Forecasts including the impact of future acquisitions.

Tax Attributes Projections

The Company, with the assistance of its tax advisors, prepared certain unaudited projections with respect to prospective tax benefits related to exchanges of OpCo LLC Units and deemed exchanges (in connection with a Change of Control) of OpCo LLC Units, net of payments required under the Tax Receivable Agreement with respect to such tax benefits, for fiscal years 2026 through 2052, the final version of which we refer to as the “Tax Attributes Projections” (together with the Company Forecasts, the “Projections”). The Tax Attributes Projections excluding the impact of future acquisitions were taken into account by Perella Weinberg and the Tax Attributes Projections including the impact of future acquisitions were taken into account by Ardea, in each case, in connection with their financial analyses of the transaction. The Tax Attributes Projections taken into account by Perella Weinberg and Ardea were derived from the same underlying model and assumptions, which was prepared on September 10, 2026

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by the Company and its tax advisors, except that (i) Perella Weinberg excluded, and Ardea included, the impact of future acquisitions and (ii) each financial advisor used a different assumed value per share of Class A Common Stock as an input, with Perella Weinberg using $29.65, the closing price of the Class A Common Stock on September 11, 2026, the last trading day prior to the public announcement of the Mergers, and Ardea using $26.58, the closing price of the Class A Common Stock on June 30, 2026, the date of the Company Forecasts. Neither financial advisor used the $32.50 per share Merger Consideration as an input. For more information regarding the TRA Amendment, please refer to the section of this proxy statement titled “TRA Amendment.”

The following table presents a summary of the Tax Attributes Projections as taken into account by Perella Weinberg (for additional detail see the section of this proxy statement titled “Special Factors—Opinion of Perella Weinberg Partners LP”).

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The following table presents a summary of the Tax Attributes Projections as taken into account by Ardea (for additional detail see the section of this proxy statement titled “Special Factors—Opinion of Ardea Partners LP”).

Additional Information About the Projections

The inclusion of the Projections in this proxy statement should not be regarded as an indication that any of the Company or any of its affiliates, advisors or representatives have considered the Projections to be predictive of actual future events, and the Projections should not be relied upon as such. This summary of these internal financial projections is not being included in this proxy statement to influence your decision whether to vote in favor of any proposal. The Company advises the recipients of the Projections that its internal financial forecasts upon which the Projections were based are subjective in many respects.

Although presented with numerical specificity, the Projections were based on numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Projections were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company. Important factors that may affect actual results and cause these internal financial Projections to not be achieved include, but are not limited to, risks and uncertainties relating to the business of the Company (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry

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performance, the regulatory and competitive environment, general business and economic conditions and other risk factors referenced in the section of this proxy statement titled “Cautionary Statement Concerning Forward-Looking Information.” Various assumptions underlying the Projections may not prove to have been, or may no longer be, accurate. The Projections may not be realized, and actual results may be significantly higher or lower than projected in the Projections. The Projections summarized above do not give effect to the Mergers. The Projections also reflect assumptions as to certain business strategies or plans that are subject to change. The Projections do not take into account any circumstances or events occurring after the date they were prepared. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Projections in this proxy statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially from the Projections (and will differ materially if the Mergers and the other transactions contemplated by the Merger Agreement are completed). For all of these reasons, the internal financial Projections, and the assumptions upon which they are based, (i) are not guarantees of future results; (ii) are inherently speculative; and (iii) are subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in these internal financial Projections. Accordingly, there can be no assurance that the Projections will be realized.

The Projections were prepared solely for internal use and to assist the Special Committee and the Board with their consideration and evaluation of a Potential Transaction, including the Mergers, Ardea and Perella Weinberg with their financial analyses and opinions and DFO and Sequence with their due diligence review of the Company, and although they were prepared on an accounting basis consistent with the Company’s financial statements, they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, the Company. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference into this proxy statement relates to the Company’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

Adjusted EBITDA, Adjusted EBITDA (Excluding M&A Impact) and Pro Forma Adjusted EBITDA contained in the Projections are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Projections were relied upon by Ardea and Perella Weinberg for purposes of their opinions and by the Board and the Special Committee in connection with their evaluation of a Potential Transaction. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Mergers if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Ardea and Perella Weinberg for purposes of their opinions or by the Board or the Special Committee in connection with their evaluation of a Potential Transaction. Accordingly, the Company has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. 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. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

For these reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. None of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Ardea and Perella Weinberg) can give you any assurance that actual results will not differ from these Projections. Except as required by applicable law, none of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Ardea and Perella Weinberg) undertake any obligation to update or otherwise revise or reconcile the Projections or the specific portions presented to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if

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any, reliance on the specific portions of the Projections aforementioned. None of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Ardea and Perella Weinberg) intend to make publicly available any update or other revision to these Projections. In addition, none of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Ardea and Perella Weinberg) have made, make, or are authorized in the future to make, any representation to any stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Projections or that projected results will be achieved, and any statements to the contrary should be disregarded. The Company has made no representation to the Parent Entities, in the Merger Agreement or otherwise, concerning the Projections.

Interests of Executive Officers and Directors of the Company in the Mergers

In considering the recommendation of the Board that the stockholders of the Company vote in favor of the adoption the Merger Agreement, the Company’s stockholders should be aware that the executive officers and directors of the Company have certain interests in the transaction that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby, including the Mergers, and in making its recommendations that the Company’s stockholders vote in favor of the adoption of the Merger Agreement.

For purposes of this disclosure, we have included the Company’s executive officers, including the NEOs for the Company’s most recent proxy statement, which was for the fiscal year ended December 31, 2025. The Company’s NEOs are:

In addition, Trevor Baldwin and L. Lowry Baldwin (collectively, the “Baldwin Parties”) have entered into Voting, Support and Rollover Agreements with Parent and, pursuant to those agreements, will contribute certain shares of Class A Common Stock to Topco in exchange for equity interests in Topco and retain certain OpCo LLC Units. As of September 11, 2026, Trevor Baldwin beneficially owned 132,225 shares of Class A Common Stock and 1,942,388 shares of Class B Common Stock, representing approximately 1.4% of the combined voting power of the Company’s outstanding capital stock, and L. Lowry Baldwin beneficially owned 361,538 shares of Class A Common Stock and 19,577,371 shares of Class B Common Stock, representing approximately 14.2% of the combined voting power. Accordingly, the Baldwin Parties have interests in the Mergers that differ from those of the Company’s Unaffiliated Stockholders because, in addition to receiving the Merger Consideration for shares not contributed in the Rollover, they will retain a continuing equity interest in the post-Mergers business through the Rollover and retained units.

Treatment of Company Equity Awards

With respect to the outstanding equity awards of the Company, including those held by the Company’s executive officers, at the Effective Time, such awards will generally be treated as follows: (i) achievement of the

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performance goals applicable to each award of Company PSUs will be determined by the Company’s Compensation Committee prior to the Effective Time (but will not exceed the midpoint between “target” and “superior” performance), and each Company PSU award, to the extent so earned, will be converted into the right to receive an amount equal to (a) the number of shares subject to such earned Company PSU award, multiplied by (b) the Merger Consideration. However, if necessary to avoid adverse tax consequences under Section 4999 of the Internal Revenue Code, certain Company PSU awards may instead be converted into contingent cash awards that are subject to the same service vesting schedule that applied to the corresponding Company PSU award prior to the Effective Time and (ii) each outstanding Company RSA scheduled to vest on or before January 1, 2028 will be converted into the right to receive an amount equal to (a) the number of shares subject to such Company RSA, multiplied by (b) the Merger Consideration. Each outstanding Company RSA scheduled to vest in whole or in part after January 1, 2028 will become vested with respect to that portion that would have vested on or prior to January 1, 2028 if such award had vested in equal annual installments, and such vested portion will be converted into the right to receive an amount equal to (a) the number of shares subject to such vested portion, multiplied by (b) the Merger Consideration. All other Company RSAs will be converted into contingent cash awards that are subject to the same service vesting schedule that applied to the corresponding Company RSA prior to the Effective Time. Company RSAs granted after the date of the Merger Agreement will be converted in their entirety into such contingent cash awards. To the extent the corresponding award so provides, contingent cash awards will vest upon a termination without cause or for good reason within twelve months following the Effective Time, subject to execution of a release.

Executive Severance and Change in Control Benefit Program

Pursuant to the terms of the Company’s Executive Severance and Change in Control Benefit Program (the “Severance Plan”), if an executive officer’s employment is terminated either (i) by the Company without cause or (ii) by the executive officer for good reason , in each case during the period beginning 90 days prior to and ending 12 months following a change in control of the Company (a “Qualified Termination”), then such executive officer is entitled to receive the following severance benefits subject to the timely execution and non-revocation of a general release of claims:

For an estimate of the amounts that may be payable to each of the Company’s named executive officers pursuant to the Executive Severance and Change in Control Benefit Program, please see the subsection titled “—Golden Parachute Compensation.”

Employment Agreements

The Company has entered into employment agreements with each of its named executive officers; however, change in control and severance benefits are provided to the NEOs pursuant to the Severance Plan, rather than pursuant to the individual employment agreements. On February 26, 2026, Baldwin Holdings entered into a Second Amended and Restated Employment Agreement with Mr. Roche, which will become fully effective on January 1, 2027 (with certain limited provisions effective earlier) (the “Roche Agreement”). On the effective date of the Roche

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Agreement, Mr. Roche will transition from his current roles to serve as Executive Chairman of Underwriting, Capacity & Technology Solutions operating group, as President of the attorneys in fact and sponsored reciprocals. Mr. Roche will no longer participate in the Severance Plan, but will remain eligible for severance compensation and benefits equivalent to those provided to Group 1 executives under the Severance Plan. Pursuant to the terms of the Roche Agreement, Mr. Roche received a one time award of 240,000 restricted shares of the Company’s Class A Common Stock, which will vest in four equal annual installments beginning January 1, 2027, subject to continued employment, with accelerated vesting available upon a double-trigger vesting event, including in the event that a Change in Control (as defined in the Roche Agreement) occurs and either (i) Mr. Roche resigns for good reason or (ii) Mr. Roche is terminated by the Company without cause. Under the Merger Agreement, 120,000 of these restricted shares (representing the two tranches scheduled to vest on or before January 1, 2028) will convert to cash at the Merger Consideration at the Effective Time. The remaining 120,000 restricted shares will convert to Contingent RSA Cash Awards, which will vest upon continued service with the Surviving Corporation or, consistent with the double-trigger acceleration provisions of the Roche Agreement, upon Mr. Roche’s termination without cause or resignation for good reason within twelve months following the Effective Time, subject to execution of a release of claims.

Voting, Support and Rollover Agreements

Certain stockholders of the Company and holders of OpCo LLC Units, including certain named executive officers and other employees, have entered into Voting, Support and Rollover Agreements with Parent, pursuant to which, among other things, each such stockholder will, subject to the terms and conditions set forth in the applicable agreement, vote or cause to be voted its shares of Class A Common Stock and Class B Common Stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, contribute certain shares of Class A Common Stock to Square Acquisition Topco, LLC, a Delaware limited liability company (“Topco”), in exchange for equity interests in Topco, and retain certain OpCo LLC Units.

Certain other employees of the Company have agreed with the Company to, at the Company’s request, contribute or retain a certain portion of such persons’ shares of Company Common Stock and/or OpCo LLC Units in connection with the closing of the Mergers.

In addition, Parent has informed the Company that it intends for Topco (or a designated affiliate of Topco) to adopt, contemporaneously with, or promptly following the Closing, a management incentive plan (the “MIP”), under which the Company’s executive officers (including its NEOs) and certain other employees and members of management and key employees may be eligible to receive equity or equity-based incentive awards. The MIP contemplates an award pool representing 8% of the fully diluted equity of Topco following the Closing, approximately 75% of which is expected to be allocated at or promptly following the Closing, to be granted primarily in the form of stock options (and, in certain cases, profits interests) subject to time-based and performance-based vesting conditions. No awards will be allocated or granted under the MIP prior to the Closing.

Section 280G and 4999 Matters

In connection with the signing of the Merger Agreement, the parties agreed that the Company may, in consultation with Parent, take actions to eliminate or mitigate the effects, if any, of Section 280G and 4999 of the Code, including without limitation, (i) accelerating the grant, vesting and payment into 2026 of any compensation and benefits that otherwise would vest or become payable at or prior to the Effective Time; (ii) the payout of accrued vacation in 2026; (iii) obtaining third-party valuations of restrictive covenants; or (iv) entering into agreements with disqualified individuals, provided that the payments and benefits that are payable or paid to such individual shall be reduced only if the disqualified individual would receive, on an after-tax basis, a greater amount of the aggregate payments and benefits after such reduction is applied.

Quantification of Payments and Benefits to the Company’s Named Executive Officers

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K under the Securities Act, which requires disclosure of information about certain compensation for each NEO of the Company that is based on, or otherwise relates to, the Mergers. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and is subject to a non-binding advisory vote of the stockholders of the Company.

The table below sets forth the amount of payments and benefits that each of the Company’s NEOs would receive in connection with the Mergers, assuming (i) that the Mergers were consummated and each such NEO

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experienced a qualifying termination on October 12, 2026, the latest practicable date prior to the filing of this proxy statement (which is the assumed date solely for purposes of this golden parachute compensation disclosure); (ii) a per share price of Class A Common Stock of $32.50 (the Merger Consideration); (iii) that each NEO’s base salary rate and annual target bonus remain unchanged from those in effect as of such date; and (iv) equity awards that are outstanding as of such date.

The calculations in the table below do not include any amounts that the NEOs were entitled to receive or that were vested as of the date hereof. In addition, these amounts do not attempt to forecast any forfeitures that may occur prior to the closing or any awards that, by their terms, vest irrespective of the Mergers prior to October 12, 2026. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by an NEO may materially differ from the amounts set forth below.

For purposes of this discussion, “single trigger” refers to benefits that arise solely as a result of the completion of the Mergers.

Golden Parachute Compensation

The following table shows the number and estimated value of the unvested Company PSUs and unvested Company RSAs held by the named executive officers:

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performance), prior to the Effective Time. For purposes of this table, we have assumed that unvested Company PSUs have been deemed earned based on the midpoint between target performance and superior performance.

Intent of the Company’s Directors and Executive Officers to Vote in Favor of the Mergers

Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal. As of [  ], 2026, the Record Date for the Special Meeting, our directors and executive officers directly owned, in the aggregate, [  ] shares of Company Common Stock entitled to vote at the Special Meeting, or collectively approximately [  ]% of all the outstanding shares of Company Common Stock entitled to vote at the Special Meeting.

Intent of the Baldwin Parties to Vote in Favor of the Mergers

The Baldwin Parties have entered into Voting, Support and Rollover Agreements with Parent. As of September 11, 2026, Trevor Baldwin beneficially owned 132,225 shares of Class A Common Stock and 1,942,388 shares of Class B Common Stock, representing approximately 1.4% of the combined voting power of the Company’s outstanding capital stock, and L. Lowry Baldwin beneficially owned 361,538 shares of Class A Common Stock and 19,577,371 shares of Class B Common Stock, representing approximately 14.2% of the combined voting power. Pursuant to the Voting, Support and Rollover Agreements, the Baldwin Parties have agreed to vote, or cause to be voted, all shares of Company Common Stock owned or controlled by them in favor of the Merger Agreement Proposal, the approval of the Mergers and the other transactions contemplated thereby, and any permitted adjournment or postponement of the Special Meeting.

Appraisal Rights

If the Company Merger is consummated, holders of record and beneficial owners of Company Common Stock who do not vote in favor of the Merger Agreement Proposal (whether by voting against the Merger Agreement Proposal, abstaining or otherwise not voting with respect to the Merger Agreement Proposal), who properly demand an appraisal of their shares in writing prior to the vote on the Merger Agreement Proposal, who continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their shares of Company Common Stock from the date of making the demand through the effective date of the Company Merger, who otherwise comply with the statutory requirements of Section 262 and who do not withdraw their demands or otherwise lose their rights to appraisal, subject to the conditions thereof, are entitled to seek appraisal of their shares in connection with the Company Merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to a record holder of shares of Company Common Stock. Unless the context requires otherwise, all references in Section 262 and in this summary to a “beneficial owner” are to a person who is the beneficial owner of shares of Company Common Stock held either in voting trust or by a broker, banker or other nominee on behalf of such person. Unless the context requires otherwise, all references in Section 262 and in this summary to a “person” are to any individual, corporation, partnership, unincorporated association or other entity.

The following summary is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at

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the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders and beneficial owners exercise their appraisal rights under Section 262. Stockholders and beneficial owners of shares of Company Common Stock should carefully review the full text of Section 262 as well as the information discussed below. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of appraisal rights under the DGCL.

Under Section 262, if the Company Merger is consummated, stockholders or beneficial owners of shares of Company Common Stock who (1) deliver a written demand for appraisal of such holder’s or owner’s shares of Company Common Stock to the Company prior to the vote on the Merger Agreement Proposal; (2) do not vote in favor of the Merger Agreement Proposal (whether by voting against the Merger Agreement Proposal, abstaining or otherwise not voting with respect to the Merger Agreement Proposal); (3) continuously hold (in the case of a stockholder) or own (in the case of a beneficial owner) such shares from the date of making the demand through the effective date of the Company Merger; (4) otherwise comply with the statutory requirements and satisfy certain ownership thresholds set forth in Section 262(g) and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to have their shares of Company Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration they would receive pursuant to the Company Merger if they did not seek appraisal of their shares of Company Common Stock, for the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Company Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Company Merger through the date of payment of the judgment. If you are a stockholder and you wish to exercise appraisal rights, your demand must reasonably inform the Company of your identity and that you intend to demand appraisal of your shares. If you are a beneficial owner of shares of Company Common Stock and you wish to exercise appraisal rights in such capacity, in addition to the foregoing requirements, your demand must also (1) reasonably identify the holder of record of the shares for which that demand is made, (2) be accompanied by documentary evidence of your beneficial ownership of such shares of Company Common Stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which you consent to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f). However, with respect to the Class A Common Stock, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of shares of Class A Common Stock entitled to appraisal exceeds one percent of the outstanding shares of Class A Common Stock or (2) the value of the consideration provided in the Company Merger for such total number of shares exceeds $1 million. The Company refers to these conditions as the “ownership thresholds.” After the Delaware Court of Chancery determines the persons entitled to an appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceedings, the Delaware Court of Chancery will determine the fair value of the Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Company Merger, together with interest to be paid, if any, upon the amount determined to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective date of the Company Merger through the date of payment of the judgment at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Stockholders and beneficial owners considering seeking appraisal should bear in mind that the fair value of their shares of Company Common Stock determined under Section 262 could be more than, the same as, or less than the consideration described in the Merger Agreement, and that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a transaction are not opinions as to fair value under Section 262. The Surviving Corporation reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Company Common Stock is less than the applicable consideration described in the Merger Agreement.

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

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of Company Common Stock must do ALL of the following:

Stockholders and beneficial owners that hold or beneficially own shares of Company Common Stock who elect to demand appraisal of their shares must deliver their written demand to:

The Baldwin Insurance Group, Inc.

Attention: General Counsel

4211 W. Boy Scout Blvd., Suite 800

Tampa, Florida 33607

Any person who has complied with the applicable requirements of Section 262 and is otherwise entitled to appraisal rights or the Surviving Corporation may file a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a person other than the Surviving Corporation, demanding a determination of the fair value of the stock of all persons entitled to appraisal within 120 days after the effective date of the Company Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so, and persons seeking to exercise appraisal rights should not assume that the Surviving Corporation will file such a petition or that the Surviving Corporation will initiate any negotiations with respect to the fair value of such. Accordingly, stockholders and beneficial owners who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders or owners of Class A Common Stock who asserted appraisal rights unless one of the ownership thresholds is met.

For stockholders, because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement Proposal, each stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the Merger Agreement Proposal, abstain or not vote his, her or its shares. Neither voting against, abstaining from voting on or failing to vote on the adoption of the Merger Agreement Proposal will alone suffice to constitute a written demand for appraisal within the meaning of Section 262.

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Filing Written Demand

A stockholder or beneficial owner wishing to exercise appraisal rights must deliver to the Company, before the vote on the Merger Agreement Proposal at the Special Meeting, a written demand for the appraisal of such holder’s or owner’s shares of Company Common Stock. In addition, that stockholder or beneficial owner must not vote or submit a proxy in favor of the Merger Agreement Proposal. A vote in favor of the Merger Agreement Proposal, at the Special Meeting or by proxy (whether by mail or via the Internet or telephone), will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal with respect to such stockholder’s shares. For a stockholder, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement Proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. A stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger Agreement Proposal or abstain from voting on the Merger Agreement Proposal. Neither voting against the Merger Agreement Proposal nor abstaining from voting or failing to vote on the Merger Agreement Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Agreement Proposal. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger Agreement Proposal at the Special Meeting will constitute a waiver of appraisal rights.

A stockholder exercising appraisal rights must hold of record the shares of Company Common Stock on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the Company Merger. A beneficial owner exercising appraisal rights must own the shares of Company Common Stock on the date the written demand for appraisal is made and must continue to own such shares through the effective date of the Company Merger.

A holder of record of shares of Company Common Stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Company Common Stock by or on behalf of holder of record must reasonably inform the Company of the identity of the holder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of Company Common Stock. A demand for appraisal in respect of shares of Company Common Stock should be executed by or on behalf of the beneficial owner and must reasonably inform the Company of the identity of the beneficial owner and that the beneficial owner intends thereby to demand an appraisal of such owner’s shares. The demand made by such beneficial owner must also (1) reasonably identify the holder of record of the shares of Company Common Stock for which the demand is made, (2) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f).

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

The Baldwin Insurance Group, Inc.

Attention: General Counsel

4211 W. Boy Scout Blvd., Suite 800

Tampa, Florida 33607

At any time within 60 days after the effective date of the Company Merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such person’s demand for appraisal and to accept the consideration offered pursuant to the Merger Agreement, without interest and less any applicable withholding taxes, by delivering to the Company, as the Surviving Corporation, a written withdrawal of the demand for appraisal. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under Section 262(k) (a “Reservation”); provided, however, that this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the consideration offered pursuant to the Merger Agreement within 60 days after the

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effective date of the Company Merger. Except with respect to any person who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, the person will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Company Merger is completed, within 10 days after the effective date of the Company Merger, the Surviving Corporation will notify each record holder of shares of Company Common Stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the Merger Agreement Proposal, and any beneficial owner who has demanded appraisal in accordance with Section 262 that the Company Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective date of the Company Merger, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a person, demanding a determination of the value of the shares held by all persons entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and the Company’s stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Company Common Stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Company Common Stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective date of the Company Merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Company Common Stock not voted in favor of the Merger Agreement Proposal and with respect to which the Company has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares of Company Common Stock (provided that, where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares of Company Common Stock will not be considered a separate stockholder holding such shares of Company Common Stock for purposes of such aggregate number). The Surviving Corporation must send this statement to the requesting person within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a person and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the Surviving Corporation and all of the persons shown on the verified list at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery and the costs of any such notice are borne by the Surviving Corporation.

At the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any person fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

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The Delaware Court of Chancery will dismiss appraisal proceedings as to all of holders or owners of Class A Common Stock who are otherwise entitled to appraisal rights unless (1) the total number of shares of Class A Common Stock entitled to appraisal exceeds one percent of the outstanding shares of the class of Company Common Stock eligible for appraisal or (2) the value of the consideration provided in the Company Merger for such total number of shares exceeds $1 million.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal, and, with respect to the Class A Common Stock, that at least one of the ownership thresholds above has been satisfied, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Company Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Company Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Company Merger and the date of payment of the judgment. However, the Surviving Corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest accrued before such voluntary cash payment, unless paid at that time.

In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Company Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in the Company Merger is not an opinion as to, and may not in any manner address, fair value under Section 262. Although the Company believes that the consideration offered pursuant to the Merger Agreement is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and the Company’s stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, such consideration. Neither the Company nor Parent anticipates offering more than the consideration offered pursuant to the Merger Agreement to any stockholder or beneficial owner exercising appraisal rights, and each of the Company and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Class A Common Stock is less than the consideration offered pursuant to the Merger Agreement. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be

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determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the list filed by the Surviving Corporation pursuant to Section 262(f) who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a Reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Company Common Stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Company Common Stock will be deemed to have been converted at the effective time of the Company Merger into the right to receive the consideration as provided in the Merger Agreement. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Company Merger, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or if the person delivers to the Surviving Corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the consideration as provided in the Merger Agreement in accordance with Section 262.

From and after the effective date of the Company Merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares in compliance with Section 262 will be entitled to vote such shares of Company Common Stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the Company Merger). If a person who has made a demand for an appraisal in accordance with Section 262 delivers to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with Section 262(e), either within 60 days of the effective date of the Company Merger or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal of such shares will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a Reservation; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Company Merger or consolidation within 60 days after the effective date of the Company Merger. If a petition for appraisal is not filed with the Delaware Court of Chancery within 120 days after the effective time of the Company Merger, then the rights of beneficial owners and holders of record to appraisal will cease.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a person’s statutory appraisal rights. In that event, you will be entitled to receive the consideration for your dissenting shares in accordance with the Merger Agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

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

The following is a general discussion of the material U.S. federal income tax consequences of (i) the Company Merger to U.S. holders of shares of Class A Common Stock whose shares of Class A Common Stock are exchanged for cash in the Company Merger and (ii) the LLC Merger to U.S. holders of OpCo LLC Units (other than any U.S. holder who participates in the Rollover) whose OpCo LLC Units are exchanged for cash in the LLC Merger.

The following discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, judicial interpretations thereof and published rulings and other positions of the Internal Revenue Service (“IRS”), each as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could result in tax consequences different from those set forth herein. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the positions or conclusions described in the following discussion, and there can be no assurance the IRS or a court will not take a contrary position.

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This discussion applies only to U.S. holders that hold their OpCo LLC Units and shares of Class B Common Stock, or shares of Class A Common Stock, as applicable, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is not a complete description of all of the U.S. federal income tax consequences of the Mergers and any related transactions, nor does it describe any tax consequences of the Mergers or any related transactions arising under any U.S. state or local or non-U.S. tax laws or under any U.S. federal tax laws other than U.S. federal income tax law. In addition, this discussion does not address all aspects of the tax consequences of the TRA Amendment, the Rollover, or the Mergers. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular U.S. holder of OpCo LLC Units (and corresponding shares of Class B Common Stock) or shares of Class A Common Stock, as applicable, in light of its individual circumstances (including any minimum tax and the impact of the Medicare surtax on certain net investment income and Section 1061 of the Code) or that may be relevant to certain categories of U.S. holders that may be subject to special rules, such as:

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds OpCo LLC Units (and corresponding shares of Class B Common Stock) or shares of Class A Common Stock, as applicable, the tax treatment of a partner in such partnership generally will depend upon the status of the partner or the partnership, the activities of the partnership and certain determinations made at the partnership or partner level. Accordingly, partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding OpCo LLC Units (and corresponding shares of Class B Common Stock) or shares of Class A Common Stock, as applicable, should consult with their own tax advisors regarding the U.S. federal income and other tax consequences to them of the Mergers, as applicable.

THE TAX CONSEQUENCES OF THE MERGERS AND ANY RELATED TRANSACTIONS TO A U.S. HOLDER OF OPCO LLC UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR SHARES OF CLASS A COMMON STOCK MAY BE COMPLEX AND WILL DEPEND ON SUCH HOLDER’S SPECIFIC SITUATION AND FACTORS NOT WITHIN PARENT’S OR THE COMPANY’S CONTROL. ALL HOLDERS OF OPCO LLC UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR SHARES OF CLASS A COMMON STOCK SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGERS AND ANY

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RELATED TRANSACTIONS TO THEM IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY MINIMUM TAX AND ANY U.S. FEDERAL, U.S. STATE OR LOCAL, NON-U.S. OR OTHER TAX LAWS AND OF POTENTIAL CHANGES IN SUCH LAWS.

U.S. Holder Defined

For purposes of this discussion, a “U.S. holder” is a beneficial owner of (i) OpCo LLC Units and corresponding shares of Class B Common Stock, or (ii) shares of Class A Common Stock, as applicable, that, for U.S. federal income tax purposes, is:

U.S. Federal Income Tax Consequences of the LLC Merger to U.S. Holders of OpCo LLC Units (and corresponding shares of Class B Common Stock)

For U.S. holders of OpCo LLC Units who are not participating in the Rollover, the exchange of OpCo LLC Units for cash in the LLC Merger is intended to be a taxable event for such U.S. holders for U.S. federal income tax purposes. In general, such exchange is expected to be treated as a taxable sale of such U.S. holder’s OpCo LLC Units. Moreover, in connection with the LLC Merger, U.S. holders of OpCo LLC Units may receive a Final TRA Payment, all or a portion of which may be attributable to such U.S. holders’ exchange of OpCo LLC Units for cash in the LLC Merger. Such portion is expected to be treated as additional consideration received by such U.S. holders in exchange of the OpCo LLC Units in the LLC Merger.

Provided that the above treatment is respected, a U.S. holder of OpCo LLC Units (other than a U.S. holder who participates in the Rollover) who receives cash in exchange for OpCo LLC Units in the LLC Merger will generally recognize gain or loss in an amount equal to the difference between: (i) the sum of (A) cash received by such U.S. holder in the LLC Merger, (B) any portion of the Final TRA Payment received by such U.S. holder that relates to the OpCo LLC Units exchanged in the LLC Merger and (C) the share of OpCo LLC’s nonrecourse liabilities allocable to such OpCo LLC Units, if any, immediately prior to the effective time of the LLC Merger and (ii) such U.S. holder’s adjusted tax basis in the OpCo LLC Units exchanged therefor immediately prior to the LLC Merger (which will include the share of OpCo LLC’s nonrecourse liabilities allocable to such OpCo LLC Units, if any, immediately prior to the effective time of the LLC Merger).

Such gain or loss will generally be capital gain or loss. However, a portion of such gain or loss may be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to assets giving rise to depreciation or amortization recapture, or other “unrealized receivables,” or to “inventory items” owned by OpCo and its non-corporate subsidiaries. Ordinary income attributable to such amounts under Section 751 of the Code may exceed any net taxable gain realized by a U.S. holder upon the exchange of such U.S. holder’s OpCo LLC Units in connection with the LLC Merger and may be recognized even if there is a net taxable loss realized by such U.S. holder on the exchange of such U.S. holder’s OpCo LLC Units. Consequently, a U.S. holder may recognize both ordinary income and capital loss upon the exchange of OpCo LLC Units in connection with the LLC Merger. Capital gain or loss recognized by a U.S. holder of OpCo LLC Units generally will be long-term capital gain or loss if the U.S. holder has held the OpCo LLC Units for more than one year at the effective time of the LLC Merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at reduced rates. The deductibility of capital losses is subject to limitation. Passive losses that were not deductible by a U.S. holder of OpCo LLC Units in prior taxable periods because they exceeded the share of Opco’s income allocable to such U.S. holder’s OpCo LLC Units generally can be deducted in full upon the U.S. holder’s taxable disposition of its entire investment in Opco pursuant to the LLC Merger.

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The amount of gain or loss recognized by each U.S. holder in the LLC Merger will vary depending on each U.S. holder’s particular situation, including the adjusted tax basis of the OpCo LLC Units exchanged by each U.S. holder in the LLC Merger, and the amount of any suspended passive losses that may be available to a particular U.S. holder to offset a portion of the gain recognized by such U.S. holder. Each U.S. holder of OpCo LLC Units should consult with its own tax advisors regarding the U.S. federal income and other tax consequences to it of the receipt of cash in the LLC Merger and the Final TRA Payment, if any.

U.S. Federal Income Tax Consequences of the Company Merger to U.S. Holders of shares of Class A Common Stock

The exchange by a U.S. holder of shares of Class A Common Stock for cash equal to the Merger Consideration in the Company Merger is expected to be treated as a taxable transaction for U.S. federal income tax purposes. A U.S. holder who receives cash in exchange for shares of Class A Common Stock in the Company Merger generally will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. holder and (ii) such U.S. holder’s adjusted tax basis in the shares of Class A Common Stock exchanged therefor. Gain or loss must be calculated separately for each block of shares of Class A Common Stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss so recognized generally will be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of shares of Class A Common Stock is more than one year as of the Effective Time. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at reduced rates. The deductibility of capital losses is subject to limitation. U.S. holders who acquired different blocks of shares of Class A Common Stock at different times or for different prices should consult with their own tax advisors to determine how the above rules apply to them.

Information Reporting and Backup and Other Applicable Withholding

Generally, information reporting requirements may apply in connection with payments made to U.S. holders in connection with the Mergers or any related transactions. Further, the consideration payable to U.S. holders in connection with the Mergers or any related transactions may be subject to deduction or withholding as required under applicable law. A U.S. holder of OpCo LLC Units (and corresponding shares of Class B Common Stock) or shares of Class A Common Stock generally will be subject to U.S. backup withholding on the consideration it receives in the Mergers unless such U.S. holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 (or appropriate substitute or successor form) providing such U.S. holder’s correct taxpayer identification number and certifying that such U.S. holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules. Moreover, the transferee of an interest in a partnership that is engaged in a U.S. trade or business (such as OpCo LLC) is generally required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person. Any amounts withheld under the U.S. backup withholding rules or otherwise is not an additional tax and will generally be allowed as a credit against a U.S. holder’s U.S. federal income tax liability, if any, and may entitle such U.S. holder to a refund, provided that the U.S. holder timely furnishes the required information to the IRS.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS TO U.S. HOLDERS OF OPCO LLC UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR SHARES OF CLASS A COMMON STOCK. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES OF THE MERGERS OR ANY RELATED TRANSACTIONS THAT MAY BE IMPORTANT TO A PARTICULAR HOLDER OF OPCO LLC UNITS (AND CORRESPONDING SHARES OF CLASS B COMMON STOCK) OR SHARES OF CLASS A COMMON STOCK. ALL HOLDERS OF OPCO LLC UNITS (AND CORRESPONDING CLASS B SHARES) AND SHARES OF CLASS A COMMON STOCK SHOULD CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGERS AND ANY RELATED TRANSACTIONS TO THEM IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING TAX REPORTING REQUIREMENTS AND THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, U.S. STATE OR LOCAL, NON-U.S. OR OTHER TAX LAWS AND OF POTENTIAL CHANGES IN SUCH LAWS.

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Financing of the Mergers

Equity Financing

Parent and Merger Subs have delivered to the Company the Equity Commitment Letter, dated as of September 14, 2026, pursuant to which DFO has committed to provide funding (the “Commitment”) of up to $4,599,000,000 to Parent to be used by Parent solely to fund all amounts and related fees and expenses required to be paid by Parent at or prior to the Closing pursuant to the Merger Agreement (the “Parent Obligations”). The Commitment consists of (i) $965,000,000 to purchase non-convertible senior equity having an aggregate initial stated value of $1,000,000,000 (the “Senior Equity Commitment”) and (ii) $3,634,000,000 to purchase common equity (the “Common Equity Commitment”). The Common Equity Commitment will be reduced on a dollar-for-dollar basis by the value of any additional rollover investment or investment by other investors, including Sequence, that is actually paid or contributed to Parent at or substantially concurrently with the Closing and used to fund Parent Obligations. No failure or shortfall in the Debt Financing will increase the Commitment.

DFO’s obligations under the Equity Commitment Letter, including its obligation to fund the Commitment, are subject only to (a) satisfaction or waiver in accordance with the Merger Agreement of all conditions precedent to the obligations of Parent and the Merger Subs to effect the Closing set forth in Sections 9.01 and 9.02 of the Merger Agreement, other than conditions that by their nature are to be satisfied at the Closing but subject to satisfaction or waiver of those conditions at the Closing, (b) substantially concurrent funding of the Debt Financing in accordance with the Debt Commitment Letter and (c) substantially concurrent consummation of the Mergers in accordance with the Merger Agreement.

The Equity Commitment Letter and DFO’s obligation to fund the Commitment terminate automatically upon the earliest of (a) the Closing, including satisfaction in full of Parent Obligations, (b) valid termination of the Merger Agreement, (c) the Company’s written acceptance of all or any portion of the Parent Termination Fee or (d) the assertion or institution of an action by or on behalf of the Company, any controlled affiliate or their respective representatives against DFO, certain non-recourse parties related to the Sponsors or Parent, relating to the Equity Commitment Letter, the Merger Agreement, the Limited Guarantee or related transaction documents, other than certain allowed claims by the Company as described in the Equity Commitment Letter.

The Company is an express third-party beneficiary of the rights granted to Parent under the Equity Commitment Letter solely for purposes of specifically enforcing DFO’s obligation to fund, or cause to be funded, the Commitment and the Company’s related rights. Parent’s sole remedy for a breach by DFO under the Equity Commitment Letter is specific performance, and DFO is not liable for monetary damages in connection with that letter or the transactions contemplated thereby, except as expressly provided in the Limited Guarantee. DFO may not be liable for both specific performance requiring funding and payment under the Limited Guarantee.

Under the Merger Agreement, Parent may not, without the Company’s prior written consent, amend, restate, replace, supplement, terminate, modify or waive the Equity Commitment Letter in a manner that would reduce the Equity Financing to less than the amount that is required to consummate the transactions contemplated by this Agreement, impose new or additional funding conditions or otherwise reasonably be expected to materially delay or prevent the Closing, and may not permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, the Equity Commitment Letter, other than to increase the amount of Equity Financing available thereunder.

Subject to the Merger Agreement, Parent and Merger Subs will take all actions that are necessary, proper or advisable to obtain the Equity Financing contemplated by the Equity Commitment Letter, including to maintain the Equity Commitment Letter, timely satisfy conditions within their control and consummate the Equity Financing at or before the Closing.

Debt Financing

LLC Merger Sub has obtained financing commitments pursuant to an amended and restated debt commitment letter, dated as of October 5, 2026 (as may be amended, supplemented, amended and restated or otherwise modified the “Debt Commitment Letter”), from the syndicate of financial institutions party thereto (the “Debt Commitment Parties”) for purposes including (a) financing the repayment of the loan facilities of OpCo LLC and the termination of any related commitments and liens pursuant to the terms of the Merger Agreement, in each case concurrently with the Closing (the “Refinancing”), (b) directly or indirectly funding a portion of the purchase price pursuant to the terms of the Merger Agreement and (c) paying fees, costs and expenses incurred in connection with the foregoing

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and the transactions related thereto (the “Debt Financing”). Pursuant to the Debt Commitment Letter, the Debt Commitment Parties will provide LLC Merger Sub with (x) senior secured term loans in an aggregate principal amount of up to $2,750,000,000 (the “Term Loan Facility”), (y) a senior secured delayed draw term loan facility in an aggregate principal committed amount of up to $415,000,000 (the “DDTL Facility”) and (z) a senior secured first lien revolving credit facility in an aggregate principal committed amount of up to $500,000,000 (the “Revolving Facility”, and together with the Term Loan Facility and the DDTL Facility, the “Debt Facilities”). The interest rate of the Debt Facilities is contemplated to be based on a benchmark interest rate, plus a to-be-agreed spread above such benchmark, with adjustments based on the consolidated first lien net leverage ratio of OpCo LLC. As security for the obligations under the Debt Facilities, OpCo LLC, its direct parent, and certain wholly owned domestic subsidiaries of OpCo LLC will grant the lenders under the Debt Facilities a first-priority security interest in substantially all assets of OpCo LLC, its direct parent, and such subsidiaries, subject to customary exclusions. The Revolving Facility will have a term of five years, and the Term Loan Facility and DDTL Facility (if funded) will have a term of seven years.

The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are subject to certain customary conditions, including the following:

The Merger Agreement provides that Parent and LLC Merger Sub will use commercially reasonable efforts to arrange and obtain the Debt Financing on terms and conditions not less favorable than those described in the Debt Commitment Letter (taking into account any market “flex” provisions).

As of the date of this proxy statement, the final documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement. There are currently no alternative debt financing arrangements or alternative debt financing plans to the Debt Financing. There are currently no plans or arrangements to re-finance or repay the Debt Facilities.

Limited Guarantees

Concurrently with the execution of the Merger Agreement, DFO also provided a limited guarantee (the “Limited Guarantee”) with respect to the payment of (i) the Parent Termination Fee payable by Parent pursuant to the Merger Agreement, in the event such Parent Termination Fee becomes payable, subject to the terms and conditions set forth in the Merger Agreement and the Limited Guarantee, (ii) any Financing Costs (in an aggregate amount not to exceed the Reimbursement Cap), payable by Parent pursuant to the Merger Agreement, in the event

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such Parent Termination Fee becomes payable, subject to the terms and conditions set forth in the Merger Agreement and the Limited Guarantee, and (iii) the Enforcement Costs payable by Parent pursuant to the Merger Agreement, in the event such Parent Termination Fee becomes payable, subject to the terms and conditions set forth in the Merger Agreement and the Limited Guarantee (the “Guaranteed Obligations”), subject to a cap on maximum aggregate liability of the DFO of $281,468,000 in respect of the Guaranteed Obligations (the “Cap”) and the other terms and conditions set forth in the Merger Agreement and the Limited Guarantee.

Subject to specified exceptions, the Limited Guarantee will terminate upon the earliest to occur of (a) the consummation of the Closing; (b) payment in full of the Guaranteed Obligations in cash (subject to the Cap); (c) the occurrence or assertion of an action by the Company, its controlled affiliates or their respective representatives acting on their behalf or at their direction asserting: (I) any theory at law or in equity that (x) specified provisions in the Limited Guarantee are illegal, invalid, or unenforceable in any manner, in whole or in part, or (y) DFO is liable in respect of Guaranteed Obligations in excess of or to a greater extent than the Cap; or (II) any theory of liability against DFO or certain non-recourse parties with respect to the Limited Guarantee, the Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated thereby, other than certain limited permitted claims; (d) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Company; (e) the date that is 90 days following any other termination of the Merger Agreement in accordance with its terms; and (f) the mutual written agreement of the DFO and the Company.

Back-to-Back Limited Guarantee

Sequence has also provided a back-to-back limited guarantee (the “B2B Limited Guarantee”) in favor of DFO with respect to the payment of 20% of the Guaranteed Obligations to DFO, subject to a cap on the maximum aggregate liability of Sequence of $56,293,600, and the other terms and conditions set forth in the B2B Limited Guarantee and Limited Guarantee.

Fees and Expenses

All costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the Merger Agreement and the Mergers and any other transactions contemplated by the Merger Agreement, will be paid by the party incurring such expense, except that Parent will be responsible for all filing fees required under the HSR Act excluding filings of shareholders of the Company.

The estimated fees and expenses incurred or expected to be incurred by the Company, Parent and Merger Subs in connection with the Mergers are as follows:

Litigation Relating to the Mergers

As of the date of this proxy statement, no lawsuit relating to the proposed Mergers has been filed. Lawsuits arising out of the proposed Mergers may be filed in the future. No assurances can be made as to the outcome of such lawsuits.

Regulatory Approvals

Under the HSR Act, and the rules and regulations promulgated thereunder, certain transactions, including the Mergers, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (the “DOJ”) and the United States Federal Trade Commission (the “FTC”), and all statutory waiting period requirements have been satisfied. Completion of the Mergers is

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subject to the expiration or termination of the applicable waiting periods under the HSR Act. The parties filed their notification and report forms under the HSR Act. A transaction notifiable under the HSR Act may not be completed until the expiration or early termination of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms, unless the waiting period is extended. If the DOJ or FTC issues a Request for Additional Information and Documentary Material prior to the expiration or termination of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which would begin to run only after both parties have substantially complied with the Request for Additional Information and Documentary Material, unless the waiting period is terminated earlier. The parties filed their notification and report forms under the HSR Act on October 5, 2026, and the 30-day waiting period is scheduled to expire at 11:59 p.m. Eastern Time on November 4, 2026, unless extended or earlier terminated. The parties have requested early termination of the waiting period.

At any time before or after the closing, the DOJ, the FTC, U.S. state attorneys general, as well as non-U.S. regulatory bodies could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the consummation of the Mergers or conditionally approving the Mergers upon certain regulatory conditions or remedies. Private parties may also seek to take legal action under the applicable laws under some circumstances. There can be no assurance that a challenge to the Mergers will not be made or, if such a challenge is made, that it would not be successful. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained.

In addition, certain subsidiaries of the Company which hold Insurance Permits, as well as the Reciprocals, are required to seek prior approval or provide pre-closing or post-closing notification of a change in control. The Company, Parent and Merger Subs are required to use reasonable best efforts to obtain any such prior approvals from the applicable governmental authorities.

Effective Time of the Mergers

The closing of the Company Merger and the LLC Merger (the “Closing”) will take place via the electronic exchange of documents and signature pages at 10:00 a.m., New York City time, as soon as possible, but in any event no later than four Business Days after the date the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of such conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other time or on such other date as Parent and the Company may mutually agree. None of the Closing Exchanges, the LLC Merger or the Company Merger will be completed unless all of them are completed substantially concurrently in accordance with the terms of the Merger Agreement. At the Closing, the Company will file certificates of merger with the Delaware Secretary of State, and the Company Merger and the LLC Merger will each become effective at such time as specified in such certificates of merger, simultaneous with the Effective Time. Immediately following the Initial Mergers, OpCo LLC will file a certificate of merger with respect to the Second LLC Merger, and the Second LLC Merger will become effective immediately after the Initial Mergers at such time as specified in that certificate of merger (the “Second Effective Time”).

Payment of Merger Consideration

At the Effective Time, (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, will be converted into the right to receive the Merger Consideration, whereupon all such shares of Class A Common Stock will automatically be canceled and retired and will cease to exist, and the holders thereof will cease to have any rights with respect to such shares of Class A Common Stock other than the right to receive the Merger Consideration, and (ii) each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges) will be canceled and will cease to exist without any conversion thereof, and no consideration will be delivered therefor. At the Effective Time each OpCo LLC Unit issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges), other than (A) each OpCo LLC Unit held by OpCo LLC, (B) each OpCo LLC Unit held by Topco or any of its Subsidiaries (including Parent) or by the Company, (C) the Retained Units and (D) each OpCo LLC Unit held by any Subsidiary of OpCo LLC will be converted into the right to receive the Merger Consideration pursuant to the LLC Merger and will automatically be canceled and retired, and the holders thereof will cease to have any rights with respect to such OpCo LLC Units other than the right to receive the Merger Consideration.

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Prior to the Effective Time, Parent will appoint an exchange agent (the “Exchange Agent”) reasonably acceptable to the Company for the purpose of exchanging shares of Class A Common Stock and OpCo LLC Units for the Merger Consideration. At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Exchange Agent cash in U.S. dollars sufficient to pay the aggregate Merger Consideration. Promptly after the Effective Time, and in no event later than two Business Days thereafter, Parent will send, or will cause the Exchange Agent to send, to each holder of OpCo LLC Units and, to the extent agreed by Parent and the Company, each holder of shares of Class A Common Stock, in each case entitled to receive the Merger Consideration, instructions and transmittal materials in customary form for use in the exchange. Each holder of shares of Class A Common Stock or OpCo LLC Units that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon delivery to the Exchange Agent of an “agent’s message” or other reasonably requested evidence of transfer, the applicable Merger Consideration. No interest will be paid or will accrue on any cash payable upon transfer of any such shares of Class A Common Stock or OpCo LLC Units. The Exchange Agent will reduce the amount of any Merger Consideration paid by any applicable withholding taxes.

After the completion of the Mergers, you will cease to have any rights as a stockholder of the Company or holder of OpCo LLC Units, as applicable, other than the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.

Any portion of the Merger Consideration remaining unclaimed with the Exchange Agent 12 months after the Effective Time will be returned to Parent upon demand. After that time, if you have not received payment of the Merger Consideration, you may look only to Parent as general creditor thereof for payment of your claims for the Merger Consideration, subject to applicable abandoned property, escheat and other similar laws.

Provisions for Stockholders

No provision has been made to grant the Company’s stockholders, other than Parent or its affiliates, access to the corporate files of the Company or any other party to the Mergers or to obtain counsel or appraisal services at the expense of the Company or any other such party.

Accounting Treatment

The Mergers are expected to be accounted for as a “business combination” in accordance with GAAP, with Parent treated as the acquiror for accounting purposes. The Mergers will result in the recognition of net assets acquired based on their estimated fair value.

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THE MERGER AGREEMENT

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference within this proxy statement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are encouraged to read carefully the Merger Agreement in its entirety before making any decisions regarding the Mergers because it is the principal document governing the Mergers.

In reviewing the Merger Agreement, please remember that it is included to provide you with information regarding its terms. The Merger Agreement contains representations and warranties by each party to the Merger Agreement. These representations and warranties have been made for the benefit of the other party to the Merger Agreement and have been qualified by certain disclosures that were made to the other party in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement, and may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors.

Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. The representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference within this proxy statement. See the section of this proxy statement titled “Where You Can Find More Information.”

Effects of the Mergers; Directors and Officers; Articles of Incorporation; Bylaws

The Merger Agreement contemplates (a) OpCo LLC will form Seller LLC, a wholly owned Delaware limited liability company, which will form Seller Intermediate, which will form Seller Merger Sub, each a wholly owned Delaware limited liability company; (b) LLC Merger Sub will merge with and into OpCo LLC in the LLC Merger, with OpCo LLC surviving; (c) simultaneously with the LLC Merger, Merger Sub will merge with and into the Company in the Company Merger, with the Company surviving as a wholly owned subsidiary of Parent; and (d) immediately following the LLC Merger and the Company Merger (the “Initial Mergers”), Seller Merger Sub will merge with and into OpCo LLC in the Second LLC Merger, with OpCo LLC surviving.

At the Effective Time, the initial directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, with each to hold office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with applicable law and the organizational documents of the Surviving Corporation.

The officers of the Company at the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with applicable law and the organizational documents of the Surviving Corporation.

The certificate of incorporation of the Company in effect immediately prior to the Effective Time will continue to be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law. The bylaws of the Company in effect immediately prior to the Effective Time will continue to be the bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law.

At the Effective Time and the Second Effective Time, respectively, the certificate of formation of OpCo LLC and the OpCo LLC Agreement in effect immediately prior to the Effective Time and the Second Effective Time, as applicable, will remain unchanged and will continue to be the organizational documents of the Surviving LLC until amended in accordance with applicable law and the Voting, Support and Rollover Agreements.

If the Company Merger is consummated, the Class A Common Stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded.

Closing and Effective Times of the Mergers

The Merger Agreement provides that the Closing will take place via electronic exchange of documents and signature pages at 10:00 a.m., New York City time, as soon as possible, but no later than four (4) Business Days after the conditions to Closing have been satisfied or, to the extent permissible, waived (other than conditions that by

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their nature are to be satisfied at the Closing, subject to their satisfaction or waiver at the Closing), or at such other time or on such other date as Parent and the Company may mutually agree. The Initial Mergers and the Second LLC Merger will be completed substantially concurrently in accordance with the Merger Agreement.

Assuming receipt of required regulatory approvals and timely satisfaction of the other conditions to Closing, including approval by our stockholders of the Merger Agreement, we currently expect the Closing to occur as soon as reasonably practicable after the conditions to Closing have been satisfied or waived.

The Company Merger will become effective at the Effective Time specified in the certificate of merger with respect to the Company Merger duly filed with the Delaware Secretary of State, simultaneously with the effectiveness of the LLC Merger.

The LLC Merger will become effective at the Effective Time specified in the certificate of merger with respect to the LLC Merger duly filed with the Delaware Secretary of State, simultaneously with the effectiveness of the Company Merger. The Second LLC Merger will become effective immediately following the Initial Mergers at the Second Effective Time specified in its certificate of merger filed with the Delaware Secretary of State.

Treatment of Company Common Stock and Company Equity Awards

At the Effective Time, except as otherwise provided in the Merger Agreement, each Class A Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $32.50 in cash, without interest (the “Merger Consideration”). Shares of Class A Common Stock held by Topco or any of its Subsidiaries, including the Rollover Stock, immediately prior to the Effective Time will remain outstanding and will not be entitled to receive the Merger Consideration. Shares of Class A Common Stock held by the Company as treasury stock (other than shares of Class A Common Stock held in an Employee Plan) and shares of Class A Common Stock held by any Subsidiary of the Company, in each case, immediately prior to the Effective Time will be cancelled and will cease to exist without any conversion thereof and no consideration delivered therefore. Each Class B Share issued and outstanding immediately prior to the Effective Time (but following the Closing Exchanges) will be cancelled without consideration, and each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into an equivalent number of shares of Class A Common Stock. Immediately prior to and subject to the Effective Time, the Rollover Stock will be contributed to Topco in exchange for Exchange Shares and then indirectly contributed to Parent pursuant to the Voting, Support and Rollover Agreements.

With respect to the outstanding equity awards of the Company, at the Effective Time, such awards will generally be treated as follows: (i) achievement of performance goals applicable to Company PSU will be determined by the Company’s Compensation Committee (but will not exceed the midpoint between “target” and “superior” performance), and each Company PSU award, to the extent so earned, will be converted into the right to receive an amount equal to (a) the number of shares subject to such earned Company PSU award, multiplied by (ii) the Merger Consideration. However, if necessary to avoid adverse tax consequences under Section 4999 of the Internal Revenue Code, certain Company PSU awards may instead be converted into contingent cash awards that are subject to the same service vesting schedule that applied to the corresponding Company PSU award prior to the Effective Time and (b) each outstanding Company RSA scheduled to vest on or before January 1, 2028 will be converted into the right to receive an amount equal to (a) the number of shares subject to such Company RSA, multiplied by (b) the Merger Consideration. Each outstanding Company RSA scheduled to vest in whole or in part after January 1, 2028 will become vested with respect to that portion that would have vested on or prior to January 1, 2028 if such award had vested in equal annual installments, and such vested portion will be converted into the right to receive an amount equal to (a) the number of shares subject to such vested portion, multiplied by (b) the Merger Consideration. All other Company RSAs will be converted into contingent cash awards that are subject to the same service vesting schedule that applied to the corresponding Company RSA prior to the Effective Time. Company RSAs granted after the date of the Merger Agreement will be converted in their entirety into such contingent cash awards. To the extent the corresponding award so provides, contingent cash awards will vest upon a termination without cause or for good reason within twelve months following the Effective Time, subject to execution of a release.

Treatment of OpCo LLC Units

Prior to the Company Merger, each holder of OpCo LLC Units (other than the Company) will have the right to effect an Exchange under the OpCo LLC Agreement of all outstanding OpCo LLC Units held by such holder, other than Retained Units, for a corresponding number of shares of Class A Common Stock, with the corresponding shares

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of Class B Common Stock transferred to the Company for no consideration. These Closing Exchanges will occur immediately prior to and be conditioned upon the subsequent occurrence of the Effective Time in accordance with the OpCo LLC Agreement and the Closing Exchanges Notice delivered by OpCo LLC to all holders of OpCo LLC Units at least five Business Days prior to the Closing.

At the Effective Time, except for OpCo LLC Units held by OpCo LLC, Topco or any of its Subsidiaries, the Company, and Retained Units, each OpCo LLC Unit issued and outstanding immediately after the Closing Exchanges will be converted into the right to receive the Merger Consideration and all such OpCo LLC Units will no longer be outstanding and will automatically be canceled. The OpCo LLC Units held by OpCo LLC immediately prior to the Effective Time (but following the Closing Exchanges) will be cancelled and will cease to exist without any conversion thereof or consideration therefor. The OpCo LLC Units held by Topco or any of its Subsidiaries, the Company, and the Retained Units will remain outstanding following the LLC Merger and will not receive the Merger Consideration. At the Second Effective Time, each OpCo LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive one Seller LLC Unit, and each unit of Seller Merger Sub then outstanding will be cancelled and converted into one OpCo LLC Unit.

OpCo LLC Units held by Topco or any of its Subsidiaries, the Company and Retained Units will remain outstanding following the LLC Merger and will not be entitled to receive the Merger Consideration. At the Second Effective Time, the OpCo LLC Units then outstanding will be cancelled and converted into Seller LLC Units as provided in the Merger Agreement.

Each unit of LLC Merger Sub outstanding immediately prior to the Effective Time will be cancelled without consideration. Each unit of Seller Merger Sub outstanding immediately prior to the Second Effective Time will be cancelled and converted into one OpCo LLC Unit.

Surrender and Payment Procedures

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Exchange Agent cash in U.S. dollars sufficient to pay the aggregate Merger Consideration payable in respect of shares of Class A Common Stock (including shares of Class A Common Stock received in connection with the exchange of OpCo LLC Units at or prior to the Closing) and OpCo LLC Units entitled to receive the Merger Consideration, excluding shares of Class A Common Stock and OpCo LLC Units held by the Company, Topco or any of its Subsidiaries, including the Rollover Stock and Retained Units, and will provide the Company with cash sufficient to pay the amounts payable for earned Company PSU Awards, contingent PSU cash awards, contingent RSA cash awards and Company Restricted Shares.

If any portion of the Merger Consideration deposited with the Exchange Agent remains unclaimed by, or otherwise undistributed to, holders of shares of Class A Common Stock or OpCo LLC Units twelve months after the Effective Time, such cash will be returned to Parent. Thereafter, holders who have not received payment in accordance with the exchange procedures will look only to Parent for payment of the applicable Merger Consideration, without interest and subject to required tax withholdings and applicable abandoned-property laws.

Parent, the Company, OpCo LLC, Merger Subs, the Surviving Corporation, the Exchange Agent and any other applicable withholding agent will be entitled to deduct and withhold from amounts otherwise payable under the Merger Agreement any amounts required to be deducted or withheld under the Code or any other applicable tax law.

Representations and Warranties

Representations and Warranties of the Company

We made customary representations and warranties in the Merger Agreement that are subject, in many cases, to exceptions and qualifications contained in the Merger Agreement, in the Company’s confidential disclosure schedule delivered to other parties in connection with execution of the Merger Agreement (the “Company Disclosure Schedule”) or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

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Company Material Adverse Effect

Many of our representations and warranties are qualified by, among other things, exceptions relating to the absence of a “Company Material Adverse Effect,” which means any event, change, circumstance, effect, occurrence, condition, state of facts or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets or results of operations of the Company, its subsidiaries and the Reciprocals, taken as a whole, excluding any event, change, circumstance, effect, occurrence, condition, state of facts or development to the extent arising or resulting from the following, subject in certain cases that relate to broad external events to the disproportionate-impact qualification described below:

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Representations and Warranties of Parent and Merger Subs

The Merger Agreement also contains customary representations and warranties made by Parent and Merger Subs that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. The representations and warranties of Parent and Merger Subs relate to, among other things:

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The representations and warranties in the Merger Agreement of each of the Company, Parent and Merger Subs will not survive the consummation of the Mergers or the termination of the Merger Agreement pursuant to its terms.

Conduct of Our Business Pending the Mergers

Under the Merger Agreement, between the date of the Merger Agreement and the earlier of the Closing and termination of the Merger Agreement, except (A) with the prior written consent of Parent, not to be unreasonably withheld, delayed or conditioned, (B) as required by applicable law, (C) as set forth in the Company Disclosure Schedule or (D) as otherwise required or expressly permitted by the Merger Agreement, including the actions contemplated by Section 8.01(f) of the Merger Agreement, the Company will, and will cause its subsidiaries and the Reciprocals to the extent within the Company’s or its subsidiaries’ control to, use commercially reasonable efforts to conduct their businesses in the ordinary course and preserve intact the material components of their business organization, relationships and goodwill.

We have further agreed that, between the date of the Merger Agreement and the earlier of the Closing and termination of the Merger Agreement, except (A) with the prior written consent of Parent, not to be unreasonably withheld, delayed or conditioned, (B) as required by applicable law, (C) as set forth in the Company Disclosure Schedule or (D) as otherwise required or expressly permitted by the Merger Agreement, the Company will not, and will cause its subsidiaries and the Reciprocals to the extent within the Company’s or its subsidiaries’ control not to:

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aggregate, (y) equitable relief that would be material to the Company and its Subsidiaries or the Reciprocals, taken as a whole, or materially impact the operations or businesses of the Company or any of its Subsidiaries or the Reciprocals (or, following the Closing, Parent or its Subsidiaries), or (z) an admission of any criminal wrongdoing, or (ii) any action or threatened action (excluding any action or threatened action relating to taxes) that relates to the transactions contemplated by the Merger Agreement;

Parent, Merger Subs and their subsidiaries also agree that, from the date of the Merger Agreement until the Effective Time, they will not take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Mergers and the other transactions contemplated by the Merger Agreement prior to the End Date, provided that Parent’s obligations with respect to the antitrust and regulatory approvals are separately and exclusively governed by other sections of the Merger Agreement (as described in the section of this proxy statement titled “The Merger Agreement—Filings; Other Actions; Notification”).

No Solicitation of Acquisition Proposals; Board Recommendation Changes

No Solicitation and Negotiation

From the date of the Merger Agreement until the earlier of termination of the Merger Agreement and the Effective Time, the Company and its Subsidiaries, and their respective directors and officers, may not, and the Company must use reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly solicit, initiate, propose, knowingly encourage or knowingly facilitate any Acquisition Proposal or inquiry reasonably likely to lead to an Acquisition Proposal; enter into, engage in, or participate in discussions or negotiations regarding an Acquisition Proposal; furnish non-public information or provide access in connection with an Acquisition Proposal; enter into an agreement relating to an Acquisition Proposal; or agree to do any of the foregoing. The Company has also agreed to, and to cause its Subsidiaries and their respective directors, officers and Representatives to, immediately cease and cause to be terminated any existing solicitations, discussions or negotiations with any third party that may be ongoing with respect to an Acquisition Proposal as of the date of the Merger Agreement. The Company has also agreed not to, and to cause its Subsidiaries and their respective directors, officers and Representatives not to, grant any waiver, amendment or release under any standstill or confidentiality agreement, except solely to the extent the Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under Delaware law.

No Solicitation Exceptions

Before receipt of the Requisite Company Vote, the Company may provide non-public information to, and engage in discussions or negotiations with, a third party that has made a bona fide Acquisition Proposal that did not result from a breach of the no-solicitation provisions if the Board, acting upon the recommendation of the Special Committee, determines in good faith, after consultation with outside legal counsel and its financial advisor, that the proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that failing to take such action would reasonably be expected to be inconsistent with the Board’s fiduciary duties. Any non-public

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information provided to a third party that was not previously provided to Parent must be provided to Parent as promptly as reasonably practicable (and in any event within 24 hours), and the third party must enter into an Acceptable Confidentiality Agreement; provided further that any competitively sensitive information or data provided to a third party who is, or whose Affiliates include, a competitor, supplier or customer of the Company will be provided in a separate “clean data room” and subject to customary “clean team” arrangements.

Adverse Recommendation Change

Subject to the exceptions described below, neither the Board nor the Special Committee may (A) withdraw, withhold, qualify or modify the Company Board Recommendation; (B) approve, adopt, endorse or recommend an Acquisition Proposal; (C) in the event of a publicly announced Acquisition Proposal, fail to publicly reaffirm the Company Board Recommendation within ten Business Days after Parent so requests in writing; (D) fail to publicly recommend against any Acquisition Proposal structured as a tender offer or exchange offer within ten Business Days after commencement thereof; or (E) fail to include the Company Board Recommendation in the Proxy Statement (each, an “Adverse Recommendation Change”).

Exceptions to Board Recommendation Restrictions

Superior Proposal

Before receipt of the Requisite Company Vote, the Board, acting upon the recommendation of the Special Committee, may effect an Adverse Recommendation Change or terminate the Merger Agreement to enter into a Superior Proposal if the Superior Proposal did not result from a material breach of the no-solicitation provisions, the Board (acting upon the recommendation of the Special Committee) determines in good faith after consultation with outside counsel and its independent financial advisor that the proposal is reasonably likely to be consummated and more favorable from a financial point of view to the Company’s stockholders, and the Company complies with the notice, negotiation and fiduciary-duty procedures described below. A Company Termination Fee of $170,334,000 is payable in the applicable termination circumstances.

Change of Recommendation or Termination Procedures

The Board, acting upon the recommendation of the Special Committee, may not effect an Adverse Recommendation Change or terminate the Merger Agreement to enter into a Superior Proposal unless the Company first gives Parent written notice, at least four Business Days before taking such action, describing the proposal and its material terms and the Company negotiates in good faith with Parent during the Notice Period, and, if the Superior Proposal is materially amended, the Company must provide a new notice, and the applicable notice period will be two Business Days.

Intervening Event

Before receipt of the Requisite Company Vote, the Board (acting upon the recommendation of the Special Committee) may effect an Adverse Recommendation Change in response to an Intervening Event, but solely with respect to clauses (A) and (E) of the definition of Adverse Recommendation Change only if the Board (acting upon the recommendation of the Special Committee) determines in good faith after consultation with outside counsel that failing to do so would reasonably be expected to be inconsistent with its fiduciary duties, gives Parent four Business Days’ prior written notice, negotiates in good faith with Parent during that period, and then considers any written revisions proposed by Parent.

If material changes occur with respect to the Intervening Event, the Company must provide a new notice and comply with the same procedures, except that the advance notice period will be two Business Days.

Stockholders Meeting

The Company has agreed to take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of its stockholders, to be duly called and held as promptly as reasonably practicable after clearance of this proxy statement by the SEC clearance of the Proxy Statement. The Company Meeting may be postponed or adjourned, subject to the Merger Agreement, to solicit additional proxies, address the absence of a quorum, or allow time for supplemental disclosure; provided, that in the case of the foregoing, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed),

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(A) the Company Meeting shall not be adjourned or postponed on more than three occasions and no such adjournment or postponement shall be for more than ten (10) Business Days or (B) if any postponement or adjournment that would require the setting of a new record date; provided, further, that in no event shall the Company Meeting be adjourned or postponed beyond the date that is four (4) Business Days prior to the End Date. The Proxy Statement will include the Company Board Recommendation, subject to the Board Recommendation provisions described above.

Rollover Holders’ Voting Obligations

Concurrently with the execution of the Merger Agreement, certain stockholders and holders of OpCo LLC Units (collectively, the “Rollover Holders”) entered into Voting, Support and Rollover Agreements with Parent. Subject to the terms and conditions of those agreements, the Rollover Holders irrevocably agreed to, among other things, vote, or cause to be voted, all of their shares of Company Common Stock:

Filings; Other Actions; Notification

The Company, Parent and Merger Subs will cooperate with each other and use their respective reasonable best efforts to:

In addition, the Company and its subsidiaries will reasonably cooperate to facilitate the receipt by Parent and its affiliates of any approvals or to take any other reasonable actions required to permit Parent and its affiliates to operate in compliance with applicable law following the consummation of the Mergers.

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In addition, subject to the terms of the Merger Agreement, if any objections are asserted with respect to the Mergers or any other transactions contemplated by the Merger Agreement under the HSR Act or any other applicable antitrust laws, or if any lawsuit or other proceeding, whether judicial or administrative, is instituted (or threatened to be instituted), including any proceeding by a governmental authority or private party, challenging the Mergers or any other transactions contemplated by the Merger Agreement as violative of any antitrust law or which would otherwise prohibit or materially impair or delay in connection with any antitrust law the consummation of the Mergers and any other transactions contemplated by the Merger Agreement, each of the Company and Parent have agreed to use (and to cause their respective subsidiaries to use) their respective reasonable best efforts to resolve any objections.

In furtherance of the foregoing, Parent will, so as to enable the Closing to occur as promptly as practicable, propose, negotiate, commit and effect, by consent decree, hold separate order or otherwise, to (1) sell, divest, dispose of or otherwise hold separate, including by establishing a trust or otherwise, any businesses, assets or properties of the Company or its subsidiaries and (2) otherwise take or commit to take actions that after the Closing would limit Parent’s, the Company’s or any of its subsidiaries’ freedom of action with respect to, or ability to operate or retain, any such businesses, assets or properties; provided, however, that Parent and the Company will not be required to take or agree to take any such action unless it is binding on or otherwise applicable to Parent or the Company only from and after the Effective Time, and Parent or Merger Subs will not be required to take any such action with respect to any Sponsor or Sponsor Related Person, including Sequence, DFO and any investment funds or investment vehicles affiliated with, or managed or advised by, Sequence or DFO or any portfolio company or investment of Sequence or DFO or any such investment fund or investment vehicle.

Further, without the prior written consent of the Company (which will not be unreasonably withheld, conditioned or delayed), Parent and Merger Sub will not, and will not permit any of their affiliates or the Sponsors to, (1) withdraw and refile their notification under the HSR Act more than once, except to the extent such action would not reasonably be expected to prevent the consummation of the transactions contemplated by the Merger Agreement prior to the End Date, or (2) enter into any timing agreement with any governmental authority.

Equity Financing

The Merger Agreement does not contain any financing-related contingencies or financing conditions to the consummation of the Mergers. The Transaction has an implied enterprise value of approximately $7.7 billion, comprising an equity purchase price of approximately $4.6 billion and approximately $3.1 billion of net debt assumed or refinanced in connection with the Transaction. Parent expects the amounts necessary to consummate the Mergers, including estimated transaction fees and expenses, to be funded through equity investments by DFO and Sequence, rollover of certain existing stockholders of the Company, and the Debt Financing.

Cooperation with Debt Financing

Under Section 8.11 of the Merger Agreement, the Company has agreed to use commercially reasonable efforts, and to cause its subsidiaries and their respective Representatives to use commercially reasonable efforts, to provide all cooperation reasonably requested by Parent that is necessary and customary in connection with the arrangement of the Debt Financing contemplated by the Debt Commitment Letter, including with respect to any market flex, debt securities issued as part of or in lieu of all or a portion of the Debt Financing or any Alternative Financing. The Company has agreed to use, and to cause its subsidiaries and their respective Representatives to use reasonable best efforts to furnish KYC and AML documentation and the Required Information.

These cooperation obligations include (1) participating in a reasonable number of meetings, due diligence sessions, presentations, road shows and sessions with prospective financing sources, investors and ratings agencies, in each case on reasonable advance notice; (2) reasonably cooperating with Parent’s and the Debt Financing Sources’ marketing efforts; (3) assisting with the preparation of lender and investor presentations, rating agency presentations, offering memoranda, bank information memoranda, marketing materials and similar documents, and providing financial, business and operating information of the type customarily included in an offering memorandum for a Rule 144A-for-life offering; (3) taking corporate actions reasonably requested by Parent to permit consummation of the Debt Financing; (4) furnishing, at least four Business Days prior to the Closing, documentation and information required under applicable KYC and AML rules and regulations, including the USA PATRIOT Act; (5) executing and delivering credit agreements, pledge and security documents, definitive financing documents and other requested certificates or documents, and facilitating the obtaining of guarantees and

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pledging of collateral, however, any obligations in such documents will be effective no earlier than as of the Closing; (6) furnishing Parent and the Debt Financing Sources with the Required Information; (7) cooperating with and taking all actions required or reasonably requested by Parent to facilitate the termination and payoff of indebtedness under the Company Credit Agreement at Closing, including arranging for delivery of payoff letters, lien terminations and other discharge instruments at least one Business Day prior to the Closing; and (8) causing PricewaterhouseCoopers LLP, and any other applicable auditor, to furnish customary comfort letters (including negative assurance comfort) and consents, and to attend a reasonable number of accounting due diligence and drafting sessions.

However, neither the Company or any of its subsidiaries will be required to take any action in respect of the Debt Financing that would (1) cause any condition to Closing to fail to be satisfied or otherwise result in a breach of the Merger Agreement; (2) conflict with or violate our or our subsidiaries’ organizational documents or applicable law, or result in a breach of or default under any contract; (3) except for KYC and AML and Required Information obligations, unreasonably interfere with the Company’s business or operations or cause significant competitive harm if the Mergers are not consummated; (4) except for customary authorization letters and certain other specified documents, execute or deliver any financing letter, agreement, document or certificate, or take any corporate action, that is not contingent on the Closing or effective prior to the Closing; (5) pay any commitment or other fee, incur any liability or permit any lien on our assets prior to the Closing in connection with the Debt Financing; (6) issue any bank information memoranda, offering memoranda or similar documents reflecting the Company or its subsidiaries, other than the post-Closing Surviving Corporation, as the obligor or in the name of the Company or its subsidiaries; (7) provide access to or disclose information where the Company determines that such disclosure would reasonably be expected to jeopardize the attorney-client privilege or contravene applicable law or any contract; (8) subject any of the Company’s directors, managers, officers or employees to actual or potential personal liability; (9) cause the Company’s directors or managers (except for directors or managers continuing in those positions after the Closing) to adopt resolutions approving financing agreements or instruments, unless contingent upon the Closing; (10) waive or amend any terms of the Merger Agreement or any other contract; or (11) take any action that would subject the Company to actual or potential liability, require the Company to bear any cost or expense, or require the Company to provide any indemnity in connection with the Financing or related documents.

Parent has agreed to promptly reimburse the Company, upon written request, for all reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by the Company or its subsidiaries in connection with the financing cooperation described above. In addition, Parent has agreed to indemnify and hold harmless the Company, its subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses actually suffered or incurred in connection with the arrangement of any Debt Financing and any information used in connection therewith, except to the extent arising from any material inaccuracy of financial statements we deliver or from our fraud, bad faith or willful misconduct. Parent’s reimbursement obligation for such Financing Costs is capped at $250,000 in the aggregate.

The Company’s financing cooperation obligations (including for purposes of the applicable closing condition) are deemed satisfied unless (i) the Company has willfully and materially breached such obligations, (ii) Parent has notified the Company of such willful and material breach in writing a reasonably sufficient amount of time prior to the Closing to afford the Company a reasonable opportunity to cure, and (iii) such willful and material breach was a proximate cause of Parent’s failure to receive any material portion of the proceeds of the Debt Financing.

Parent and Merger Subs have acknowledged and agreed that their obligations under the Merger Agreement, including their obligation to consummate the Closing, are not conditioned on obtaining the Debt Financing or any Alternative Financing or on the performance of any party to any Debt Commitment Letter.

Employee Benefits Matters

On and after the Closing, Parent shall, and shall cause its Affiliates (including the Surviving Corporation and OpCo LLC) to honor the obligations of the Company and its Subsidiaries under the employee plans as in effect on September 14, 2026 (or as subsequently adopted, entered into or amended in compliance with Section 6.01(k) of the Merger Agreement, subject to any amendments or modifications permitted pursuant the terms of the Employee Plan (as defined in the Merger Agreement)).

For the period commencing at the Closing and ending on the first anniversary of the Closing (the “Continuation Period”), Parent shall provide, or shall cause its Affiliates (including the Surviving Corporation and OpCo LLC) to provide, each Continuing Employee with (i) a base salary, wage or commission rate and target annual

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cash bonus opportunity, in each case, that are at least equal to the base salary, wage or commission rate and target annual cash bonus opportunity provided to such Continuing Employee by the Company and its Subsidiaries immediately prior to the Closing, (ii) employee benefits (excluding any defined benefit pension, supplemental retirement or postretirement welfare benefits, non-qualified deferred compensation, change in control, transaction-related, retention, and equity or equity-based and other long-term incentive compensation) that are, in the aggregate, substantially comparable to the benefits provided by the Company and its Subsidiaries to such Continuing Employee immediately prior to the Closing and (iii) to the extent that such Continuing Employee is covered by the plan or an agreement listed or described in ‎Section 7.05(b) of the Company Disclosure Schedule, severance protections and benefits no less favorable than those provided under such plan or agreement, as applicable.

With respect to any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, maintained by Parent or its Affiliates in which any Continuing Employee is eligible to participate on or after the Closing, Parent shall or shall cause its Affiliates to use commercially reasonable efforts so that Continuing Employees receive service credit for purposes of eligibility to participate, vesting (other than vesting of future equity awards), and accrual of vacation and paid time off entitlement, such Continuing Employee’s service with the Company or any of its Subsidiaries prior to the Closing shall be treated as service with Parent and its Affiliates to the same extent and for the same purposes as such Continuing Employee was entitled, before the Closing, to credit for such service under any analogous Employee Plan; provided that the foregoing shall not apply (x) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan, or any plan under which similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or that is grandfathered or frozen, or (y) to the extent that it would result in any duplication of benefits or compensation for the same period of service.

With respect to any health and welfare plan maintained by Parent or its Affiliates in which any Continuing Employee is eligible to participate on or after the Closing, Parent shall, or shall cause its Affiliates (including the Surviving Corporation and OpCo LLC) to (i) waive, or cause to be waived, preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods with respect to participation by and coverage of the Continuing Employees to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods did not otherwise apply to (or were otherwise satisfied by) such Continuing Employee under the corresponding Employee Plan immediately prior to the Closing Date and (ii) use commercially reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee during the calendar year in which the Closing occurs for purposes of satisfying such year’s deductible and co-payment limitations to the same extent as such Continuing Employee was entitled, prior to the Closing, to recognition of such co-payments, deductibles and similar expenses under any Employee Plan.

With respect to each Employee Plan that is an annual cash incentive compensation plan or arrangement (each, an “Annual Bonus Plan”), for the fiscal year in which the Closing occurs (the “Closing Year”), solely in the event that the Closing has not occurred by June 30 of the Closing Year, Parent shall, or shall cause its Affiliates (including the Surviving Corporation and OpCo LLC) to continue such plan following the Closing in good faith and in the ordinary course of business; provided that the bonus paid under such plan shall be an amount equal to the greater of (i) the target opportunity under such plan and (ii) the amount determined based on the level of achievement of applicable performance goals, which amount shall be paid at substantially the same time as annual bonuses have historically been paid by the Company or its applicable Subsidiary (but in no event later than the 15th day of the 3rd month following the Closing Year). With respect to each Annual Bonus Plan for the fiscal year immediately preceding the Closing Year, if bonuses have been earned under the terms of such Annual Bonus Plan but have not been paid prior to Closing (as determined by Parent in good faith and in all material respects in accordance with the Company’s or its applicable Subsidiary’s applicable past practice), Parent shall, or shall cause its Affiliates (including the Surviving Corporation and OpCo LLC) to pay such bonuses following Closing, which amounts shall be paid at substantially the same time as annual bonuses have historically been paid by the Company or its applicable Subsidiaries (but in no event later than the 15th day of the 3rd month following the end of such preceding fiscal year).

If requested by Parent in writing no later than five Business Days prior to the Closing Date, the Company will adopt resolutions terminating any Company 401(k) plan, effective no later than the day immediately preceding the Closing Date and contingent upon the occurrence of the Closing.

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Nothing in the Merger Agreement confers any rights or remedies on any current or former service provider of the Company, constitutes an amendment to any employee plan, limits the ability of Parent or its affiliates to amend or terminate any employee plan, or creates any obligation to employ or engage any service provider for any period following the Effective Time.

Conditions to the Mergers

The respective obligations of the Company, OpCo LLC, Parent and Merger Subs to effect the Initial Mergers are subject to the satisfaction or waiver (by Parent and the Company in writing) at or prior to the Closing of the following conditions:

The obligations of Parent and Merger Subs to effect the Initial Mergers are also subject to the satisfaction or waiver by Parent in writing at or prior to the Closing of the following additional conditions:

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The obligations of the Company and OpCo LLC to effect the Initial Mergers are also subject to the satisfaction or waiver by the Company in writing at or prior to the Closing of the following additional conditions:

Termination

The Company and Parent may, by mutual written consent, terminate the Merger Agreement and any other transactions contemplated by the Merger Agreement and abandon the Mergers at any time prior to the Effective Time.

The Merger Agreement may also be terminated and the Mergers abandoned at any time prior to the Effective Time, as follows:

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Company Termination Fee

The Company may be required to pay to Parent by wire transfer of immediately available funds to an account designated by Parent a termination fee of $170,334,000 (the “Company Termination Fee”) if the Merger Agreement is terminated in certain circumstances.

This termination fee would be payable if:

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in which case we must pay Parent the termination fee prior to or concurrently with the entry into such definitive alternative acquisition agreement or the consummation of such Acquisition Proposal.

This termination fee would also be payable in the following circumstances:

Expenses

Except as otherwise provided in the Merger Agreement, all costs and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such cost or expense; except that Parent will be responsible for all filing fees required under the HSR Act excluding filings of shareholders of the Company and reimbursing the Financing Costs of the Company up to the Reimbursement Cap.

Remedies; Specific Performance; Non-Recourse

The parties have agreed that if the Merger Agreement is validly terminated under circumstances where the Company Termination Fee is payable and is paid in full, Parent and the Merger Subs’ right to receive the Company Termination Fee and the Enforcement Costs will be the sole and exclusive remedy of Parent and the Merger Subs pursuant to the Merger Agreement, subject to claims or damages for Willful Breach with respect to Sections 6.03 and 8.03 (as defined in the Merger Agreement) and to remedies available before such termination.

Notwithstanding the foregoing, Parent and the Merger Subs agree that, upon any valid termination of the Merger Agreement under circumstances where the Company Termination Fee of $170,334,000 is payable pursuant to the Merger Agreement and such Company Termination Fee is paid in full, the receipt by Parent of the Company Termination Fee and the Enforcement Costs from the Company will be deemed to be liquidated damages and the sole and exclusive remedy of Parent and the Merger Subs in connection with the Merger Agreement or the transactions contemplated thereby, and neither Parent nor the Merger Subs will seek to obtain any recovery, judgment, or damages of any kind, including consequential, special, indirect, or punitive damages, against the Company or any of its Subsidiaries or any of its directors, officers, employees, partners, managers, members, stockholders, Affiliates or Representatives (the “Company Related Parties”) in connection with the Merger Agreement or the transactions contemplated thereby, including any breach of the Merger Agreement; provided, that the foregoing will not limit any claims or damages for any Willful Breach (as defined in the Merger Agreement). For the avoidance of doubt, nothing in this paragraph will limit any remedies of Parent prior to any such termination of the Merger Agreement under circumstances where the Company Termination Fee is payable pursuant to the Merger Agreement or otherwise, including specific performance.

Notwithstanding anything to the contrary in the Merger Agreement, other than the Company’s injunctive, specific performance and equitable relief rights, as and only to the extent expressly permitted by the Merger Agreement, (A) the Company’s right to terminate the Merger Agreement pursuant to the provisions relating to a Parent Breach or Parent Failure to Close and receive payment of the Parent Termination Fee of $276,218,000, the Financing Costs (subject to the Reimbursement Cap) and the Enforcement Costs from Parent (or DFO under and in accordance with the Limited Guarantee) will be deemed to be liquidated damages and the sole and exclusive remedy of the Company and any of its Affiliates against Parent, the Merger Subs, the Sponsors, any Sponsor Related Person and any of its or their Affiliates or any of its or their respective former, current or future shareholders, assignees,

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controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners, or Representatives (the “Parent Related Parties”), or any Debt Financing Sources, for any and all losses, liabilities and damages that may be suffered based upon, resulting from, arising out of, or relating to the Merger Agreement or the Financing or the transactions contemplated thereby, including the breach of any representation, warranty, covenant or agreement in the Merger Agreement, the termination of the Merger Agreement or the failure to consummate the Company Merger; and (B) other than the payment of the Parent Termination Fee, the Financing Costs (subject to the Reimbursement Cap) and the Enforcement Costs to the Company by Parent (or DFO’s obligations in respect thereof under the Limited Guarantee, subject to the express terms of the Limited Guarantee) in accordance with clause (A) if and when due, no Parent Related Party will have any further liability or obligation relating to or arising out of the Merger Agreement or the Financing or the transactions contemplated thereby, including the breach of any representation, warranty, covenant or agreement in the Merger Agreement, the termination of the Merger Agreement or failure to consummate the Company Merger; provided, that (I) the foregoing will not limit the ability of the Company or its Subsidiaries to bring any Actions for breach of the Confidentiality Agreement and (II) in no event will the liability of Parent, the Merger Subs or DFO exceed the Cap of $281,468,000 (as defined in the Limited Guarantee).

Except for Actions for breach of the Confidentiality Agreement, in no event will the Company or any Company Related Party seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award or damages (including consequential, special, indirect or punitive damages) against any Parent Related Party with respect to the Merger Agreement, the Financing Commitment Letters, the Limited Guarantee or the Company Merger (including any breach by any Parent Related Party), the termination of the Merger Agreement, the failure to consummate the Company Merger or any proceedings under Applicable Law arising out of any such breach, termination or failure, other than the Company seeking the Parent Termination Fee from Parent or the Merger Subs to the extent expressly provided for in the Merger Agreement or the Company seeking the Parent Termination Fee from DFO to the extent expressly provided for in the Limited Guarantee.

At any time prior to the valid termination of the Merger Agreement, subject to the limitations set forth in the Merger Agreement, each party is entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the performance of terms and provisions of the Merger Agreement, including the right of a party to cause each other party to consummate the Mergers and the other transactions contemplated by the Merger Agreement on the terms and subject to the conditions of the Merger Agreement, and the right of the Company to cause Parent to cause the Equity Financing to be funded as and when required under the Equity Commitment Letter in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter, and each party has waived any requirement for the securing or posting of any bond in connection with such remedy. Under no circumstances will Parent or the Company be permitted or entitled to receive both specific performance that results in the occurrence of the closing and any monetary damages.

Additional Covenants

The Merger Agreement also contains certain other covenants, including relating to cooperation in the preparation and filing of this proxy statement and the Schedule 13E-3, the stock exchange delisting, stockholder litigation, access to information, public announcements and certain tax matters.

Indemnification; Directors’ and Officers’ Insurance

From and after the Effective Time, Parent will, and will cause the Surviving Corporation to, indemnify and hold harmless, and will advance expenses to, the present and former officers, directors and managers (in their capacity as directors) of the Company and its subsidiaries (each, an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted under applicable law, and in no event less than the extent provided under the organizational documents of the Company and its subsidiaries in effect on the date of the Merger Agreement.

For six years following the Effective Time, Parent will cause to be maintained in effect provisions in the Surviving Corporation’s or each of its subsidiaries’ respective organizational documents (or in such documents of any successor to the business of the Surviving Corporation and its subsidiaries) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the corresponding provisions in existence on the date of the Merger Agreement.

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Prior to the Effective Time, the Company will, or if the Company is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the transactions or actions contemplated thereby). Notwithstanding the foregoing, in no event will Parent or the Surviving Corporation be required to (and the Company will not) expend for such “tail” insurance policy pursuant to this sentence an amount in excess of 350% of the aggregate annual premium paid by the Company in its last full fiscal year for the D&O Insurance; and provided further that if the aggregate cost of such tail policy exceeds such amount, the Surviving Corporation will be obligated to obtain a tail policy with the greatest coverage available with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount.

If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provisions will be made so that the successors and assigns of the Surviving Corporation will assume the obligations set forth in this section.

The rights of each Indemnified Person under this section will be in addition to any rights such Person may have under the organizational documents of the Company or any of its subsidiaries, under the DGCL or any other applicable law or under any agreement of any Indemnified Person with the Company or any of its subsidiaries. These rights will survive consummation of the Company Merger and are intended to benefit, and will be enforceable by, each Indemnified Person, and these provisions may not be amended in any manner that adversely affects such Indemnified Person without their prior written consent.

Modification, Amendments or Waiver

At any time prior to the Effective Time, the Merger Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Merger Agreement (the Company, OpCo LLC, Parent and Merger Subs and each person who executes a joinder to the Merger Agreement) or, in the case of a waiver, by each party against whom the waiver is to be effective; provided that, after the receipt of the Requisite Company Vote, there will be no amendment or waiver that would require the further approval of the stockholders of the Company under the DGCL without such approval having first been obtained.

At any time prior to the Effective Time, the parties may (i) extend the time for the performance of any of the obligations or other acts of the other parties; (ii) waive any inaccuracies in the representations and warranties contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement; (iii) waive compliance with any covenants and agreements contained in the Merger Agreement; or (iv) waive the satisfaction of any of the conditions contained in the Merger Agreement. No extension or waiver, or termination of the Merger Agreement, by the Company will require the approval of the Company’s stockholders unless such approval is required by applicable law. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of the party to be bound thereby. No failure or delay by any party in exercising any right, power or privilege under the Merger Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in the Merger Agreement will be cumulative and not exclusive of any rights or remedies provided by applicable law.

Certain provisions of the Merger Agreement and the defined terms used in those provisions may not be amended in a manner adverse to the Debt Financing Sources in any material respect without the prior written consent of the Debt Financing Sources.

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Special Committee Approval

Until the Effective Time, no decision or determination will be made, or action taken, by the Board under or with respect to any Transaction Document (as defined in the Merger Agreement, which includes the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the Confidentiality Agreement, the TRA Amendment and the Rollover Agreements) without first obtaining the approval of the Special Committee.

In the event the Special Committee ceases to exist or is disbanded, any consents, determinations, actions or other rights or obligations afforded to the Special Committee may be afforded to a majority of the remaining disinterested directors (as defined in Section 144 of the DGCL) of the Company.

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THE VOTING, SUPPORT AND ROLLOVER AGREEMENTS

The following describes the material provisions of the Voting, Support and Rollover Agreements, which are attached as Annex D to this proxy statement and which are incorporated by reference within this proxy statement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Voting, Support and Rollover Agreements. This summary does not purport to be complete and may not contain all of the information about the Voting, Support and Rollover Agreements that is important to you. You are encouraged to read carefully the Voting, Support and Rollover Agreements in its entirety.

Concurrently with the execution of the Merger Agreement on September 14, 2026, certain stockholders and unitholders (collectively, the “Rollover Holders”), who collectively agreed to contribute to Topco or retain 7.3% of the issued and outstanding shares of Company Common Stock as of September 14, 2026, entered into the Voting, Support and Rollover Agreements with the Company, Parent and certain affiliates of the Parent and solely for the purposes described therein. As of September 14, 2026, the Rollover Holders collectively beneficially owned approximately 15% of the outstanding shares of Company Common Stock, consisting of Class B Shares and the corresponding OpCo LLC Units. The Rollover Holders’ voting obligations under the Voting, Support and Rollover Agreements are not limited to such shares and apply to all shares of Company Common Stock or OpCo LLC Units which such Rollover Holder may acquire or otherwise come to beneficially own during the term of the Voting, Support and Rollover Agreement.

Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders agreed to, among other things, vote or cause to be voted any shares of Company Common Stock or OpCo LLC Units owned by them: (1) in favor of (a) the adoption of the Merger Agreement and the approval of the Mergers and the other transactions contemplated by the Merger Agreement, (b) the approval of any proposal to adjourn or postpone any Special Meeting if the Company or Parent proposes or requests such postponement or adjournment in accordance with the Merger Agreement, (c) the adoption of any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, does not (x) decrease the Merger Consideration, (y) change the form of the Merger Consideration or (z) make any other amendment pursuant to the Merger Agreement that results in a change that adversely and disproportionately affects the Rollover Holder relative to any other stockholders of the Company (any amendment that results in clauses (x) through (z), an “Adverse Amendment”), and (d) the approval of any other proposal considered and voted upon by the stockholders of the Company at any Special Meeting necessary or desirable for the consummation of the Mergers and the transactions contemplated by the Merger Agreement; and (2) against any (a) Acquisition Proposal and any Alternative Acquisition Agreement (or any action or proposal in furtherance of any Acquisition Proposal or Alternative Acquisition Agreement), (b) action or agreement that would be reasonably likely to result in (I) a material breach of any representation, warranty, covenant or any other obligation or agreement of the Company contained in the Merger Agreement or of the Rollover Holders contained in the Voting, Support and Rollover Agreements or (II) any of the conditions to the consummation of the Mergers under the Merger Agreement not being satisfied, and (c) other action or agreement that is intended to, or which could reasonably be expected to, materially delay, impede, interfere with, postpone, prevent or otherwise materially adversely affect the consummation of the Mergers or the other transactions contemplated by the Merger Agreement.

Additionally, pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders have agreed that they will not, and will cause each of their Affiliates and the Rollover Holders’ and their Affiliates’ Representatives not to, directly or indirectly, take any action that the Company or its Subsidiaries or its or their Representatives would then be prohibited from taking under Section 6.03 of the Merger Agreement as if such section applied, mutatis mutandis, to the Rollover Holder, or that would otherwise cause the Company, its Subsidiaries or any of their respective Representatives to violate Section 6.03 of the Merger Agreement.

Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders have agreed to contribute, transfer and assign to Topco, immediately prior to and subject to the occurrence of the Effective Time, the Rollover Stock in exchange for the Exchange Shares, having an aggregate value equal to the value of the Rollover Stock and the same original issue price and the same economic rights as the common equity interests issued to the Sponsors and their Affiliates in connection with the Closing on such terms and subject to the conditions set forth in the Voting, Support and Rollover Agreements. The Retained Units will remain outstanding following the LLC Merger and will not receive the Merger Consideration, and at the Second Effective Time will be converted into Seller LLC Units. At

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the Closing, Topco will indirectly contribute the Rollover Stock to Parent. The Rollover Holders and the other holders of Rollover Stock and Retained Units will not receive the Merger Consideration with respect to their Rollover Stock or Retained Units, and they will maintain an interest in the potential future earnings, growth or value realized by the Company after the Mergers.

Pursuant to the Voting, Support and Rollover Agreements, the Rollover Holders have agreed not to, and to cause its controlled affiliates not to, directly or indirectly, transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose of, or enter into any derivative or other arrangement transferring the economic or voting consequences of ownership, grant any proxy, power-of-attorney or other authorization or deposit into a voting trust or enter into any voting agreement or arrangement, with respect to any shares of Company Common Stock or OpCo LLC Units owned by them. These restrictions are subject to certain permitted transfers, including specified transfers to controlled affiliates and for estate-planning purposes, subject to the conditions set forth in the Voting, Support and Rollover Agreements. In addition, each Rollover Holder has agreed not to exchange any of its Retained Units for shares of Class B Common Stock. Any purported transfer made in violation of these restrictions will be null and void ab initio.

The Voting, Support and Rollover Agreements will terminate upon the earliest to occur of (1) the valid termination of the Merger Agreement in accordance with its terms, (2) the Effective Time, (3) any Adverse Amendment, provided that the applicable Rollover Holder delivers written notice to Parent at least five (5) Business Days in advance of such termination and such Adverse Amendment is not cured by Parent after receipt of such notice, or (4) the written consent of each of the Parties.

In addition, pursuant to the Rollover Commitment Letters, the form of which is attached as Exhibit (d)(3) to the Schedule 13E-3, certain other employees of the Company have agreed with the Company to, at the Company’s request, contribute or retain up to a certain portion of such persons’ shares of Company Common Stock and/or OpCo LLC Units in connection with the closing of the Mergers, in exchange for equity interests in Topco or OpCo LLC, as applicable.

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TRA AMENDMENT

The Company, OpCo LLC and the Members are parties to the Tax Receivable Agreement dated as of October 28, 2019 (the “Tax Receivable Agreement”). In connection with the Merger Agreement, the Company, OpCo LLC and certain Members entered into Amendment No. 1 to the Tax Receivable Agreement, dated as of September 14, 2026 (the “TRA Amendment”). The TRA Amendment is contingent upon and conditioned on consummation of the Mergers and the transactions contemplated thereby and provides for the payment of Final TRA Payments to the Members at the Effective Time.

The Final TRA Payments will be determined under the procedures set forth in the TRA Amendment. Specifically, the Company will determine the estimated Early Termination Payment that would be due to each Member if the Company were to exercise its early termination right under the Tax Receivable Agreement on January 1, 2027, using reasonable assumptions consistently applied to all similarly situated Members (each, an “Estimated Hypothetical Early Termination Payment”). Each Member’s “Specified TRA Payment Amount” will equal the product of its Estimated Hypothetical Early Termination Payment and a uniform percentage (the “Specified Percentage”) selected so that the aggregate Specified TRA Payment Amounts for all Members equal $298,450,598. In no event will the aggregate Final TRA Payments exceed $298,450,598. The Company believes that the aggregate Final TRA Payments represent a discount to the estimated aggregate early termination payments that would otherwise be payable to the Members under the Tax Receivable Agreement if the Company were to elect to terminate the Tax Receivable Agreement in accordance with its terms at the Effective Time. Each Member’s Final TRA Payment will equal its Specified TRA Payment Amount, reduced by any payments made to that Member under the Tax Receivable Agreement between September 14, 2026 and the Effective Time.

The TRA Amendment will automatically terminate upon the earliest to occur of (a) the Merger Agreement is validly terminated in accordance with its terms or (b) the Merger Agreement is amended without the consent of the requisite Members to decrease the amount of, or change the form of, the Merger Consideration. Upon termination of the TRA Amendment, the Tax Receivable Agreement would remain in full force and effect.

Upon payment of the Final TRA Payments, the Tax Receivable Agreement will terminate automatically and no Person will have further rights or obligations under it. Parent is an express third-party beneficiary of the TRA Amendment and may enforce it directly.

The TRA Amendment is attached to this proxy statement as Annex E.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contain statements that, in our opinion, may constitute forward-looking statements, including statements about the potential benefits of the proposed Mergers, anticipated growth rates, the Company’s plans, objectives, expectations, and the anticipated timing of the closing of the Mergers. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “continue,” “will” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties, which may cause actual results to vary materially from any future results, performance or achievements express or implied by the forward-looking statements. Consequently, no forward-looking statements can be guaranteed. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements and information contained or referred to within this document, including, but not limited to, the information contained in the section of this proxy statement titled “Special Factors—Certain Effects on the Company if the Mergers Are Not Completed” and as described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and the following: