Perficient (PRFT) DEFM14AProxy related to merger

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:

PERFICIENT, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Dear Stockholders:

You are cordially invited to attend and participate in a special meeting of stockholders of Perficient, Inc., a Delaware corporation (“Perficient” or the “Company”), which will be held virtually on Tuesday, July 30, 2024 at 9 a.m. Central time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend and participate in the Special Meeting and examine the list of stockholders entitled to vote at the Special Meeting during the Special Meeting by visiting www.virtualshareholdermeeting.com/PRFT2024SM and using the unique 16-digit voting control number included in your proxy materials. You will not be able to attend or participate in the Special Meeting physically in person. For purposes of attendance at and participation in the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of May 5, 2024 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Plano HoldCo, Inc., a Delaware corporation (“Parent”), and Plano BidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) on the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub are affiliates of funds managed by affiliates of BPEA Private Equity Fund VIII (“EQT Asia”).

If the Merger is completed, you will be entitled to receive $76.00 in cash, without interest thereon and net of any applicable withholding taxes (the “Merger Consideration”), for each share of common stock, par value $0.001 per share, of the Company (referred to as “Company common stock” or “Perficient common stock”) that you own as of immediately prior to the effective time of the Merger (the “Effective Time”), unless you seek and perfect your statutory appraisal rights under Delaware law.

The board of directors of the Company (the “Board,” the “Perficient Board” or the “Company Board”) unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other transaction documents contemplated by the Merger Agreement (the “Transaction Documents”), upon the terms and subject to the conditions set forth therein; (b) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder and the consummation of the Merger upon the terms and subject to the conditions set forth therein; and (c) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. Accordingly, the Perficient Board unanimously recommends a vote “FOR” the proposal to adopt the Merger Agreement and “FOR” each of the other proposals to be voted on at the Special Meeting.

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the proxy statement and a brief summary of the Merger Agreement can be found in the section titled “The Merger Agreement” in the accompanying proxy statement. We encourage you to read the proxy statement, the accompanying annexes and any documents incorporated by reference in the proxy statement carefully and in their entirety.

Your vote is important, regardless of the number of shares of Perficient common stock you own. The Merger cannot be completed unless the Merger Agreement is adopted by the holders of a majority of the outstanding shares of Perficient common stock entitled to vote at the Special Meeting. If you are a record holder of shares of Perficient common stock, whether or not you plan to attend or participate in the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote by proxy via the Internet at www.proxyvote.com, by telephone at (800) 690-6903, or by completing, signing, dating and returning the enclosed proxy card by mail in the prepaid reply envelope. To vote by Internet or telephone, you will need your unique 16-digit voting control number, which can be found on your proxy card, email or notice of internet availability of proxy materials. If you are a record holder of shares of Perficient common stock and you attend or participate in the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If your shares of Perficient common stock are held in an account at by bank, broker or other nominee, then you are a beneficial owner of shares of Perficient common stock held in “street name,” and you must instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

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

Morrow Sodali LLC

509 Madison Avenue, Suite 1206

New York, NY 10022

Stockholders Call Toll-Free: 800-662-5200

Banks, Brokers and Other Nominees Call Collect: 203-658-9400

E-mail: PRFT@investor.morrowsodali.com

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

Very truly yours,

Thomas J. Hogan

Chief Executive Officer

The accompanying proxy statement is dated June 26, 2024, and the form of proxy is first being mailed to holders of Perficient common stock on or about June 26, 2024.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other Transaction Documents or passed upon the adequacy or accuracy of the disclosure in this document and any documents incorporated by reference. Any representation to the contrary is a criminal offense.

555 MARYVILLE UNIVERSITY DRIVE SUITE 600

63141, ST. LOUIS

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 9 a.m. Central Time, on Tuesday, July 30, 2024

To the stockholders of Perficient, Inc.:

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Perficient. Inc., a Delaware corporation (the “Company” or “Perficient”), will be held virtually on Tuesday, July 30, 2024, at 9 a.m. Central Time, for the following purposes:

The proxy statement accompanying this notice provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the proxy statement accompanying this notice and a summary of the Merger Agreement can be found in the section titled “The Merger Agreement” in the proxy statement accompanying this notice, and the full text of such Merger Agreement and such summary are incorporated by reference into this notice. We encourage you to read the proxy statement accompanying this notice (including the summary of the Merger Agreement set forth therein), the accompanying annexes and any documents incorporated by reference in the proxy statement accompanying this notice carefully and in their entirety.

Only holders of shares of common stock, par value $0.001 per share of the Company (“Company common stock” or “Perficient common stock”), as of the close of business on June 21, 2024, are entitled to notice of, and to vote at, the Special Meeting.

All stockholders are cordially invited to attend and participate in the Special Meeting. Perficient is pleased to conduct the Special Meeting solely online via the Internet via webcast and online stockholder tools. Stockholders will be able to attend and participate in the Special Meeting by visiting www.virtualshareholdermeeting.com/PRFT2024SM and by using the unique 16-digit voting control number included in their proxy materials. You will not be able to attend or participate in the Special Meeting physically in person. For purposes of attendance at or participation in the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending or participating in the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/PRFT2024SM.

The Board of Directors of Perficient recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the advisory, non-binding Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

Under Delaware law, Perficient stockholders or beneficial owners who do not vote in favor of the adoption of the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Perficient common stock as determined by the Delaware Court of Chancery if the Merger is completed, but only if such stockholder or beneficial owner, as applicable, submits a written demand for appraisal prior to the vote on the Merger Agreement and complies with the other Delaware law procedures for exercising statutory appraisal rights, which are summarized in the section of the accompanying proxy statement titled “Appraisal Rights.” A copy of Section 262, of the General Corporation Law of the State of Delaware, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

If you are a record holder of shares of Perficient common stock, whether or not you plan to attend or participate in the Special Meeting, to ensure your representation at the Special Meeting, we urge you to vote by proxy via the Internet at www.proxyvote.com, by telephone at (800) 690-6903, or by completing, signing, dating and returning the enclosed proxy card by mail in the prepaid reply envelope. To vote by Internet or telephone, you will need your unique16-digit voting control number, which can be found on your proxy card, email or notice of Internet availability of proxy materials. If you are a record holder of shares of Perficient common stock and you attend or participate in the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone, and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If your shares of Perficient common stock are held in an account by a bank, broker or other nominee, then you are a beneficial owner of shares of Perficient common stock held in “street name,” and you must instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the non-binding, advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

By order of the Board of Directors

Cameron Walbert

General Counsel and Corporate Secretary

St. Louis, Missouri

June 26, 2024

YOUR VOTE IS IMPORTANT

If you are a record holder of shares of Perficient common stock, whether or not you plan to attend or participate in the Special Meeting virtually, please submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card by mail in the prepaid reply envelope. You may revoke your proxy at any time before it is exercised at the Special Meeting and voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you fail to (a) return your proxy card, (b) grant your proxy electronically over the Internet or by telephone or (c) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other proposals.

If your shares of Perficient common stock are held in an account by a bank, broker or other nominee, then you are a beneficial owner of shares of Perficient common stock held in “street name,” and you must instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. In order to vote electronically at the Special Meeting, you will need your unique 16-digit voting control number, which can be found on the notice of internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you fail to instruct your bank, broker or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other proposals.

You should carefully read and consider the entire proxy statement and the accompanying annexes, including the Merger Agreement attached as Annex A, along with all of the documents incorporated by reference in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Please contact Perficient’s Proxy Solicitor if you have any questions concerning the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement or the Special Meeting or the accompanying proxy statement; would like additional copies of the accompanying proxy statement; or need help submitting a proxy to have your shares of Perficient common stock voted:

Morrow Sodali LLC

509 Madison Avenue, Suite 1206

New York, NY 10022

Stockholders Call Toll-Free: 800-662-5200

Banks, Brokers, Trustees, and Other Nominees Call Collect: 203-658-9400

E-mail: PRFT@investor.morrowsodali.com

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a holder of Perficient common stock. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Why am I receiving this proxy statement?

On May 5, 2024, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Perficient, with Perficient surviving as a wholly owned subsidiary of Parent.

You are receiving this proxy statement in connection with the solicitation of proxies by the Perficient Board in favor of the proposal to adopt the Merger Agreement and the other matters to be voted on at the Special Meeting as described in this proxy statement.

As a holder of Perficient common stock, what will I receive in the Merger?

Each share of Perficient common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of Perficient common stock held by the Company as treasury stock, owned by Parent or Merger Sub immediately prior to the Effective Time or as to which holders thereof have properly and validly exercised their statutory rights of appraisal in accordance with applicable requirements of Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration, less any applicable withholding taxes.

Is the receipt of the Merger Consideration taxable for U.S. federal income tax purposes?

The exchange of shares of Perficient common stock for cash pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. For a more detailed description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement titled “The Merger — Certain Material U.S. Federal Income Tax Considerations.” You are urged to consult your own tax advisor for a full understanding of how the Merger will affect you for U.S. federal, state, local and/or non-U.S. tax purposes.

How does the Merger Consideration compare to the recent trading price of Perficient common stock?

The Merger Consideration of $76.00 per share represents a premium of (i) 74.9% compared to the closing price of the Company common stock of $43.46 per share on April 29, 2024 the last full trading day prior to the publication of the Bloomberg News article on April 30, 2024 reporting that the Company had retained advisors and was considering a sale to a third party, (the “Bloomberg News article”) and (ii) 50.8% compared to the volume weighted average price of the Company common stock of $50.41 per share for the 30-calendar day period ended April 29, 2024. On June 25, 2024, the most recent practicable date before the filing of this proxy statement, the closing price of Perficient common stock was $74.43 per share.

What will happen to outstanding Company equity awards in the Merger?

At the Effective Time, each Company Restricted Share outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically canceled and converted into the right to receive the Company Restricted Share Consideration, which Company Restricted Share Consideration be paid as described below.

At the Effective Time, each Company Phantom Stock Award, outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically canceled and converted into the right to receive the Company Phantom Stock Award Consideration, which Company Phantom Stock Award Consideration will be paid as described below.

At the Effective Time, each Company RSU outstanding as of immediately prior the Effective Time, whether vested or unvested, will be automatically canceled and converted into the right to receive the Company RSU Consideration, which Company RSU Consideration will be paid as described below.

At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time, whether vested or unvested and determined assuming any performance-based vesting condition is achieved at a level such that 100% of the Company common stock underlying such Company PSU is considered to be outstanding, will be automatically canceled and converted into the right to receive the Company PSU Consideration, which Company PSU Consideration will be paid as described below.

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The Equity Award Consideration will be paid to the Equity Award Holders as follows:

All payments with respect to the Equity Award Consideration will be made without interest and less any applicable withholding taxes.

When and where is the Special Meeting of our stockholders?

The special meeting will be held virtually on Tuesday, July 30, 2024, at 9 a.m. Central Time. Perficient is conducting the Special Meeting solely online via the Internet via webcast and online stockholder tools. Stockholders will be able to attend and participate in the Special Meeting by visiting www.virtualshareholdermeeting.com/PRFT2024SM and by using the unique 16-digit voting control number included in their proxy materials.

Who is entitled to vote at the Special Meeting?

Only holders of record of Perficient common stock as of the close of business on June 21, 2024, the record date for the Special Meeting, are entitled to vote the shares of Perficient common stock they held as of the record date at the Special Meeting. As of the close of business on the record date, there were 35,153,473 shares of Perficient common stock issued and outstanding and entitled to vote. On each of the proposals presented at the Special Meeting, each holder of Perficient common stock is entitled to one vote for each share of Perficient common stock held by such stockholder on the record date.

May I attend and participate in the Special Meeting and vote in person?

Perficient is hosting the Special Meeting virtually. There will be no physical location for stockholders to attend or participate in. Stockholders will be able to attend and participate in the Special Meeting by visiting www.virtualshareholdermeeting.com/PRFT2024SM and by using the unique 16-digit voting control number included in their proxy materials.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending and participating in the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/PRFT2024SM.

What proposals will be considered at the Special Meeting?

At the Special Meeting, holders of Perficient common stock will be asked to consider and vote on the following proposals:

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The only business that will be transacted at the Special Meeting are the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, as stated in the accompanying notice of the Special Meeting and such other matters as may properly come before the Special Meeting in accordance with Perficient’s Bylaws.

What constitutes a quorum for purposes of the Special Meeting?

The representation in person or by proxy of at least a majority of the outstanding shares of Perficient common stock entitled to vote at the Special Meeting is necessary to constitute a quorum for the transaction of business. The inspector of election appointed for the Special Meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

What vote of our stockholders is required to approve each of the proposals?

The approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Perficient common stock entitled to vote as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Assuming a quorum is present, the approval of the Compensation Proposal, on an advisory, non-binding basis, requires the affirmative vote of the holders of a majority of the votes cast of shares of Perficient common stock, in person or represented by proxy, excluding abstentions, at the Special Meeting. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Compensation Proposal. The approval of the Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger.

The approval of the Adjournment Proposal, if necessary or appropriate, requires the affirmative vote of the holders of a majority of the votes cast of shares of Perficient common stock, in person or represented by proxy, excluding abstentions, at the Special Meeting, even if a quorum is not present at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Adjournment Proposal.

We do not expect brokers to have discretionary voting authority in connection with the Merger Proposal, the Compensation Proposal or the Adjournment Proposal and therefore there will not be any broker non-votes.

What is a “broker non-vote”?

If a beneficial owner of shares of Perficient common stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds the owner’s shares with specific voting instructions, then, under applicable rules, the organization that holds the owner’s shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon one or more other matters for which the applicable rules provide discretionary authority or for which voting instructions have been provided but do not vote on a particular proposal because they do not have discretionary authority to vote on that matter and have not received specific voting instructions on that matter from the beneficial owner of relevant shares. Perficient does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine.

How does the Perficient Board recommend that I vote?

The Perficient Board recommends a vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

For a discussion of the factors that the Perficient Board considered in determining to recommend that Perficient stockholders adopt the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Perficient Board.” In addition, in considering the recommendation of the Perficient Board with respect to the Merger Agreement, you should be aware that certain of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. See the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

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Why am I being asked to cast an advisory, non-binding vote to approve the compensation that may be paid or may become payable to Perficient’s named executive officers in connection with the Merger?

The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require the Company to seek an advisory (non-binding) vote with respect to certain payments that may be made to the Company’s named executive officers in connection with the Merger.

What will happen if the Company’s stockholders do not approve the Compensation Proposal?

The vote on the Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Perficient, the Perficient Board, Parent or the surviving corporation. Accordingly, because Perficient is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the holders of Perficient common stock and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of this advisory, non-binding vote.

What happens if I sell my shares of Perficient common stock before the Special Meeting?

The record date for the Special Meeting is earlier than the date of the Special Meeting. If you sell or transfer your shares of Perficient common stock after the record date, but before the Special Meeting, you will retain your right to vote such shares at the Special Meeting. However, the right to receive the Merger Consideration will pass to the person to whom you transferred your shares. In order to receive the Merger Consideration in connection with the Merger, you must hold your shares of Perficient common stock through the Effective Time. In addition, if you demand appraisal for any of your shares of Perficient common stock, you will lose your right to appraisal with respect to any such shares that you thereafter sell or transfer prior to the Effective Time.

What is a proxy?

A proxy is your legal designation of another person to vote your shares of Perficient common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Perficient common stock is called a “proxy card.”

If a stockholder gives a proxy, how are the shares voted?

If you submit your proxy over the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card, the persons named as proxies will vote your shares according to your instructions. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

What is the difference between holding shares of record and holding shares as a beneficial owner of shares of Perficient common stock?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, to be the “stockholder of record.” In that case, this proxy statement and your proxy card have been sent directly to you by the Company.

If your shares of Perficient common stock are held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record.

How do I cast my vote if I am a stockholder of record?

If you are a stockholder of record as of the record date, you may vote by submitting your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card by mail in the prepaid reply envelope. Proxies submitted via the Internet, by telephone or by mail must be received by 10:59 p.m. Central Time, on July 29, 2024 for shares held directly and by 10:59 p.m. Central Time, on July 26, 2024 for shares held in a plan. You may also attend and participate in the Special Meeting and vote your shares by ballot via the Internet during the Special Meeting. Even if you plan to attend and participate in the Special Meeting, you are encouraged to submit your vote by proxy as early as possible to ensure that your shares will be represented. For more detailed instructions on how to vote using one of these methods, see the section of this proxy statement titled “The Special Meeting — Voting Procedures.”

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If you are a holder of record of shares of Perficient common stock and you submit a proxy card but do not direct how to vote on each item, the persons named as proxies will vote your shares in favor of each of the Merger Proposal, the Compensation Proposal and, if necessary or appropriate, the Adjournment Proposal.

How do I cast my vote if my shares of Perficient common stock are held in “street name” by my bank, broker or other nominee?

If your shares of Perficient common stock are held in “street name,” you should follow the instructions from your bank, broker or other nominee in order to vote such shares. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. Without providing those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Compensation Proposal or the Adjournment Proposal. If you give voting instructions to your bank, broker or other nominee with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal.

If your shares of Perficient common stock are held in “street name,” in order to vote at the Special Meeting via webcast, you must first have your unique 16-digit voting control number, which can be found on the notice of internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other nominee.

What will happen if I abstain from voting or fail to vote on any of the proposals?

Assuming a quorum is present at the Special Meeting, if you are a stockholder of record and abstain or fail to submit your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card and fail to cast your vote via the Internet during the Special Meeting, it will have the same effect as a vote “AGAINST” the Merger Proposal. If your shares of Perficient common stock are held in “street name” by a bank, broker or other nominee and you fail to give voting instructions to your bank, broker or other nominee, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Assuming a quorum is present at the Special Meeting, if you are a stockholder of record and abstain or fail to submit your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card and fail to cast your vote via the Internet during the Special Meeting, it will have no effect on the outcome of the Compensation Proposal. If your shares of Perficient common stock are held in “street name” by a bank, broker or other nominee and you fail to give voting instructions to your bank, broker or other nominee, it will have no effect on the outcome of the Compensation Proposal.

If you are a stockholder of record and abstain or fail to submit your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card and fail to cast your vote via the Internet during the Special Meeting, it will have no effect on the outcome of the Adjournment Proposal. If your shares of Perficient common stock are held in “street name” by a bank, broker or other nominee and you fail to give voting instructions to your bank, broker or other nominee, it will have no effect on the outcome of the Adjournment Proposal.

Can I change my vote after I have delivered my proxy or my voting instructions?

Yes. If you are a record holder of shares of Perficient common stock as of the record date, you may revoke your proxy at any time prior to the time it is voted by:

Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our offices at Perficient Inc., 555 Maryville University Dr., Suite 600, St. Louis, Missouri 63141, Attention: General Counsel and Corporate Secretary, before the taking of the vote at the Special Meeting. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting.

If your shares of Perficient common stock are held in “street name,” you must contact your bank, broker or other nominee to change your voting instructions or by attending and participating in the Special Meeting online and voting electronically during the meeting (although attendance at and participation in the Special Meeting will not in and of itself constitute a revocation of a proxy). If your shares are held in “street name” by a bank, broker or other nominee, in order to vote at the Special Meeting via webcast, you must have your unique 16-digit voting control number, which can be found on the notice of Internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other nominee.

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What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of Perficient common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Perficient common stock. If you are a holder of Perficient common stock of record and your shares of Perficient common stock are registered in more than one name, you will receive more than one proxy card. Please submit your proxy and/or voting instructions for each set of materials that you receive to ensure that all your shares of Perficient common stock are voted.

If I hold my shares of Perficient common stock in certificated form, should I send in my stock certificates now?

No. Promptly after the Effective Time, each holder of a certificate representing shares of Perficient common stock that have been converted into the right to receive the Merger Consideration will be sent a letter of transmittal describing the procedure for surrendering his, her, its or their shares in exchange for the Merger Consideration. If you hold your shares in certificated form, you will receive your cash payment after the Payment Agent receives your stock certificates and any other documents requested in the instructions. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the Payment Agent without a letter of transmittal. If you hold shares of Perficient common stock in uncertificated, book-entry form, you will not be required to deliver a stock certificate, and you will receive your cash payment after the Payment Agent receives an “agent’s message” and any other documents requested in the instructions.

Where can I find the voting results of the Special Meeting?

If available, we may announce preliminary voting results at the conclusion of the Special Meeting. We intend to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Perficient files with the SEC are publicly available when filed. For more information, see the section of this proxy statement titled “Where You Can Find Additional Information.”

Am I entitled to rights of appraisal under the DGCL?

If the Merger is completed, record holders and beneficial owners of Perficient common stock who continuously hold or beneficially own, as applicable, shares of Perficient common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement, who properly demand appraisal of their shares and do not withdraw their demands, and who otherwise comply with the requirements of Section 262 of the DGCL, will be entitled to seek appraisal of their shares of Perficient common stock in connection with the Merger under Section 262 of the DGCL. This means that record holders and beneficial owners of shares of Perficient common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Perficient common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding).

Record holders and beneficial owners of Perficient common stock who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this proxy statement, and a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. See the section of this proxy statement titled “Appraisal Rights.”

When is the Merger expected to be completed?

We are working toward completing the Merger as promptly as possible, and currently expect the transaction to close by the end of 2024. However, the exact timing of completion of the Merger cannot be accurately predicted, because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control, including the receipt of the approval of Perficient stockholders of the adoption of the Merger Agreement and the receipt of required regulatory approvals. According to the terms of the Merger Agreement, the consummation of the Merger will not occur prior to July 4, 2024, without the prior written consent of Parent. For more information, see the section of this proxy statement titled “The Merger Agreement — Conditions of the Merger.”

What effect will the Merger have on Perficient?

If the Merger is consummated, Merger Sub will be merged with and into Perficient, the separate corporate existence of Merger Sub will cease, and Perficient will continue to exist following the Merger as a wholly owned subsidiary of Parent. Following completion of the

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Merger, shares of Perficient common stock will be delisted from Nasdaq, and the registration of shares of Perficient common stock under the Exchange Act will be terminated.

What happens if the requisite stockholder approval is not obtained or the Merger is not completed?

If the Merger Proposal is not approved by the holders of Perficient common stock, or if the Merger is not completed for any other reason, holders of Perficient common stock will not receive any Merger Consideration for shares of Perficient common stock they own. Instead, Perficient will remain an independent public company and stockholders will continue to own their shares of Perficient common stock. Perficient common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and Perficient will continue to file periodic reports with the SEC.

Under certain circumstances, if the Merger Agreement is terminated, Perficient may be obligated to pay to Parent a termination fee of $81,318,944 or Parent may be obligated to pay to Perficient a termination fee of $162,637,888, as applicable. For more information, see the section of this proxy statement titled “The Merger Agreement — Termination Fees and Expenses.”

What is householding and how does it affect me?

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. If your shares of Perficient common stock are held in “street name,” you will receive your proxy card or other voting information from your bank, broker or other nominee and you will return your proxy card(s) to your bank, broker or other nominee. You should vote on and sign each proxy card you receive as discussed above. To request that only one copy of any of these materials be mailed to your household, please contact your bank, broker or other nominee.

Who can help answer my questions?

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Perficient’s Proxy Solicitor:

Morrow Sodali LLC

509 Madison Avenue, Suite 1206

New York, NY 10022

Stockholders Call Toll-Free: 800-662-5200

Banks, Brokers, Trustees, and Other Nominees Call Collect: 203-658-9400

E-mail: PRFT@investor.morrowsodali.com

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and any documents to which Perficient refers to in this proxy statement, contains “forward-looking statements,” which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding future events or trends. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “believe,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “project,” “outlook,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements, which include but are not limited to statements regarding the benefits of and timeline for closing the Merger, are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company, whether or not identified in this proxy statement or the documents referred to herein. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including but not limited to:

While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in this proxy statement will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the Merger and/or the Company’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Perficient. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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THE PARTIES

Perficient, Inc.

Perficient, Inc.

555 Maryville University Dr., Suite 600

St. Louis, Missouri 63141

(314) 930-2900

Perficient is a Delaware corporation incorporated on May 3, 1999. On May 12, 1999, Perficient became a Nasdaq-listed company.

Perficient is a leading global digital consultancy with thousands of skilled strategists and technologists in the U.S., Latin America, and India. We imagine, create, engineer, and run digital transformation solutions that help our clients exceed customers’ expectations, outpace competition, and grow their business. With unparalleled strategy, creative, and technology capabilities, we bring big thinking and innovative ideas, along with a practical approach to help the world’s largest enterprises and biggest brands succeed.

Shares of Perficient common stock are listed on Nasdaq Global Select Market (“Nasdaq”) under the symbol “PRFT.” Our principal executive office is located at 555 Maryville University Dr., Suite 600, St. Louis, Missouri 63141, our telephone number is (314) 930-2900, and our Internet address is http://www.perficient.com. Information on Perficient’s website is not incorporated by reference into or otherwise part of this proxy statement. Additional information about Perficient is contained in our public filings. See the section of this proxy statement titled “Where You Can Find Additional Information.”

Plano HoldCo, Inc.

Plano HoldCo, Inc.

c/o EQT Partners Asia Pte. Limited

10 Collyer Quay #10-01 Ocean Financial Centre

Singapore, 049315

+65 6595 1830

Parent was formed on April 19, 2024, by investment funds managed by affiliates of EQT Asia solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and the Debt Financing. Upon completion of the Merger, Perficient will be a wholly owned subsidiary of Parent.

Plano BidCo, Inc.

Plano BidCo, Inc.

c/o EQT Partners Asia Pte. Limited.

10 Collyer Quay #10-01 Ocean Financial Centre

Singapore, 049315

+65 6595 1830

Merger Sub is a wholly owned subsidiary of Parent and was formed on April 19, 2024, by Parent solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and the Debt Financing. Upon completion of the Merger, Merger Sub will cease to exist.

Parent and Merger Sub are affiliates of investment funds managed by affiliates of EQT Asia. EQT is a purpose-driven global leading investment organization with EUR 242 billion in total assets under management (EUR 132 billion in fee-generating assets under management), within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership. At the Effective Time, Perficient, the surviving corporation will be indirectly majority owned by investment funds managed by affiliates of EQT Asia.

In connection with the transactions contemplated by the Merger Agreement, JPM, Toronto-Dominion, TD Securities, Barclays, Citi, DB NY and Nomura have provided certain senior secured term loan and revolving credit commitments. The amounts committed under the A&R Debt Commitment Letter will be used for the purpose of, among other things, allowing Parent and/or Merger Sub to fund a portion of the aggregate Merger Consideration, repay in full all of the outstanding indebtedness under the Company credit agreement, and pay related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Financing). For more information, see the section of this proxy statement titled “The Merger — Financing of the Merger.”

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The Guarantors have provided Parent with an equity commitment. The amounts committed under the Equity Commitment Letters will be used solely for the purpose of allowing Parent and/or Merger Sub to fund a portion of the aggregate Merger Consideration and to pay related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Merger). In addition, each of the Guarantors has agreed to guarantee, on pro rata basis, the performance and payment of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $167,637,888. For more information, see the section of this proxy statement titled “The Merger — Financing of the Merger.”

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THE SPECIAL MEETING

We are furnishing this proxy statement to the holders of Perficient common stock as part of the solicitation of proxies by the Perficient Board for use at the Special Meeting and at any adjournments or postponements thereof.

Date, Time and Place

The Special Meeting will be held virtually on Tuesday, July 30, 2024, at 9 a.m. Central Time. Stockholders will be able to attend and participate in the Special Meeting by visiting www.virtualshareholdermeeting.com/PRFT2024SM where you, or your proxy, will be able to vote electronically and examine the list of stockholders entitled to vote at the Special Meeting during the Special Meeting. All stockholders are cordially invited to attend and participate in the Special Meeting.

Perficient has chosen to hold the Special Meeting solely online via webcast and online stockholder tools and not in a physical location.

Purpose of the Special Meeting.

At the Special Meeting, holders of Perficient common stock will be asked to consider and vote on the following proposals:

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Recommendation of the Perficient Board

The Company Board unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, in accordance with the DGCL, and the other Transaction Documents, upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. Accordingly, the Perficient Board unanimously recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the advisory, non-binding Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

For a discussion of the material factors that the Perficient Board considered in determining to recommend the adoption of the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Perficient Board.”

Record Date and Stockholders Entitled to Vote

Only holders of Perficient common stock of record as of the close of business on June 21, 2024, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of Perficient common stock they held on the record date at the Special Meeting. As of the close of business on the record date, 35,153,473 shares of Perficient common stock were issued and outstanding and entitled to be voted at the Special Meeting. On each of the proposals presented at the Special Meeting, each holder of Perficient common stock is entitled to one vote for each share of Perficient common stock held by such stockholder on the record date. The adoption of the Merger Agreement by the holders of Perficient common stock requires the affirmative vote of holders of a majority of the outstanding shares of Perficient common stock entitled to vote thereon as of the close of business on the record date.

A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting beginning ten days prior to the Special Meeting and ending on the date of the Special Meeting at our corporate headquarters and principal executive offices located at 555 Maryville University Dr., Suite 600, St. Louis, Missouri 63141. Such list will also be available during the webcast of the virtual meeting at www.virtualshareholdermeeting.com/PRFT2024SM.

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Quorum

The representation in person or by proxy of at least a majority of the outstanding shares of Perficient common stock entitled to vote at the Special Meeting, or 17,576,737 shares of Perficient common stock, is necessary to constitute a quorum for the transaction of business. If a quorum shall fail to attend the Special Meeting, the Special Meeting may be adjourned to another time and/or place by the chairman of the meeting or the vote of a majority of the votes cast of shares of Perficient common stock, in person or by proxy, excluding abstentions. The inspector of election appointed for the Special Meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum.

If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

Vote Required

Adoption of the Merger Proposal

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Perficient common stock entitled to vote as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Merger Agreement, stockholder approval of the Merger Proposal is a condition to the consummation of the Merger.

Approval of the Compensation Proposal

Assuming a quorum is present, the approval of the Compensation Proposal, on an advisory, non-binding basis, requires the affirmative vote of the holders of a majority of the votes cast of shares of Perficient common stock present, in person or represented by proxy, excluding abstentions, at the Special Meeting. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Compensation Proposal.

The vote on the Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Perficient, the Perficient Board, Parent or the surviving corporation. Accordingly, because Perficient is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the holders of Perficient common stock and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory, non-binding vote.

Approval of the Adjournment Proposal

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast of shares of Perficient common stock, in person or represented by proxy, excluding abstentions, at the Special Meeting, even if a quorum is not present at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

Tabulation of Votes; Results

The Company will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the Special Meeting.

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Voting Procedures

Whether or not you plan to attend and participate in the Special Meeting virtually and regardless of the number of shares of Perficient common stock you own, your careful consideration of, and vote on, the Merger Proposal is important and we encourage you to submit a proxy promptly.

If you are a stockholder of record, to ensure that your shares of Perficient common stock are voted at the Special Meeting, we recommend that you promptly submit your proxy, even if you plan to attend and participate in the Special Meeting virtually, using one of the following three methods:

Via the Internet. Follow the instructions for submitting your proxy by the Internet shown on the proxy card mailed to you.

By Telephone. Follow the instructions for submitting your proxy by telephone shown on the proxy card mailed to you.

By Proxy Card. Complete, sign, date and return the enclosed proxy card by mail in the prepaid reply envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

The Internet and telephone procedures for submitting proxies are designed to authenticate your identity and to allow you to instruct your shares of Perficient common stock to be voted for the matters brought before the Special Meeting as described in this proxy statement and confirm that your proxy has been properly recorded.

Proxies submitted via the internet, by telephone or by mail for the matters brought before the Special Meeting as described in this proxy statement must be received by 10:59 p.m. Central Time, on July 29, 2024 for shares held directly and by 10:59 p.m. Central Time on July 26, 2024 for shares held in a plan.

If you submit your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder of record and submit your proxy but do not direct the persons named as proxies how to vote your shares on a proposal to be brought before the Special Meeting, the persons named as proxies will vote your shares in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

If your shares of Perficient common stock are held in “street name,” you must instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. In order to vote electronically at the Special Meeting, you must have your unique 16-digit voting control number, which can be found on the notice of internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other nominee. If you fail to instruct your bank, broker or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other proposals.

Revocation of Proxies

If you are a stockholder with shares of Perficient common stock registered in your name, you may revoke your proxy at any time prior to the time it is voted by:

Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our offices at Perficient Inc., 555 Maryville University Dr. Suite 600, St. Louis, Missouri 63141, Attention: General Counsel and Corporate Secretary, before the taking of the vote at the Special Meeting. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting. If your shares of Perficient common stock are held in “street name,” you should contact your bank, broker or other nominee to change your voting instructions or by attending and participating in the Special Meeting online and voting electronically during the meeting (although attendance at and participation in the Special Meeting will not in and of itself constitute a revocation of a proxy). If your shares are held in “street name” by a bank, broker or other nominee, in order to vote at the Special Meeting via webcast, you must have your unique 16-digit voting control number, which can be found on the notice of internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other nominee.

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

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Voting at the Special Meeting

The Special Meeting will be held virtually via www.virtualshareholdermeeting.com/PRFT2024SM. There will be no physical location for stockholders to attend. You will be able to attend and participate in the virtual Special Meeting by visiting www.virtualshareholdermeeting.com/PRFT2024SM and using the unique 16-digit voting control number included in your proxy materials.

Stockholders of record: If you are a stockholder of record, in order to vote at the Special Meeting via webcast, you will need your 16-digit control number included on the proxy notice, proxy card or the voting instruction form previously distributed to you. If you are a stockholder of record, you may vote electronically during the Special Meeting.

Stockholders holding shares in “street” name: If your shares are held in “street name” by a bank, broker or other nominee, in order to vote at the Special Meeting via webcast, you will need your unique 16-digit voting control number included on the voting instruction form previously distributed to you by your broker, bank or other nominee.

Instructions on how to attend and participate in the Special Meeting via webcast are available at www.virtualshareholdermeeting.com/PRFT2024SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending and participating in the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/PRFT2024SM.

Please note that even if you plan to attend and participate in the Special Meeting, if you are a record holder of shares of Perficient common stock, we recommend that you submit a proxy by Internet, telephone or by mail, using the enclosed proxy card in advance, to ensure that your shares will be represented.

Solicitation of Proxies

The Perficient Board is soliciting proxies for the Special Meeting from its stockholders. The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request banks, brokers and other nominees to solicit their customers who have Perficient common stock registered in their names and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice. We may also use the services of our directors, officers and other employees to solicit proxies, personally, by telephone or by electronic means, without additional compensation. In addition, the Company has retained Morrow Sodali LLC (“Morrow Sodali”) to solicit stockholder proxies at a total cost to the Company of approximately $55,000 plus reasonable expenses. We have also agreed to indemnify Morrow Sodali against certain losses, damages and expenses.

Adjournments

The Special Meeting may be adjourned from time to time to another time and/or place under our Bylaws by the chairman of the meeting or by the vote of a majority of the votes cast of shares of Perficient common stock, in person or by proxy, excluding abstentions. Under our Bylaws, notice need not be given of any such adjournment of less than 30 days if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned special meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present virtually and vote at such adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the reconvened meeting.

The Adjournment Proposal set forth in this proxy statement relates only to an adjournment of the Special Meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the Merger Agreement. Perficient retains full authority to the extent set forth in its Bylaws and Delaware law to adjourn the Special Meeting for any other purpose, or to postpone the Special Meeting before it is convened, without the vote or consent of any Perficient stockholder.

Voting by Company Directors and Executive Officers

As of the record date for the Special Meeting, the directors and executive officers of Perficient beneficially owned in the aggregate approximately 727,855 shares of Perficient common stock, or approximately 2.1% of the outstanding shares of Perficient common stock. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of their respective shares of Perficient common stock (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

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Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the Company’s stockholders generally. For more information, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Perficient’s Proxy Solicitor:

Morrow Sodali LLC

509 Madison Avenue, Suite 1206

New York, NY 10022

Stockholders Call Toll-Free: 800-662-5200

Banks, Brokers, Trustees, and Other Nominees Call Collect: 203-658-9400

E-mail: PRFT@investor.morrowsodali.com

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PROPOSAL 1:

Adoption of the Merger Agreement

As discussed elsewhere in this proxy statement, at the Special Meeting holders of Perficient common stock will consider and vote on a proposal to adopt the Merger Agreement (referred to as the “Merger Proposal”). The Merger cannot be completed without the adoption of the Merger Agreement by the requisite vote of Perficient stockholders. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger, including the information set forth under the sections of this proxy statement titled “The Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement carefully and in its entirety.

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Perficient common stock as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

The Perficient Board recommends a vote “FOR” the approval of the Merger Proposal.

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PROPOSAL 2:

Approval of the Compensation Advisory Proposal

Pursuant to Section 14A of the Exchange Act, Perficient is required to submit a proposal to our stockholders to approve, on an advisory, non-binding basis, the “golden parachute” compensation payments that will or may be made by Perficient to its named executive officers in connection with the Merger. This proposal, commonly known as a “say on golden parachute” proposal, gives stockholders the opportunity to vote on an advisory, non-binding basis on the “golden parachute” compensation payments that will or may be paid by Perficient to its named executive officers in connection with the Merger (referred to as the “Compensation Proposal”).

The “golden parachute” compensation that Perficient’s named executive officers will or may be entitled to receive from Perficient in connection with the Merger is summarized in the table that appears in the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits.” Such summary, in table form, includes the compensation and benefits that will or may be paid by Perficient to its named executive officers in connection with the Merger.

The Perficient Board encourages you to review carefully the “golden parachute” compensation information disclosed in this proxy statement.

The Perficient Board unanimously recommends that the stockholders of Perficient approve the following resolution:

“RESOLVED, that the stockholders approve, on an advisory (non-binding) basis, the compensation that will or may become payable by Perficient to its named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the Quantification of Payments and Benefits table and the related narrative disclosures.”

Assuming a quorum is present, the approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast of shares of Perficient common stock, in person or represented by proxy, excluding abstentions, at the Special Meeting. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Compensation Proposal.

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Since the vote on the Compensation Proposal is advisory only, it will not be binding on either Parent or Perficient. Accordingly, if the Merger Proposal is approved and the Merger is consummated, the compensation payments that are contractually required to be paid by Perficient to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of the holders of Perficient common stock on the Compensation Proposal.

The Perficient Board recommends a vote “FOR” the approval of the advisory, non-binding Compensation Proposal.

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PROPOSAL 3:

Adjournment Proposal

We are asking that you approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (referred to as the “Adjournment Proposal”).

Perficient is asking stockholders to authorize the holder of any proxy solicited by the Perficient Board to vote in favor of any adjournment of the Special Meeting, if necessary or appropriate, as determined by the Company, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast of shares of Perficient common stock, in person or represented by proxy, excluding abstentions, at the Special Meeting, even if a quorum is not present at the Special Meeting. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Perficient does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

The Perficient Board recommends a vote “FOR” approval of the Adjournment Proposal.

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THE MERGER

General Description of the Merger

The Company, Parent and Merger Sub entered into the Merger Agreement on May 5, 2024. A copy of the Merger Agreement is included as Annex A to this proxy statement. On the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.

At the Effective Time, and without any action by any stockholder, each share of Perficient common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of Perficient common stock held by the Company as treasury stock, owned by Parent or Merger Sub immediately prior to the Effective Time or for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board or representatives of the Company and other parties (including EQT Asia).

As part of its ongoing evaluation of the Company’s business, the Board, together with the Company’s management, regularly reviews the Company’s historical performance, strategic plan, operations, competitive position and future prospects, in addition to ways to enhance stockholder value. These reviews have included discussions as to whether the Company should continue to execute on its strategy as a stand-alone company, pursue various growth strategies, alter its capital structure or pursue a sale of the Company. As part of these reviews, the Board and the Company’s senior management also monitor developments in the digital consulting sector, as well as the opportunities and challenges facing participants in the industry. In connection with this process, the Board, together with the Company’s senior management and with the assistance of its advisors, has considered from time to time what would offer the best avenue to enhance stockholder value along with the potential benefits and risks of any potential alternative.

On July 27, 2023, the Company announced that Jeffrey Davis, then-Chief Executive Officer of the Company planned to transition to Executive Chairman on October 1, 2023, and Tom Hogan, then-President and Chief Operating Officer had been appointed as the Company’s Chief Executive Officer and appointed to the Board, each effective as of October 1, 2023.

On August 2, 2023, Mr. Davis, Mr. Hogan and Mr. Paul Martin, Chief Financial Officer of the Company, met with a representative of EQT Asia, at EQT Asia’s request, to discuss EQT Asia’s possible interest in pursuing a potential acquisition of the Company. In the course of such meeting, Mr. Davis remarked that the Board would consider any credible proposal received by the Company, and likely would be interested in a proposal above $90.00 per share. EQT Asia did not make any proposal at this meeting. The Company’s common stock closed at a trading price of $61.01 on August 2, 2023.

On August 31, 2023, Mr. Davis, Mr. Hogan and Mr. Martin met with representatives of Strategic Party A to discuss Strategic Party A’s interest in exploring potential business opportunities with the Company. In the course of such meeting, the parties discussed, at a high level, a potential acquisition of the Company. Strategic Party A did not make any proposal at this meeting.

On September 18, 2023, a representative of EQT Asia communicated by email to Mr. Davis that EQT Asia may be willing to offer a purchase price per share in the $80s, but EQT Asia did not follow up with any proposal or make any further contact until December 2023.

On October 1, 2023, Mr. Davis transitioned to Executive Chairman and Mr. Hogan’s appointment as Chief Executive Officer and member of the Board became effective.

On October 11, 2023, Mr. Hogan and Mr. Martin met with representatives of Strategic Party B, at Strategic Party B’s request, to discuss Strategic Party B’s interest in exploring potential business opportunities with the Company, including, at a high level, a potential acquisition of the Company. Strategic Party B did not make any proposal at this meeting.

In late October 2023, a representative of Strategic Party B informed a representative of the Company that Strategic Party B was not interested in pursuing a strategic transaction with the Company.

Early in the week of December 18, 2023, a representative of EQT Asia informed Mr. Davis that EQT Asia planned to submit a non-binding indication of interest to the Board to acquire the Company.

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On December 22, 2023, EQT Asia submitted a letter setting forth a non-binding indication of interest to acquire the Company for a price of $83.00 per share in cash (the “December 22 Proposal”). The proposed purchase price per share in the December 22 Proposal represented a 24.0% premium to the $66.91 closing price of the Company’s common stock on December 21, 2023, the last full trading day prior to submission of the proposal. The December 22 Proposal was based solely on publicly available information and was subject to the completion of satisfactory due diligence.

On January 2, 2024, the Board held a special virtual meeting with Company senior management in attendance to discuss the December 22 Proposal. The proposed purchase price per share in the December 22 Proposal represented a premium of approximately 26.1% to the $65.82 closing price of the Company’s common stock on December 29, 2023, the last full trading day prior to the meeting. At this meeting, the Board determined to proceed to evaluate the December 22 Proposal and directed management to consider and meet with prospective financial and legal advisors in connection therewith. The Board further directed management to prepare financial projections for the Board’s review and authorized management to meet with financial advisors in order to further consider the December 22 Proposal.

Between January 2, 2024 and January 17, 2024, the Company’s management met with multiple prospective financial and legal advisors.

On January 11, 2024, the Company retained Kirkland & Ellis LLP (referred to as “Kirkland”) to serve as its outside legal advisor.

On January 15, 2024, BofA Securities provided a customary relationships disclosure memorandum to the Company, which was subsequently provided to the Board.

On January 17, 2024, the Board held a special virtual meeting with Company senior management and representatives of Kirkland in attendance. Representatives of Kirkland reviewed with the Board its fiduciary duties and process considerations in connection with a potential review of the December 22 Proposal and other strategic alternatives. The proposed purchase price per share in the December 22 Proposal represented a premium of approximately 24.8% to the $66.49 closing price of the Company’s common stock on January 16, 2024, the last full trading day prior to the meeting. At the meeting, Company senior management provided the Board with the proposed financial terms of the Company’s potential engagements with BofA Securities and Wells Fargo. The Board determined that, based on, among other things, BofA Securities’ and Wells Fargo’s familiarity with the Company and their knowledge, and experience in the Company’s industry and public company transactions, the Company should engage BofA Securities to act as lead financial advisor and Wells Fargo to act as an additional financial advisor in connection with evaluating the December 22 Proposal and other strategic alternatives. Company senior management provided an update to the Board on the status of management’s preparation of the Company’s financial forecast. It was also the consensus of the Board to further consider the December 22 Proposal and determine a response, as well as consider whether to contact other potential acquirers, following the review of the Company’s financial forecast and receipt of additional advice at a subsequent meeting.

On January 18, 2024, representatives of BofA Securities informed representatives of EQT Asia that BofA Securities had been engaged by the Company and that the Board would review the December 22 Proposal at a subsequent Board meeting and provide a response thereafter.

On January 22, 2024, Wells Fargo provided a customary relationships disclosure memorandum to the Company, which was subsequently provided to the Board.

The Company subsequently entered into an engagement letter with each of BofA Securities and Wells Fargo, each dated February 19, 2024.

On February 20, 2024, the Board held a regularly scheduled in-person meeting in Chesterfield, Missouri with Company senior management and representatives of BofA Securities, Wells Fargo and Kirkland in attendance. In addition to regularly scheduled business, with the input of representatives of Kirkland, BofA Securities and Wells Fargo, the Board discussed the December 22 Proposal. The proposed purchase price per share in the December 22 Proposal represented a premium of approximately 18.0% to the $70.33 closing price of the Company’s common stock on February 16, 2024, the last full trading day prior to the meeting. Members of senior management of the Company presented the Company’s financial forecast, which included two scenarios: (i) unaudited, non-public prospective financial projections for the Company on a stand-alone basis, without giving effect to the transactions contemplated by the Merger Agreement, for the fiscal years 2024 through 2028 (the “Base Case Projections”) and (ii) a variation of the Base Case Projections that assumes a substantial amount of hypothetical mergers and acquisitions activity with target acquisition consideration of approximately 7.7x next 12-months adjusted EBITDA (the “Acquisitions Projections” and together with the Base Case Projections, the “Projections”). The Board approved the Projections for use by BofA Securities and Wells Fargo in their financial analyses and to be provided to potential counterparties as part of their evaluation of a potential transaction with the Company, including to EQT Asia in connection with the December 22 Proposal. It was Company senior management’s view that the Company’s ability to execute on the amount of hypothetical mergers and acquisitions activity assumed in the Acquisitions Projections was highly uncertain, and Company senior management subsequently instructed BofA Securities and Wells Fargo to use the Base Case Projections in connection with its opinion to the Board and financial analyses performed in preparing such opinion. The Projections are

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described in more detail in this proxy statement in the section titled “The Merger – Certain Unaudited Prospective Financial Information.” Also at the meeting, representatives of BofA Securities discussed their preliminary financial analysis regarding the Company and the December 22 Proposal. The Board discussed various options regarding next steps with EQT Asia, as well as process considerations, including whether to contact other parties that could potentially be interested in a strategic transaction with the Company and the factors that should be taken into account by the Board in determining the appropriate process for securing the best price reasonably available for the Company, such as the price offered in the December 22 Proposal, BofA Securities’ advice and analysis and the Board’s knowledge regarding other potential counterparties, and their interest and ability to execute and the potential for increased distraction and leaks if additional parties were contacted. The Board determined to proceed with engaging with EQT Asia on the December 22 Proposal by providing the Projections and additional non-public financial and business information, as well as a meeting with management, and to request that EQT Asia submit an updated acquisition proposal, and to revisit the question of whether to contact other potential acquirors at the appropriate time.

On February 21, 2024, a representative of BofA Securities conveyed the Board’s feedback to a representative of EQT Asia.

On February 27, 2024, the Company released its earnings report for fiscal year 2023 and the fourth quarter thereof. The Company’s common stock closed at a trading price of $64.44 on February 27, 2024.

Also on February 27, 2024, the Company announced that Mr. Davis had resigned his employee position as Executive Chairman of the Company, effective as of March 1, 2024. Notwithstanding his resignation as an employee of the Company, Mr. Davis continued as the non-executive Chairman of the Board.

On March 2, 2024, the Company entered into a confidentiality agreement with an affiliate of EQT Asia (“EQT Partners Asia”). The confidentiality agreement contained a customary standstill provision that permitted EQT Partners Asia to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party. After entry into the confidentiality agreement, EQT Partners Asia and its representatives were provided access to select business diligence information, including the Projections, to facilitate an updated proposal.

On March 4, 2024, the Company and Bain & Company, a proposed advisor to EQT Asia (“Bain”), entered into a joinder to the Company’s confidentiality agreement with EQT Asia.

On March 4, 2024, representatives of EQT Asia and the Company held a management presentation by videoconference with representatives of BofA Securities, Wells Fargo and Bain in attendance.

On March 7, 2024, a representative of BofA Securities emailed a representative of EQT Asia to request EQT Asia to submit a revised proposal by March 19, 2024.

On March 8, 2024, representatives of EQT Asia and representatives of BofA Securities held a videoconference, at which other advisors of the Company and EQT Asia were present, to discuss certain high-priority due diligence requests that would need to be answered for EQT Asia to provide an updated proposal.

Throughout March and April 2024 and until the execution of the Merger Agreement on May 5, 2024, representatives of EQT Asia and its advisors engaged in due diligence of the Company, which included participation in numerous calls, video conferences and meetings with Company senior management and representatives of BofA Securities, and review of select business, financial and legal diligence information and documents.

On March 19, 2024, a representative of EQT Asia communicated to a representative of BofA Securities that it would be beneficial for it to engage with four limited partners invested in its affiliated funds regarding a potential co-investment. The representative of EQT Asia indicated EQT Asia could execute the transaction without additional equity co-investment from its limited partners, but working with co-investors may allow it to be more certain on value and execute a transaction on a faster timeline.

On March 20, 2024, as requested by the Company, EQT Asia submitted a letter setting forth an updated non-binding indication of interest affirming its offer to acquire the Company for a price of $83.00 per share in cash (the “March 20 Proposal”). The proposed purchase price per share in the March 20 Proposal represented a 37.7% premium to the $60.27 closing price of Company’s common stock on March 19, 2024, the last full trading day prior to submission of the proposal.

On March 25, 2024, the Board held a special virtual meeting with Company senior management and representatives of BofA Securities, Wells Fargo and Kirkland in attendance to discuss the March 20 Proposal. The proposed purchase price per share in the March 20 Proposal represented a premium of approximately 46.2% to the $56.76 closing price of the Company’s common stock on March 22, 2024, the last full trading day prior to the meeting. Representatives of Kirkland reviewed with the Board relevant considerations in evaluating strategic alternatives. Representatives of BofA Securities provided an update on the status of engagement with EQT Asia and discussed its preliminary financial analyses regarding the Company and the March 20 Proposal. With the input of representatives of BofA Securities and Wells Fargo, the Board reviewed the recent share price performance of the Company (including since receipt of the December 22 Proposal, and since the prior Board meeting on February 20), as well as in the Company’s industry and recent market

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conditions more generally. The Board discussed that the Company and the Company’s peers continued to face business challenges related to client budget delays and elongated sales cycles, which have resulted in reduced forward earnings guidance and declining share prices and multiples across the industry.

The Board determined to convey to EQT Asia that the Company was willing to continue to engage with EQT Asia based on the March 20 Proposal and willing to permit EQT Asia to engage with the four limited partners for which it had requested consent, but would expect EQT Asia to be open to considering incremental value if demonstrated as it completed due diligence, and directed representatives of BofA Securities to convey this message to EQT Asia. The Board further determined to conduct targeted outreach to other potential acquirors, taking into account both the benefits and risks of performing outreach to other potential buyers, including on one hand, the possibility that the presence of another potential acquirer could generate competitive tension and encourage EQT Asia to move on a more definitive timeline, and, on the other hand, that outreach to other potential acquirers could cause EQT Asia to cease or slow down its current engagement, including in circumstances where there was a leak regarding the Company’s outreach to other acquirors or consideration of a potential transaction, and that a broad sale process would increase the time required from management and potential for distraction, as well as take longer to execute. Following discussion, the Board directed representatives of BofA Securities to conduct outreach to three specific strategic parties and three specific financial sponsors based on the Board’s assessment (taking into account the advice of the Company’s financial advisors) of the likelihood of their capability and interest in pursuing an acquisition of the Company.

Also on March 25, 2024, at the Board’s direction, representatives of BofA Securities contacted a representative of each of the three specific strategic parties and three specific financial sponsors to discuss whether each would be interested in exploring a potential acquisition of the Company.

On March 26, 2024, a representative of BofA Securities conveyed the Board’s feedback to a representative of EQT Asia and requested that EQT Asia submit a final proposal by April 23, 2024.

On March 29, 2024, the Company entered into a confidentiality agreement with Strategic Party C. The confidentiality agreement contained a customary standstill provision that permitted Strategic Party C to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party.

On April 1, 2024, on behalf of the Company, representatives of BofA Securities distributed an initial draft of the merger agreement prepared by Kirkland (the “Draft Merger Agreement”) to representatives of EQT Asia. The Draft Merger Agreement contemplated, among other things, (i) a “go-shop” period during which the Company and its representatives could solicit alternative acquisition proposals, (ii) a Company termination fee equal to 2.5% of the Company’s fully diluted equity value and a go-shop termination fee equal to 1.25% of the Company’s fully diluted equity value, payable if, among other things, the Merger Agreement is terminated by the Company to accept and enter into an agreement with respect to a Superior Proposal, (iii) a reverse termination fee equal to 7.0% of the Company’s fully diluted equity value, payable if, among other things, the Merger Agreement is terminated as a result of Parent failing to close when all conditions have been satisfied and (iv) the full cash-out of all employee equity awards at closing (whether or not vested).

Also on April 1, 2024, the Company entered into a confidentiality agreement with Strategic Party D. The confidentiality agreement contained a customary standstill provision that permitted Strategic Party D to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party.

On April 4, 2024, a representative of Strategic Party E informed representatives of BofA Securities that Strategic Party E was not interested in pursuing a strategic transaction with the Company citing the lack of available capital to dedicate to a transaction of this nature and accordingly, Strategic Party E did not execute a confidentiality agreement, and neither the Company nor any of its representatives provided non-public information to Strategic Party E at such time.

Also on April 4, 2024, the Company entered into a confidentiality agreement with Financial Sponsor Party A and on April 17, 2024 Financial Sponsor Party A was given access to a virtual data room. The confidentiality agreement contained a customary standstill provision that permitted Financial Sponsor Party A to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party.

Also on April 4, 2024, EQT Partners Asia and the Company entered into an amendment to the confidentiality agreement to facilitate certain indirect market diligence by EQT Partners Asia and its advisors. The terms of the initial confidentiality agreement between EQT Partners Asia and the Company otherwise remained unchanged.

On April 7, 2024, the Company entered into a confidentiality agreement with Financial Sponsor Party B and on April 17, 2024 Financial Sponsor Party B was given access to a virtual data room. The confidentiality agreement contained a customary standstill provision that permitted Financial Sponsor Party B to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party.

On April 8, 2024, representatives of Strategic Party C informed representatives of BofA Securities that Strategic Party C was not interested in pursuing a strategic transaction with the Company due to its preference to not participate in a competitive process.

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Between April 8 and April 19, 2024, the Company’s management and representatives of BofA Securities held meetings with representatives of Strategic Party D, Financial Sponsor Party A, Financial Sponsor Party B and Financial Sponsor Party C to discuss their respective interest in exploring a potential acquisition of the Company.

On April 9, 2024, the Company entered into a confidentiality agreement with Financial Sponsor Party C and on April 17, 2024 Financial Sponsor Party C was given access to a virtual data room. The confidentiality agreement contained a customary standstill provision that permitted Financial Sponsor Party C to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party.

On April 11, 2024, a representative of Strategic Party D informed representatives of BofA Securities that Strategic Party D was not interested in pursuing a strategic transaction with the Company as it intended to focus on other priorities.

Between April 12 and April 17, 2024, representatives of BofA Securities delivered a process letter to Financial Sponsor Party A, Financial Sponsor Party B and Financial Sponsor Party C requesting that such parties submit a proposal with respect to a potential acquisition of the Company on or before April 25, 2024, including a proposed purchase price for all of the outstanding equity of the Company and relevant assumptions and terms.

On April 12, 2024, representatives of Simpson Thacher & Bartlett LLP, counsel to EQT Asia (“Simpson”) sent a revised Draft Merger Agreement to representatives of Kirkland, which draft, among other things, (i) deleted the “go-shop” provision, (ii) included a Company termination fee equal to 3.75% of the Company’s fully diluted equity value, (iii) included a reverse termination fee equal to 5.0% of the Company’s fully diluted equity value and (iv) the conversion of all unvested employee equity awards into cash awards at the transaction price, which would remain subject to existing service-based vesting conditions.

On April 19, 2024, representatives of Kirkland sent a revised Draft Merger Agreement to representatives of Simpson. The revised draft, among other things, (i) reinserted the go-shop provision, (ii) provided for a Company termination fee equal to 3.0% of the Company’s fully diluted equity value and a go-shop termination fee equal to 1.25% of the Company’s fully diluted equity value and (iii) a reverse termination fee equal to 6.5% of the Company’s fully diluted equity value.

Also on April 19, 2024, representatives of Financial Sponsor Party C informed representatives of BofA Securities that Financial Sponsor Party C would not pursue a transaction with the Company stating it was not the right time for them to consider a transaction involving the Company.

Between April 23, 2024 and April 26, 2024, representatives of BofA Securities received inbound phone calls inquiring about a potential transaction involving the Company from Strategic Party B and four financial sponsors (the “April Inbound Inquiries”). In response to each inquiry, representatives of BofA Securities encouraged each party to share any views on value if interested in exploring a potential transaction, but no such party did so.

On April 23, 2024, in response to the Company’s request, Merger Sub submitted a letter setting forth a “final” proposal to acquire the Company for a price of $73.50 per share in cash (the “April 23 Proposal”), along with draft equity and debt commitment letters and limited guarantee, and a revised Draft Merger Agreement. The proposed purchase price per share in the April 23 Proposal represented a 62.9% premium to the $45.12 closing price of Company’s common stock on April 22, 2024, the last full trading day prior to submission of the proposal. The April 23 Proposal noted the proposed price per share was informed by the substantial due diligence work EQT Asia had undertaken, including with respect to the execution risks the Company faces for its near-term growth and margin evolution, driven in part by uncertainty in discretionary IT spending and the project-nature of the services delivered. Further, the April 23 Proposal indicated that an affiliate of GIC would provide an equity investment in connection with the proposed transaction. The April 23 Proposal requested a response from the Company by April 26, 2024, after which it would expire.

The revised Draft Merger Agreement included with the April 23 Proposal, among other things, continued to delete the “go shop” provision and provided for a Company termination fee amount and reverse termination fee amount equal to 3.5% and 6.0% of the Company’s fully diluted equity value, respectively.

On April 25, 2024, a representative of BofA Securities contacted a representative of EQT Asia to request that, notwithstanding the expiration date stated in the April 23 Proposal, EQT Asia keep the April 23 Proposal open until after the Company’s board meeting scheduled for April 30, 2024, so that the Company could evaluate proposals that it expected to receive from other potential acquirors prior to the April 30, 2024 meeting, to which EQT Asia agreed.

On April 25, 2024, a representative of Financial Sponsor Party B submitted a letter setting forth a non-binding indication of interest to acquire the Company to a representative of BofA Securities, for a price per share ranging from $64.00—$68.00 (the “Financial Sponsor Party B Proposal”). The proposed purchase price per share at the top of the range in the Financial Sponsor Party B Proposal represented a premium of approximately 50.8% to the $45.09 closing price of the Company’s common stock on April 24, 2024, the last full trading day prior to submission of the proposal. Financial Sponsor Party B noted that the Financial Sponsor Party B Proposal remained subject to due diligence, negotiating definitive transaction agreements, obtaining financing commitments and obtaining required investment committee approvals, which Financial Sponsor Party B indicated would require four to five weeks to complete.

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On April 26, 2024, the Board held a special virtual meeting with Company senior management and representatives of BofA Securities, Wells Fargo and Kirkland in attendance. With the input of representatives of Kirkland, BofA Securities and Wells Fargo, the Board discussed the April 23 Proposal, including its actionability and attractiveness relative to other alternatives available (including the Financial Sponsor Party B Proposal and the Company’s standalone plan). The proposed purchase price per share in the April 23 Proposal represented a premium of approximately 72.1% to the $42.70 closing price of the Company’s common stock on April 25, 2024, the last full trading day prior to the meeting. Representatives of BofA Securities provided an update on the status of engagement with EQT Asia and discussed its preliminary financial analyses regarding the Company and the April 23 Proposal. Representatives of BofA Securities further provided an update on the Company’s engagement with Financial Sponsor Party B regarding the Financial Sponsor Party B Proposal and Financial Sponsor Party A, noting that it expected to receive a proposal from Financial Sponsor Party A prior to the Board’s next scheduled meeting on April 30, 2024. Representatives of BofA Securities further updated the Board on the status of feedback from Financial Sponsor Party C, Strategic Party C, Strategic Party D and Strategic Party E and the April Inbound Inquiries, but based on BofA Securities’ conversations with each of the parties to the April Inbound Inquiries, it did not appear that any such party was in a position to propose a value such that they would be competitive with the price offered in the April 23 Proposal. Representatives of Kirkland provided an update on the status of negotiation of the Draft Merger Agreement. The Board determined to wait until its next meeting scheduled for April 30, 2024 to determine a response to the April 23 Proposal, taking into account the Financial Sponsor Party A Proposal (if received) and the Financial Sponsor Party B Proposal. The Board directed Kirkland to continue to engage with Simpson on non-business points in the Draft Merger Agreement and other transaction documents, to facilitate entering into a transaction on an expedited timeline if the Board decided to do so.

Also on April 26, 2024, representatives of Kirkland sent a revised Draft Merger Agreement to representatives of Simpson. The revised Draft Merger Agreement included various changes, and noted that the inclusion of a go-shop period, the amounts of the Company termination fee and reverse termination fee and the treatment of equity awards and certain other compensation-related items were not addressed in the revised draft, pending discussions amongst the business principals.

On April 28, 2024, representatives of Kirkland sent revised drafts of the form of equity commitment letter and limited guarantee to representatives of Simpson. Between April 28 and May 5, 2024, representatives of Kirkland and representatives of Simpson had communicated to resolve outstanding issues under the equity commitment letter and limited guarantee and exchanged multiple drafts.

On April 29, 2024, representatives of Kirkland and representatives of Simpson held a call by videoconference to discuss certain outstanding issues in the Draft Merger Agreement, other than the “go-shop,” the amounts of the Company termination fee and reverse termination fee and the treatment of equity awards and certain other compensation-related items provisions related to the treatment of equity awards.

On the morning of April 30, 2024, the Bloomberg News article reported that the Company was working with advisors to explore strategic options. The Company’s common stock closed at a trading price of $47.26 on April 30, 2024.

On April 30, 2024, representatives of Wells Fargo received an inbound inquiry about rumors of a potential transaction involving the Company from a strategic party (the “Additional April Inbound Inquiry”). The inquiry was not directed at pursuing a potential transaction with the Company specifically, but was rather for such potential counterparty to discuss more generally with Wells Fargo its potential interest in pursuing a transaction with targets in the sector, and such potential counterparty did not share any views on value for the Company.

On April 30, 2024, a representative of BofA Securities called a representative of Financial Sponsor Party B Proposal to discuss whether Financial Sponsor Party B would be open to considering offering incremental value in a potential acquisition of the Company. In the course of such discussion, a representative of Financial Sponsor Party B communicated to BofA Securities that if Financial Sponsor Party B could fully underwrite the Projections and verify all incremental value levers to be identified by the Company’s management and BofA Securities, then it might be able to stretch value up to $72 per share.

On April 30, 2024, representatives of Financial Sponsor Party A submitted a letter to a representative of BofA Securities setting forth a non-binding indication of interest to acquire the Company for a price per share of $62.20 (the “Financial Sponsor Party A Proposal”). The proposed purchase price per share in the Financial Sponsor Party A Proposal represented a premium of approximately 43.1% to the $43.46 closing price of the Company’s common stock on April 29, 2024, the last full trading day prior to submission of the proposal.

Financial Sponsor Party A noted that the Financial Sponsor Party A Proposal remained subject to due diligence, negotiation of definitive transaction agreements, obtaining financing commitments and obtaining required investment committee approvals.

Later on April 30, 2024, the Board held a regularly scheduled virtual meeting with Company senior management and representatives of BofA Securities, Wells Fargo and Kirkland in attendance. In addition to regularly scheduled business, with the input of representatives of Kirkland, BofA Securities and Wells Fargo, the Board discussed the April 23 Proposal, including its actionability and attractiveness relative to other alternatives available (including the Financial Sponsor Party B Proposal, the Financial Sponsor Party A Proposal and the Company’s standalone plan). The proposed purchase price per share in the April 23 Proposal represented a premium of approximately 69.1% to the $43.46 closing price of the Company’s common stock on April 29, 2024, the last full trading day prior to the

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meeting. Representatives of BofA Securities also updated the Board on the feedback it received from Financial Sponsor Party B. Representatives of Kirkland provided an update on the status of negotiation of the Draft Merger Agreement and described the key open items in the Draft Merger Agreement, noting that the inclusion of the go-shop provision, in addition to the sizes of the termination fee and reverse termination fee and the treatment of the Company’s equity awards, had remained an open item in the Draft Merger Agreement since the original draft. Representatives of Wells Fargo informed the Board of the Additional April Inbound Inquiry. Following discussion, the Board determined that, while the substantial premium of the April 23 Proposal to the current stock price of the Company remained very attractive and offered a price that compared favorably against analysts’ price targets, various other valuation metrics and the Company’s standalone plan and other alternatives, it would authorize BofA Securities to respond to EQT Asia that the Company would be willing to enter into a transaction at an increased price of $76 per share, subject to inclusion of a go-shop (the “Company Counterproposal”). The Board further authorized Messrs. Davis and Hogan to evaluate EQT Asia’s response to the Company Counterproposal and take any appropriate steps together with the Company’s advisors ahead of the next Board meeting scheduled for May 3, 2024 in order to facilitate entering into a transaction prior to the Company’s scheduled earnings announcement on May 6, 2024.

Following the Board meeting on April 30, 2024, at the Board’s direction, a representative of BofA Securities conveyed the Company Counterproposal to a representative of EQT Asia, also noting that another potential buyer (Financial Sponsor Party B) indicated a valuation close to the price reflected in the April 23 Proposal.

Later in the day on April 30, 2024, a representative of EQT Asia contacted a representative of BofA Securities to propose two options to the Company: a transaction at $76.00 per share without a go-shop (the “$76 Acquisition Proposal”) or, given EQT Asia was aware that the Company had contacted other potential acquirors, a transaction at $75.00 per share with a go-shop (excluding Financial Sponsor Party B). Following consultation with Kirkland, the representative of BofA Securities communicated that if the Company were to accept the $76 Acquisition Proposal without a go-shop, it would be conditioned on EQT Asia accepting the Company’s previously proposed Company termination fee amount of 3.0% of the Company’s fully diluted equity value in exchange for the Company accepting EQT Asia’s previously proposed reverse termination fee amount of 6.0% of the Company’s fully diluted equity value. The proposed purchase price per share in the $76 Acquisition Proposal represented a 74.9% premium to the $43.46 closing price of Company’s common stock on April 29, 2024, the last full trading day prior to receipt of the proposal. The representative of BofA Securities relayed his communications with EQT Asia to Messrs. Davis and Hogan.

In the evening of April 30, 2024 and morning of May 1, 2024, Messrs. Davis and Hogan had various telephone conversations with representatives of BofA Securities and Kirkland to review EQT Asia’s two proposed options. In the course of those conversations, Messrs. Davis and Hogan discussed whether it would be preferable to accept the $76 Acquisition Proposal without a go-shop but with an additional $1 per share of certain value than EQT Asia’s second option to enter into a transaction at $75.00 per share with a modified go-shop, taking into account the uncertainty of whether another party would pay more than $76.00 per share during the go-shop period. Following those conversations, Messrs. Davis and Hogan instructed the representatives of BofA Securities and Kirkland to continue to work with representatives of EQT Asia and Simpson, in order to, subject to further discussion by the Board on May 3, 2024, finalize a transaction based on the $76 Acquisition Proposal without a go-shop, with a Company termination fee amount and reverse termination fee amount equal to 3.0% and 6.0% of the Company’s fully diluted equity value, respectively, prior to the Company’s scheduled earnings announcement on May 6, 2024.

On May 1, 2024, representatives of BofA Securities and a representative of EQT Asia discussed that the Company had its next Board meeting scheduled for May 3, 2024, and that the parties and their advisors should, subject to further review and consideration by the Board on May 3, 2024, work toward finalizing a transaction based on the $76 Acquisition Proposal without a go-shop, with a Company termination fee amount and reverse termination fee amount equal to 3.0% and 6.0% of the Company’s fully diluted equity value, respectively, prior to the Company’s scheduled earnings announcement on May 6, 2024.

On May 3, 2024, Mr. Hogan met telephonically with a representative of EQT Asia to discuss the status of transaction negotiations, including the treatment of equity awards, as well as operational and integration matters relevant if the proposed transaction were consummated.

From May 1, 2024 until the beginning of the meeting of the Board on May 5, 2024, representatives of Kirkland and representatives of Simpson communicated to resolve outstanding issues under the Draft Merger Agreement and exchanged multiple drafts.

Between April 30, 2024 and the Board meeting on May 3, 2024, representatives of BofA Securities received inbound phone calls inquiring about a potential transaction involving the Company from three strategic parties and one financial sponsor (the “May Inbound Inquiries”). In response to each inquiry, representatives of BofA Securities encouraged each party to share any views on value, but no such party did so.

On May 2, 2024, Wells Fargo provided updates to its customary relationships disclosure memorandum to the Company, which were subsequently provided to the Board.

On May 3, 2024, the Board held a special virtual meeting with Company senior management and representatives of BofA Securities, Wells Fargo and Kirkland in attendance. With the input of representatives of Kirkland, BofA Securities and Wells Fargo, the Board

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discussed the $76 Acquisition Proposal and EQT Asia’s second option to enter into a transaction at $75 per share with a modified go-shop, including their actionability and attractiveness relative to other potential alternatives (including the Financial Sponsor Party B Proposal, the Financial Sponsor Party A Proposal and the Company’s standalone plan). Representatives of BofA Securities further updated the Board on the May Inbound Inquiries, noting that based on BofA Securities’ conversations with each of the parties to the May Inbound Inquiries, given the nature of conversations and lack of indications that an acquisition of the Company would be a priority or that a proposal would be forthcoming, no such party appeared to be in a position to submit a proposal that could be competitive with the price offered in the $76 Acquisition Proposal. With the input of representatives of Kirkland, BofA Securities and Wells Fargo, the Board discussed the two options proposed by EQT Asia, taking into account the uncertainty of whether another party would pay more than $76.00 per share during a go-shop period and that the Draft Merger Agreement contained customary flexibility to explore unsolicited superior proposals following signing. The proposed purchase price per share in the $76 Acquisition Proposal represented a premium of approximately 74.9% compared to the closing price of the Company common stock of $43.46 per share on April 29, 2024, the last full trading day prior to the publication of the Bloomberg News article. Representatives of Kirkland proceeded to review various considerations relevant to the Board’s discussion of the $76 Acquisition Proposal, including the extensive negotiations with EQT Asia, inbound and outbound communications and feedback from and to other potential acquirors and the financial analyses performed by BofA Securities and Wells Fargo, as well as the certainty of the extra value provided by the $76 Acquisition Proposal. Representatives of BofA Securities and Wells Fargo each reviewed their financial analyses regarding the Company and the potential transaction with EQT Asia. Representatives of Kirkland reviewed with the Board the directors’ fiduciary duties as previously discussed, relevant considerations to deciding between various options and reviewed the provisions of the Draft Merger Agreement, which had been provided to the Board prior to the meeting, including the conditions to closing, each party’s termination rights, the ability of the Board to respond to unsolicited acquisition proposals, a Company termination fee amount equal to 3.0% of the Company’s fully diluted equity value and a reverse termination fee equal to 6.0% of the Company’s fully diluted equity value, the provisions of the Draft Merger Agreement relating to the treatment of equity awards, as well as the proposed terms of the equity commitment letters and limited guarantees. Following discussion, the Board determined to seek to finalize a transaction based on the $76 Acquisition Proposal prior to the Company’s scheduled earnings announcement on May 6, 2024.

Also on May 3, 2024, a representative of BofA Securities received a phone call from a representative of a financial sponsor with whom the Company’s advisors had not initiated contact (“Financial Sponsor Party D”). The representative of Financial Sponsor Party D inquired about a potential transaction with the Company and the representative of BofA Securities encouraged Financial Sponsor Party D to share any views on value, but such potential counterparty did not do so.

Also on May 3, 2024, a representative of an investment bank contacted the Company’s management and, upon the suggestion of management, contacted a representative of BofA Securities to indicate that Strategic Party C could be interested in a transaction with the Company, but did not provide any specificity or reference the fact that Strategic Party C had executed a confidentiality agreement and representatives of Strategic Party C thereafter indicated that Strategic Party C was not interested in exploring a transaction.

On May 4, 2024, BofA Securities provided updates to its customary relationships disclosure memorandum to the Company, which were subsequently provided to the Board.

On May 5, 2024, the Board held a special virtual meeting with Company senior management and representatives of BofA Securities, Wells Fargo and Kirkland in attendance. Prior to the meeting, the Board was furnished with the final versions of the Merger Agreement and the resolutions of the Board. Representatives of Kirkland summarized for the Board its fiduciary duties that were previously discussed and further discussed updates to the Merger Agreement since the meeting dated May 3, 2024, including the finalization of the treatment of equity awards, noting that unvested awards, depending on their vesting dates, would be cashed out at closing, at the six-month anniversary of the closing or at the twelve-month anniversary of the closing (or, if earlier, on a qualifying termination of employment). The treatment of equity awards is described in more detail in this proxy statement in the sections titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger” and “The Merger Agreement — Treatment of Company Awards and the Company ESPP in the Merger”. Representatives of BofA Securities updated the Board on the inbound communications received from Financial Sponsor Party D and from the investment bank regarding Strategic Party C, noting that, based on BofA Securities’ conversations, Financial Sponsor Party D did not have the necessary equity to consummate a transaction and that Strategic Party C had previously signed a confidentiality agreement with the Company and had indicated they were not interested in pursuing a transaction as they preferred not to participate in a competitive process.

Representatives of BofA Securities then reviewed with the Board its financial analysis of the Merger Consideration and delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated May 5, 2024, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of Company’s common stock (other than holders of Excluded Shares), was fair, from a financial point of view, to such holders. Representatives of Wells Fargo then reviewed with the Board its financial analysis of the Merger Consideration and delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated May 5, 2024, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of Company’s common stock (other than Excluded Shares), was fair, from a financial point of view, to such holders. The opinions of each of BofA Securities and Wells Fargo delivered in connection with the Merger are each described in more detail in this proxy statement in the sections titled “The Merger — Opinion of BofA Securities” and “The Merger — Opinion of Wells Fargo”.

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After considering the proposed terms of the Merger Agreement and taking into consideration a variety of factors, including those described in the section titled “The Merger — Reasons for the Merger; Recommendation of the Perficient Board,” the Board unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; (iii) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof.

Shortly following the meeting of the Board on May 5, 2024, each of the Company, Parent and Merger Sub executed and delivered the Merger Agreement. Concurrently, EQT Asia and GIC Investor delivered their respective equity commitment letters and limited guarantees and provided an executed copy of the debt commitment letter executed by affiliates of J.P. Morgan Securities, LLC and TD Securities, LLC.

In the early evening U.S. eastern time on May 5, 2024, the Company and EQT Asia issued a joint press release announcing the entry into the Merger Agreement.

Prior to the opening of U.S. equity markets on May 6, 2024, the Company filed a Current Report on Form 8-K disclosing the entry into the Merger Agreement and the other transactions contemplated thereby.

Reasons for the Merger; Recommendation of the Perficient Board

The Board has reviewed and considered the Merger after consultation with certain members of the Company’s senior management and representatives of each of the Company’s financial and legal advisors. After considering its fiduciary duties under applicable law, the Board has unanimously (a) determined that it was in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, and the other Transaction Documents; (b) approved the execution and delivery of the Merger Agreement and the other Transaction Documents by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (c) recommended that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof. Accordingly, the Board recommends that stockholders vote “FOR” the Merger Proposal.

The Board considered each of the following factors and reasons, among others, when reaching its recommendation that the Company’s stockholders adopt the Merger Agreement (which factors and reasons are not necessarily presented in order of relative importance):

Reasons in favor of the proposed Transactions:

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Considerations against and risks associated with the proposed Transactions:

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The Board believed that, overall, the potential benefits of the Merger to the Company’s stockholders outweigh the risks, and that the Merger Agreement was reasonably likely to represent the most attractive alternative for stockholders of the Company. In analyzing the Merger, the Board and management were assisted and advised by legal counsel and financial advisors.

The foregoing discussion of information and reasons considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In light of the variety of reasons considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different reasons.

In considering the recommendations of the Board, Company stockholders should be aware that certain of our directors and executive officers have interests with respect to the contemplated transactions that may be in addition to, or that may be different from, the interests of the Company’s stockholders generally, as described in the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.” The members of the Board were aware of these interests and considered them, among others, in reaching their determinations that it is in the best interests of the Company and its stockholders to enter into the Merger Agreement providing for the Merger and to recommend that the Company’s stockholders adopt the Merger Agreement.

Opinion of BofA Securities

Perficient has retained BofA Securities to act as Perficient’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Perficient selected BofA Securities to act as Perficient’s financial advisor in connection with the Merger on the basis of, among other things, BofA Securities’ familiarity with the Company and its knowledge and experience in the Company’s industry and public company transactions.

On May 5, 2024, at a meeting of the Perficient Board held to evaluate the Merger, BofA Securities delivered to the Perficient Board an oral opinion, which was confirmed by delivery of a written opinion dated May 5, 2024, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of Perficient common stock (other than holders of Excluded Shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Perficient Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Perficient Board for the benefit and use of the Perficient Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspects or implications of the Merger, including, without limitation, the form or structure of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise, and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Perficient or in which Perficient might engage or as to the underlying business decision of Perficient to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any other matter. In connection with rendering its opinion, BofA Securities:

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In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and relied upon the assurances of the management of Perficient that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Projections, BofA Securities was advised by Perficient, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Perficient as to the future financial performance of Perficient. BofA Securities relied, at the direction of Perficient, upon the assessments of the management of Perficient as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting Perficient and its business. BofA Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Perficient, nor did it make any physical inspection of the properties or assets of Perficient. BofA Securities did not evaluate the solvency or fair value of Perficient or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Perficient, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Perficient or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of Perficient, that the final executed version of the Merger Agreement would not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Perficient common stock (other than holders of Excluded Shares) and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Perficient or in which Perficient might engage or as to the underlying business decision of Perficient to proceed with or effect the Merger. BofA Securities did not express any view or opinion with respect to, and BofA Securities relied at the direction of Perficient, upon the assessments of representatives of Perficient regarding legal, regulatory, accounting, tax and similar matters relating to Perficient, Parent and the Merger (including the contemplated benefits of the Merger), as to which BofA Securities understands that Perficient obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter. Except as described above, Perficient imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The following represents a brief summary of the material financial analyses presented by BofA Securities to the Perficient Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, 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 performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

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Perficient Financial Analyses.

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for Perficient and the following 12 publicly traded companies in technology, information technology and digital services industries:

BofA Securities reviewed, among other things, per share equity values, based on closing stock prices on May 3, 2024, of the selected publicly traded companies, as a multiple of calendar years 2024 and 2025 estimated adjusted earnings per share, not burdened by stock-based compensation expenses, amortization of intangibles, special charges and one-time items, as applicable (“Adjusted EPS”). BofA Securities also reviewed enterprise values (“EV”) of the selected publicly traded companies, calculated as their equity values based on closing stock prices on May 3, 2024 and the number of fully diluted shares outstanding using the treasury stock method, plus debt, preferred stock and noncontrolling interests, and less cash, short-term investments and equity method investments, as a multiple of calendar years 2024 and 2025 estimated adjusted earnings before interest, taxes, depreciations and amortization, not burdened by stock-based compensation expenses, special charges and one-time items, but burdened by right-of-use asset depreciation, as applicable (“Adjusted EBITDA”).

BofA Securities then applied calendar year 2024 and 2025 Adjusted EPS multiples of 13.0x to 17.0x and 12.5x to 15.5x, respectively, to Perficient’s calendar years 2024 and 2025 estimated Adjusted EPS. In applying the calendar year 2024 and 2025 multiples, BofA Securities took into consideration, among other things, the observed data for the selected publicly traded companies and the differences in the financial profiles of Perficient and the selected publicly traded companies, including that Perficient had an enterprise value / estimated next twelve months (“NTM”) Adjusted EPS multiple that was for the period ended May 3, 2024 (i) 8.3x, 8.6x, 15.2x, 19.1x and 13.9x lower than the one year, two year, three year, five year and 10 year average multiples, respectively, for the digital engineering selected publicly traded companies and (ii) 3.8x, 2.6x, 0.2x, 0.3x and 1.0x lower than the one year, two year, three year, five year and 10 year average multiples, respectively, for the diversified IT services selected publicly traded companies.

BofA Securities then applied calendar year 2024 and 2025 Adjusted EBITDA multiples of 10.0x to 12.5x and 8.0x to 10.5x, respectively, to Perficient’s calendar years 2024 and 2025 estimated Adjusted EBITDA. In applying the calendar year 2024 and 2025 multiples, BofA Securities took into consideration, among other things, the observed data for the selected publicly traded companies and the differences in the financial profiles of Perficient and the selected publicly traded companies, including that Perficient had an enterprise value / estimated NTM Adjusted EBITDA multiple that was for the period ended May 3, 2024 (i) 1.9x, 2.4x, 5.7x, 7.5x and 7.4x lower than the one year, two year, three year, five year and 10 year average multiples, respectively, for the digital engineering selected publicly traded companies, (ii) 0.5x and 0.1x lower than the one year and 10 year average multiples, respectively, for the diversified IT services selected publicly traded companies and (iii) 0.3x, 1.7x and 1.3x higher than the two year, three year and five year average multiples, respectively, for the diversified IT services selected publicly traded companies. Estimated financial data of the selected publicly traded companies and of Perficient were based on publicly available research analysts’ estimates. This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Perficient, as compared to the Merger Consideration:

No company used in this analysis is identical or directly comparable to Perficient. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Perficient was compared.

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Selected Precedent Transactions Analysis. BofA Securities reviewed, to the extent publicly available, financial information relating to the following nine selected transactions involving companies in technology, information technology and digital services industries:

BofA Securities reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction as a multiple of the target company’s (i) preceding twelve months estimated Adjusted EBITDA, which is referred to as “LTM Adjusted EBITDA”, (except with respect to the BC Partners LLP / Valtech SE and Wipro Limited / Capco transactions, for which such data were not available) and (ii) next twelve months estimated Adjusted EBITDA, which is referred to as “NTM Adjusted EBITDA”, (except with respect to The Carlyle Group Inc. / Hexaware Technologies Limited, BC Partners LLP / Valtech SE and Wipro Limited / Capco transactions, for which such data were not available). The mean and median enterprise value / LTM Adjusted EBITDA multiples for the selected transactions were 13.7x and 13.9x, respectively, and the mean and median enterprise value / NTM Adjusted EBITDA multiples for the selected transactions were 12.8x and 13.4x, respectively.

BofA Securities then applied LTM Adjusted EBITDA multiples of 13.0x to 16.5x derived from the selected transactions, to Perficient’s LTM Adjusted EBITDA for the twelve months ended March 31, 2024, and applied NTM Adjusted EBITDA multiples of 12.0x to 15.0x, derived from the selected transactions to Perficient’s estimated Adjusted EBITDA for 2024. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of Perficient were based on the Base Case Projections. This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Perficient, as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to Perficient or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Perficient and the Merger were compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of Perficient to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Perficient was forecasted to generate during Perficient’s second, third and fourth quarters of fiscal year 2024 and fiscal years 2023 through 2028 based on the Base Case Projections. BofA Securities calculated terminal values for Perficient by applying a range of perpetuity growth rates of 3.50% to 4.50%, based on BofA Securities’ professional judgment and experience, to Perficient’s estimated standalone normalized unlevered, after-tax free cash flows for fiscal year 2028. The cash flows and terminal values were then discounted to present value as of March 31, 2024, assuming a mid-year convention for cash flows, using discount rates ranging from 10.50% to 12.50%, which were based on an estimate of Perficient’s weighted average cost of capital, as estimated by BofA Securities based on its professional judgment and experience. This analysis indicated the following approximate implied per share equity value reference ranges, rounded to the nearest $0.25, for Perficient as compared to the Merger Consideration:

Other Factors.

In rendering its opinion, BofA Securities also reviewed and considered other factors, including:

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Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Perficient Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Perficient and Parent. The estimates of the future performance of Perficient in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Merger Consideration and were provided to the Perficient Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Perficient.

The type and amount of consideration payable in the Merger was determined through negotiations between the Perficient Board and Parent, rather than by any financial advisor, and was approved by the Perficient Board. The decision to enter into the Merger Agreement was solely that of the Perficient Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Perficient Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Perficient Board or management with respect to the Merger or the Merger Consideration.

Perficient has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee currently estimated to be approximately $25,000,000, $2,000,000 of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the Merger. Perficient also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Perficient and certain of its affiliates, EQT and certain affiliates and portfolio companies of EQT, and GIC, the Republic of Singapore (“Singapore”), and certain of their respective affiliates and portfolio companies. As of May 5, 2024, BofA Securities and its affiliates held on a non-fiduciary basis (i) approximately $3.5 million of the outstanding common stock of Perficient, representing less than 1% of the outstanding common stock of Perficient as of such date, (ii) approximately $45 million of the outstanding common stock of EQT, representing less than 1% of the outstanding common stock of EQT as of such date and (iii) none of the common equity of GIC.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Perficient and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a bookrunner, arranger and/or syndication agent for, and/or as a lender under, certain term loans, letters of credit, credit facilities and other credit arrangements of Perficient and/or certain of its affiliates, (ii) having provided or providing certain derivatives, foreign exchange and other trading services to Perficient and/or certain of its affiliates, and (iii) having provided or providing certain treasury management products and services to Perficient and/or certain of its affiliates. From May 1, 2022, through April 30, 2024, BofA Securities and its affiliates derived aggregate revenues

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from Perficient and certain of its affiliates of approximately $2 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to EQT and certain of its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to EQT and certain of its affiliates and portfolio companies in connection with certain mergers and acquisition transactions, (ii) having acted or acting as a book-running manager, bookrunner, manager, global coordinator and/or underwriter for various debt and equity offerings of EQT and certain of its affiliates and portfolio companies, (iii) having acted or acting as a bookrunner and/or arranger for, and/or as a lender under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of EQT and/or certain of its affiliates and portfolio companies (including acquisition financing), (iv) having provided or providing certain commodity, derivatives, foreign exchange and other trading services to EQT and/or certain of its affiliates and portfolio companies, and (v) having provided or providing certain treasury management products and services to EQT and/or certain of its affiliates and portfolio companies. In addition, BofA Securities and/or certain of its affiliates have maintained, currently are maintaining, and/or in the future may maintain, commercial (including vendor and/or customer) relationships with certain affiliates and portfolio companies of EQT. From May 1, 2022, through April 30, 2024, BofA Securities and its affiliates derived aggregate revenues from EQT and certain of its affiliates and portfolio companies of approximately $100 million for investment and corporate banking services, and as of the date of this proxy statement, BofA Securities estimates that the aggregate revenues BofA Securities and its affiliates will derive from EQT and certain of its affiliates and portfolio companies for concurrent or future investment and corporate banking services during the two years following the date of its opinion will be not less than such amount. The information disclosed in this paragraph regarding relationships of BofA Securities and fees recognized by it is based upon information provided to Perficient by BofA Securities.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to GIC, Singapore and certain of their respective affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor and having provided or providing other advisory services to GIC, Singapore and/or certain of their respective affiliates and portfolio companies in connection with certain mergers and acquisition transactions and other matters, (ii) having acted or acting as a book-running manager, bookrunner, manager, placement agent and/or underwriter for various debt and equity offerings of GIC, Singapore and/or certain of their respective affiliates and portfolio companies, (iii) having acted or acting as a book-running manager, bookrunner and/or manager for certain block trades by GIC, (iv) having acted or acting as a dealer for a commercial paper program of certain of the respective affiliates of GIC and Singapore, (v) having acted or acting as an arranger for, and/or as a lender under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of GIC, Singapore and/or certain of their respective affiliates and portfolio companies (including acquisition financing), (vi) having provided or providing certain commodity, derivatives, foreign exchange and other trading services to GIC, Singapore and/or certain of their respective affiliates and portfolio companies, and (vii) having provided or providing certain treasury management products and services to GIC, Singapore and/or certain of their respective affiliates and portfolio companies. From May 1, 2022, through April 30, 2024, BofA Securities and its affiliates derived aggregate revenues from GIC, Singapore and certain of their respective affiliates and portfolio companies of approximately $275 million for investment and corporate banking services, and as of the date of this proxy statement, BofA Securities estimates that the aggregate revenues BofA Securities and its affiliates will derive from GIC, Singapore and certain of their affiliates and portfolio companies for concurrent or future investment and corporate banking services during the two years following the date of its opinion will be not less than such amount. The information disclosed in this paragraph regarding relationships of BofA Securities and fees recognized by it is based upon information provided to Perficient by BofA Securities.

Opinion of Wells Fargo

Pursuant to an engagement letter dated February 19, 2024, Perficient retained Wells Fargo as the financial advisor to the Perficient Board in connection with a review of the potential transaction with Parent.

On May 5, 2024, representatives of Wells Fargo reviewed with the Board its financial analysis of the Merger Consideration and delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated May 5, 2024, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of Company’s common stock (other than Excluded Shares), was fair, from a financial point of view, to such holders.

Wells Fargo’s opinion was for the information and use of the Perficient Board (in its capacity as such) in connection with its evaluation of the proposed Merger. Wells Fargo’s opinion only addressed the fairness, from a financial point of view, to the holders of Perficient common stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders and did not address any other aspect or implication of the Merger. The summary of Wells Fargo’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement and sets forth the procedures followed, assumptions made, matters considered and limitations and qualifications on the review undertaken by Wells Fargo in connection with the preparation of its opinion. However, neither Wells Fargo’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation to any stockholder of Perficient as to how such stockholder should vote or act on any matter relating to the Merger.

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In arriving at its opinion, Wells Fargo, among other things:

In giving its opinion, Wells Fargo assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo by Perficient or otherwise reviewed by Wells Fargo. Wells Fargo did not independently verify any such information, and pursuant to the terms of Wells Fargo’s engagement by Perficient, Wells Fargo did not assume any obligation to undertake any such independent verification. In relying on Projections, Wells Fargo assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of management as to the future performance and financial condition of Perficient. Wells Fargo expressed no view or opinion with respect to the Projections or the assumptions upon which they are based. Wells Fargo assumed that any representations and warranties made by Perficient and Parent in the Draft Agreement or in other agreements relating to the Merger will be true and accurate in all respects that are material to its analysis and that Perficient will have no exposure for indemnification pursuant to the Draft Agreement or such other agreements that would be material to its analysis.

Wells Fargo assumed that the Merger will have the tax consequences described in discussions with, and materials provided to it by, Perficient and its representatives. Wells Fargo also assumed that, in the course of obtaining any regulatory or third-party consents, approvals or agreements in connection with the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Perficient or the contemplated benefits of the Merger. Wells Fargo also assumed that the Merger will be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the Draft Agreement without waiver, modification or amendment of any term, condition or agreement thereof that is material to its analyses or opinion and that the final form of the Merger Agreement would not differ from the draft reviewed by Wells Fargo in any respect material to its analyses or opinion. In addition, Wells Fargo did not make any independent evaluation, inspection or appraisal of the assets or liabilities (contingent or otherwise) of Perficient or Parent, nor was Wells Fargo furnished with any such evaluations or appraisals. Wells Fargo did not evaluate the solvency of Perficient or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. Wells Fargo further assumed that the final form of the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by it in all respects material to its analyses and opinion.

Wells Fargo’s opinion only addressed the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Perficient common stock (other than the Excluded Shares) and Wells Fargo expressed no opinion as to the fairness of any other consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Perficient. Furthermore, Wells Fargo expressed no opinion as to any other aspect or implication (financial or otherwise) of the Merger, or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, Wells Fargo Securities did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, executive compensation or other similar professional advice and has relied upon the assessments of Perficient and its advisors with respect to such advice. Wells Fargo’s opinion was necessarily based upon information made available to Wells Fargo as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Wells Fargo did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion, notwithstanding that any subsequent development may affect its opinion. Wells Fargo’s opinion did not address the relative merits of the Merger as compared to any alternative transactions or strategies that might have been available to Perficient, nor did it address the underlying business decision of the Perficient Board to proceed with or effect the Merger. Wells Fargo did not express any opinion as to the price at which the Perficient common stock may be traded at any time.

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Financial Analyses

In preparing its opinion to the Perficient Board, Wells Fargo performed a variety of analyses, including those described below. The summary of Wells Fargo’s analyses is not a complete description of the analyses underlying Wells Fargo’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Wells Fargo’s opinion nor its underlying analyses is readily susceptible to summary description. Wells Fargo arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. Accordingly, Wells Fargo believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Wells Fargo’s analyses and opinion.

In performing its analyses, Wells Fargo considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. None of the selected companies used in Wells Fargo’s analyses is identical to Perficient and none of the selected transactions reviewed was identical to the proposed Merger. Evaluation of the results of those analyses is not entirely mathematical. The financial analyses performed by Wells Fargo were performed for analytical purposes only and are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Perficient.

While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Wells Fargo did not make separate or quantifiable judgments regarding individual analyses. Much of the information used in, and accordingly the results of, Wells Fargo’s analyses are inherently subject to substantial uncertainty.

Wells Fargo’s opinion was only one of many factors considered by the Perficient Board in evaluating the Merger. Neither Wells Fargo’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Perficient Board or Perficient’s management with respect to the Merger or the Merger Consideration. The type and amount of consideration payable in the Merger were determined through negotiations between Perficient and Parent, and the decision to enter into the Merger Agreement was solely that of the Perficient Board.

The following is a summary of the material financial analyses performed by Wells Fargo in connection with the preparation of its opinion rendered to, and reviewed with, the Perficient Board on May 5, 2024. The order of the analyses summarized below does not represent relative importance or weight given to those analyses by Wells Fargo. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying and the assumptions made, procedures followed, matters considered and limitations and qualifications affecting each analysis, could create an incomplete view of Wells Fargo’s analyses.

The estimates of the future financial performance of the companies listed below were based on public filings, including SEC, state regulatory and foreign filings, and research estimates for those companies and the estimates of the future financial performance of Perficient relied upon for the financial analyses described below were based on the Base Case Projections.

Selected Public Companies Analysis.

Wells Fargo reviewed certain data for selected companies with publicly traded equity securities that Wells Fargo deemed relevant. None of the selected companies used in Wells Fargo’s analyses is identical to Perficient. The selected companies were selected by Wells Fargo because they were deemed by Wells Fargo to be similar to Perficient in one or more respects, including, among other things, that each selected company’s principal business is digital engineering or diversified IT services.

The financial data reviewed included:

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Financial data for the selected companies are summarized below:

Taking into account the results of the selected public companies analysis, Wells Fargo applied a multiple range of 9.0x to 12.0x to Perficient’s 2024E Adj. EBITDA, a multiple range of 8.0x to 11.0x to Perficient’s 2025P Adj. EBITDA, a multiple range of 10.5x to 16.5x to Perficient’s 2024E Adj. EPS and a range of 9.5x to 15.0x to Perficient’s 2025P Adj. EPS, in each case, based on the Base Case Projections and Wells Fargo’s professional judgment and experience. The selected companies analysis indicated the following implied price per share reference ranges for Perficient common stock:

The implied equity value per share reference range was then compared to the Merger Consideration of $76.00 per share of Perficient common stock.

Selected Transactions Analysis. Wells Fargo considered certain financial terms of certain transactions involving target companies that Wells Fargo deemed relevant. The selected transactions were selected because they involved target companies that were deemed similar to Perficient in one or more respects.

The financial data reviewed included Enterprise Value as a multiple of Adjusted EBITDA for the last twelve months prior to the announcement of the applicable transaction for which data was publicly available, or “LTM Adj. EBITDA.”

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Financial data for the selected transactions are summarized below:

None of the selected transactions reviewed was identical to the proposed Merger. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of Wells Fargo’s analysis, may be considered similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed Merger.

Taking into account the results of the selected transactions analysis, Wells Fargo applied a multiple range of 13.0 to 16.0x to Adjusted EBITDA for the last twelve months ended March 31, 2024 for Perficient, based on the Base Case Projections and Wells Fargo’s professional judgment and experience.

The selected transactions analysis indicated the following implied price per share equity value reference ranges, rounded to the nearest $1.00, for Perficient common stock:

The implied equity value per share reference range was then compared to the Merger Consideration of $76.00 per share of Perficient common stock.

Discounted Cash Flow Analysis

Wells Fargo performed a discounted cash flow analysis for Perficient by calculating the estimated net present value (as of March 31, 2024) of the projected unlevered free cash flows of Perficient for the nine months ending December 31, 2024 through the fiscal year ending December 31, 2028, based on the Base Case Projections.

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Wells Fargo applied perpetuity growth rates ranging from 3.5% to 4.5%, which were discussed with, and approved by, Perficient management. Wells Fargo applied discount rates ranging from 11.5% to 12.5%, which were chosen by Wells Fargo based on its experience and professional judgment taking into account an analysis of Perficient’s weighted average cost of capital, which was calculated based on considerations that Wells Fargo deemed relevant in its professional judgment and experience. The discounted cash flow analysis indicated the following implied per share equity value reference range for Perficient common stock:

The implied equity value per share reference range was then compared to the Merger Consideration of $76.00 per share of Perficient common stock.

Other Matters

Wells Fargo is a trade name of Wells Fargo Securities, LLC, an investment banking subsidiary and affiliate of Wells Fargo & Company. Perficient retained Wells Fargo as its financial advisor in connection with the Merger based on Wells Fargo’s experience and reputation. Wells Fargo is regularly engaged to provide investment banking and financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Perficient has agreed to pay Wells Fargo an aggregate fee currently estimated to be approximately $8.6 million, $2.0 million of which became payable to Wells Fargo prior to and including the announcement date of the Merger of May 5, 2024, and the remainder of which is contingent and payable upon the consummation of the Merger. In addition, Perficient has agreed to reimburse Wells Fargo for certain expenses and to indemnify Wells Fargo and certain related parties against certain liabilities and other items that may arise out of or relate to Wells Fargo’s engagement. The issuance of Wells Fargo’s opinion was approved by a fairness committee of Wells Fargo.

Wells Fargo and its affiliates provide a wide range of investment and commercial banking advice and services, including financial advisory services, securities underwritings and placements, securities sales and trading, brokerage advice and services, and commercial loans. During the two years preceding the date of Wells Fargo’s written opinion, Wells Fargo and its affiliates have had investment or commercial banking relationships with Perficient for which Wells Fargo and such affiliates have received customary compensation. Such relationships have included acting as co-lead arranger, agent and joint bookrunner in connection with Perficient’s facility agreement in March 2023. In addition, during such period, Wells Fargo and its affiliates have also provided lending, and debt and equity underwriting services to portfolio companies of GIC for customary compensation. Wells Fargo and its affiliates are also an agent and a lender to one or more of the credit facilities of Perficient, and EQT Partners Inc., an affiliate of Parent (“EQT Partner”), and certain of their respective affiliates and portfolio companies. During the two years preceding the date of Wells Fargo’s written opinion, the aggregate fees recognized by Wells Fargo from Perficient investment banking services were approximately $150,000. Wells Fargo did not recognize fees from Parent, EQT Partner, GIC nor their respective affiliates and/or portfolio companies, as applicable, for investment banking services during the preceding two years. The information disclosed in this paragraph regarding relationships of Wells Fargo and fees recognized by it is based upon information provided to Perficient by Wells Fargo. Wells Fargo and its affiliates hold, on a proprietary basis, approximately $11 million of the outstanding common stock of Perficient (representing less than 1% of such outstanding common stock), none of the outstanding common stock of Parent and none of the common equity of GIC. In the ordinary course of business, Wells Fargo and its affiliates may trade or otherwise effect transactions in the securities or other financial instruments (including bank loans or other obligations) of Perficient, Parent and certain of their affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or financial instruments. Wells Fargo and its affiliates have adopted policies and procedures designed to preserve the independence of their research and credit analysts whose views may differ from those of the members of the team of investment banking professionals involved in preparing Wells Fargo’s opinion.

In addition, in the future Wells Fargo and its affiliates may provide banking and other financial services to Perficient, Parent, EQT Partner or GIC and their respective affiliates.

Certain Unaudited Prospective Financial Information

The Company does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to its future performance, revenue, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, including the difficulty of predicting general economic and market conditions, though the Company has in the past provided investors with financial guidance covering certain operating measures and expenses, which it may update from time to time during the relevant year. In connection with the evaluation of the Merger, the Company’s senior management prepared (i) unaudited, non-public prospective financial projections for the Company on a stand-alone basis, without giving effect to the transactions contemplated by the Merger Agreement, for the fiscal years 2024 through 2028 (the “Base Case Projections”) and (ii) a variation of the Base Case Projections that assumes a substantial amount of hypothetical mergers and acquisitions activity with target acquisition consideration of approximately 7.7x next 12-months adjusted EBITDA (the “Acquisitions Projections” and together with the Base Case Projections, the “Projections”), which were reviewed and discussed with the Board and approved by the Board for use by BofA Securities, Wells Fargo and, subject to the execution of a confidentiality agreement, EQT Asia on February 20, 2024 (as described

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in the section of this proxy statement titled “The Merger — Background of the Merger”). The Board used the Projections to assist in its decision-making process in determining whether to authorize and approve the execution of the Merger Agreement, and whether to recommend that Company stockholders adopt the Merger Agreement (as described in the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Perficient Board”). As directed by the Company, BofA Securities and Wells Fargo each used the Base Case Projections in connection with its opinion to the Board and financial analyses performed in preparing such opinion, as described under the section of this proxy statement titled “The Merger — Opinion of BofA Securities” and “The Merger — Opinion of Wells Fargo.” The Projections were shared with EQT Asia on March 2, 2024.

The Projections were prepared by the Company’s senior management on a standalone basis without giving effect to the transactions contemplated by the Merger Agreement (including the Merger), and therefore the Projections do not give effect to the transactions contemplated by the Merger Agreement (including the Merger), or any changes to the Company’s operations, capital structure or strategy that may be implemented after the consummation of the transactions contemplated by the Merger Agreement (including the Merger) or to any costs incurred in connection with the transactions contemplated by the Merger Agreement (including the Merger). Furthermore, the Projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement (including the Merger) to be completed and should not be viewed as accurate or continuing in that context.

The tables below present summaries of the Projections prepared by the Company’s senior management and provided by senior management to the Board in advance of being used by BofA Securities and Wells Fargo, and being made available to EQT Asia, except unlevered free cash flow with respect to the Base Case Projections, which was arithmetically calculated by BofA Securities and Wells Fargo solely using the prospective financial information included in the Base Case Projections. The summary of the Projections is included in this proxy statement solely to give the Company’s stockholders access to the Projections that were made available to the Board, BofA Securities, Wells Fargo and EQT Asia and is not being included in this proxy statement to influence a Company’s stockholder’s decision whether to vote to adopt the Merger Agreement or for any other purpose. The inclusion of this information should not be regarded as an indication that our Board or the Company’s senior management or financial advisors, or any other person, considered, or now considers, such Projections to be material or to be necessarily predictive of actual future results, and these Projections should not be relied upon as such.

Base Case Projections

The following table is a summary of the Base Case Projections:

Acquisitions Projections

The Base Case Projections, presented above, do not assume any mergers and acquisitions activity. The Acquisition Projections assume a substantial amount of hypothetical mergers and acquisitions activity with target acquisition consideration of approximately 7.7x next 12-months adjusted EBITDA. At the time of the preparation of the Projections, the Company’s senior management had not identified (or entered into negotiations with) any potential targets with respect to any of the hypothetical mergers and acquisitions activity assumed in the Acquisitions Projections. It was Company senior management’s view that the embedded assumptions regarding mergers and acquisitions activity were hypothetical and the Company’s ability to execute such mergers and acquisitions activity was highly uncertain. The Acquisitions Projections were not taken into account by either BofA Securities or Wells Fargo in connection with each of its opinion to the Board or financial analyses performed in preparing such opinion, as described under the section of this proxy statement titled “The Merger — Opinion of BofA Securities” and “The Merger — Opinion of Wells Fargo.”

The following table is a summary of the Acquisitions Projections:

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Additional Information About the Projections

The Projections were generated solely for internal use and not developed with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data or published guidelines of the SEC regarding forward-looking statements or U.S. generally accepted accounting principles (“GAAP”). The Projections are forward-looking statements.

The Projections were prepared by the Company’s senior management based on estimates they reasonably believed to be achievable. However, the information set forth in the Projections is not factual and should not be relied upon as being necessarily indicative of actual future results. The assumptions and estimates underlying the Projections, all of which are difficult to predict and many of which are beyond the control of the Company, may not be realized. There can be no assurance that the forecasted results or underlying assumptions will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Projections, whether or not the Merger is completed. In addition, the Projections may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period. Neither the Company nor any of its affiliates assumes any responsibility to holders of shares of Perficient common stock for the accuracy of this information.

The Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. The Projections summarized below, while presented with numerical specificity, were based on numerous assumptions and estimates that necessarily involve judgments with respect to the Company’s business, financial condition and results of operations, industry performance, general business, economic, market and financial conditions and other matters, all of which are difficult or impossible to predict and many of which are beyond the Company’s control. The Projections also reflect assumptions that are subject to change, including, but not limited to, assumptions regarding: demand for our services; growth rates; market share; market size and conditions; competitive landscape; products and product mix; contract duration expansion; renewal rates; operating expenses; margins; ability to maintain and expand relationships with new and existing customers; and net working capital. Important factors that may affect actual results and the achievability of the Projections include, but are not limited to: general economic conditions and disruptions in the financial, debt, capital, credit or securities markets; industry and market dynamics; competition; fluctuations in currency exchange rates; changes in applicable laws; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. See also the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.” The Projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the Projections will be realized, and actual results will likely differ, and may differ materially, from those shown. Generally, the further out the period to which the Projections relate, the less predictive the information becomes.

The Projections contain non-GAAP financial measures including Adjusted EBITDA and Levered Free Cash Flow. The Company’s senior management included such measures in the Projections because it believed that such measures may be useful in evaluating, on a prospective basis, the potential operating performance and cash flow of the Company. A material limitation associated with the use of the above non-GAAP financial measures is that they have no standardized measurement prescribed by GAAP and may not be comparable with similar non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Adjusted EBITDA and Levered Free Cash Flow should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors, senior management or a financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of adjusted financial measures were not relied upon by the Board or the Company’s senior management or financial advisors in connection with their evaluation of the Merger. Accordingly, the Company has not provided a reconciliation of the adjusted financial measures included in the Projections to the relevant GAAP financial measures.

No independent registered public accounting firm provided any assistance in preparing the Projections. Accordingly, no independent registered public accounting firm has examined, compiled, or otherwise performed any procedures with respect to the Projections or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained in the Projections. The KPMG LLP reports included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, relate solely to the historical financial information of the Company and to an assessment of the Company’s internal controls over financial reporting. Such reports do not extend to the Projections and should not be read to do so.

The Projections summarized in this section were prepared prior to the execution of the Merger Agreement and have not been updated to reflect any changes after the date they were prepared. The Projections summarized in this section are based solely on information available to the Company’s senior management at the time of their preparation and have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement. The Company undertakes no obligation, except as required by law, to update or otherwise revise the Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to not be appropriate, or to reflect changes in general economic or industry conditions.

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By including the Projections in this proxy statement, neither the Company nor any of its affiliates, advisors, officers, directors, or representatives has made or makes any representation to any security holder (or any other person or entity) regarding the information included in the Projections or the ultimate performance of the Company, Parent, the surviving corporation or any of their affiliates compared to the information contained in the Projections. The Company has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Projections.

In light of the foregoing factors and the uncertainties inherent in the Projections, the Company’s stockholders are cautioned not to place undue, if any, reliance on the Projections.

Certain Effects of the Merger

If the Merger Proposal is approved and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into Perficient upon the terms set forth in the Merger Agreement. As the surviving corporation in the Merger, Perficient will continue to exist following the Merger and as a wholly owned subsidiary of Parent.

Following the Merger, all shares of Perficient common stock will be beneficially owned by Parent and, except as otherwise expressly agreed to in writing, none of the Company’s current stockholders will have any direct ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent after the consummation of the Merger. Following the Merger, Parent will have the potential to benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

At the Effective Time, and without any action by any stockholder, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a stockholder of the Company, each share of Company common stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Company Restricted Shares and the shares of Company common stock held by the Company as treasury stock, owned by Parent or Merger Sub immediately prior to the Effective Time or as to which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration. See the section of this proxy statement titled “The Merger Agreement — Consideration to be Received in the Merger.”

At the Effective Time:

Equity Award Consideration will be paid to the Equity Award Holders as follows:

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All payments with respect to the Equity Award Consideration will be made without interest and less any applicable withholding taxes. The Equity Award Consideration described above, together with the aggregate per share Merger Consideration payable pursuant to the Merger Agreement, is referred to collectively as the “aggregate Merger Consideration.”

Perficient common stock is currently registered under the Exchange Act and trades on Nasdaq under the ticker symbol “PRFT.” Following the consummation of the Merger, shares of Perficient common stock will be delisted from Nasdaq. In addition, the registration of shares of Perficient common stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to its common stock. Termination of registration of Perficient common stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s stockholders and the SEC, and will make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

Effects on the Company if the Merger Is Not Completed

If the Merger Proposal is not approved by the holders of Perficient common stock, or if the Merger is not completed for any other reason, holders of Perficient common stock will not receive any Merger Consideration for shares of Perficient common stock they own. Instead, Perficient will remain an independent public company and stockholders will continue to own their shares of Perficient common stock. Perficient common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and Perficient will continue to file periodic reports with the SEC with respect to its common stock and the Company’s stockholders will continue to own their shares of Perficient common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Perficient common stock.

If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Perficient common stock, including the risk that the market price of Perficient common stock may decline to the extent that the current market price of Perficient common stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely affected. Under certain circumstances, if the Merger is not completed, Perficient may be obligated to pay to Parent a termination fee or Parent may be obligated to pay to Perficient a termination fee, as applicable. For more information, see the section of this proxy statement titled “The Merger Agreement —Termination Fees and Expenses.”

Financing of the Merger

We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $3,185,858,973, which will be funded via the Debt Financing and the Equity Financing described below. Parent and Merger Sub have represented to Perficient in the Merger Agreement that the aggregate proceeds from the Financing are sufficient to (i) consummate the Merger and other transactions (including the aggregate Merger Consideration), (ii) repay, prepay or discharge (substantially simultaneous with the Merger) the principal of and interest on, and all other indebtedness outstanding pursuant to certain of the Company’s credit agreement and Company Convertible Notes and (iii) pay all fees and expenses of the Company, Parent and Merger Sub required to be paid at closing (including in connection with the Merger and the Financing).

Parent has obtained a commitment from the Guarantors to provide equity financing pursuant to the terms of the Equity Commitment Letters. Concurrently with the execution of the Merger Agreement, Parent and Merger Sub delivered to Perficient copies of the Equity Commitment Letters. Other than as expressly set forth in the Equity Commitment Letters, there are no conditions precedent or other contingencies related to the funding of the full proceeds of the Equity Financing. In no event will the receipt or availability of any funds or financing (including the financing contemplated by the Equity Commitment Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

A&R Debt Commitment Letter

Pursuant to the A&R Debt Commitment Letter, each of JPM, Toronto-Dominion, TD Securities, Barclays, Citi, DB NY and Nomura has committed to fund certain senior secured revolving and term loan facilities at the closing of the Merger for the purpose of, among other things, allowing Parent and/or Merger Sub to fund (a) a portion of the aggregate Merger Consideration payable by Parent and/or Merger Sub, (b) the repayment in full of all outstanding indebtedness under the Company’s credit agreement and (c) related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Financing).

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The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. The obligations of the Financing Sources to fund the Debt Financing under the A&R Debt Commitment Letter are subject to a number of conditions, including, but not limited to: the simultaneous or substantially simultaneous (a) contribution of certain specified minimum equity amounts, (b) consummation of the Merger and (c) repayment in full of all outstanding indebtedness under the Company’s existing credit agreement.

The obligation of the Financing Sources to fund the debt commitments under the A&R Debt Commitment Letter will automatically and immediately terminate in the event that either (a) the initial borrowing under the term loan facility does not occur on or before 11:59 p.m., New York City time, on the date that is five business days after the Termination Date, (b) the date on which Parent informs the Financing Sources that the Merger Agreement has been terminated in accordance with its terms by Parent prior to the consummation of the Merger or (c) the consummation of the Merger with or without the funding of the facilities.

Equity Commitment Letters

Pursuant to the Equity Commitment Letters, each of the Guarantors have committed to contribute or cause to be contributed to Parent at the closing of the Merger certain equity financing for the purpose of allowing Parent and/or Merger Sub to fully fund (a) a portion of the aggregate Merger Consideration payable by Parent and/or Merger Sub, and (b) related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Merger).

The obligations of the Guarantors to provide certain equity financing under the Equity Commitment Letters are subject to a number of conditions, including, but not limited to: (a) the satisfaction or waiver by Parent of all of the conditions to Parent’s obligation to effect the closing set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), (b) the substantially simultaneous funding of (i) the Debt Financing and (ii) the equity commitments pursuant to the Equity Commitment Letters of each of the other Guarantors and (c) the substantially simultaneous consummation of the closing. Such funding will occur substantially simultaneously with the issuance of the securities to each of the Guarantors.

The obligation of each Guarantor to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (a) the consummation of the closing (but only if such obligation shall have been discharged in connection therewith), (b) the termination of the Merger Agreement pursuant to the Merger Agreement, (c) the commencement of any action, suit or proceeding which terminates the Guarantors’ obligations or liabilities under the Limited Guarantees in accordance with their terms, (d) the termination of any of the other Equity Commitment Letters of each of the other Guarantors and (e) the payment of any amounts due pursuant to the Limited Guarantees.

Perficient is an express third-party beneficiary of the Equity Commitment Letters solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letters to be funded by the Guarantors to Parent in accordance with the Equity Commitment Letters, and to cause Parent to enforce its rights against the Guarantors to perform their funding obligations under the Equity Commitment Letters, in each case, subject to (a) the limitations and conditions set forth in the Equity Commitment Letters and (b) the terms and conditions of the Merger Agreement.

Limited Guarantees

Concurrently with the execution of the Merger Agreement, the Guarantors have executed and delivered limited guarantees in favor of Perficient. Pursuant to the Limited Guarantees, the Guarantors have agreed to guarantee, on a pro rata basis, the due and punctual performance and payment of (a) Parent’s reimbursement and indemnification obligations set forth in the Merger Agreement and (b) the Parent Termination Fee when and only if such amounts become payable pursuant to the Merger Agreement, subject to certain limitations. The obligations of the Guarantors under the Limited Guarantees are subject to an aggregate cap equal to $167,637,888.

The Limited Guarantees will terminate and be of no further force and effect, and the Guarantors will have no further obligation or liability under the Limited Guarantees, upon the earliest to occur of: (a) the consummation of the closing of the Merger, (b) subject to the cap, receipt in full in cash by the Company or its affiliates of the obligations under the Limited Guarantees, (c) the valid termination of the Merger Agreement in accordance with its terms, other than (i) by the Company if Parent or Merger Sub has breached or failed to perform any of its respective representations, warranties covenants or other agreements contained in the Merger Agreement or if Parent fails to consummate the Merger following the satisfaction by the Company of the closing conditions or (ii) by the Company or Parent if the closing does not occur by the Termination Date at a time when the Company had the right to terminate the Merger Agreement pursuant provisions described in clause (c)(i) and (d) 120 days following the termination of the Merger Agreement (i) by the Company pursuant to the provisions described in clause (c)(i) or (ii) by the Company or Parent pursuant to the provision described in clause (c)(ii) (or, if the Company has made a claim under the Limited Guarantees prior to such date, the date that such claim is finally satisfied or otherwise finally resolved).

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

In considering the recommendations of the Perficient Board with respect to the Merger, Perficient stockholders should be aware that the directors and executive officers of Perficient have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Perficient stockholders generally. The Perficient Board were aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that Perficient stockholders adopt the Merger Agreement. See the section of this proxy statement titled “The Merger — Background of the Merger” and the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Perficient Board.” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

Treatment of Equity Awards

Company Restricted Shares

At the Effective Time, each Company Restricted Share outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically canceled and converted into the right to receive the Company Restricted Share Consideration, which Company Restricted Share Consideration will be paid as described below.

Company Phantom Stock Award

At the Effective Time, each Company Phantom Stock Award outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically canceled and converted into the right to receive the Company Phantom Stock Award Consideration, which Company Phantom Stock Award Consideration will be paid as described below.

Company RSUs

At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be automatically canceled and converted into the right to receive the Company RSU Consideration, which Company RSU Consideration will be paid as described below.

Company PSUs

At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time, whether vested or unvested and determined assuming any performance-based vesting condition is achieved at a level such that 100% of the Company common stock underlying such Company PSU are considered to be outstanding, will be automatically canceled and converted into the right to receive the Company PSU Consideration, which Company PSU Consideration will be paid as described below.

Equity Award Consideration

Except as otherwise provided in the interim operating covenants of the Merger Agreement, the Equity Award Consideration payable to the Equity Award Holders will be paid to Equity Award Holders as follows:

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All payments with respect to the Equity Award Consideration will be made less any applicable withholding taxes.

Quantification of Payments. All Company Restricted Shares held by our non-employee directors will fully vest at the Effective Time, subject to the non-employee director’s continued service through the Effective Time. The estimated aggregate amount that would be payable to Perficient’s six non-employee directors for their Company Restricted Shares if the Effective Time occurred on June 10, 2024 is $548,264. For an estimate of the amounts that would be payable to each of Perficient’s named executive officers with regards to their Company Restricted Shares and Company PSUs, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits.”

Employment Agreements with Executive Officers

Each of Thomas J. Hogan, the Company’s Chief Executive Officer, and Paul E. Martin, the Company’s Chief Financial Officer, is party to an employment agreement with the Company (the “Employment Agreements”). Under the Employment Agreements, each executive officer is eligible to receive certain severance payments and benefits if each executive officer incurs a without cause termination or a constructive termination (as defined in the applicable Employment Agreement), in each case, within three months prior to a change in control or 18 months following a change in control (as defined in the applicable Employment Agreement) for Mr. Hogan and during the 12 months following a change in control for Mr. Martin, which the Merger will constitute (each, a “qualifying termination”).

Mr. Hogan’s Employment Agreement provides that, upon a qualifying termination, Mr. Hogan will be entitled to:

Mr. Martin’s Employment Agreement provides that Mr. Martin will be entitled to 50% accelerated vesting of all outstanding equity awards upon a change in control, which the Merger will constitute, and upon a qualifying termination, Mr. Martin will be entitled to:

If any of the amounts provided for under these Employment Agreements or otherwise payable to an executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then the executive officer will be entitled to receive either full payment of benefits under his Employment Agreement or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer. These severance benefits are subject to the execution and effectiveness of a waiver and release of claims in favor of the Company.

Effective March 1, 2024, Mr. Davis resigned from his employment position as Executive Chairman, which terminated his employment agreement other than the restrictive covenants that survived in accordance with their terms. As such, he is not entitled to and will not receive any severance benefits in connection with the Merger.

Potential Severance Payments and Benefits

Neither Ms. Adomite nor Mr. Sheen has an employment agreement with the Company that provides for severance benefits. However, under the terms of the Merger Agreement, upon a termination without cause (as defined in the confidential disclosure letter to the Merger Agreement), Ms. Adomite and Mr. Sheen will be eligible to receive an amount equal to four weeks’ worth of his or her base salary for each completed year of service. These severance benefits are subject to the execution and effectiveness of a waiver and release of claims in favor of the Company.

Arrangements with Parent

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

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280G Mitigation Actions

Under the Merger Agreement, the Company may take certain actions to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)), including the executive officers. As of the date of this proxy statement, the Company has not approved any specific actions to mitigate any impact of Section 280G of the Code on the Company or any disqualified individuals.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, Perficient’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section of this proxy statement titled “The Merger Agreement — Indemnification of Directors and Officers and Insurance.”

Quantification of Payments and Benefits

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that may be paid or become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation.

The potential payments in the table below are based on the following assumptions:

The amounts shown are estimates of amounts that would be payable to the named executive officers based on multiple assumptions that may or may not actually occur, including the assumption described above. Some of the assumptions are based on information not currently available and, as a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table. The following table and footnotes describe the benefits each named executive officer is eligible to receive in connection with the completion of the Merger.

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Certain Material U.S. Federal Income Tax Considerations

The following discussion summarizes certain material U.S. federal income tax considerations applicable to holders of Perficient common stock who receive cash in exchange for shares of Perficient common stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. This discussion is based upon the provisions of the Code, the U.S. Treasury Regulations promulgated thereunder and judicial decisions and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements set forth herein. The relevant 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 Internal Revenue Service (referred to herein as the “IRS”) regarding any of the tax issues discussed herein. There can be no assurance that the IRS will not challenge, or that a court would not take a differing view regarding, one or more of the tax consequences of the Merger described in this proxy statement.

This discussion assumes that holders of Perficient common stock hold their shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Perficient common stock in light of such holder’s individual circumstances, nor

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does it address the U.S. federal estate or gift taxes, state, local or non-U.S. taxes, the U.S. federal alternative minimum tax, the rules regarding qualified small business stock within the meaning of Section 1202 of the Code, the Medicare tax on net investment income or any other aspect of any U.S. federal tax laws other than the U.S. federal income tax laws. This discussion also does not address tax considerations that may be relevant to holders of Perficient common stock subject to special treatment under the U.S. federal income tax laws, including, for example: banks or other financial institutions, brokers or dealers in securities or currencies, mutual funds, partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities and their partners or members, S corporations, tax-exempt organizations, governmental organizations, retirement or other tax-deferred accounts, insurance companies, traders in securities who elect a mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, U.S. expatriates and individuals who have ceased to be U.S. citizens or “long-term residents” of the United States, holders who acquired their Perficient common stock through the exercise of Company stock options or otherwise as compensation, holders who hold their Perficient common stock as part of a hedge, straddle, constructive sale, risk reduction or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, real estate investment trusts, regulated investment companies, holders deemed to sell their shares of Perficient common stock under the constructive sale provisions of the Code, persons who own (directly, indirectly or constructively) an equity interest in Parent or the surviving corporation, and holders who own or have owned (directly, indirectly or constructively) 5% or more of the Company’s stock (by vote or value) and holders who exercise appraisal rights in connection with the merger under the DGCL.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Perficient common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partner and the partnership. If you are a partnership holding Perficient common stock or a partner of a partnership holding Perficient common stock, you are urged to consult your own tax advisor regarding the U.S. federal income tax consequences of the Merger relevant to you.

This discussion is for informational purposes only and is not tax advice. Holders of Perficient common stock are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of the Merger to them in light of their particular circumstances, as well as any tax consequences of the Merger arising under the U.S. federal tax laws other than those pertaining to income tax, including estate or gift tax laws, “golden parachute” rules, or under any state, local or non-U.S. tax laws or under any applicable income tax treaty.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Perficient common stock that, for U.S. federal income tax purposes, is:

For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of Perficient common stock that is, for U.S. federal income tax purposes, an individual, a corporation, a trust or an estate that is not a U.S. holder.

U.S. Holders

The receipt of cash in exchange for shares of Perficient common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the Merger (determined before the deduction of any amounts applicable to withholding taxes) and such U.S. holder’s adjusted tax basis in the shares exchanged for cash pursuant to the Merger. A U.S. holder’s adjusted tax basis in a share of Perficient common stock will generally be equal to the amount the U.S. holder paid for such share. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for such shares exceeds one year as of the date of the closing. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. Short-term capital gains are taxed at ordinary income tax rates. The deductibility of capital losses is subject to limitations. Gain or loss must be calculated separately for each block of Perficient common stock (i.e., common stock acquired at the same time and at the same price in a single transaction). U.S. holders who own separate blocks of Perficient common stock should consult their own tax advisors with respect to these rules.

A U.S. holder may, unless an exception applies, be subject to information reporting and backup withholding (currently at a rate of 24%) with respect to the cash received pursuant to the Merger, unless such U.S. holder provides its correct taxpayer identification number (the “TIN”) on a properly executed IRS Form W-9 (or if appropriate, a substitute or successor form) and certifies under penalties of perjury that such TIN is correct and that such U.S. holder is not subject to backup withholding. Backup withholding is not an additional

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tax. Rather, any amounts withheld under the backup withholding rules may be credited or refunded against a U.S. holder’s U.S. federal income tax liability, if any; provided that such U.S. holder furnishes the required information to the IRS in a timely manner and other requirements are satisfied.

A U.S. holder may be required to retain records related to such holder’s common stock and file with its U.S. federal income tax return, for the taxable year that includes the Merger, a statement setting forth certain facts relating to the Merger.

Non-U.S. Holders

Any gain recognized on the receipt of cash pursuant to the Merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

Non-U.S. holders that are or may be subject to U.S. federal income tax under any of the above rules are urged to consult their tax advisors regarding such taxation. Non-U.S. holders may be subject to state, local or non-U.S. income or other tax laws, and are urged to consult their tax advisors about the potential application of such laws.

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding (currently at a rate of 24%) with respect to the cash received by such non-U.S. holder pursuant to the Merger, unless such non-U.S. holder provides the Payment Agent with an applicable and properly executed IRS Form W-8 certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the non-U.S. holder is a U.S. person as defined under the Code) or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any, provided that the non-U.S. holder furnishes the required information to the IRS in a timely manner and other applicable requirements are satisfied. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the taxing authorities of the country in which the non-U.S. holder resides or is established.

THE FOREGOING DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A HOLDER’S INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER IN LIGHT OF SUCH HOLDER’S PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES WITH RESPECT TO ANY NON-INCOME TAX OR ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

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Regulatory Approvals Required for the Merger

U.S. Antitrust

The obligations of Parent and the Company to consummate the Merger are subject to the expiration or termination of the waiting period applicable to the Merger under the HSR Act. The Company and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the DOJ and the FTC on May 31, 2024, and accordingly, the 30-day waiting period under the HSR Act will expire at 11:59 p.m., Eastern Time, on July 1, 2024, unless otherwise extended.

At any time before or after consummation of the Merger, the FTC or the DOJ (notwithstanding the termination of the waiting period under the HSR Act) could take such action under antitrust laws as they deem necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger and seeking divestiture of substantial assets of Parent or the Company.

At any time before or after the completion of the Merger, any state or non-U.S. governmental authority could take such action under antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger and seeking divestiture of substantial assets of Parent or the Company. Private parties may also seek to take legal action under antitrust laws under certain circumstances.

There can be no assurance that the FTC, the DOJ or any other governmental authority or any private party will not attempt to challenge the Merger on antitrust grounds, and, if such a challenge is made, there can be no assurance as to its result.

As of the date of this proxy statement, neither Parent nor the Company has been notified by any state attorney general indicating any plan to review the Merger.

Other Antitrust and Foreign Investment Laws

The consummation of the Merger is also conditioned upon the receipt of the consents and approvals required by the antitrust authority in Serbia and relevant governmental authorities under foreign investment laws in Romania. The Company and Parent each filed or caused to be filed the requisite notification forms (i) with the antitrust authority in Serbia on May 20, 2024, and (ii) with the relevant governmental authority under foreign investment laws in Romania on June 3, 2024. The Merger cannot be completed until Perficient and Parent obtain clearance to consummate the Merger or the applicable waiting periods have expired or been terminated in such jurisdictions.

There can be no assurances that all of the required regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any approvals.

The Merger Agreement includes covenants obligating each of the parties, with respect to filings under the HSR Act and foreign regulatory laws, to supply (or cause to be supplied) information that may be required to make such filings or any additional information that may be requested by the FTC, DOJ, or other governmental authorities in which such a filing is made, and to cooperate and coordinate (and to cause their respective affiliates to cooperate and coordinate) with the other to make such filings

The Merger Agreement includes a covenant obligating each of Parent and Merger Sub to (and to cause their respective Affiliates to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions with respect to Parent, Merger Sub, and their respective Subsidiaries, if applicable, and of the Company and its Subsidiaries necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act and any other Antitrust Laws.

For more information regarding these covenants, see the section of this proxy statement titled “The Merger Agreement — Reasonable Best Efforts; Antitrust Filings.”

CFIUS

The consummation of the Merger is also conditioned upon any review or investigation by CFIUS of the transactions contemplated by the Merger Agreement having been concluded, and either (a) CFIUS shall have provided written notice that (i) the transactions contemplated by the Merger Agreement do not constitute a “covered transaction” under Section 721 of the Defense Production Act of 1950, 50 U.S.C. § 4565 (as amended) (“Section 721”), or (ii) all action under Section 721 is concluded with respect to the transactions contemplated by the Merger Agreement, and there are no unresolved national security concerns, or (b) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby, or the time permitted by law for such action shall have lapsed (“CFIUS Approval”) without the imposition of a Burdensome Condition (which term is described in the section of this proxy statement titled “The Merger Agreement — CFIUS Filings”).

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The parties have agreed to cooperate and use their reasonable best efforts to obtain the CFIUS Approval. On May 31, 2024, the Company and Parent submitted to CFIUS a draft notice with respect to the transactions contemplated by the Merger Agreement pursuant to 31 C.F.R. Part 800 Subpart E. CFIUS subsequently provided comments on such draft notice and on June 25, 2024, the parties submitted to CFIUS a final notice with respect to the transactions contemplated by the Merger Agreement pursuant to 31 C.F.R. Part 800 Subpart E. Upon the acceptance of such a notice, CFIUS will initiate a 45-calendar day review period, at the end of which, if it determines that there are no unresolved national security concerns, it will conclude all action under Section 721. If CFIUS determines that certain circumstances warrant additional review, it will commence a 45-calendar day investigation no later than the end of the initial 45-day review period. This period of investigation may be extended by the CFIUS Chairperson for an additional 15 calendar days in the event of extraordinary circumstances. If CFIUS has no unresolved national security concerns at the end of the investigation, it will conclude all action under Section 721. On the other hand, if CFIUS has unresolved national security concerns at the end of such investigation, it will send a report to the President of the United States, who may act to suspend or prohibit the transaction. At any time during the course of CFIUS review or investigation, CFIUS may request that the parties take actions to mitigate any national security concerns it has identified. Where CFIUS has completed all action with respect to the transaction or the President of the United States has announced a decision not to exercise his authority under Section 721 with respect to the transaction, the President and CFIUS shall not further exercise the authority available to them under Section 721, including divestment authority, thereby providing a “safe harbor” for the transaction.

Legal Proceedings Regarding the Merger

On June 20, 2024, Michael Win, a purported stockholder of the Company, filed a complaint in the United States District Court for the Southern District of New York, captioned Win v. Perficient, Inc. et al, Case No. 1:24-cv-04701 (the “Complaint”). The Complaint alleges, among other things, that the defendants (the Company and the Board) violated Sections 14(a) and 20(a) of the Exchange Act by omitting and/or misrepresenting certain material facts relating to the transaction contemplated by the Merger Agreement from the Preliminary Proxy Statement filed by the Company on June 11, 2024. The Complaint seeks, among other relief, (i) injunctive relief preventing the consummation of the Merger, (ii) rescission of the Merger or rescissory damages, in the event the Merger is consummated, (iii) directing the members of the Board to exercise their fiduciary duties to disseminate a proxy statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading, and (iv) an award of plaintiff’s costs of the action, including attorneys’ and expert fees. On June 24, 2024 and June 25, 2024, the Company received three demand letters (the “Demand Letters”) by purported stockholders making similar allegations and requesting similar additional disclosures.

The outcome of the matters described above (and the time and expenses incurred related thereto) cannot be predicted with certainty. However, the Company believes that the allegations in the Complaint and the Demand Letters lack merit. Additional complaints or demand letters may be filed against or received by the Company, the Board, Parent and/or Merger Sub in connection with the Transactions and this Proxy Statement. If additional similar complaints are filed or demand letters received, absent new or different allegations that are material, the Company, Parent or Merger Sub will not necessarily announce the filing of such additional complaints or the receipt of such additional demand letters.

Delisting and Deregistration of Perficient Common Stock

If the Merger is completed, the shares of Perficient common stock will be delisted from Nasdaq and deregistered under the Exchange Act and shares of Perficient common stock will no longer be publicly traded.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. The provisions of the Merger Agreement are extensive and not easily summarized. We urge you to carefully read this entire proxy statement, including the annexes and the other documents to which we have referred you. You should also review the section of this proxy statement titled “Where You Can Find Additional Information.”

The Merger Agreement has been included to provide you with information regarding its terms, and we recommend that you read it in its entirety. The Merger Agreement is a contractual document that establishes and governs the legal relations between the Company, Parent and Merger Sub and allocates risks between the parties, with respect to the Merger, the other agreements contemplated by the Merger Agreement, and the transactions contemplated by the Merger Agreement.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates specified in the Merger Agreement. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract between the respective parties and are subject to representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by a confidential disclosure letter made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts), and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders, or securities laws. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The representations and warranties in the Merger Agreement and the description of them in this proxy statement should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings the Company publicly files with the SEC. Such information can be found elsewhere in this proxy statement and in the public filings the Company makes with the SEC, as described in the section of this proxy statement titled “Where You Can Find Additional Information.”

The Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.

Closing and Effective Time of the Merger

The closing of the Merger will take place at 8:00 a.m., New York City time, within two business days after the satisfaction or waiver (to the extent permitted by the Merger Agreement) of the last to be satisfied or waived of all of the conditions described in the section of this proxy statement titled “The Merger Agreement — Conditions of the Merger” (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions) or such other time as Parent, Merger Sub and the Company mutually agree in writing; however, in no event will the closing be required to occur prior to July 4, 2024, unless otherwise agreed in writing by Parent.

The Merger will become effective at the time a certificate of merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later time specified in the certificate of merger and agreed to by the parties (the “Effective Time”).

Certificate of Incorporation and Bylaws; Directors and Officers

At the Effective Time, (a) the certificate of incorporation of the surviving corporation will be amended and restated in its entirety to be read as set forth in the applicable exhibit attached to the Merger Agreement, and (b) the bylaws of the surviving corporation will be amended and restated in their entirety to be identical to the bylaws of Merger Sub, except that all references to Merger Sub will be automatically amended and become references to the surviving corporation.

Under the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the surviving corporation immediately following the Effective Time. The officers of the Company immediately prior to the Effective Time will be the officers of the surviving corporation immediately following the Effective Time.

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Consideration to be Received in the Merger

At the Effective Time, each share of Company common stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, any shares of Company common stock for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL, or any award of restricted stock of the Company issued under any of the Company Stock Plans (as defined below)) will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $76.00, without interest thereon (the “Merger Consideration”).

As used in the Merger Agreement, the term “Company Stock Plans” means the Third Amended and Restated Perficient, Inc. 2012 Long-Term Incentive Plan, Perficient, Inc. 2022 Phantom Stock Plan for Employees of First Plus Soft S.A.U., Perficient, Inc. 2007 Phantom Stock Plan for Nationals of the People’s Republic of China, Perficient, Inc. 2015 Phantom Stock Plan for Employees of Perficient India Private Limited, Perficient, Inc. 2021 Phantom Stock Plan for Employees of Productora de Software S.A.S., Talos Digital S.A.S. and Overactive S.A.S., Perficient, Inc. 2022 Phantom Stock Plan for Employees of Inflection Point, S.A. DE C.V., Perficient, Inc. 2022 Phantom Stock Plan for Employees of Izmul S.A., Lundol Trade S.A. and Soft OA S.R.L., and Perficient, Inc. 2024 Phantom Stock Plan for Employees of the Romanian Branch of SMEDIX, Inc.

Treatment of Company Awards and the Company ESPP in the Merger

Company Restricted Shares

At the Effective Time, each award of restricted stock of the Company issued under any of the Company Stock Plans (“Company Restricted Share”), outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the Per Share Price (the “Company Restricted Share Consideration”), which Company Restricted Share Consideration will be paid as described below.

Company Phantom Stock Awards

At the Effective Time, each award that is measured by reference to a share of Company common stock granted under any of the Company Stock Plans (“Company Phantom Stock Award”), outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company common stock measured by reference to such Company Phantom Stock Award as of immediately prior to the Effective Time and (2) the Per Share Price (the “Company Phantom Stock Award Consideration”), which Company Phantom Stock Award Consideration will be paid as described below.

Company RSUs

At the Effective Time, each award of restricted stock units of the Company granted under any of the Company Stock Plans that is not subject to any performance-based vesting conditions (“Company RSU”) outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time and (2) the Per Share Price (referred to as the “Company RSU Consideration”), which Company RSU Consideration will be paid as described below.

Company PSUs

At the Effective Time, each award of restricted stock units of the Company issued under any of the Company Stock Plans that is subject to performance-based vesting conditions (“Company PSU”) outstanding as of immediately prior to the Effective Time, whether vested or unvested and determined assuming any performance-based vesting condition is achieved at a level such that 100% of the Company common stock underlying such Company PSU are considered to be outstanding, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the Per Share Price (the “Company PSU Consideration”), which Company PSU Consideration will be paid as described below.

Equity Award Consideration

Except as otherwise provided in the interim operating covenants of the Merger Agreement, the Company Restricted Share Consideration, the Company Phantom Stock Award Consideration, the Company RSU Consideration, and the Company PSU Consideration (the “Equity Award Consideration”) payable to holders of Company Restricted Shares, Company Phantom Stock

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Awards, Company RSUs, and Company PSUs (the “Equity Awards”, and holders of such Equity Awards, the “Equity Award Holders”), will be paid to Equity Award Holders as follows:

All payments with respect to the Equity Award Consideration will be made without interest and less any applicable withholding taxes. The Equity Award Consideration described above, together with the aggregate per share Merger Consideration payable pursuant to the Merger Agreement, is referred to collectively as the “aggregate Merger Consideration.”

Company ESPP

Pursuant to the Merger Agreement, as promptly as reasonably practicable following the date of the Merger Agreement, the Company Board (or, if appropriate, any committee administering the Company ESPP (defined below)) will take all actions as may be required pursuant to the terms of the Perficient, Inc. Employee Stock Purchase Plan (the “Company ESPP”) to ensure that (1) participation following the date of the Merger Agreement will be limited to those employees who participated in the Company ESPP immediately prior to the date of the Merger Agreement; (2) participants may not increase their payroll deductions or purchase elections from those in effect immediately prior to the date of the Merger Agreement; (3) no new offering period will commence, nor will any existing offering period be extended, after the date of the Merger Agreement; and (4) each participant’s outstanding right to purchase shares of Company common stock under the Company ESPP will terminate on the day immediately prior to the date on which the Effective Time occurs (if not earlier terminated pursuant to the terms of the Company ESPP) (provided that all amounts allocated to each participant’s account under the Company ESPP as of such date will be returned to the participant by the Company pursuant to the terms of the Company ESPP). Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company Board will terminate the Company ESPP and no further rights will be granted or exercised under the Company ESPP after such termination.

Procedure for Receiving the Merger Consideration

Parent has agreed to, as soon as practicable after May 5, 2024, and in any event at least ten (10) business days prior to the closing, select a nationally recognized bank or trust company reasonably acceptable to the Company to act as the payment agent for the Merger (the “Payment Agent”) for the holders of shares of the Company common stock to receive the Merger Consideration to which such holders are entitled. At or prior to the closing, Parent will deposit (or cause to be deposited) with the Payment Agent an amount of cash equal to the aggregate Merger Consideration payable to holders of Company common stock (other than to holders of shares of Company common stock for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL); provided, that the Company will, at the written request of Parent, deposit with the Payment Agent at the closing such portion of aggregate consideration from the Company’s cash denominated in United States dollars and held in United States bank accounts as specified in such request.

Promptly following the Effective Time (and in any event within three business days), Parent and the Company will cause the Payment Agent to mail to each holder of record as of immediately prior to the Effective Time (other than any shares of Company common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries, any shares of Company common stock for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL, Company Restricted Shares, and Company PSUs, as applicable) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company common stock (other than any shares of Company common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries, any shares of Company common

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stock for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL, Company Restricted Shares, and Company PSUs, as applicable) (the “Certificates”) (a) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent) and (b) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect to the shares of Company common stock formerly represented by the Certificates. Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company common stock represented by such Certificates by (ii) the Merger Consideration, and the Certificates so surrendered will be canceled. No record holder of uncertificated shares of Company common stock (other than any shares of Company common stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries, any shares of Company common stock for which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL, Company Restricted Shares, and Company PSUs) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the Merger Consideration. With respect to record holders of such uncertificated shares of Company common stock, upon the Payment Agent’s receipt of an “agent’s message” (or such other evidence as the Payment Agent may reasonably request), the holder of such uncertificated shares will be entitled to receive in exchange an amount in cash equal to the product obtained by multiplying (A) the aggregate number of shares of Company common stock represented by such holder’s uncertificated shares by (B) the Merger Consideration, and such uncertificated shares will be canceled.

No interest will be paid or accrue on the cash payable to any holder of a Certificate or uncertificated share. Until so surrendered or transferred, outstanding Certificates and uncertificated shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration without interest thereon, payable in respect thereof. You should not send in your Certificates until you receive a letter of transmittal with instructions from the Payment Agent. Do not send your Certificates with your proxy card.

At or prior to the closing, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate vested equity award consideration owed to the Equity Award Holders.

Each of the Payment Agent, Parent, the Company, Merger Sub and the surviving corporation (without duplication), and each of their respective affiliates and agents, will be entitled to deduct and withhold from any amounts payable to any person pursuant to or in connection with the Merger Agreement such amounts as may be required to be deducted and withheld pursuant to any law with respect to applicable taxes. Any amounts so deducted or withheld and paid over to the appropriate taxing authority will be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Parent, Merger Sub and the Company, including representations and warranties relating to, among other things,

In addition, the Merger Agreement contains customary representations and warranties of the Company relating to, among other things:

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The Merger Agreement also contains the following customary representations and warranties of Parent and Merger Sub relating to among other things:

Certain of the Company’s representations and warranties in the Merger Agreement are qualified as to “materiality” or “Company Material Adverse Effect.” The Merger Agreement provides that a Company Material Adverse Effect means any change, event, effect, development, occurrence or state of facts that, individually or in the aggregate, has a material adverse effect on the business, properties, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole; provided that none of the following, and no changes, events, effects, developments, occurrences or states of facts arising out of, relating to or resulting from the following (in each case, by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (subject to the limitations set forth below):

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The representations and warranties of the Company are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and the confidential disclosure letter.

The representations and warranties of the Company, Parent and Merger Sub will terminate at the Effective Time.

Covenants Regarding Conduct of Business by the Company Until the Effective Time

Except (i) as expressly contemplated by the Merger Agreement, (ii) as set forth in the confidential disclosure letter, (iii) as required by applicable law, (iv) to the extent constituting cybersecurity measures (following, to the extent practicable, reasonable prior consultation with Parent); provided that such cybersecurity measures will not involve any payments to third parties or similar expenditures outside the ordinary course of business in excess of the amount set forth in the confidential disclosure letter without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed) or (v) as approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), from May 5, 2024, until the earlier of the termination of the Merger Agreement and the Effective Time, the Company will and will cause each of its subsidiaries to use commercially reasonable efforts to (a) conduct its business in all material respects in the ordinary course of business, and (b) to the extent consistent with its operations in the ordinary course of business, preserve intact in all material respects its current business organization and its relationships with employees, governmental authorities, third parties, key customers and key vendors, in each case, that are material to the Company and its subsidiaries, taken as a whole.

In addition, without limiting the generality of the foregoing, except (i) as expressly contemplated by the Merger Agreement, (ii) as set forth in the confidential disclosure letter, (iii) as required by applicable law, (iv) to the extent constituting cybersecurity measures (following, to the extent practicable, reasonable prior consultation with Parent); provided that such cybersecurity measures will not

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involve any payments to third parties or similar expenditures outside the ordinary course of business in excess of the amount set forth in the confidential disclosure letter without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed) or (v) as approved by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), from May 5, 2024, until the earlier of the termination of the Merger Agreement and the Effective Time, the Company will not, and will not permit any of its subsidiaries to do, any of the following:

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No-Shop; Company Board Recommendation Change

No-Shop

From May 5, 2024, until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company and its subsidiaries agreed to not, and agreed to not authorize or permit any of their respective representatives acting on their behalf to, directly or indirectly:

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The Company also agreed to, within two business days following May 5, 2024, (x) request that all non-public information previously provided by or on behalf of the Company or any of its subsidiaries to any person (other than Parent, the Guarantors, the financing sources and their respective representatives and affiliates) with whom a confidentiality agreement was entered into at any time prior to May 5, 2024, with respect to an Acquisition Proposal be returned or destroyed, and (y) will and will cause its subsidiaries and use reasonable best efforts to cause its and their respective representatives to, cease any discussions, communications or negotiations with any person (other than the parties to the Merger Agreement and their respective representatives) in connection with an Acquisition Proposal and shut off all access granted to any such person to any electronic data room.

From May 5, 2024, until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or similar provision that prohibits a proposal being made to the Company Board unless the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

If, at any time on or after May 5, 2024, until the earlier to occur of the termination of the Merger Agreement and the Company’s receipt of the Company stockholder approval, the Company Board receives an Acquisition Proposal that the Company Board has determined in good faith (after consultation with its financial advisors and outside legal counsel) (a) constitutes a Superior Proposal (as defined below) and (b) that the failure to participate in discussions with respect to such Superior Proposal would be reasonably likely to be inconsistent with the Board’s fiduciary duties under applicable law, the Company is entitled to participate or engage in discussions or negotiations with and furnish any non-public information relating to the Company or any of its subsidiaries to the person making such Acquisition Proposal. The Company will provide to Parent and Merger Sub any non-public information or data that is provided to such person and was not previously made available to Parent or Merger Sub prior to or promptly (and in any event within 24 hours) following the time it is provided to such person.

From and after May 5, 2024, the Company agreed to as promptly as reasonably practicable (and in any event within 48 hours) notify Parent of the Company’s receipt of any Acquisition Proposal or any offers or proposals that would reasonably be expected to lead to an Acquisition Proposal. Such notice must include the identity of the person making such Acquisition Proposal and a summary of the material terms and conditions (including, for the avoidance of doubt, the form and amount of consideration and proposed financing arrangements) of such Acquisition Proposal and, if applicable, copies of any such Acquisition Proposal or offers or proposals. The Company must also keep Parent reasonably informed, on a prompt basis, of the status and material terms of any such Acquisition Proposal (including any amendments, revisions or other changes thereto) and the status of any related discussions or negotiations.

As used in the Merger Agreement, the term “Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction. Furthermore, the term “Acquisition Transaction” means any single transaction or series of related transactions (other than the Merger) involving:

As used in the Merger Agreement, the term “Superior Proposal” means any unsolicited bona fide written Acquisition Proposal on terms that the Company Board has determined in good faith (after consultation with its financial advisors and outside legal counsel) would be more favorable to the Company’s stockholders from a financial point of view than the Merger (taking into account (a) any changes to the terms of the Merger Agreement offered by Parent in response to such Superior Proposal in accordance with the Merger Agreement and

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(b) any legal, regulatory, financial, timing, financing, the identity of the person making the proposal, and other aspects of such proposal that Company Board considers in good faith to be relevant). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

Company Board Recommendation Change

The Company Board may not (any of the following actions, a “Company Board Recommendation Change”):

In addition, neither the Company nor any subsidiary of the Company may enter into an Alternative Acquisition Agreement.

Notwithstanding anything in the Merger Agreement to the contrary, until the earlier to occur of the termination of the Merger Agreement and the Company’s receipt of the Company stockholder approval, (a) the Company Board may effect a Company Board Recommendation Change in response to a Superior Proposal, if it determines in good faith (after consultation with its financial advisors and outside legal counsel), that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, and (b) the Company Board may effect a Company Board Recommendation Change (within the meaning of the first bullet of the definition of “Company Board Recommendation Change”) in response to any positive change, event, effect, development or circumstance that (i) was not known or reasonably foreseeable or the consequences of which were not known or reasonably foreseeable to the Company Board on May 5, 2024 and (ii) does not relate to (A) any Acquisition Proposal or (B) the mere fact that the Company meets or exceeds any internal or published financial projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after May 5, 2024, or changes after May 5, 2024 in the market price or trading volume of Company common stock (it being understood that the underlying cause of any of the foregoing in this clause (b) may be considered and taken into account) (an “Intervening Event”) that occurs after May 5, 2024, if the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, subject in each case to compliance with the procedures described below.

In the case of a Superior Proposal, no adverse recommendation change and/or termination of the Merger Agreement may be made:

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In the case of an Intervening Event, no adverse recommendation change may be made:

Reasonable Best Efforts; Antitrust Filings

The Company and Parent have agreed to use their reasonable best efforts to take, or cause to be taken (including by their respective subsidiaries), all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable law to consummate and make effective the transactions contemplated by the Merger Agreement, including by: