Smartsheet (SMAR) DEFM14AProxy related to merger

You are cordially invited to attend a special meeting of shareholders (which, together with any adjournments or postponements thereof, we refer to as the “Company Shareholders’ Meeting”) of Smartsheet Inc., a Washington corporation (which we refer to as “Smartsheet,” the “Company,” “we,” “us,” or “our”) to be held virtually via live webcast on December 9, 2024, at 10:00 a.m., Pacific Time (unless the Company Shareholders’ Meeting is adjourned or postponed).

You may attend the Company Shareholders’ Meeting virtually via the Internet at www.virtualshareholdermeeting.com/SMAR2024SM. Please note that you will not be able to attend the Company Shareholders’ Meeting physically in person. For purposes of attendance at the Company Shareholders’ Meeting, all references in the enclosed proxy statement to “attendance at the Company Shareholders’ Meeting” or “present at the Company Shareholders’ Meeting” mean virtually attending and present at the Company Shareholders’ Meeting. Formal notice of the Company Shareholders’ Meeting, a proxy statement, and a proxy card accompany this letter.

At the Company Shareholders’ Meeting, you will be asked to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger (which we refer to, as it may be amended from time to time, as the “Merger Agreement”), dated September 24, 2024, by and among Smartsheet, Einstein Parent, Inc., a Delaware corporation (which we refer to as “Parent”), and Einstein Merger Sub, Inc., a Washington corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (we refer to such proposal as the “Merger Proposal”). Parent and Merger Sub are each affiliates of investment funds managed by affiliates of Blackstone Inc. (collectively, which we refer to as “Blackstone”), one of the world’s leading investment firms, investment funds managed by Vista Equity Partners Management, LLC (which we refer to as “Vista Equity Partners”), a leading private equity firm focused on investments in software, data and technology-enabled companies, and Platinum Falcon B 2018 RSC Limited (which we refer to as “Platinum Falcon”), an indirect wholly owned subsidiary of the Abu Dhabi Investment Authority (which we refer to as “ADIA”), will also be an indirect minority investor in Smartsheet. At the Company Shareholders’ Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (as defined below) (we refer to such proposal as the “Compensation Proposal”). Finally, at the Company Shareholders’ Meeting, you will also be asked to consider and vote on a proposal to adjourn the Company Shareholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Shareholders’ Meeting (which we refer to as the “Adjournment Proposal”).

Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Smartsheet (which we refer to as the “Merger,” which, together with each of the other transactions contemplated by the Merger Agreement, we refer to as the “Transactions”), whereupon the separate corporate existence of Merger Sub shall cease, with Smartsheet surviving the Merger as a wholly owned subsidiary of Parent in accordance with the Washington Business Corporation Act (which we refer to as the “WBCA”). If you are a Smartsheet shareholder and the Merger is completed, each share of Smartsheet Class A Common Stock (which we refer to as the “common stock”), that you own as of immediately prior to the effective time of the Merger, will be automatically converted into the right to receive an amount in cash equal to $56.50 in cash (which we refer to as the “Merger Consideration”), without interest (except for shares owned by any shareholder who has properly exercised and perfected such shareholder’s demand for dissenters’ rights pursuant to Chapter 23B.13 of the WBCA and who has not effectively withdrawn or forfeited such holder’s dissenters’ rights).

The enclosed proxy statement provides detailed information about the Company Shareholders’ Meeting, the Merger Agreement, and the Merger. The enclosed proxy statement also includes a summary of certain terms of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the proxy statement (which includes a copy of the articles of incorporation of the surviving corporation in Exhibit A thereto). The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Company Shareholders’ Meeting virtually, please sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you attend the Company Shareholders’ Meeting and vote online during the meeting, your vote will revoke any proxy that you have previously submitted.

If you hold your shares of our common stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you have any questions or need assistance voting your shares of our common stock, please contact our Proxy Solicitor:

On behalf of the Board of Directors, we thank you for your support and appreciate your consideration of this matter.

Notice is hereby given that a special meeting of shareholders (including any adjournments or postponements thereof, which we refer to as the “Company Shareholders’ Meeting”) of Smartsheet Inc., a Washington corporation (which we refer to as “Smartsheet,” “the Company,” “we,” “us,” or “our”), will be held on December 9, 2024, at 10:00 a.m., Pacific Time (unless the Company Shareholders’ Meeting is adjourned or postponed). Smartsheet shareholders will be able to attend the Company Shareholders’ Meeting virtually via live webcast at www.virtualshareholdermeeting.com/SMAR2024SM. Please note that you will not be able to attend the Company Shareholders’ Meeting physically in person. For purposes of attendance at the Company Shareholders’ Meeting, all references in the enclosed proxy statement to “attendance at the Company Shareholders’ Meeting” or “present at the Company Shareholders’ Meeting” mean virtually attending and present at the Company Shareholders’ Meeting. The Company Shareholders’ Meeting is being held for the following purposes:

Only Smartsheet shareholders of record as of the close of business on October 25, 2024 are entitled to notice of the Company Shareholders’ Meeting and to vote at the Company Shareholders’ Meeting or any adjournment, postponement or other delay thereof.

Whether or not you plan to attend the Company Shareholders’ Meeting virtually, please sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you are a shareholder of record, and you attend the Company Shareholders’ Meeting and vote online during the Company Shareholders’ Meeting, your vote will revoke any proxy that you have previously submitted. If you hold your shares of our common stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

Smartsheet, the enterprise work management platform, empowers organizations to innovate and achieve results quickly and securely at scale through effective collaboration and streamlined workflows. By uniting people, content, and work, Smartsheet provides powerful capabilities that revolutionize the way teams operate. Smartsheet makes outcomes reliable, keeps customer data safe, and ensures users are aligned, making it ideal for organizations seeking efficient, impactful collaborative work management.

Smartsheet’s Class A common stock (which we refer to as “common stock”) is listed on the New York Stock Exchange (which we refer to as “NYSE”) under the symbol “SMAR.” Smartsheet’s Class B common stock is not listed or traded on any stock exchange, and no shares of Class B common stock are outstanding.

Merger Sub is a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than as incidental to its formation and in

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Washington Business Corporation Act (which we refer to as the “WBCA”), if the Merger is completed, Merger Sub will merge with and into Smartsheet, whereupon the separate corporate existence of Merger Sub shall cease, and Smartsheet will continue as the surviving corporation (which we refer to as the “Surviving Corporation”) and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and Smartsheet will no longer file periodic reports with the United States Securities and Exchange Commission (which we refer to as the “SEC”) on account of Smartsheet common stock. In addition, each outstanding share of our common stock (excluding shares held by (i) Parent, Merger Sub, or Smartsheet, or by any direct or indirect wholly owned subsidiary of Parent or Merger Sub, immediately prior to the Effective Time (as defined below) and (ii) any shareholder who has properly exercised and perfected such shareholder’s demand for dissenters’ rights Chapter 23B.13 of the WBCA and who has not effectively withdrawn or forfeited such holder’s dissenters’ rights) will be automatically converted into the right to receive $56.50 per share in cash (which we refer to as the “Merger Consideration”), without interest and less any applicable withholding of taxes. We refer to the shares of our common stock described in clause (i) of the preceding sentence as “Canceled Shares,” and we refer to the shares of our common stock described in clause (ii) of the preceding sentence as “Dissenting Shares.” Following the Merger, you will not own any shares of the capital stock of the Surviving Corporation.

The Merger will become effective at the day and time of the filing and acceptance of the certificate of merger with the Secretary of State of the State of Washington, or at such later time and day as is agreed upon in writing by the parties and specified in the certificate of merger (which we refer to as the “Effective Time”).

Pursuant to the terms of the Merger Agreement, at the Effective Time:

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. In connection with the financing of the Merger, each of Blackstone Capital Partners IX L.P. and Blackstone Capital Partners IX (Lux) SCSp (collectively, “BX IX”), VEPF VIII, and Platinum Falcon (each an “Equity Investor” and collectively the “Equity Investors”) has entered into an equity commitment letter with Parent (each such letter an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), pursuant to which, among other things, the Equity Investors will provide Parent with an equity commitment of up to an aggregate of $4,758,000,000 in cash which may be reduced in accordance with the terms set forth in the Equity Commitment Letters (the “Equity Financing Commitments”). The Equity Financing Commitments will be available to Parent (subject to the terms and conditions set forth therein), together with available cash on hand of Smartsheet and any third party financing obtained by Parent or its affiliates as of the Closing, to fund the payment of (i) the aggregate Merger Consideration, the Vested Option Consideration, the Vested RSU Consideration and the Vested PSU Consideration, and (ii) the fees and expenses, to the extent required to be paid by Parent or Merger Sub in cash on the Closing Date in connection with the Closing. Smartsheet can enforce Parent’s right to cause the equity commitment to be funded under each Equity Commitment Letter against the applicable Equity Investor subject to the terms and conditions of the relevant Equity Commitment Letter and, under the terms of the Merger Agreement, Smartsheet has the right to specifically enforce Parent’s obligation to consummate the Merger, subject to, among other conditions, the satisfaction of the conditions to Parent and Merger Sub’s obligations to consummate the Merger set forth in the Merger Agreement.

Subject to the terms and conditions of the limited guaranties which were entered into by each Equity Investor in favor of Smartsheet on September 24, 2024 (each such guaranty, a “Limited Guaranty” and collectively, the “Limited Guaranties”), each Equity Investor agreed to severally guarantee its pro rata share of the payment of all of the Guaranteed Obligations (as defined below) of Parent or Merger Sub (as applicable) to Smartsheet under the Merger Agreement, subject to a cap equal to (i) $223,412,000 for BX IX; (ii) $186,042,000 for VEPF VIII; and (iii) $95,546,000 for Platinum Falcon.

Under the Merger Agreement, Parent, Merger Sub, and Smartsheet have agreed to use their reasonable best efforts to take all actions that are necessary, proper, or advisable to consummate and make effective, as promptly as reasonably practicable, the Transactions, so as to enable the Closing to occur as promptly as practicable, including by defending or resisting any actions, lawsuits, or other legal proceedings challenging or seeking to enjoin or otherwise prevent the Transactions.

No party may withdraw any filing, or commit to or agree with any governmental entity to stay, toll, or extend, any applicable waiting period or enter into any similar timing agreement, without the prior written consent of the other parties.

Smartsheet’s board of directors (which we refer to as the “Board of Directors”), after careful consideration, including considering the factors more fully described in the enclosed proxy statement, has unanimously (i) determined that it is in the best interests of Smartsheet and the shareholders of Smartsheet, and declared it advisable, to enter into the Merger Agreement; (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, including the Merger, with Smartsheet surviving as a wholly owned subsidiary of Parent, in accordance with the WBCA; (iii) resolved to recommend that Smartsheet’s shareholders approve the Merger Agreement; and (iv) directed that the Merger Agreement be submitted to Smartsheet’s shareholders at the Company Shareholders’ Meeting for their approval.

Prior to the approval of the Merger Agreement by our shareholders, under certain circumstances, the Board of Directors may withdraw or change the foregoing recommendation if it determines in good faith (after consultation with its legal counsel and financial advisors) that failure to do so would be inconsistent with the Board of Directors’ fiduciary duties to Smartsheet shareholders under applicable law. However, the Board of Directors cannot withdraw or change the foregoing recommendation unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent and its representatives in good faith over a four business day period, after which the Board of Directors shall have determined that the failure of the Board of Directors to make a change of recommendation would be inconsistent with the Board of Directors’ fiduciary duties to Smartsheet

Qatalyst Partners LP (which we refer to as “Qatalyst Partners”) delivered its oral opinion to Smartsheet’s Board on September 24, 2024, subsequently confirmed in writing, to the effect that, as of September 24, 2024, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the per share price to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of our common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders.

Both during the Go-Shop Period and after the No-Shop Period Start Date but prior to the approval of the Merger Agreement by our shareholders, we are entitled to terminate the Merger Agreement to enter into a definitive

Except in specified circumstances, whether or not the Merger is completed, Smartsheet, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective fees and expenses incurred in connection with the Transactions.

Smartsheet will be required to pay to Parent a termination fee of $250,000,000 if the Merger Agreement is terminated under specified circumstances (or $125,000,000 under certain specified circumstances during the Go-Shop Period). Parent will be required to pay to Smartsheet a termination fee of $500,000,000 if the Merger Agreement is terminated under specified circumstances.

Parent, Merger Sub, and Smartsheet are entitled, in addition to any other remedy to which they are entitled at law or equity, to an injunction, specific performance, and other equitable relief to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement. Smartsheet has the right, subject to the terms and conditions of the Merger Agreement and the Equity Commitment Letters, to an injunction, specific

A special meeting of shareholders of Smartsheet (which we refer to as the “Company Shareholders’ Meeting”) will be held virtually via live webcast on December 9, 2024, at 10:00 a.m., Pacific Time (unless the Company Shareholders’ Meeting is adjourned or postponed). You may attend the Company Shareholders’ Meeting via the Internet at www.virtualshareholdermeeting.com/SMAR2024SM. Please note that you will not be able to attend the Company Shareholders’ Meeting physically in person. For purposes of attendance at the Company Shareholders’ Meeting, all references in this proxy statement to “attendance at the Company Shareholders’ Meeting” or “present at the Company Shareholders’ Meeting” mean virtually attending and present at the Company Shareholders’ Meeting.

You are entitled to vote at the Company Shareholders’ Meeting if you owned shares of Smartsheet common stock at the close of business on October 25, 2024 (which we refer to as the “Record Date”). You will have one vote at the Company Shareholders’ Meeting for each share of our common stock that you owned at the close of business on the Record Date.

At the Company Shareholders’ Meeting, we will ask shareholders to vote on proposals to approve (i) the Merger Proposal, (ii) the Compensation Proposal, and (iii) the Adjournment Proposal.

As of the Record Date, there were 139,300,914 shares of our common stock outstanding and entitled to vote at the Company Shareholders’ Meeting. The holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote as of the close of business on the Record Date. As of the Record Date, 69,650,458 votes constitute a majority of the issued and outstanding shares of our common stock entitled to vote on the Merger Proposal.

The approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote on such matters that are present in person or represented by proxy at the meeting and are voted for or against the matter.

The approval of the Adjournment Proposal, if necessary or appropriate, requires that the affirmative vote of the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote on such matters that are present in person or represented by proxy at the meeting and are voted for or against the matter.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,713,716 shares of our common stock, representing approximately 1.2% of the shares of our common stock outstanding on the Record Date.

As of the Record Date, an affiliate of Vista Equity Partners, VEPF VIII SPV I, L.P., a Delaware limited partnership (the “Vista Shareholder”) beneficially owned and was entitled to vote, in the aggregate, 6,466,672 shares of our common stock, representing approximately 4.6% of the shares of our common stock outstanding on the Record Date. In connection with the execution of the Merger Agreement, Smartsheet, and the Vista Shareholder entered into a Support Agreement, a copy of which is attached hereto as Annex B, pursuant to which the Vista Shareholder agreed, among other things, to vote its shares of our common stock in favor of the adoption of the Merger Agreement and the approval of the Merger and against any other action, agreement or proposal which to its knowledge would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the other Transactions. The Support Agreement also includes certain restrictions on transfer of its shares of our common stock by the Vista Shareholder.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Company Shareholders’ Meeting by (i) signing another proxy card with a later date and returning it prior to the Company Shareholders’ Meeting; (ii) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; (iii) delivering a written notice of revocation, prior to the Company Shareholders’ Meeting, to our Corporate Secretary at 500 108th Ave NE, Suite 200, Bellevue, Washington 98004; or (iv) attending the Company Shareholders’ Meeting virtually and voting.

If you hold your shares of our common stock in “street name,” you should contact your bank, broker, or other nominee for instructions regarding how to change your vote. You may also vote online at the Company Shareholders’ Meeting if you obtain a “legal proxy” from your bank, broker, or other nominee.

This proxy statement includes certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding the proposed transactions. Forward-looking statements may be identified by the words “intend,” “plan,” “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “believe,” “will,” and similar expressions, are based on Smartsheet’s current expectations, and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results and outcomes to differ include, but are not limited to, the following risks and uncertainties relating to the proposed transactions: the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; uncertainties as to the satisfaction of closing conditions under the Merger Agreement on a timely basis or at all, including the ability to obtain required regulatory and shareholder approvals; uncertainties as to the timing of the transactions; the possibility that competing offers will be made; litigation relating to the transactions; the impact of the Merger on Smartsheet’s business operations; incurrence of unexpected costs and expenses in connection with the transactions; financial or other setbacks if the Merger encounters unanticipated problems; and the risks that the proposed transactions divert management’s attention from Smartsheet’s ongoing business operations.

Other important factors that could cause actual results and outcomes to differ materially from those expressed or implied include, but are not limited to, risks related to: (i) the ability to obtain the requisite approval from shareholders of Smartsheet; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for Smartsheet will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require Smartsheet to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on Smartsheet’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers, and others with whom it does business, its business generally or its stock price; (vii) risks related to diverting management’s attention from Smartsheet’s ongoing business operations or the loss of one or more members of the management team; (viii) the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification, and liability; (ix) Smartsheet’s ability to achieve future growth and sustain its growth rate; (x) Smartsheet’s ability to attract and retain talent; (xi) Smartsheet’s ability to attract and retain customers (including government customers) and increase sales to its customers; (xii) Smartsheet’s ability to develop and release new products and services and to scale its platform; (xiii) Smartsheet’s ability to increase adoption of its platform through our self-service model; (xiv) Smartsheet’s ability to maintain and grow its relationships with channel and strategic partners; (xv) the highly competitive and rapidly evolving market in which it participates; (xvi) Smartsheet’s ability to identify targets for, execute on, or realize the benefits of, potential acquisitions; and (xvii) its international expansion strategies. Further information on risks that could affect Smartsheet’s results is included in its filings with the SEC, including its most recent Quarterly Report on Form 10-Q and its Annual Report on Form 10-K for the fiscal year ended January 31, 2024, and any current reports on Form 8-K that it may file from time to time. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. Except as required by applicable law, Smartsheet assumes no obligation to, and does not currently intend to, update or supplement any such forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date of this communication.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Company Shareholders’ Meeting.

We will hold the Company Shareholders’ Meeting on December 9, 2024, at 10:00 a.m., Pacific Time (unless the Company Shareholders’ Meeting is adjourned or postponed). You can virtually attend, and vote in the Company Shareholders’ Meeting by accessing a virtual live website using the Internet at www.virtualshareholdermeeting.com/SMAR2024SM. Please note that you will not be able to attend the Company Shareholders’ Meeting physically in person. Instructions on how to attend and participate online are provided on the proxy card. We expect check-in to be available starting around 9:45 a.m., Pacific Time, on the day of the Company Shareholders’ Meeting, December 9, 2024, and you should allow ample time for online check-in proceedings. We will have technicians standing by and ready to assist you with any technical difficulties you may have in accessing the virtual live webcast. If you encounter any difficulties accessing the virtual live webcast during the check-in or meeting time, please call the support team at 1-844-986-0822 (toll free) or 303-562-9302 (international).

At the Company Shareholders’ Meeting, we will ask shareholders to vote to approve (i) the Merger Proposal, (ii) the Compensation Proposal, and (iii) the Adjournment Proposal.

Only shareholders of record as of the Record Date are entitled to notice of the Company Shareholders’ Meeting and to vote at the Company Shareholders’ Meeting. As of the Record Date, there were 139,300,914 shares of our common stock outstanding and entitled to vote at the Company Shareholders’ Meeting. A complete list of registered shareholders as of the close of business on the Record Date will be available for inspection by shareholders of record 10 days prior to the Company Shareholders’ Meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m. Pacific Time at 500 108th Ave NE, Suite 200, Bellevue, WA 98004 and during the entirety of the Company Shareholders’ Meeting online at www.virtualshareholdermeeting.com/SMAR2024SM. The list of shareholders will also be made available for inspection upon request via email to our Investor Relations Department at investorrelations@smartsheet.com (subject to satisfactory verification of shareholder status).

The shareholders holding at least a majority of the total voting power of all outstanding shares of common stock present at the Company Shareholders’ Meeting via the virtual meeting website or represented by proxy and entitled to vote thereat will constitute a quorum at the Company Shareholders’ Meeting. In the event that a quorum is not present at the Company Shareholders’ Meeting, it is expected that the meeting will be adjourned to solicit additional votes.

The approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matters that are present in person or represented by proxy at the meeting. Accordingly, shares deemed not in attendance at the Company Shareholders’ 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 broker non-votes will have no effect on the outcome of the Compensation Proposal. Abstentions will also have no effect on the Compensation Proposal.

The approval of the Adjournment Proposal, if necessary or appropriate, requires the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matters that are present in person or represented by proxy at the meeting. Accordingly, shares deemed not in attendance at the Company Shareholders’ 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 broker non-votes will have no effect on the outcome of the Adjournment Proposal. Abstentions will also have no effect on the Adjournment Proposal.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,713,716 shares of our common stock, representing approximately 1.2% of the shares of our common stock outstanding on the Record Date.

If you are a shareholder of record (that is, if your shares of our common stock are registered in your name with our Transfer Agent), there are four ways to vote:

You can then cast your votes by following the prompts provided by the website. If you attend the Company Shareholders’ Meeting and vote online during the meeting, your vote will revoke any proxy that you have previously submitted.

You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares of our common stock according to your directions.

If you are a beneficial owner and your shares of our common stock are held in “street name” through a bank, broker, or other nominee, you may vote:

Even if you plan to attend the Company Shareholders’ Meeting virtually, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote your shares of our common stock that you beneficially own, you may still vote your shares of our common stock online at the Company Shareholders’ Meeting even if you have previously voted by proxy. If you are present at the Company Shareholders’ Meeting virtually and vote online during the Company Shareholders’ Meeting, your previous vote by proxy will not be counted.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Company Shareholders’ Meeting by:

If you have submitted a proxy, your appearance at the Company Shareholders’ Meeting virtually, in the absence of voting online during the Company Shareholders’ Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you are a beneficial owner and hold your shares of our common stock in “street name,” you should contact your bank, broker, or other nominee for instructions regarding how to change your vote. You may also vote online at the Company Shareholders’ Meeting if you obtain a “legal proxy” from your bank, broker, or other nominee.

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

The expense of soliciting proxies will be borne by Smartsheet. We have retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Company Shareholders’ Meeting at a cost of approximately $40,000, plus a success fee of $20,000 and expenses, as well as additional fees in certain circumstances. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers, and other nominees representing beneficial

Assuming timely satisfaction of necessary closing conditions, including the approval by our shareholders of the Merger Proposal, we anticipate, but cannot guarantee, that the Merger will be consummated in the fourth quarter of the Company’s fiscal year ending on January 31, 2025.

At this time, we know of no other matters to be voted on at the Company Shareholders’ Meeting. If any other matters properly come before the Company Shareholders’ Meeting, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy materials with respect to two or more shareholders sharing the same address by delivering a single set of proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. A single set of proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

We will promptly deliver a separate copy of these proxy materials to any shareholder upon request submitted in writing to us at our principal offices at Investor Relations, 500 108th Ave NE, Suite 200, Bellevue, Washington 98004.

If two or more shareholders sharing the same address are currently receiving multiple copies of proxy materials and would like to receive only one copy for their household, the shareholders should contact their bank, broker, or other nominee record holder, or contact us as instructed above.

If you have any questions concerning the Merger, the Company Shareholders’ Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

We are asking you to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Smartsheet, whereupon the separate corporate existence of Merger Sub shall cease, and Smartsheet will become a wholly owned subsidiary of Parent.

Under applicable law, we cannot complete the Merger without the affirmative vote in favor of this Merger Proposal by the holders of a majority of the total issued and outstanding shares of our common stock as of the Record Date. If you abstain from voting, fail to cast your vote (online during the Company Shareholders’ Meeting or by proxy), or fail to give voting instructions to your brokerage firm, bank, trust, or other nominee, it will have the same effect as a vote against the Merger Proposal.

The vote on this proposal is a vote separate from the votes on the proposal to adopt the Merger Agreement and the proposal to approve adjournment of the virtual special meeting. Accordingly, you may vote to approve either of the other proposals and vote not to approve this proposal, and vice versa. Approval of this proposal is not a condition to completion of the Merger.

Because the vote on this proposal is only advisory in nature, it will not be binding on either Smartsheet or Parent regardless of whether the proposed Merger is completed. Further, since the underlying compensation plans and arrangements described herein are contractual in nature, such compensation may be payable regardless of the outcome of this advisory vote, subject only to the terms and conditions applicable thereto, if the proposed Merger is completed.

We are asking you to approve a proposal to adjourn the Company Shareholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Shareholders’ Meeting. If shareholders approve this Adjournment Proposal, we could adjourn the Company Shareholders’ Meeting and any adjourned session of the Company Shareholders’ Meeting and use the additional time to solicit additional votes, including proxies from shareholders that have previously returned properly executed proxies voting against approval of the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the Merger Proposal such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Company Shareholders’ Meeting without a vote on the approval of the Merger Proposal and seek to convince the shareholders of those shares of our common stock to change their votes to votes in favor of approval of the Merger Proposal. Additionally, we could seek to adjourn the Company Shareholders’ Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Company Shareholders’ Meeting.

We do not anticipate calling a vote on this proposal if the Merger Proposal is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock as of the Record Date.

This discussion of the Merger Agreement and the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Smartsheet, the enterprise work management platform, empowers organizations to innovate and achieve results quickly and securely at scale through effective collaboration and streamlined workflows. By uniting people, content, and work, Smartsheet provides powerful capabilities that revolutionize the way teams operate. Smartsheet makes outcomes reliable, keeps customer data safe, and ensures users are aligned, making it ideal for organizations seeking efficient, impactful collaborative work management. Smartsheet’s principal executive offices are located at 500 108th Ave NE, Suite 200, Bellevue, Washington 98004, and its telephone number is (844) 324-2360. Smartsheet maintains a website at www.smartsheet.com. Information included on or accessible through Smartsheet’s website does not constitute a part of this proxy statement and, therefore, is not incorporated herein by reference.

Smartsheet’s common stock is listed on NYSE under the symbol “SMAR.”

Parent is a Delaware corporation that was formed solely for the purpose of entering into the Merger Agreement and consummating the Transactions. Parent has not conducted any business operations other than in connection with its formation, the maintenance of its existence, and the Transactions.

Parent’s principal executive offices are located at Four Embarcadero Center, 20th Floor, San Francisco, California 94111, and its telephone number is (415) 765-6500. 

Merger Sub is a Washington corporation and a wholly owned subsidiary of Parent that was formed solely for the purpose of entering into the Merger Agreement and consummating the Transactions. Merger Sub has not conducted any business operations other than in connection with its formation, the maintenance of its existence, and the Transactions. Upon the consummation of the Transactions, Merger Sub will cease to exist.

Merger Sub’s principal executive offices are located at Four Embarcadero Center, 20th Floor, San Francisco, California 94111, and its telephone number is (415) 765-6500. 

Blackstone Inc.’s principal executive offices are located at 345 Park Avenue, New York, New York 10154, and its telephone number is (212) 583-5000. 

Blackstone Inc. is one of the world’s leading investment firms.

VEPF VIII’s principal executive offices are located at Four Embarcadero Center, 20th Floor, San Francisco, California 94111, and its telephone number is (415) 765-6500. 

VEPF VIII, Parent, and Merger Sub are each affiliates of Vista Equity Partners. Vista Equity Partners is a leading private equity firm focused on investments in software, data, and technology-enabled companies.

Platinum Falcon is an indirect wholly owned subsidiary of ADIA. ADIA is a public institution established as an independent investment institution in 1976 by the Government of the Emirate of Abu Dhabi.

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, at the Effective Time, Merger Sub will merge with and into Smartsheet, whereupon the separate corporate existence of Merger Sub shall cease, and Smartsheet will continue its corporate existence under Washington Law as the Surviving Corporation and a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from NYSE, and will be deregistered under the Exchange Act, and Smartsheet will no longer file periodic reports with the SEC on account of Smartsheet common stock. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing and acceptance of the certificate of merger with the Secretary of State of the State of Washington, or at such later date and time as is agreed upon in writing by the parties and specified in the certificate of merger.

If the Merger Agreement is not adopted by our shareholders or if the Merger is not completed for any other reason:

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of the shares of our common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Smartsheet’s business operations, strategic direction, and capitalization, among other things, and will make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger Agreement is not adopted by our shareholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Smartsheet’s business, prospects, or results of operation will not be adversely impacted.

At the Effective Time, by virtue of the Merger, each outstanding share of our common stock (other than the Canceled Shares and the Dissenting Shares) shall be automatically converted into the right to receive the Merger Consideration, without interest (and after giving effect to any required tax withholdings).

As part of our ongoing consideration and evaluation of Smartsheet’s long-term strategic goals and plans, the Board of Directors and our senior management periodically review our operations and financial performance, as well as overall industry conditions, and their effect on those strategic goals and plans. This review has included, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, in each case, with a view towards enhancing shareholder value. In addition, Smartsheet has from time to time received unsolicited inquiries from financial sponsors that were interested in exploring a potential acquisition of our company.

On June 12, 2023 and June 20, 2023, Mark Mader, our Chief Executive Officer, met separately with representatives of Blackstone and Vista, respectively, (which we refer to collectively as the “Consortium”), during which they discussed aspects of our business and strategic opportunities. Mr. Mader informed the members of the Board of Directors of these discussions. Vista and Blackstone had not yet formed the Consortium at the time of these initial meetings nor had discussions with each other about jointly pursuing a deal with our company.

In August 2023, Mr. Mader met with a representative of another financial sponsor (“Party A”), during which the representative provided background on Party A, and Mr. Mader and the representative discussed our business.

In August 2023 and again in September 2023, Mr. Mader met with a representative of Vista to discuss aspects of our business.

On December 5, 2023, the Board of Directors held a regularly scheduled meeting at which members of our senior management and, at the invitation of the Board of Directors, representatives of Qatalyst Partners and another investment bank were each present for different portions of the meeting. Each of Qatalyst Partners and the other investment bank discussed the collaborative work management market and considerations related to strategic transactions in our industry with the Board of Directors.

On January 21, 2024, representatives of the Consortium called Mr. Mader. During the call, the representatives stated that they both were very interested in acquiring our company, and informed Mr. Mader that he may receive a written proposal from them in the near future.

On January 23, 2024, the Board of Directors held a meeting at which members of our senior management and, at the invitation of the Board of Directors, representatives of Qatalyst Partners and Fenwick & West LLP, our outside legal counsel (“Fenwick”), were present. The Board of Directors invited Qatalyst Partners to join the meeting based on its extensive expertise, knowledge of the industry in which our company operates and experience advising technology companies in connection with potential strategic transactions, Representatives of Qatalyst Partners then discussed preliminary market perspectives on potential strategic alternatives. At this meeting, Mr. Mader reviewed with the Board of Directors his January 21st discussion with representatives of the Consortium.

On January 24, 2024, the Consortium submitted a non-binding indication of interest to acquire all of the outstanding shares of our common stock for $56.25 per share in cash (the “January 24 Proposal”), subject to customary due diligence. The proposed price per share represented a premium of approximately 21% over $46.41, the closing price for shares of our common stock on the NYSE on such date.

On January 25, 2024, the Board of Directors held a meeting at which members of our senior management, Qatalyst Partners (for a portion of the meeting) and Fenwick were present. At this meeting, a representative of Fenwick reviewed with the Board of Directors its fiduciary duties in evaluating the January 24 Proposal. The Board of Directors and members of our senior management then reviewed a forecast of our financial results through fiscal year 2027, which had been prepared by our management in the ordinary course of business, and discussed opportunities and risks in executing our plan as an independent company. The representatives of Qatalyst Partners then joined the meeting, and the Board of Directors discussed the January 24 Proposal in light of our prospects as an independent company and analyst consensus estimates. The Board of Directors also discussed organizational changes and changes in our pricing and packaging model that had not yet been publicly announced, the anticipated timing for the transition of our existing business to this new model and the potential effect of these pending announcements on investors’ perceptions of our company. The Board of Directors then discussed the desirability of waiting until the announcement of these developments before considering a sale process. The Board of Directors also discussed the potential risks and benefits of engaging in substantive discussions with the Consortium at this time, including the risk that engaging in further discussions with the Consortium, or engaging in a broader outreach, could distract us from executing on our standalone plan. After the discussion, the Board of Directors determined to reject the January 24 Proposal, and instructed representatives of Qatalyst Partners to inform representatives of the Consortium that the January 24 Proposal was not sufficient for our company to engage in further discussions at that time. Representatives of Qatalyst Partners conveyed that message to representatives of the Consortium later that day as instructed by the Board of Directors.

On February 2, 2024, a representative of Blackstone called Mr. Mader to discuss Blackstone’s continued interest in our company.

On February 14, 2024, Mr. Mader had lunch with a representative of Party A at the invitation of Party A, during which they further discussed our business and Party A’s approach to investing in companies. Party A did not make any proposal to acquire our company at such time.

On March 14, 2024, after the close of trading on the NYSE, we announced our results of operations for the fourth quarter of our fiscal year 2024, delivering revenue, operating income, free cash flow, and net income above analyst consensus estimates, but guiding first quarter 2025 revenue below analyst consensus estimates. While fourth quarter 2024 year-over-year revenue growth was 21%, net bookings (an indicator of future revenue performance, which we define as gross bookings from new and returning customers and expansion from existing customers, less churn and contraction) declined by 19% year-over-year. We also announced changes to our executive leadership team, including the hiring of a new President, GTM and upcoming departures of our Chief Revenue Officer and Chief Marketing Officer. The next day, the closing price for shares of our common stock on the NYSE was $37.52, a 7% decline over the prior trading day.

On March 25, 2024, a representative of Kirkland & Ellis LLP (“Kirkland”), outside counsel to Vista, notified us in writing that Vista had begun acquiring shares of our common stock through open market transactions, and that it intended to file a notification letter (as required under the HSR Act) with United States antitrust authorities on or about such date.

On March 26, 2024, Mr. Mader met with representatives of Vista to further discuss Vista’s March 25, 2024 letter notice that was sent to our company under the HSR Act.

On May 15, 2024, Vista and its affiliates publicly disclosed on their periodic Form 13F filing that their position, as of March 31, 2024, had increased from 363,271 shares to 2,122,800 shares, approximately 1.5% of our shares outstanding. This accumulation was noted by market analysts.

On June 5, 2024, following the close of trading on the NYSE, we announced our results for operations for the first quarter of our fiscal year of 2025. During the call, we announced significant changes in our pricing and packaging model. We also disclosed that our company delivered revenue, operating income, free cash flow, and net income above analyst consensus estimates and guiding second quarter 2025 revenue approximately in-line with analyst consensus estimates. While first quarter 2025 year-over-year revenue growth was 20%, net bookings (an indicator of future revenue performance) again declined 19% year-over-year. The next day, the price for shares of our common stock on the NYSE increased by 17%, closing at $44.27.

On June 18, 2024, Mr. Mader met with representatives of another financial sponsor (“Party B”) at the invitation of Party B, and discussed aspects of our business and Party’s B investment approach. Party B did not make any proposal to acquire our company at such time.

On June 27, 2024, the Board of Directors held a meeting at which members of our senior management and representatives of Fenwick were present. At this meeting, Mr. Mader updated the Board of Directors on his conversations with members of the Consortium, including the June 24 dinner. A representative of Fenwick reviewed with the Board of Directors its fiduciary duties in connection with a potential acquisition transaction and considerations with respect to a process for such a transaction. The Board of Directors also discussed whether to engage Qatalyst Partners as our financial advisor with respect to a potential sale of our company and considered the terms of such an engagement. After the discussion, the Board of Directors approved the engagement of Qatalyst Partners as our financial advisor based on its extensive expertise, knowledge of the industry in which our company operates and experience advising technology companies in connection with potential strategic transactions. The Board of Directors also reviewed a forecast of our financial results through fiscal year 2027 (the “Three Year Forecast”), which had been prepared by our management in the ordinary course of business.

At the same meeting, the Board of Directors discussed establishing a committee of the Board of Directors to oversee our strategic process. After discussion, the Board of Directors approved the formation of a committee (the “Transaction Committee”), comprised of independent directors Mike Gregoire, Matt McIlwain, Katie Rooney and Khozema Shipchandler, to facilitate the Board of Directors’ active involvement in our company’s discussions and consideration of strategic alternatives, including potential negotiations with the Consortium (or any other party), but without authority to approve any transaction. The Transaction Committee was not created to address any actual or perceived conflict of interest, and the members of the Transaction Committee were not paid any additional compensation for serving on the Transaction Committee.

On June 28, 2024, we executed an engagement letter with Qatalyst Partners on the terms approved by the Board of Directors.

On July 1, 2024, representatives of the Consortium informed representatives of Qatalyst Partners that the Consortium may submit a revised proposal to acquire our company after July 4, 2024.

On July 8, 2024, the Consortium submitted a non-binding indication of interest to acquire all the outstanding shares of our common stock for $56.50 per share in cash, subject to due diligence and the negotiation of a definitive acquisition agreement (the “July 8 Proposal”). The proposed per share consideration represented a premium of approximately 29% over the $43.73 closing price for shares of our common stock on that date, a 36% premium over our 30-day volume-weighted average price (“VWAP”) as of that date and a 40% premium over our 60-day VWAP as of that date. The July 8 Proposal provided that the acquisition would be financed with a combination of equity and debt financing from third-party lenders, with a substantial portion of the equity necessary coming from the Consortium, and the remainder being funded by select co-investors to be determined later. The July 8 Proposal also indicated that the Consortium was highly confident that it could obtain the requisite debt financing commitments prior to signing a definitive transaction agreement. In addition, the July 8 Proposal provided that the Consortium expected our company to agree to negotiate with the Consortium on an exclusive basis, but that they would be willing to include a “go-shop” provision in the definitive agreement. Finally, the July 8 Proposal indicated that it was not contingent on any individual signing an employment agreement before closing.

On the same day, representatives of Qatalyst Partners discussed the July 8 Proposal with representatives of the Consortium, including among other things the Consortium’s proposed sources of financing for the proposed transaction.

On July 9, 2024, the Transaction Committee held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners, and other members of the Board of Directors, were present. At this meeting, representatives of Qatalyst Partners summarized the July 8 Proposal, our stock performance since our initial public offering and its perspectives on the current market environment. Representatives of Qatalyst Partners also reviewed with the Board of Directors a preliminary analysis of the July 8 Proposal from a financial point of view, based on the Three Year Forecast. The Transaction Committee then considered, together with representatives of Qatalyst Partners and Fenwick, the response to the Consortium, and whether it would be in the best interests of our company and shareholders to approach other financial sponsors and strategic parties to determine their interest in pursuing an acquisition of our company. During these considerations, representatives of Fenwick advised the Transaction Committee on the fiduciary duties of directors in such a context, and members of management and representatives of Qatalyst Partners provided their perspectives on the financial sponsors and strategic parties that could have an interest in an acquisition of our company and would most likely have the ability to consummate a transaction of this size and nature, including based on the regulatory, financing, and other execution risks applicable to each party. The Transaction Committee noted that since the January 24 Proposal, our share price had declined 6%, the multiple that our share price represented of our next-12 months’ revenues based on analyst consensus estimates had declined 11%, our net bookings had continued to decline and that analyst consensus estimates for next-12 months’ revenue growth had declined from 19% to 16%. In the same period, the indexed share price and median revenue multiples of other comparable SaaS software companies had also declined. The Transaction Committee also discussed risks and opportunities we faced as an independent company including (i) the risks that our shareholders may not see the benefit of changes to our recently announced pricing and packaging model, or that such benefits may be delayed, (ii) the risks of successfully executing our recently announced go-to-market strategy, (iii) recent changes in our executive leadership, (iv) increasing competition from both existing competitors and entry by large, well-capitalized technology platforms, (v) the risks associated with sustained low levels of per seat spending within our customer base and (vi) the implications for future revenue growth of recent trends in key metrics including decreasing upsell activity, increasing downsell activity and declining net bookings. The Transaction Committee also considered (i) the fact that the July 8 Proposal presented the opportunity to negotiate a “go-shop” provision (i.e., the right to actively solicit alternative acquisition proposals for a specified period following execution of a definitive agreement) in the event that we were to enter into a definitive acquisition agreement with the Consortium, (ii) the risk that pursuing a sale process would distract our senior management from executing our strategic priorities to enhance shareholder value, and (iii) the risk that outreach could lead to media leaks and market speculation on the process that could have a negative impact on our business. After this discussion, the Transaction Committee determined that it would not enter into exclusive negotiations with the Consortium, and to approach Party A, Party B, one additional financial sponsor (“Party C”) and one strategic party (“Party D”) to

Later that day, representatives of Qatalyst Partners informed the Consortium members that we would not agree to any exclusivity period prior to execution of a definitive agreement, but that we would be willing to provide the Consortium members with access to non-public financial due diligence information and access to our senior management team, with the expectation that following such due diligence, the Consortium would provide a revised proposal on July 26, 2024 thereafter. In addition, later that day, representatives of Qatalyst Partners contacted each of the four additional parties to determine whether they would be interested in evaluating an acquisition of our company. Representatives of Party A and Party B spoke with representatives of Qatalyst Partners and expressed an interest in evaluating such a transaction.

On July 11, 2024, representatives of Party D spoke with representatives of Qatalyst Partners and expressed an interest in evaluating such a transaction.

On July 12, 2024, a representative of Party C informed a representative of Qatalyst Partners that it was not in a position to evaluate or pursue an acquisition of our company.

From July 12 to July 16, 2024, we entered into confidentiality agreements with each of Vista, Blackstone, Party A and Party B. All of these confidentiality agreements contained customary standstill provisions that expired upon our entry into a definitive agreement for a sale of our company, and none of these confidentiality agreements included a so-called “don’t ask – don’t waive” provision. In addition, we decided to provide confidential information to Party D subject to the terms of a previously executed confidentiality agreement, which did not contain a stand-still provision or so-called “don’t ask – don’t waive” provision.

From July 15 to July 16, 2024, we provided Blackstone, Vista, Party A, Party B and Party D with access to an electronic data room containing non-public financial information about our company, including among other things, a management presentation with detailed information on our product roadmap, new pricing model, go-to-market plans, as well as the Three Year Forecast.

On July 16, 2024, the Transaction Committee held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners, and other members of the Board of Directors, were present. During this meeting, representatives of Qatalyst Partners updated the Transaction Committee on the status of discussions with the Consortium and each of the other parties that it had contacted to assess their interest a potential transaction, including noting that Party C had indicated that it would not be in a position to evaluate an acquisition of us. The representatives of Qatalyst Partners then informed the Transaction Committee that Blackstone had requested approval to provide confidential information to three of its limited partners, including Platinum Falcon, in connection with the process pursuant to the terms of the confidentiality agreements between us and each of Blackstone and Vista. After a discussion, the Transaction Committee approved the request with respect to these three limited partners, on a non-exclusive basis, and directed our senior management and Qatalyst Partners to continue engaging with the Consortium members to generate an acquisition proposal that would provide superior value for our shareholders.

On July 17, 2024, the closing price for shares of our common stock on the NYSE was $45.34 (the “Unaffected Price”). The next day, prior to the close of trading, Reuters published an article stating that we had attracted

On July 19, 2024, a representative of Party B informed a representative of Qatalyst Partners that it was not interested in further considering an acquisition of our company because it was not in a position to offer a premium to the trading price of our shares of common stock given the risks it perceived from our recent retention trends and growth deceleration. On the same day, a representative of a financial sponsor (“Party E”) which was of a smaller scale than each of Blackstone and Vista contacted a representative of Qatalyst Partners and indicated that Party E was interested in evaluating a potential acquisition of our company. Representatives of Qatalyst Partners kept the Transaction Committee regularly apprised of these contacts and discussions as well as each of the additional contacts and discussions described below.

Also on July 19, 2024, our senior management made a presentation to representatives of the Consortium members during which we discussed, among other things, the information in the Management Presentation.

On July 22, 2024, our senior management held follow-up due diligence meetings with representatives of the Consortium members relating to our products and technology and financial results. In the meeting focused on financial results, the representatives of the Consortium members asked questions regarding headwinds the business has been facing related to the consistent deceleration of upsell bookings and increase in downsell bookings across our enterprise and SMB segments, which contributed to the year-over-year declines in net bookings in recent periods, and our senior management responded to these questions.

On July 23, 2024, our senior management held management meetings with each of Party A and Party D. The next day, our senior management had follow-up due diligence meetings with each of these parties.

On July 26, 2024, representatives of the Consortium members informed representatives of Qatalyst Partners that the Consortium would not be able to submit a revised proposal to acquire our company on that date, as had previously been requested by Qatalyst Partners, and that they needed more time to better understand the trajectory of our bookings, the financial impact of the changes to our pricing and packaging model, and our anticipated results of our fiscal quarter ended July 31, 2024. On the same day, a representative of Party D informed representatives of Qatalyst Partners that Party D was not interested in further considering an acquisition of our company due to its view that an acquisition would provide insufficient synergy opportunities and present execution and integration risks.

On July 27, 2024, a representative of Party A informed representatives of Qatalyst Partners that Party A was not interested in further considering an acquisition of our company because it was not in a position to offer a premium to the trading price of our shares of common stock given the risks it perceived from the recent transitions in our business, including the changes to our executive team and our pricing and packaging model. The closing price for shares of our common stock on July 26 was $48.40.

On July 29, 2024, the Transaction Committee held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners, and other members of the Board of Directors, were present. At this meeting, representatives of Qatalyst Partners updated the Transaction Committee on the status of our strategic process, including that the Consortium had requested more time and diligence materials to evaluate our company before making a revised proposal and that each of the other parties that Qatalyst Partners had contacted at the request

On July 30, 2024, we entered into a confidentiality agreement with Party G and provided Party G with access to the virtual data room. The confidentiality agreement included a customary standstill provision that expired upon our entry into a definitive agreement for a sale of our company, and did not include a “don’t ask – don’t waive” provision. On the same day, a representative of Party E informed a representative of Qatalyst Partners that it was no longer interested in discussing a potential acquisition of our company at that time, but that it may be interested in evaluating a potential transaction later in the year.

From July 30 to August 13, 2024, we conducted additional due diligence meetings with representatives of the Consortium and provided additional financial due diligence information, including flash results of our fiscal quarter ended July 31, 2024.

On August 1, 2024, a representative of Party H spoke with Mr. Godbole and again noted its interest in discussing a potential acquisition of our company and indicated that they had an investment in a competitor of ours.

On August 7, 2024, a representative of Party G informed a representative of Qatalyst Partners that it was not interested in further considering an acquisition of our company, indicating that due to recent trends in our business they would not be able to offer a premium to the current trading price of our shares of common stock. The closing price for shares of our common stock on August 7 was $44.64.

On August 8, 2024, the chief executive officer of a strategic party (“Party I”) contacted Mr. Mader to express interest in potentially making a proposal for a business combination transaction, but did not make any proposal at that time.

On August 13, 2024, Qatalyst Partners provided the Board of Directors a customary disclosure letter describing certain relationships between Qatalyst Partners, on the one hand, and our company, the Consortium and other potentially interested parties on the other hand.

On August 14, 2024, Vista and its affiliates publicly disclosed on their periodic Form 13F filing that, as of June 30, 2024, their position had increased from 2,122,800 shares to 6,466,672 shares, approximately 4.7% of our shares outstanding. This accumulation was again noted by market analysts.

On August 21, 2024, the Consortium submitted a revised non-binding indication of interest to acquire all of the outstanding shares of our common stock for $56.50 in cash, subject to confirmatory due diligence and the negotiation of a definitive agreement (the “August 21 Proposal”). The Consortium indicated that the August 21

On August 22, 2024, the chief executive officer of Party I spoke with representatives of Qatalyst Partners about the current status of the potential sale process and the feasibility of Party I making a definitive proposal. During this discussion, the executive said Party I would not enter into a confidentiality agreement with us or make a proposal to acquire our company at such time because it would need significantly more time to evaluate such a proposal.

On August 23, 2024, the Transaction Committee held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners, and other members of the Board of Directors, were present. At this meeting, representatives of Qatalyst Partners reviewed the outreach that it had conducted to Parties A, B, C and D, and the inbound interest that it had received following the July 18, 2024 media reports. The representatives of Qatalyst Partners then discussed the terms of the August 21 Proposal, including the Consortium’s request for exclusive negotiations, and reviewed a preliminary financial analysis of the August 21 Proposal, based on the Financial Projections. The Transaction Committee and representatives of Qatalyst Partners then discussed the potential response to the Consortium. As part of this discussion, it was noted that the Consortium had indicated their view that the $56.50 price per share included in the August 21 Proposal was a “best and final” offer for our company, and therefore, it was unlikely that a counterproposal from the Board of Directors would result in the Consortium providing a further increase in its price. The Transaction Committee also discussed its belief that the Consortium was unlikely to abandon the August 21 Proposal if our company declined to enter into exclusive negotiations with respect to the August 21 Proposal. A representative of Fenwick then reviewed with the Board of Directors its fiduciary duties in evaluating the request for exclusivity, and in considering a “go-shop” provision. After this discussion, the Transaction Committee instructed Qatalyst Partners to inform the Consortium that we would proceed to provide confirmatory due diligence information to the Consortium and negotiate a definitive agreement on the terms set forth in the August 21 Proposal, provided that we would not enter into exclusivity and that the definitive agreement would provide for (i) a 45-day “go-shop” period (and the Transaction Committee authorized Qatalyst Partners to offer that the “go-shop” could be limited to third parties with whom we had not entered into a confidentiality agreement with respect to a potential acquisition proposal within the three-month period ending on the date of the Merger Agreement), (ii) a termination fee payable by us under certain circumstances equal to 3.0% of equity value (or 1.5% of equity value during the go-shop period, other than in connection with a termination to enter into an acquisition agreement with certain parties with whom we had already engaged in discussions, and to whom we had provided confidential materials, as part of the current strategic process) and (iii) a reverse termination fee payable by the Consortium under certain circumstances equal to 6.0% of equity value.

Later that day, at the direction of the Transaction Committee, representatives of Qatalyst Partners spoke with representatives of the Consortium, and indicated that our company would not enter into an agreement to negotiate on an exclusive basis with the Consortium, and discussed the go-shop and termination fee terms that the Transaction Committee would require for a potential transaction as described above. After discussions, the Consortium confirmed it would proceed with non-exclusive negotiations regarding an acquisition of our company for $56.50 per share, and that the definitive agreement would contain the go-shop and termination fee provisions required by the Transaction Committee.

On August 24, 2024, representatives of the Consortium delivered an initial confirmatory due diligence request list to Qatalyst Partners, including a request for meetings to discuss operational, product, accounting and legal due diligence. On the same day, we approved the Consortium’s outreach to certain potential debt financing sources on a non-exclusive basis.

On August 27, 2024, the Board of Directors held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners were present. At the meeting, representatives of Qatalyst Partners updated the Board of Directors on the status of negotiations with the Consortium and summarized the Consortium’s confirmatory due diligence requests. The Board of Directors instructed representatives of Fenwick to prepare an initial draft of the Merger Agreement, and to contact the Consortium’s legal advisors to commence negotiation of the Merger Agreement.

Later that day, representatives of Fenwick held a call with Kirkland and Simpson Thacher & Bartlett LLP, outside counsel to Blackstone (“STB”), to discuss the process for negotiations of the definitive acquisition agreements. In addition, we provided the Consortium access to an expanded virtual data room containing materials responding to the Consortium’s confirmatory due diligence request list.

On August 30, 2024 and September 3, 2024, members of our management held due diligence calls with representatives of the Consortium and their third-party advisors, and from then through September 23, 2024, members of our management held additional due diligence calls, responded to confirmatory due diligence requests from the Consortium and uploaded responsive documents to the virtual data room.

On September 4, 2024, representatives of Fenwick delivered an initial draft of the Merger Agreement to representatives of Kirkland and STB, which, among other things, provided for (i) a 45-day go-shop period during which we would be permitted to solicit alternative proposals from third parties with whom we had not entered into a confidentiality agreement with respect to a potential acquisition proposal within the three-month period ending on the date of the Merger Agreement, (ii) a termination fee payable by us under certain circumstances equal to 3.0% of equity value (or 1.5% of equity value under certain circumstances during the go-shop period), (iii) a reverse termination fee equal to 6.0% which would be payable by the Consortium under certain circumstances, and (iv) an affirmative duty for the Consortium to litigate against regulatory challenges to the Merger and to refrain from making acquisitions that would impose a delay in the obtaining of, or increase the risk of not obtaining, required regulatory approvals.

Later on September 4, 2024, Mr. Mader met with representatives of the Consortium to discuss the due diligence process.

On September 5, 2024, prior to the close of trading, a media report stated that a private equity consortium including Blackstone and Vista was engaged in discussions to acquire our company. That day, the closing price for our shares of common stock was $49.35, an increase of approximately 4% over the closing price for our shares of common stock on the previous trading day. Following the close of trading, we announced our results of operations for the second quarter of our fiscal year of 2025, including subscription revenue, operating income, free cash flow, and net income above analyst consensus estimates, while delivering professional services revenue below analyst consensus estimates. We lowered our professional services revenue guidance from 5% to 4.5% of total fiscal 2025 revenue while maintaining our existing full-year revenue guidance. While second quarter 2025 year-over-year revenue growth was 17%, net bookings (an indicator of future revenue performance) declined 11% year-over-year.

On September 7, 2024, the chief executive officer of Party I contacted Mr. Gregoire to discuss its interest in potentially submitting a proposal to acquire our company for consideration consisting of half cash and half stock of Party I. The representative of Party I indicated that Party I had not engaged a financial advisor or external legal counsel with respect to any such proposal.

On September 9, 2024, representatives of Party I further discussed Party I’s interest in pursuing a proposal to acquire our company with representatives of Qatalyst Partners, the feasibility of making a competitive proposal at that time, and the potential timing of any such proposal.

On September 10, 2024, a representative of Party I informed representatives of Qatalyst Partners that it would not be pursuing an acquisition of our company at that time but would consider doing so if and when a definitive agreement was announced between our company and a third party.

Later that day, representatives of Kirkland and STB delivered proposed revisions of the Merger Agreement to Fenwick, which contemplated, among other terms, (i) that during the go-shop period we would not be able to solicit alternative proposals from third parties with whom we had discussed a potential acquisition proposal after March 31, 2024, whether or not we had entered into a confidentiality agreement with such parties, (ii) that the reverse termination fee would only be payable if Parent failed to consummate the Merger after the conditions of the Merger had been satisfied, and (iii) removal of the Consortium’s obligations to litigate against regulatory challenges and refrain making acquisitions would impose a delay in the obtaining of, or increase the risk of not obtaining, required regulatory approvals.

On September 11, 2024, Qatalyst Partners provided the Board of Directors with an updated customary disclosure letter describing certain relationships between Qatalyst Partners, on the one hand, and our company, the Consortium, Platinum Falcon and other potential co-investors, on the other hand.

On September 13, 2024, the Transaction Committee held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners, and other members of the Board of Directors, were present. At the meeting, members of our senior management and representatives of Qatalyst Partners updated the Transaction Committee on the status of confirmatory due diligence discussions with the Consortium. A representative of Fenwick then reviewed with the Transaction Committee and the other members of the Board of Directors who were present the material terms of the draft Merger Agreement, including the material open terms that were still under negotiation with the Consortium.

Later that day, representatives of Fenwick delivered a revised draft of the Merger Agreement to Kirkland and STB. The revised draft provided, among other things, that (i) we would be permitted to solicit alternative proposals from parties who, among other things, had not signed an confidentiality agreement after March 31, 2024, (ii) the reverse termination fee would be payable if a breach by Parent was the primary cause of a failure of the conditions to the Merger to be satisfied, and (iii) reinstated the obligations of the Consortium to litigate regulatory challenges and to refrain from undertaking transactions that would increase the risk of delaying or failing to obtain required regulatory approvals.

Also on September 13, 2024, prior to the close of trading, a media report stated that Blackstone and Vista were seeking $3.2 billion in private debt to fund an acquisition of our company. That day, the closing price for shares of our common stock was $52.22, an increase of approximately 3% over the closing price for our shares of common stock the previous trading day.

On September 14, 2024, representatives of Fenwick delivered to Kirkland and STB an initial draft of the disclosure letter relating to the draft Merger Agreement.

On September 15, 2024, representatives of Kirkland and STB delivered to Fenwick initial drafts of the forms of Equity Commitment Letter and Limited Guaranty.

On September 16, 2024, Mr. Mader met with representatives of the Consortium to discuss non-executive compensation and hiring plans. Mr. Mader did not discuss compensation of executive officers with the representatives of the Consortium.

Later on September 16, 2024, prior to the close of trading, a media report stated that Blackstone and Vista were in negotiations with us regarding an acquisition at a price around $56 per share (the “September 16 Article”). That day, the closing price for shares of our common stock was $52.69, an increase of approximately 1% over the closing price for our shares of common stock on prior trading date, when the last media report was published.

On September 17, 2024, representatives of Kirkland and STB delivered a revised draft of the Merger Agreement to Fenwick, which provided, among other terms, (i) that the reverse termination fee would only be payable if Parent failed to consummate the Merger after the conditions of the Merger had been satisfied and (ii) reduced obligations of the Consortium to refrain from undertaking transactions that would increase the risk of delaying or failing to obtain required regulatory approvals.

Between September 19 and September 24, 2024, representatives of Fenwick, Kirkland and STB negotiated the terms of, and exchanged revised drafts of, the Merger Agreement, our disclosure letter, the Support Agreement, and the forms of Equity Commitment Letter and Limited Guaranty.

On September 19, 2024, the Transaction Committee held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners, and other members of the Board of Directors, were present. At the meeting, a representative of Fenwick reviewed the negotiations of the terms of the Merger Agreement, and the Transaction Committee provided direction with respect to certain open issues. Representatives of Qatalyst Partners and the Transaction Committee then discussed feedback that we had received after the publication of the September 16 Article from a shareholder who believed that the purported sale price described in the September 16 Article was inadequate. After a discussion of this feedback, the relative benefits of the proposed transaction with the Consortium and the risks of continuing to operate as an independent company, the Transaction Committee instructed members of its senior management and representatives of Qatalyst Partners and Fenwick to continue negotiations on the Merger Agreement and related transaction documents. The representatives of Qatalyst Partners then left the meeting, and the Transaction Committee reviewed the relationship letter provided by Qatalyst Partners on September 11, 2024, and noted that in the view of the Transaction Committee members, none of the specific disclosed information impaired the ability of Qatalyst Partners to provide financial advisory services to our company. In addition, each member of the Transaction Committee confirmed that he or she did not have any material relationships with Vista, Blackstone or Platinum Falcon.

On September 20, 2024, Qatalyst Partners provided the Board of Directors a further updated customary disclosure letter describing certain relationships between Qatalyst Partners, on the one hand, and our company, the Consortium, Platinum Falcon and other potential co-investors, on the other hand.

Also on September 20, 2024, Mr. Mader met with the CEO of Party I. During the meeting, Mr. Mader and the CEO of Party I discussed their respective businesses.

On September 22, 2024, representatives of Kirkland and STB delivered a revised draft of the Merger Agreement to Fenwick, which, among other things, accepted our company’s proposal that the reverse termination fee would be payable if a breach by Parent was the primary cause of a failure of the conditions to the Merger to be satisfied.

On September 23, 2024, the Board of Directors held a meeting at which members of our senior management and representatives of Fenwick and Qatalyst Partners were present. The representatives of Qatalyst Partners presented Qatalyst Partners’ financial analysis of the Merger and confirmed that Qatalyst Partners would be prepared to deliver an opinion, based on the financial analyses presented at the meeting, that, as of the date of such opinion, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of our common stock (other than Parent, Merger Sub and their respective affiliates) would be fair, from a financial point of view, to such holders, if and when requested by the Board of Directors prior to the execution of the Merger Agreement. Representatives of Fenwick then reviewed with the Board of Directors its fiduciary duties under Washington law, and the terms of the Merger Agreement, the Support Agreement and the other related transaction documents. The representatives of Qatalyst Partners then left the meeting, and the Transaction Committee reviewed the relationship letter provided by Qatalyst Partners on September 20, 2024, and noted that in the view of the Transaction Committee members, none of the specific disclosed information impaired the ability of Qatalyst Partners to provide financial advisory services to our company.

Later that evening, representatives of Fenwick, Kirkland and STB finalized negotiations of the Merger Agreement, disclosure letter, Equity Commitment Letter, Limited Guaranty, Support Agreement and related transaction documents, and the Consortium delivered a finalized version of the debt financing commitment. The Board of Directors was furnished with final copies of such documents.

Later that morning, we and affiliates of each Buyer executed the Merger Agreement and the related transaction documents. Before the opening of trading on NYSE, we issued a press release announcing our entry into the Merger Agreement.

Beginning on September 24, 2024, representatives of Qatalyst Partners reached out to 41 parties, including 23 financial sponsors and 18 strategic parties, to invite such parties to discuss a potential acquisition of us in connection with our go-shop process. All of the parties contacted affirmatively declined to evaluate a potential transaction. On November 8, 2024, at 11:59 p.m. Pacific Time, the go-shop period provided for in the Merger Agreement will expire. Smartsheet does not anticipate soliciting any additional parties in connection with the go-shop process.

The Board of Directors has unanimously (i) determined that it is in the best interests of Smartsheet and the shareholders of Smartsheet, and declared it advisable, to enter into the Merger Agreement; (ii) approved the execution, delivery, and performance of the Merger Agreement and the consummation of the Transactions, including the Merger, with Smartsheet surviving as a wholly owned subsidiary of Parent, in accordance with the WBCA; (iii) resolved to recommend that Smartsheet’s shareholders approve the Merger Agreement; and (iv) directed that the Merger Agreement be submitted to Smartsheet shareholders at the Company Shareholders’ Meeting for their approval.

In reaching their decision to approve the Merger Agreement, and in recommending that Smartsheet’s shareholders vote in favor of the adoption of the Merger Agreement, the Board of Directors considered numerous

In the course of reaching the determinations and decisions and making the recommendation described above, the Board of Directors, in consultation with Smartsheet’s senior management, outside legal counsel, and financial advisors, also considered the risks and potentially negative factors relating to the Merger Agreement, the Merger,

The Board of Directors believed that, overall, the potential benefits of the Merger to Smartsheet’s shareholders substantially outweighed the risks and uncertainties of the Merger.

The foregoing discussion of factors considered by the Board of Directors contains the material factors considered by the Board of Directors, but is not in any way intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Each member of the Board of Directors applied his or her own business judgment to the process and may have given different weight to different factors. The Board of Directors did not undertake to make any specific determination as to whether any factor or any particular aspect of a factor supported or did not support its ultimate determination. Rather, the Board of Directors based its recommendation on the totality of the information presented.

Smartsheet retained Qatalyst Partners to act as financial advisor to Smartsheet in connection with a potential transaction such as the merger and to evaluate whether the per share price of $56.50 to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Smartsheet common stock (other than Parent, Merger Sub, and their respective affiliates) was fair, from a financial point of view, to such Smartsheet shareholders. Smartsheet selected Qatalyst Partners to act as Smartsheet’s financial advisor based on Qatalyst Partners’ extensive expertise, knowledge of the industry in which Smartsheet operates, and experience advising technology companies in connection with potential strategic transactions. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board of Directors on September 24, 2024, Qatalyst Partners rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of September 24, 2024, and based upon and subject to the various assumptions, qualifications, limitations, and other matters set forth therein, the per share price to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Smartsheet shareholders (other than Parent, Merger Sub, and their respective affiliates) was fair, from a financial point of view, to such holders.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied, or otherwise made available to, or discussed with, Qatalyst Partners by Smartsheet. With respect to the Financial Projections, Qatalyst Partners was advised by Smartsheet management, and Qatalyst Partners assumed based on discussions with Smartsheet management and the Board of Directors, that the Financial Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Smartsheet management of the future financial performance of Smartsheet and other matters covered thereby. Qatalyst Partners assumed that the terms of the draft Merger Agreement reviewed by Qatalyst Partners would not differ materially from the final executed merger agreement, and that the merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver, or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Smartsheet or the contemplated benefits expected to be derived in the merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Smartsheet or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied upon, without independent verification, the assessment of Smartsheet management as to the existing and future technology and products of Smartsheet and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to it as of, September 24, 2024. Events occurring after September 24, 2024, may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not been asked and has not assumed any obligation to update, revise, or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Smartsheet to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Smartsheet. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Smartsheet shareholders (other than Parent, Merger Sub, and their respective affiliates), and Qatalyst Partners expressed no opinion with respect to the fairness of (i) the amount or nature of the compensation to any of the officers, directors, or employees of Smartsheet or any of its affiliates, or any class of such persons, relative to such consideration; (ii) the allocation of the aggregate consideration to be paid to holders between the holders of Class A common stock and the holders of Class B common stock; or (iii) the voting rights associated with the Class B common stock or any governance or other rights of the holders thereof (and Qatalyst Partners has not taken any such rights into account in its analysis).

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for our common stock as of July 31, 2024 (which is the end of Smartsheet’s most recent completed fiscal quarter and most recent publicly available balance sheet date), using mid-period convention, by:

Based on the calculations set forth above, this analysis implied a range of values for our common stock of approximately $47.80 to $65.31 per share.

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Smartsheet with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment based on factors including that they are publicly traded companies in similar lines of business to Smartsheet, have a similar business model, have similar financial performance, or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of September 23, 2024 (which we refer to as the “Analyst Projections”) and using the closing prices as of September 23, 2024, for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by the estimated consensus revenue for calendar year 2025 (which we refer to as the “CY2025E Revenue Multiples”) for each of the selected companies as well as the fully diluted equity value divided by the consensus levered free cash flow (which we refer to as the “LFCF”) for calendar year 2025 (which we refer to as the “CY2025E LFCF Multiples”) for each of the selected companies.

The companies used in this comparison are listed below:

Based on the analysis of the CY2025E LFCF Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 18.0x to 27.0x. Qatalyst Partners then

No company included in the selected companies analysis is identical to Smartsheet. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters. Many of these matters are beyond the control of Smartsheet, such as the impact of competition on Smartsheet’s business and the industry in general, industry growth and the absence of any material adverse change in Smartsheet’s financial condition and prospects, or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Qatalyst Partners compared 69 selected public company transactions, including transactions involving companies participating in similar lines of business to Smartsheet or with similar business models, similar financial performance, or other relevant or similar characteristics based on Qatalyst Partners’ experience and professional judgment.

Based on an analysis of the NTM EBITDA multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 27.0x to 38.0x and then applied this range to Smartsheet’s estimated next-12-months’ EBITDA (calculated as the 12-month period ending July 31, 2025) based on the Analyst Projections. Based on the same fully diluted share count as used in the immediately preceding paragraph, this analysis implied a range of values for our common stock of approximately $44.72 to $60.91 per share.

Based on an analysis of the NTM LFCF multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative range of 25.0x to 38.0x and then applied this range to Smartsheet’s estimated next-12-months’ LFCF (calculated as the 12-month period ending July 31, 2025) based on the Analyst Projections. Based on the same fully diluted share count as used in the immediately preceding paragraph, this analysis implied a range of values for our common stock of approximately $45.52 to $69.06 per share.

No company or transaction utilized in the selected transactions analysis is identical to Smartsheet or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond Smartsheet’s control, such as the impact of competition on Smartsheet’s business or the industry generally, industry growth, and the absence of any material adverse change in Smartsheet’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautions against placing undue reliance on this information.

In connection with the review of the Merger by the Board of Directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Smartsheet. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond the control of Smartsheet. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Smartsheet shareholders (other than Parent, Merger Sub, and their respective affiliates), to such holders. These analyses do not purport to be appraisals or to reflect the price at which Smartsheet common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Board of Directors was one of many factors considered by the Board of Directors in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the per share price to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Smartsheet shareholders (other than Parent, Merger Sub, and their respective affiliates) or of whether the Board of Directors would have been willing to agree to different consideration. The per share price payable in the Merger was determined through arm’s-length negotiations between the Board of Directors and Parent and was approved by the Board of Directors. Qatalyst Partners provided advice to Smartsheet during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Smartsheet or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Smartsheet, Parent, or certain of their respective affiliates.

During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Smartsheet, Parent, Blackstone, Vista Equity Partners, or Platinum Falcon, pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that Qatalyst Partners has provided financial advisory services to (i) Cvent Inc., a then-majority-owned portfolio company of Vista Equity Partners, an affiliate of Parent, and received approximately $49 million in connection with such services, and (ii) Apptio Inc., a then-majority-owned portfolio company of Vista Equity Partners, an affiliate of Parent, and received approximately $7.5 million in connection with such services. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Smartsheet, Parent, Blackstone, Vista Equity Partners, Platinum Falcon, and their respective affiliates for which it would expect to receive compensation. The information regarding compensation received by and prior relationships of Qatalyst Partners disclosed in this section is based upon information provided to Smartsheet by Qatalyst Partners.

Smartsheet is summarizing the Financial Projections in this proxy statement to provide our shareholders with access to certain non-public, unaudited, prospective financial information that was prepared for the Board of Directors for the purposes described above.

The Financial Projections, while necessarily presented with numerical specificity, were based on numerous variables and financial, operating, and commercial assumptions, developed solely using the information available to Smartsheet’s management at the time, that were inherently uncertain and many of which were beyond Smartsheet’s control. Important factors that may affect actual results and cause the Financial Projections not to be achieved include the effect of uncertainties related to macroeconomic and geopolitical factors such as inflation, fluctuating interest rates, adverse developments that affect financial institutions or the financial services industry generally, increased volatility in the equity and debt capital markets, and the risk of expansion of regional conflicts on the U.S. and global markets; Smartsheet’s business, operations, and customers; the highly competitive nature of collaborative work management software and product introductions; promotional activity by Smartsheet’s competitors, and Smartsheet’s ability to differentiate its platform and applications; Smartsheet’s ability to introduce new and enhanced product offerings and the continued market adoption of its platform; Smartsheet’s ability to attract new customers and retain and expand sales to existing customers; Smartsheet’s ability to provide effective customer support; Smartsheet’s ability to expand its sales force to address effectively the new industries, geographies, and types of organizations it intends to target; Smartsheet’s ability to attract and retain qualified employees and key personnel; Smartsheet’s ability to protect and enhance its brand and intellectual property; and other risk factors set forth in Smartsheet’s most recent Quarterly Report on Form 10-Q filed with the SEC on September 6, 2024 and Smartsheet’s Annual Report on Form 10-K filed with the SEC on March 20, 2024. There can be no assurance of the size and growth potential of the markets for our products and planned products, our ability to serve those markets and the rate and degree of market acceptance of Smartsheet’s enhanced product offerings and the continued market adoption of its platform, and it is possible that other product offerings will be preferable. The Financial Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Financial Projections do not take into account any circumstances or events occurring after the date that they were prepared, do not give effect to the Merger (including the announcement thereof), and may be affected by Smartsheet’s ability to

The Financial Projections were not prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Smartsheet may not be comparable to similarly titled amounts used by other companies. The financial measures included in the Financial Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure were not provided to or relied upon by the Board of Directors or Qatalyst.

The Financial Projections included in this document have been prepared by, and are the responsibility of, Smartsheet’s management. Neither Smartsheet’s independent registered public accounting firm, Deloitte & Touche LLP, nor any other independent accountants have compiled, examined or performed any procedures with respect to the Financial Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Financial Projections. The report of Deloitte & Touche LLP incorporated by reference into this proxy statement relates solely to

The following table presents a summary of the Financial Projections (in millions):

When considering the recommendation of the Board of Directors that you vote to approve the Merger Proposal, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of our shareholders generally, including as described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in evaluating, negotiating and approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by Smartsheet’s shareholders.

Smartsheet’s executive officers at any time since February 1, 2023, the first day of Smartsheet’s 2024 fiscal year (referred to in this section as “executive officers”) are as follows:

Pursuant to the terms of the Merger Agreement, at the Effective Time:

Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, any Converted Cash Awards converted as described above will vest and become payable at the same time as the Company Equity Award from which such Converted Cash Award was converted would have vested pursuant to its terms and will otherwise remain subject to the same terms and conditions as were applicable to the underlying Company Equity Award immediately prior to the Effective Time,

The outstanding Company PSUs are subject to the achievement of certain relative TSR performance metrics for the performance periods ending December 2024 and December 2025. Pursuant to the terms of the Company PSU award agreements, the relative TSR performance metrics will be measured prior to the Closing based on the actual level of performance measured through such date using the Merger Consideration, with the Company PSUs earned during such period reduced by the number of Company PSUs previously earned during a prior performance period, as applicable. For purposes of the table below, the performance achievement and the resulting number of shares underlying the Company PSUs have been estimated in accordance with the terms of the Company PSU award agreements and based on performance measured as of October 18, 2024 and the Merger Consideration. Accordingly, such Company PSUs are included in the calculation below based on estimated achievement as of October 18, 2024; however, the level of actual achievement may be higher or lower than the value included in the table below. Pursuant to the terms of the Company PSUs, a pro rata portion of the Achieved Unvested Company PSUs based on the number of days served out of the original total performance period will vest as of the date of the Closing (which date, solely for purposes of this proxy statement, is assumed to be October 18, 2024), and such Company PSUs are reflected as Vested Company PSUs in the table below. The balance of the achieved Company PSUs will vest

Each of our executive officers is eligible to receive severance benefits under a change in control severance agreement entered into with Smartsheet (referred to as a “Severance Arrangement”). Under each of the Severance Arrangements, in the event of a termination without “cause” or resignation for “good reason” (in each case, as defined in the applicable Severance Arrangement), in each case, (i) within 12 months following a “change in control” (as defined in the applicable Severance Arrangement), which the Merger will constitute, or (ii) within three months preceding a “change in control,” but as to clause (ii) only if the termination occurs following the execution of a definitive agreement for a corporate transaction which, if consummated, would constitute a “change in

Following Parent’s prior approval, 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 Code). As of the date of this information statement, the Company has not yet approved any specific actions to mitigate any impact of Section 280G of the Code on the Company or any disqualified individuals. No executive officer is entitled to receive gross-ups or tax reimbursements from the Company with respect to any potential excise taxes under Section 4999 of the Code.

The Merger Agreement provides for certain indemnification, expense advancement and exculpation rights from and after the Effective Time in favor of each current and former director or officer of Smartsheet and our subsidiaries (a “D&O Indemnitee”) with respect to matters existing or occurring at or prior to the Effective Time. In addition, Parent has agreed to cause the Surviving Corporation, (i) to maintain for a period of not less than six years from the Effective Time provisions in the respective articles of incorporation, bylaws, and other organizational documents of Smartsheet and our subsidiaries concerning the indemnification and exculpation (including provisions relating to expense advancement) of the D&O Indemnitees, providing substantially equivalent benefits to those persons as the provisions of the articles of incorporation, bylaws, indemnification agreements, and other organizational documents of Smartsheet and our subsidiaries provide, as applicable, in each case, as of the date of the Merger Agreement and (ii) not to amend, repeal, or otherwise modify such provisions in any respect that would adversely affect the rights of D&O Indemnitees thereunder, in each case, except as required by applicable law.

The Merger Agreement also provides that, for a period of six years from the Effective Time, Parent will cause the Surviving Corporation to maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the directors’ and officers’ liability insurance policies of Smartsheet and our subsidiaries, providing substantially equivalent benefits to such current insurance coverage. Alternatively, in lieu of maintaining such insurance for a period of six years, Smartsheet may, or Parent may cause the Surviving Corporation to, cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing a prepaid, non-cancelable six year “tail” policy (providing substantially equivalent benefits to such current insurance coverage) with respect to matters existing or occurring at or prior to the Effective Time (a “Tail Policy”). In no event will Parent or the Surviving Corporation be required to expend for such policies an aggregate or total premium amount in excess of 350% of the last annual premium paid by Smartsheet prior to the date of the Merger Agreement (the “Maximum Premium”). If no such Tail Policy is available for less than the Maximum Premium, then Smartsheet or the Surviving Corporation shall obtain as much coverage as reasonably practicable for the Maximum Premium.

Representatives of Parent may hold preliminary discussions with certain members of the Company’s management team regarding employment with, and the right to purchase or participate in the equity of, Parent or one or more of its affiliates. However, as of the date of this proxy statement, none of the Company’s directors or executive officers has entered into any agreement or understanding with respect to the foregoing, and there can be no assurances that the terms of any such agreements or arrangements will be agreed upon with any directors or executive officers in the future. If Parent or its affiliates and the Company’s executive officers do not enter into agreements regarding employment with Parent or its affiliates, then the Company’s executive officers will remain subject to their existing arrangements with the Company.

Please note that the amounts reported below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in footnotes to the table. For purposes of determining the potential payments in the table below, we have assumed that:

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. In connection with the financing of the Merger, each Equity Investor entered into an Equity Commitment Letter with Parent, pursuant to which, among other things, BX IX, VEPF VIII, and Platinum Falcon will provide Parent with an equity commitment of up to $2,105,000,000, $1,753,000,000, and $900,000,000 in cash, respectively, which may be reduced in accordance with the terms set forth in their respective Equity Commitment Letter. The Equity Financing Commitments will be available to Parent (subject to the terms and conditions set forth therein), together with available cash on hand of Smartsheet and any third party financing obtained by Parent or its affiliates as of the Closing, to fund the payment of (i) the aggregate Merger Consideration, Vested Company Option Consideration, Vested Company RSU Consideration, and the Vested Company PSU Consideration and (ii) the fees and expenses to the extent required to be paid by Parent or Merger Sub in cash on the Closing Date in connection with the Closing. Smartsheet can enforce Parent’s right to cause the equity commitment to be funded under each Equity Commitment Letter against each applicable Equity Investor subject to the terms and conditions of the relevant Equity Commitment Letter and, under the terms of the Merger Agreement, Smartsheet has the right to specifically enforce Parent’s obligation to consummate the Merger, subject to, among other conditions, the satisfaction of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger as set forth in the Merger Agreement.

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

The Effective Time will occur upon the filing and acceptance of the articles of merger with respect to the Merger in accordance with the WBCA, with the Secretary of State of the State of Washington, or at such later time as is agreed upon in writing by the parties and specified in the articles of merger.

If the Merger is completed, Smartsheet common stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act. Smartsheet will no longer be required to file periodic reports, current reports, and proxy and information statements with the SEC on account of Smartsheet common stock.

If you are contemplating the possibility of exercising your dissenters’ rights in connection with the Merger, you should carefully review the text of Chapter 23B.13 of the WBCA. If you do not fully and precisely satisfy the procedural requirements of Chapter 23B.13, you will forfeit your dissenters’ rights. If any holder of shares of Smartsheet common stock who asserts dissenters’ rights under the WBCA withdraws or forfeits (through failure to perfect or otherwise) the right to obtain payment for such holder’s shares under Chapter 23B.13, then such shareholder’s shares will be converted, or will be treated as if they had been converted, into the right to receive the merger consideration, without interest and subject to any applicable withholding of taxes. Smartsheet will not provide you with any notice regarding your dissenters’ rights other than as described in this proxy statement and the notice of the special meeting included with this proxy statement.

If you wish to assert your dissenters’ rights, you must:

If you fail to comply with these requirements, and should the Merger Agreement be approved by Smartsheet’s shareholders and the Merger is completed, your shares of Smartsheet common stock will be converted into the right to receive the Merger Consideration, without interest and less any applicable withholding of taxes, and you will have forfeited your dissenters’ rights with respect to your shares of Smartsheet common stock. Shareholders should note that the summary of dissenters’ rights presented in this proxy statement is not complete. Shareholders wishing to dissent from the Merger and receive payment for the fair value of their shares must follow the statutory requirements in their entirety. Any failure to do so will result in a forfeiture of dissenters’ rights.

Written notice of your intent to assert dissenters’ rights must be delivered to Smartsheet at:

This written notice must be delivered before the vote to approve the Merger Proposal is taken at the special meeting. Your written notice to demand payment should specify your name and mailing address, the number of shares of Smartsheet common stock you own, and that you intend to demand payment of the “fair value” of your shares of Smartsheet common stock if the Merger Agreement is approved.

You must not vote in favor of, or consent in writing to, the approval of the Merger Agreement. A vote in favor of the approval of the Merger Agreement, by proxy or via the Internet will constitute a waiver of your dissenters’ rights in respect of the shares so voted and will nullify any previously filed written notices of your intent to assert dissenters’ rights. A proxy that does not contain voting instructions will, unless revoked, be voted in favor of the approval of the Merger Agreement. Therefore, a shareholder who votes by proxy and who wishes to exercise dissenters’ rights must vote against the Merger Agreement or abstain from voting on the Merger Agreement.

Your right to obtain payment of the fair value of your shares of Smartsheet common stock under Chapter 23B.13 of the WBCA will terminate if:

If the Merger Agreement is approved by Smartsheet shareholders, within 10 days after the effective date of the Merger, Smartsheet will send written notice regarding the proper procedures for dissenting to all shareholders who

If you wish to assert dissenters’ rights, no later than the date set forth in the notice described above you must demand payment, certify whether you acquired beneficial ownership of your shares before September 24, 2024, and deliver your shares in accordance with the terms of the notice. Failure to do so by the date set forth in the notice will cause you to forfeit the right to obtain payment of the fair value for your shares under Chapter 23B.13 of the WBCA.

If the Merger is not consummated within 60 days after the date set for demanding payment and depositing share certificates, then Smartsheet will be required to return all deposited certificates and release any transfer restrictions imposed on uncertificated shares. If, after returning the deposited certificates and releasing transfer restrictions, the parties to the Merger Agreement wish to consummate the Merger, Smartsheet must send a new dissenters’ rights notice and repeat the payment demand procedure.

Within 30 days after the later of the effective date of the Merger or the date the payment demand is received, Smartsheet shall pay each dissenting shareholder who complied with the payment demand and related requirements of Chapter 23B.13.230 of the WBCA (other than dissenting shareholders who acquired their shares of Smartsheet common stock after September 24, 2024, 2024, if Smartsheet elects to withhold payment as described below) the amount that Smartsheet estimates to be the fair value of the shareholder’s shares, plus accrued interest. For purposes of Chapter 23B.13, “fair value” with respect to a dissenter’s shares, means the value of the shares immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. “Interest” means interest from the effective date of the merger until the date of payment, at the average rate currently paid by Smartsheet on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. The payment will be accompanied by:

For dissenting shareholders who were not the beneficial owners of their shares of Smartsheet common stock before September 24, 2024, Smartsheet may elect to withhold payment under Chapter 23B.13 of the WBCA. To the extent that Smartsheet so elects, after consummating the Merger, Smartsheet shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter’s demand. Smartsheet will send with its offer an explanation of how it estimated the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter’s right to demand payment of the dissenter’s own estimate of the dissenter’s shares and the amount of interest due if such dissenter believes that the amount offered is less than the fair value of the shares or under certain other circumstances enumerated in Chapter 23B.13.280 and described below.

If you believe that the amount paid or offered by Smartsheet is less than the fair value of your shares or believe that the interest due is incorrectly calculated, or if Smartsheet fails to make payment for your shares within 60 days after the date set for demanding payment or the Merger is not consummated and Smartsheet does not release the transfer restrictions imposed on your shares within 60 days after the date set for demanding payment, you may, within 30 days of the payment or offer for payment, deliver notice to Smartsheet in writing informing it of your own estimate of the fair value of your shares and the amount of interest due, and demand payment of this estimate, less any amount Smartsheet has already paid under Chapter 23B.13 of the WBCA. If any dissenting shareholder’s demand for payment of such dissenting shareholder’s own estimate of the fair value of the shares is not settled within 60 days after receipt by Smartsheet of such shareholder’s demand for payment, Chapter 23B.13 requires that Smartsheet commence a proceeding in King County Superior Court and petition the court to determine the fair value of the shares and accrued interest, naming all the dissenting shareholders whose demands remain unsettled as parties to the proceeding. If Smartsheet does not commence the proceeding within the 60-day period, it will pay each dissenter whose demand remains unsettled the amount demanded.

The jurisdiction of the court in which the proceeding is commenced will be plenary and exclusive. The court may appoint one or more appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers will have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. The fair value of the shares as determined by the court may be less than, equal to or greater than the value of the Merger Consideration to be issued to non-dissenting shareholders for Smartsheet common stock under the terms of the Merger Agreement if the Merger is consummated. Shareholders should be aware that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a Merger are not opinions as to fair value under Chapter 23B.13 of the WBCA. Each dissenter made a party to the proceeding is entitled to a judgment (i) for the amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount paid by Smartsheet, or (ii) for the fair value, plus accrued interest, of the dissenter’s after-acquired shares for which Smartsheet elected to withhold payment pursuant to Chapter 23B.13.

The court will also determine the costs and expenses of the court proceeding and assess them against Smartsheet, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Chapter 23B.13 of the WBCA. If the court finds that Smartsheet did not substantially comply with the requirements of Chapter 23B.13.200 through 23B.13.280 of the WBCA, the court may also assess against Smartsheet any fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable. The court may also assess those fees and expenses against any party if the court finds that the party has acted arbitrarily, vexatiously, or not in good faith with respect to dissenters’ rights. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against Smartsheet, the court may award to counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

A record shareholder may assert dissenters’ rights as to fewer than all of the shares registered in the shareholder’s name only if the shareholder dissents with respect to all shares beneficially owned by any one person and delivers to Smartsheet a notice of the name and address of each person on whose behalf the shareholder asserts

The following discussion is a summary of certain material U.S. federal income tax considerations that are relevant to U.S. Holders and Non-U.S. Holders (each of which we define below) of shares of our common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (which we refer to as the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect.

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

This discussion is for general information only and does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances. For example, this discussion does not address:

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of our common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger described below. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations of the Merger or any related transactions. The use of words such as “will” and “should” in any tax-related discussion contained in this discussion is not intended to convey a particular level of comfort. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes, any of the following:

The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares.

Gain or loss recognized by a U.S. Holder in the Merger will generally be capital gain or loss and will generally be long-term capital gain or loss if such U.S. Holder’s holding period in its shares of our common stock is more than one year at the time of the completion of the Merger. A reduced tax rate generally will apply to long-term capital

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

In general, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Generally, information reporting requirements may apply in connection with payments made to U.S. Holders and Non-U.S. Holders in connection with the Merger.

Backup withholding of tax (currently, at a rate of 24%) is generally expected to apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. Holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules. Backup withholding of tax may also apply to the proceeds received by a Non-U.S. Holder pursuant to the Merger, unless the Non-U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8), attesting to such Non-U.S. Holder’s status as a non-U.S. person and otherwise complies with applicable certification requirements.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder or Non-U.S. Holder generally will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Smartsheet, Parent, and Merger Sub shall use their reasonable best efforts to (i) promptly file any and all required notification and report forms under the HSR Act, cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as reasonably practicable; (ii) as soon as reasonably practicable make and submit certain specified other filings or notifications required under other applicable antitrust or foreign direct investment laws, and to obtain clearances or approvals or cause the expiration or termination of any applicable waiting periods under such laws as soon as reasonably practicable; (iii) cooperate with each other in promptly undertaking the foregoing reasonable best efforts; (iv) not withdraw any filing, or commit to or agree with any relevant authority to stay, toll, or extend, any applicable waiting period or enter into any similar timing agreement, without the prior written consent of the other parties (not to be unreasonably withheld, conditioned. or delayed); (v) promptly make an appropriate response to any request by a relevant authority for any additional information or documents pursuant to any applicable law; and (vi) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the Transactions under any antitrust or foreign direct investment laws, and avoid the entry of any decree, order, or judgment that would prevent, prohibit, restrict, or delay the consummation of the Transactions, so as to enable Closing to take place as soon as reasonably practicable (but in no event later than the End Date), including by defending or resisting any actions, lawsuits, or other legal proceedings challenging or seeking to enjoin or otherwise prevent the Transactions, and by endeavoring to lift, reverse, or vacate any order or injunction preventing Closing.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all, or that the granting of these

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until Smartsheet and Parent each file a Notification and Report Form with the Antitrust Division of the DOJ and the FTC (both of which were filed by October 10, 2024), and the applicable waiting period (and any extension thereof) or any commitment by the parties to the Merger Agreement not to consummate the Transactions before a certain date under a timing agreement has, in each case, expired or been terminated. The waiting period under the HSR Act applicable to the Merger is 30 calendar days following the parties’ filings of their respective HSR Act Notification and Report Forms, unless the waiting period is terminated earlier or extended. If the DOJ or the FTC issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with such Second Request, unless the waiting period is terminated earlier or the parties agree with the DOJ or FTC to delay the closing for a specified period of time.

The Merger is also subject to clearance or approval under certain foreign direct investment and other antitrust regimes, including in the European Union. The Merger cannot be completed until all applicable waiting periods (and any extensions thereof) applicable to the Merger in the relevant jurisdictions have expired or otherwise been terminated, or all requisite clearances, consents and approvals pursuant thereto have been obtained pursuant to the applicable foreign direct investment or antitrust laws. In addition, Parent, in coordination and consultation with Smartsheet, submitted a draft filing under the European Union merger control regime on October 25, 2024 and has submitted or expects to submit each of the other specified filings seeking Required Foreign Approvals (as defined in the Merger Agreement) in early November 2024.

At any time before or after the Effective Time (notwithstanding the expiration or termination of (i) the waiting period (and extensions thereof) applicable to the Merger under the HSR Act, and (ii) any voluntary agreement not to consummate the Merger between Parent and Smartsheet, on the one hand, and the FTC and DOJ, on the other hand), the DOJ or FTC or any state or foreign government authority could take action under applicable antitrust or foreign direct investment laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies.

In addition, private parties may seek to take legal action under applicable antitrust laws under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin the consummation of the Merger or overturn regulatory approvals.

Any of these potential actions could significantly impede, delay or even preclude the consummation of the Merger. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

The following summary of the Merger Agreement is intended solely to provide investors with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Smartsheet in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the parties or any of their subsidiaries or affiliates. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary and the other descriptions of the Merger Agreement elsewhere in this proxy statement may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms used in this section but not defined in this proxy statement and the phrase “business day” have the meanings ascribed to them in the Merger Agreement.

The representations, warranties, covenants, and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations, and supplemental information agreed to by Smartsheet, Parent, and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Smartsheet, Parent, and Merger Sub rather than to establish matters as facts and may also be subject to contractual standards of materiality that differ from those generally applicable to reports and documents filed with the SEC or what may be viewed as material by our shareholders and in some cases were qualified by matters specifically disclosed in Smartsheet’s filings with the SEC prior to the date of the Merger Agreement and confidential matters disclosed to Parent and Merger Sub by Smartsheet in connection with the Merger Agreement. Shareholders should not rely on the representations, warranties, covenants, and agreements therein, or any descriptions thereof, as characterizations of the actual state of facts or condition of Smartsheet, Parent, or Merger Sub or any of their respective affiliates or businesses. 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 Smartsheet’s public disclosures. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Smartsheet, Parent, and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A to the proxy statement, only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding Smartsheet, Parent, Merger Sub, or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in our filings with the SEC regarding Smartsheet and our business.

From and after the Effective Time, unless otherwise determined by Parent prior to the Effective Time, until their successors are duly appointed and qualified or until their earlier death, resignation, or removal in accordance with the amended and restated articles of incorporation and amended and restated bylaws of Smartsheet, the directors of Merger Sub immediately prior to the Effective Time will be, from and after the Effective Time, the initial directors of the Surviving Corporation, and the officers of Smartsheet immediately prior to the Effective Time will be, from and after the Effective Time, the initial officers of the Surviving Corporation.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time:

Shares of Smartsheet common stock held by Smartsheet shareholders who are entitled to demand and have properly and validly demanded their statutory rights of appraisal in respect of these shares in compliance in all respects with Chapter 23B.13 of the WBCA (the “Dissenting Shares”) will not be converted into or represent the right to receive the Merger Consideration, but instead will be entitled to receive an amount as may be determined pursuant to Chapter 23B.13. However, all Dissenting Shares that are held by Smartsheet shareholders who have failed to properly and validly demand or who have effectively withdrawn or otherwise lost their rights to appraisal of these Dissenting Shares under Chapter 23B.13 will no longer be considered to be Dissenting Shares and will be deemed to have been converted into, as of the Effective Time, the right to receive the Merger Consideration, without interest, upon compliance with the applicable procedures set forth in the Merger Agreement with respect to the surrender of certificates representing such shares or the book-entry transfer of shares.

From and after the Effective Time, all shares of Smartsheet common stock will no longer be outstanding and will automatically cease to exist, and will cease to have any rights with respect thereto, except as specified above.

Prior to or at the Effective Time, Parent will deposit or cause to be deposited with Equiniti Trust Company, LLC (or another U.S. bank or trust company mutually agreed by Parent and Smartsheet in writing) (the “Paying Agent”), an aggregate amount of cash that is sufficient to pay the aggregate Merger Consideration payable at the Closing.

As soon as reasonably practicable after (and in any event not later than the third business day following) the Effective Time, the Paying Agent will send to each holder of record of uncertificated shares of our common stock represented by book-entry form that, immediately prior to the Effective Time, represent shares of our common stock (“Book-Entry Shares”) as of immediately prior to the Effective Time (other than the Canceled Shares or any Dissenting Shares) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), to the Paying Agent) in such form as Parent and Smartsheet may reasonably agree, (ii) a copy of Chapter 23B.13 of the WBCA and all information contemplated thereby, and (iii) instructions for use in effecting the surrender of Book-Entry Shares in exchange for the Merger Consideration.

If any cash deposited with the Paying Agent is not claimed within one year following the Effective Time, such cash will be returned to the Surviving Corporation upon demand. Any holder of Smartsheet common stock who has not complied with the exchange procedures in the Merger Agreement will thereafter look only to Surviving Corporation for payment of any Merger Consideration in respect to such holders’ shares of Smartsheet common stock.

Pursuant to the terms of the Merger Agreement, at the Effective Time:

Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, any Converted Cash Awards converted as described above will vest and become payable at the same time as the Company Equity Award from which such Converted Cash Award was converted would have vested pursuant to its terms and will otherwise remain subject to the same terms and conditions as were applicable to the underlying Company Equity Award immediately prior to the Effective Time, including vesting acceleration terms (except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Converted Cash Awards, provided that no such changes shall adversely affect the rights of the applicable holder unless necessary to comply with applicable law).

In addition, the Board of Directors (or a committee thereof administering the ESPP) has taken action so that: (i) participation in the ESPP is limited to those employees who were participants on September 24, 2024; (ii) participants may not increase their payroll deduction elections or rate of contributions from those in effect on September 24, 2024 or make any separate non-payroll contributions to the ESPP on or following September 24, 2024; (iii) no offering or purchase period will be commenced after September 24, 2024; (iv) the current offering period that commenced on July 1, 2024 will continue and the final purchase and issuance of shares of our common stock for the current offering period will occur as of the earlier of (a) no later than five days prior to the day on which the Effective Time occurs and (b) December 31, 2024 and (v) the ESPP will terminate immediately prior to, but contingent upon the occurrence of, the Effective Time, and subsequent to the exercise of purchase rights on such purchase date (in accordance with the terms of the ESPP). On such exercise date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant’s payroll withholding account to the purchase of whole shares of our common stock in accordance with the terms of the ESPP, as amended pursuant to the Merger Agreement, and each share purchased thereunder immediately prior to the Effective Time will be canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the Merger Agreement, subject to withholding of any applicable withholding taxes. Any accumulated contributions of each participant under the ESPP as of immediately prior to the Effective Time will, to the extent not used to purchase shares in accordance with the terms and conditions of the ESPP, as amended pursuant to the Merger Agreement, be refunded to such participant as promptly as practicable following the Effective Time (without interest).

In the Merger Agreement, Smartsheet has made customary representations and warranties to Parent and Merger Sub, which are qualified by information set forth in a confidential disclosure letter of Smartsheet provided to Parent and Merger Sub in connection with the execution of the Merger Agreement and certain disclosures in Smartsheet’s SEC filings publicly available prior to the date of the Merger Agreement, including representations and warranties relating to: qualification, organization, subsidiaries; capitalization; authority to enter, and enforceability of, the Merger Agreement; the requisite Smartsheet shareholder approval to approve the Merger; required governmental authorizations; non-contravention of applicable law and orders and Smartsheet’s organizational documents and contracts; SEC filings, financial statements and internal controls and procedures; the absence of undisclosed liabilities; the absence of a Company Material Adverse Effect (as defined below); the absence of certain changes to the business of Smartsheet since July 31 2024; compliance with laws; investigations and litigation; employee benefits plan and labor matters; taxes; real property; intellectual property and information technology; data privacy and security; material contracts; government contracts; insurance policies; related party transactions; this proxy statement; the opinion of Qatalyst Partners; brokers’ fees; the inapplicability of state takeover laws; environmental matters; and debt.

Each of Parent and Merger Sub has made customary representations and warranties to Smartsheet with respect to, among other matters: qualification, organization, and subsidiaries; authority to enter, and enforceability of, the Merger Agreement; required governmental authorizations; non-contravention of applicable law and orders and Parent’s and Merger Sub’s organizational documents and contracts; financing, including regarding the Equity Commitment Letters and the Debt Financing; the Limited Guaranties; capitalization of Merger Sub; investigations and litigation; this proxy statement; no brokers’ fees; no prior arrangements with Smartsheet; neither is an “acquiring person” within the meaning of the WBCA; solvency; and no approval of Parent’s equityholders required.

Some of the representations and warranties in the Merger Agreement made by Smartsheet are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means fact, circumstance, event, change, occurrence, effect or development that (i) individually or taken together with all other facts, circumstances, events, changes, occurrences, effects or developments, has or would reasonably be expected to have a material adverse effect on the business, assets, operations, results of operations or financial condition of Smartsheet or our subsidiaries, taken as a whole, or (ii) would reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Smartsheet to satisfy the conditions precedent to the Merger, or consummate the Merger and the other transactions contemplated by the Merger Agreement prior to the End Date, but, with respect to clause (i) only, shall not include facts, circumstances, events, changes, occurrences, effects or developments relating to or resulting from:

The Merger Agreement provides that, during the period from the date of the Merger Agreement until the earlier of the valid termination of the Merger Agreement and the Effective Time (the “Pre-Closing Period”), except (i) as required by applicable law, (ii) with the prior written consent of Parent, (iii) expressly required by the Merger Agreement, or (iv) as set forth in the confidential disclosure letter of Smartsheet provided to Parent and Merger Sub in connection with the execution of the Merger Agreement, Smartsheet will, and will cause its subsidiaries to, use reasonable best efforts to:

The Merger Agreement also contains specific covenants restricting Smartsheet and each of its subsidiaries from taking certain actions during the Pre-Closing Period (subject to the same exceptions listed above and certain additional exceptions specified in the Merger Agreement) including, among other things, not to:

The Merger Agreement provides that, from the date of the Merger Agreement until 11:59 p.m. Pacific Time on November 8, 2024 (such date, the “No-Shop Period Start Date”), Smartsheet, our subsidiaries, and our and their respective representatives have the right to, solely with respect to any third person that is not a No-Shop Party (as defined in this section of this proxy statement below): (i) solicit, initiate, propose, or induce the making, submission or announcement of, or knowingly encourage, facilitate, or assist, any proposal or inquiry that constitutes, or is

For purposes of this proxy statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means an agreement with us that is either (i) in effect as of the date the Merger Agreement was entered into, or (ii) executed, delivered and effective after the date the Merger Agreement was entered into, in either case containing provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive non-public information of or with respect to Smartsheet and/or our subsidiaries to keep such information confidential; provided, however, that, with respect to such agreements executed and delivered following the execution and delivery of the Merger Agreement, the provisions contained therein relating to the confidential treatment of information and the use thereof are not materially less restrictive in the aggregate to such counterparty (and any of its affiliates and representatives named therein) than the terms of the non-disclosure letter agreement entered into between us and each of the Buyers (it being understood that such agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making of any Alternative Acquisition Proposal) and that such agreement does not contain provisions which prohibit us from providing any information to Parent in accordance with the Merger Agreement.

“Alternative Acquisition Proposal” means any offer, proposal or indication of interest made by any person or group of persons (other than Parent or Merger Sub or their respective Affiliates) relating to or concerning (i) a merger, reorganization, share exchange, consolidation, tender offer, business combination, recapitalization, liquidation, dissolution or similar transaction involving Smartsheet, in each case, as a result of which the shareholders of Smartsheet immediately prior to such transaction would cease to own at least 80% of the total voting power of Smartsheet or the surviving entity (or any direct or indirect parent company thereof), as applicable, immediately following such transaction, (ii) the direct or indirect acquisition by any person of assets constituting or accounting for more than 20% of the consolidated assets, revenue, or net income of Smartsheet and our subsidiaries, on a consolidated basis (including equity interests in any of our subsidiaries), or (iii) the direct or indirect acquisition by any person of more than 20% of the outstanding shares of our common stock or securities representing more than 20% of the total voting power of Smartsheet.

“Excluded Party” means any person (i) who is not a No-Shop Party, (ii) from whom we received a written Alternative Acquisition Proposal prior to the No-Shop Period Start Date, and (iii) whose Alternative Acquisition Proposal the Board of Directors determines in good faith, after consultation with its outside financial advisors and legal counsel, either to be a Superior Proposal or an Alternative Acquisition Proposal that could reasonably be expected to lead to or result in a Superior Proposal; provided, however, that a third person will immediately cease to

“No-Shop Party” means any person or group of persons, or any Affiliate thereof, who (i) entered into a confidentiality agreement between March 31, 2024 and the date of the Merger Agreement with us with respect to such third person’s consideration and evaluation of any transaction with or involving Smartsheet of a type described in the definition of “Alternative Acquisition Proposal,” (ii) held discussions or negotiations with Smartsheet, our subsidiaries, and our and their respective representatives with respect to such person’s consideration and evaluation of any such transaction, and (iii) received confidential information from or on behalf of Smartsheet relating to such third person’s consideration and evaluation of any such transaction.

“Superior Proposal” means a bona fide written Alternative Acquisition Proposal substituting in the definition thereof “80%” for “20%” in each place each such phrase appears, that (i) was not solicited in violation of the non-solicitation obligations contained in the Merger Agreement, and (ii) the Board of Directors determines in good faith, after consultation with Smartsheet’s outside legal counsel and financial advisors, and considering such factors as the Board of Directors considers to be appropriate (including (a) all legal, regulatory, and financial aspects of the proposal (including certainty of closing) and the identity of the third person making the Alternative Acquisition Proposal and the likelihood that such Alternative Acquisition Proposal will be consummated in accordance with its terms and (b) any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of such determination in accordance with the change of recommendation provisions of the Merger Agreement), to be more favorable to us and our shareholders than the transactions contemplated by the Merger Agreement.

Smartsheet has agreed pursuant to the terms of the Merger Agreement, (i) from the execution of this Agreement to the earlier to occur of the Termination Date and the Effective Time with respect to any No-Shop Party, and (ii) from the No-Shop Period Start Date until the earlier to occur of the Termination Date and the Effective Time, with respect to any other person, that Smartsheet must (a) terminate any discussions or negotiations with such a third party and their representatives, (b) promptly request the prompt return or destruction of all non-public information concerning Smartsheet or our subsidiaries previously furnished to any such No-Shop Party or any other person who entered into a confidentiality agreement during the Go-Shop Period with respect to its consideration of an Alternative Acquisition Proposal, (c) cease providing any further information with respect to Smartsheet or any Alternative Acquisition Proposal to any such person or its Representatives, and (d) terminate all access granted to any such person and its Representatives to any physical or electronic data room.

In addition, we have agreed that, (i) from the execution of the Merger Agreement to the earlier to occur of the Termination Date and the Effective Time with respect to any No-Shop Party, and (ii) from the No-Shop Period Start Date until the earlier of the Termination Date and the Effective Time, with respect to any other person, Smartsheet or our subsidiaries will not (a) solicit, initiate, propose, or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal; (b) furnish to any such third party any non-public information relating to Smartsheet or our subsidiaries or afford to any third party access to the business, properties, or other non-public information, or to any personnel, of Smartsheet or our subsidiaries, with the intent to induce the making or submission of, or to knowingly encourage, any proposal or inquiry that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal or any inquiries that would reasonably be expected to lead to, an Alternative Acquisition Proposal; (c) participate or engage in discussions or negotiations with any third party with respect to any inquiry or proposal that would reasonably be expected to lead to an Alternative Acquisition Proposal; (d) approve or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal; (v) negotiate or enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, or other contract relating to an Alternative Acquisition Proposal, other than an Acceptable Confidentiality Agreement; or (e) authorize or commit to do any of the foregoing.

In addition, under certain specified circumstances, at any time prior to the approval of the Merger Agreement by our shareholders, if we receive an Alternative Acquisition Proposal from a third party that was not received in response to, or as a result of, any material breach of our non-solicitation obligations pursuant to the Merger Agreement, Smartsheet may, directly or indirectly through one or more of its representatives (including its financial advisor and outside legal counsel), (i) participate or engage in discussions or negotiations with, furnish any non-public information relating to Smartsheet or our Subsidiaries to, or afford access to the business, properties, or other non-public information, or to any personnel, of Smartsheet or our subsidiaries pursuant to an Acceptable Confidentiality Agreement to any person that has made or delivered to Smartsheet an Alternative Acquisition Proposal after the execution of the Merger Agreement that did not result from a breach of our non-solicitation obligations under the Merger Agreement, and (ii) otherwise facilitate such Alternative Acquisition Proposal or assist such person with such Alternative Acquisition Proposal, if requested by such person; provided that our Board of Directors has determined in good faith, after consultation with outside legal counsel and financial advisors, that such Alternative Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal and the Board of Directors has determined in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to take such actions in respect of such Alternative Acquisition Proposal would be inconsistent with its fiduciary duties under applicable law; provided further that we promptly provide to Parent and Merger Sub (and their respective representatives) any information or data that is provided to such third party that was not previously made available to Parent or Merger Sub (and in any event within 24 hours thereof).

Both during the Go-Shop Period and after the No-Shop Period Start Date but prior to the approval of the Merger Agreement by our shareholders, we are not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal unless we comply with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a four business day period in an effort to amend the terms and conditions of the Merger Agreement and/or the Equity Commitment Letters, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

From the date of the Merger Agreement until the Termination Date, Smartsheet will promptly (and in any event within 24 hours following the receipt thereof), notify Parent in writing of any inquiries, offers or proposals that constitute or would reasonably be expected to lead to or result in an Alternative Acquisition Proposal, which shall include a summary of the material terms and conditions thereof (and, thereafter, any material developments to the terms thereof) and the person or group making such inquiry, offer or proposal.

The termination of the Merger Agreement by us following the Board of Directors’ authorization for us to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal will result in the payment by us of a termination fee to Parent of either (i) $125,000,000 if the Merger Agreement is terminated before 11:59 p.m. Pacific Time on November 8, 2025 for the purpose of entering into an agreement with respect to a Superior Proposal received from an Excluded Party and we have complied in all material respects with the non-solicitation provisions set forth in the Merger Agreement with respect to such Superior Proposal, or (ii) $250,000,000, in the case of any other such termination.

Prior to the adoption of the Merger Agreement by our shareholders, the Board of Directors may not take any action described in the following (any such action, a “Recommendation Change”):

Nothing contained in the Merger Agreement will prohibit Smartsheet or the Board of Directors (or a committee thereof) from (i) taking and disclosing to our shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including a “stop, look, and listen” communication by the Board of Directors (or a committee thereof) to our shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (iii) informing any person of the existence of the non-solicitation provisions contained in the Merger Agreement; or (iv) making any disclosure to our shareholders (including regarding the business, financial condition or results of operations of the Company and its subsidiaries) that the Board of Directors (or a committee thereof) has determined to make in good faith in order to comply with applicable law, regulation, or stock exchange rule or listing agreement and will not limit or otherwise affect the obligations of Smartsheet or the Board of Directors (or any committee thereof) and the rights of Parent under the Merger Agreement.

Notwithstanding the restrictions described above, prior to the approval of the Merger Agreement by our shareholders, the Board of Directors may effect a Recommendation Change if (i) there has been an Intervening Event (as defined below), or (ii) we have received a Superior Proposal, in each case, that the Board of Directors has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to effect a Recommendation Change would be inconsistent with its fiduciary duties under applicable law.

The Board of Directors may only effect a Recommendation Change or authorize us to terminate the Merger Agreement for an Intervening Event if the Board of Directors determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable law and:

For purposes of this proxy statement, an “Intervening Event” has the meaning set forth in the Merger Agreement, and means that the Board of Directors (or a committee thereof) may effect a Recommendation Change pursuant to the first, third, or fifth bullets of the definition of Recommendation Change only in response to any material event or development or material change in circumstances with respect to Smartsheet and our subsidiaries that was (i) not actually known to, or reasonably foreseeable to, the Board of Directors as of the date of the Merger Agreement (or if known or reasonably foreseeable to the Board of Directors as of the date of the Merger Agreement, the material consequences of which were not known or reasonably foreseeable to the Board of Directors as of the date of the Merger Agreement), which became known to the Board of Directors after the date of the Merger Agreement but prior to the approval of our shareholder; and (ii) does not relate to (a) any Alternative Acquisition Proposal; (b) the mere fact, in and of itself, that Smartsheet meets or exceeds any internal or published or third-party projections, forecasts, estimates or predictions of revenue, earnings, or other financial or operating metrics for any period ending on or after the date of the Merger Agreement, or changes after the date hereof in the market price or trading volume of our common stock or the credit rating of Smartsheet (it being understood that the underlying cause of any of the foregoing in this clause (b) may be considered and taken into account); or (c) any change resulting primarily from a breach of the Merger Agreement by Smartsheet or our subsidiaries.

In addition, the Board of Directors may only effect a Recommendation Change or authorize us to terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal substantially concurrently with the termination of the Merger Agreement if:

In the event of any material amendments or modifications to such Alternative Acquisition Proposal, we are required to deliver a new written notice to Parent and to comply with the requirements of the Merger Agreement with respect to such new written notice (it being understood that the four business day period shall be three business days with respect to such new written notice).

Each of Parent and Merger Sub, on the one hand, and Smartsheet, on the other hand, agreed to file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”), a Notification and Report Form relating to the Merger Agreement and the Transactions (the “HSR Filings”) as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), promptly, and in no event later than 10 business days after the date of the Merger Agreement.

Each of Parent and Smartsheet has agreed to (i) as soon as reasonably practicable after the date of the Merger Agreement, file any and all notification and report forms required under other applicable laws in certain jurisdictions set forth in our confidential disclosure letter with respect to the Merger and the Transactions, (ii) cooperate and coordinate with the other in the making of the HSR Filings and the filings described in clause (i), and will not (and shall permit any of their respective Affiliates, as applicable, to) withdraw any filing, or commit to or agree with any governmental entity to stay, toll, or extend, any applicable waiting period without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed), and (iii) promptly make an appropriate response to any request by a governmental entity for any additional information or documents pursuant to any law. Parent and Merger Sub shall use reasonable best efforts to (a) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the Transactions, or (b) avoid the entry of any order or judgment that would prohibit or delay the consummation of the Transactions, so as to enable the parties to close the Transactions as soon as reasonably practicable (but in no event later than the End Date). In the event that any information in the filings submitted pursuant to the Merger Agreement, the parties shall maintain the confidentiality of the same, and the parties shall seek authorization from the applicable governmental entity to withhold such information from public view. In no event will Parent, Merger Sub, or any of Parent’s Affiliates or subsidiaries be obligated to take any action with respect to any of Parent’s Affiliates (excluding Parent and Merger Sub), including any investment funds or investment vehicles affiliated with, or managed and advised by, Blackstone Inc. or Vista Equity Partners, and (c) any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone Inc. or Vista Equity Partners or of any such investment funds or investment vehicles, or any interests therein).

Smartsheet, Parent, and Merger Sub will use reasonable best efforts to cooperate and consult with each other in connection with the making of all registrations, filings, notifications, substantive written or oral communications and submissions pursuant to the Merger Agreement, and, subject to applicable law and the instructions of any governmental entity, Smartsheet, on the one hand, and Parent and Merger Sub, on the other hand, shall keep each other apprised of the status of matters relating to the completion of the Transactions, including furnishing the other with copies of (or, in the case of oral communications, advise the other party of) notices or other substantive communications received by Smartsheet or Parent, as the case may be, or any of our or their respective subsidiaries, from any third party and/or any governmental entity with respect to the Transactions. Subject to applicable law relating to the exchange of information, Smartsheet, on the one hand, and Parent and Merger Sub, on the other hand,

In furtherance and not in limitation of the foregoing covenants, if any administrative or judicial action or proceeding, including any proceeding brought by any governmental entity or by a private party, is instituted challenging the Merger as violative of any law, each of Smartsheet, Parent and Merger Sub shall (i) contest and resist any such proceeding; (ii) seek to have vacated, lifted, reversed or overturned any injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger; and (iii) reasonably cooperate in all respects with each other with respect to the foregoing clauses (i) and (ii).

Parent has agreed that neither it nor any of Merger Sub, BX IX, or VEPF VIII will, from the date of the Merger Agreement until the Termination Date or Effective Date, acquire or agree to acquire by merger or consolidation with, or by purchasing a portion of the assets of or equity in, any person, in each case that would require a filing under the HSR Act or other Antitrust and Foreign Investment Law if the entry of a definitive agreement with respect to the foregoing would reasonably be expected to prevent, materially delay, or materially impair Parent’s ability to obtain the approval of any governmental authority under any antitrust laws or the expiration or termination of any applicable waiting period with respect to the Transactions.

Smartsheet has agreed to take all action necessary in accordance with applicable law, NYSE requirements and Smartsheet’s organizational documents to establish a record date for, duly give notice of, convene and hold the Company Shareholders’ Meeting as soon as reasonably practicable (and in no event later than the forty-fifth (45th) day) following the mailing of this proxy statement for the purpose of voting upon the adoption of the Merger Agreement and the approval of the Merger. Once established, Smartsheet will not change the record date for the Company Shareholders’ Meeting without the prior written consent of Parent.

Each of Smartsheet and Parent has agreed that the Company, Parent, and Merger Sub shall consult with each other before issuing any public release or public announcement with respect to the Merger Agreement or the Transactions and will not issue any such press release or public announcement prior to consulting with the other parties, subject to certain exceptions, including among others, except as required by applicable law or applicable stock exchange rules or regulations or any listing agreement, in which case the party required to make the release or announcement will use its reasonable best efforts to consult with the other party, and give good faith consideration to any input received, prior to the time such disclosure is so required to be issued.

The Merger Agreement provides for certain indemnification, expense advancement and exculpation rights from and after the Effective Time in favor of each current and former director and officer of Smartsheet and our subsidiaries (each, a “D&O Indemnitee”) with respect to matters existing or occurring at or prior to the Effective Time. In addition, Parent has agreed to cause the Surviving Corporation, (i) to maintain for a period of not less than six years from the Effective Time provisions in the respective articles of incorporation, bylaws and other organizational documents of Smartsheet and our subsidiaries concerning the indemnification and exculpation (including provisions relating to expense advancement) of the D&O Indemnitees, providing substantially equivalent benefits to those persons as the provisions of the articles of incorporation, bylaws, indemnification agreements, and

Smartsheet shall purchase a six year prepaid, non-cancelable “tail” policy on Smartsheet’s current policies of directors’ and officers’ liability insurance on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Smartsheet and our subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Transactions contemplated by the Merger Agreement (a “Tail Policy”). In no event will Parent or the Surviving Corporation be required to expend for such policies an aggregate or total premium amount in excess of 350% of the last annual premium paid by Smartsheet prior to the date of the Merger Agreement (the “Maximum Premium”). If no such Tail Policy is available for less than the Maximum Premium, then Smartsheet or the Surviving Corporation shall obtain as much coverage as reasonably practicable for the Maximum Premium.

In the event that Parent or the Surviving Corporation consolidates with or merges into any other person in which Parent or the Surviving Corporation is not the continuing or surviving corporation or entity in such consolidation or merger, or transfers all or substantially all of its properties and assets to any person, then Parent shall cause the successors and assigns of Parent or the Surviving Corporation, as the case may be, to assume the obligations set forth above to the D&O Indemnitees.

Smartsheet has agreed to keep Parent reasonably informed of the status of, and cooperate with Parent in connection with, any shareholder litigation or similar proceeding against the Company or its directors or officers relating to the Transactions (the “Merger Litigation”). In addition, Smartsheet (i) shall give Parent a reasonable opportunity to participate in the defense or settlement of any such Merger Litigation, (ii) shall consult in good faith with Parent with respect to the defense, settlement, and prosecution of any Merger Litigation, and (iii) shall not settle, or offer to settle, any such Merger Litigation without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed).

For the period commencing on the Effective Time and ending on the earlier of (i) the first anniversary of the Effective Time or (ii) the date of termination of such employee (such earlier period, the “Continuation Period”), Parent has agreed to provide each current Smartsheet employee as of the Effective Time who continues employment following the Effective Time (a “Continuing Employee”) with: (a) base compensation and target annual or short-term cash incentive opportunities (including target short-term commission-based cash incentive opportunities) that, in each case, are no less favorable than were provided to the Continuing Employee immediately before the Effective Time, and (b) employee benefits (other than stock purchase plans, change in control, transaction, nonqualified deferred compensation, defined benefit pension, or post-employment welfare plans or arrangements) that are substantially comparable in the aggregate to those that were provided to the Continuing Employee immediately before the Effective Time under Smartsheet’s benefit plans. In addition, Parent will cause the Surviving Corporation to provide to each Smartsheet employee whose employment terminates during the Continuation Period under circumstances that would give rise to cash severance pay, vesting acceleration or benefits under the existing terms of certain Company benefit plans designated as a severance plan, policy or practice (the “Company Severance Plans”), cash severance pay, vesting acceleration or benefits equal to those under the Company Severance Plans.

Prior to the Effective Time, subject to the limitations set forth in the Merger Agreement, each of Smartsheet and our subsidiaries will provide or use its reasonable best efforts to, and will use its reasonable best efforts to cause its respective officers, employees, and other representatives with appropriate seniority and expertise to, provide, as applicable, cooperation reasonably requested by Parent and Merger Sub, at Parent’s sole cost and expense, in connection with any debt financing arrangements of Parent or Merger Sub in connection with the Transactions (the

The Merger Agreement does not require Smartsheet or any of our subsidiaries to, in connection with the Debt Financing, (i) pass resolutions or consents to approve or authorize the execution of the Debt Financing, except those which are subject to the occurrence of the Closing passed by directors or officers continuing in their positions following the Closing; (ii) execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that is not contingent upon the Closing; (iii) pay any commitment or other similar fee or incur any other expense, liability, or obligation in connection with the Debt Financing prior to the Closing; (iv) require the Company or any of its Affiliates to provide access to or disclose information that the Company or any of its Affiliates reasonably determines would jeopardize any attorney-client privilege; or (v) provide any information that is not reasonably available to Smartsheet under its current reporting system or maintained in the ordinary course of business (except with respect to historical financial statements, historical financial data, pro forma financial statements, and pro forma financial data required pursuant to the Debt Financing).

Obtaining the Debt Financing is not a condition to the Closing.

The respective obligations of Parent, Merger Sub, and Smartsheet to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable law, except with respect to the approval of the Merger Agreement by Smartsheet’s shareholders, which is not waivable) of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by Parent:

In addition, the obligation of Smartsheet to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by Smartsheet:

The Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time in the following ways:

If the Merger Agreement is validly terminated, the Merger Agreement will become void and have no effect (other than the confidentiality and certain other specified provisions therein) and, subject to the payment of the Termination Fee (as defined below), there will be no liability on the part of any party thereto or any of their Affiliates, officers, directors or shareholders, other than liability of Smartsheet, Parent or Merger Sub, as the case may be, for fraud or any Willful and Material Breach (as defined below) of the Merger Agreement occurring prior to (or in connection with) such termination.

“Willful and Material Breach” means with respect to any breaches or failures to perform any of the covenants or other agreements contained in this Agreement, a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with actual knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a material breach of this Agreement.

Smartsheet has agreed to pay to Parent a termination fee of $250,000,000 (the “Company Termination Fee”) in the event that:

If the Merger Agreement is terminated pursuant to the foregoing clause (1) prior to the No-Shop Period Start Date to enter into a definitive agreement with respect to a Superior Proposal received from an Excluded Party, then the “Company Termination Fee” shall be $125,000,000.

Parent’s right to receive the Company Termination Fee (and, in respect of any overdue payment, if applicable, (i) reimbursement of Parent’s expenses (including disbursements and fees of counsel) incurred in the successful

Parent has agreed to pay Smartsheet a termination fee of $500,000,000 (the “Parent Termination Fee”) in the event that:

Parent and Merger Sub, on the one hand, and Smartsheet, on the other hand, are entitled to an injunction, specific performance, and other equitable relief to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity. It is explicitly agreed that Smartsheet has the right, subject to the terms and conditions of the Merger Agreement and the Equity Commitment Letters, to an injunction, specific performance, or other equitable remedies in connection with enforcing the obligations of Parent and Merger Sub to consummate the Merger and cause the equity financing to be funded to fund the Merger (including to cause Parent to enforce the obligations of an Equity Investor under its Equity Commitment Letter in order to cause the equity financing to be timely completed in accordance with and subject to the terms and conditions set forth in such investor’s Equity Commitment Letter).

The maximum aggregate liability for monetary damages of the Parent Parties for breaches under the Merger Agreement, the Limited Guaranties or the Equity Commitment Letters will not exceed $505,000,000 in the aggregate. The maximum aggregate liability for monetary damages of the Company Parties for breaches under the Merger Agreement will not exceed $505,000,000 in the aggregate. Notwithstanding such limitations of liability, Parent, Merger Sub, and Smartsheet will be entitled to an injunction, specific performance, or other equitable relief as provided in the Merger Agreement.

“Parent Parties” means (i) Parent, (ii) Merger Sub, (iii) BX IX, (iv) VEPF VIII, (v) Platinum Falcon, and (vi) any of Parent’s, Merger Sub’s, BX IX’s, VEPF VIII’s, or Platinum Falcon’s former, current and future affiliates, assignees, shareholders, limited partners, controlling persons, directors, officers, employees, agents, attorneys, and other representatives.

“Company Parties” means (i) Smartsheet and (ii) any of Smartsheet’s former, current, and future affiliates, assignees, shareholders, controlling persons, directors, officers, employees, agents, attorneys, and other representatives.

Except in specified circumstances, whether or not the Merger is completed, Smartsheet, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective fees and expenses incurred in connection with the Transactions.

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, except that matters relating to the fiduciary duties of the Company Board and matters that are specifically required by the WBCA in connection with the Merger shall be governed by the laws of the State of Washington.