Zuora (ZUO) PRER14APreliminary revised proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Amendment No. 1

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ZUORA, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

N/A

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

ZUORA, INC.

101 Redwood Shores Parkway

Redwood City, California 94065

To the Stockholders of Zuora, Inc.:

You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement, or other delay thereof, the “Special Meeting”) of Zuora, Inc., a Delaware corporation (“Zuora” or the “Company”). The Special Meeting will be held on [●], 2025 at [●], Pacific time. You may attend the Special Meeting via a live interactive webcast at [●]. You will be able to listen to the Special Meeting live and submit a proxy online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of October 17, 2024 (the “Merger Agreement”), among Zodiac Purchaser, L.L.C. (“Parent”), Zodiac Acquisition Sub, Inc. (“Merger Sub”) and Zuora. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with Silver Lake Group, L.L.C. (“Silver Lake”), a global technology investment firm. The transaction includes a significant minority investment from an affiliate of GIC Pte. Ltd. (“GIC”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Zuora, with Zuora surviving such merger as a wholly owned subsidiary of Parent (the “Merger”). At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Zuora to its named executive officers in connection with the Merger, and a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.

If the Merger is completed, at the effective time of the Merger, each share of Zuora’s (1) Class A Common Stock, par value $0.0001 per share (the “Zuora Class A Common Stock”), and (2) Class B Common Stock, par value $0.0001 per share (the “Zuora Class B Common Stock” and together with the Zuora Class A Common Stock, the “Zuora Common Stock”), that is outstanding as of immediately prior to the effective time of the Merger, subject to certain exceptions specified in the Merger Agreement, will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $10.00 per share, without interest thereon and subject to any applicable withholding taxes (the “Per Share Price”). This amount represents an 18% premium to Zuora’s unaffected closing stock price of $8.47 per share on April 16, 2024, the last full trading day prior to media reports regarding a possible transaction, as well as a premium of approximately 15% over the volume weighted average trading price of $8.73 during the 60-day period ending October 16, 2024.

The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the Merger is completed, Zuora will become a privately held company, wholly owned by Parent.

Zuora’s Board of Directors (the “Zuora Board”) formed a Special Committee of the Zuora Board comprised solely of independent and disinterested directors (the “Special Committee”) to explore, consider, review, evaluate and, if appropriate, negotiate the terms of, one or more strategic alternatives to the then-current stand-alone plan for Zuora, including a potential sale of Zuora (the foregoing, collectively, the “Strategic Alternatives Process”). The Zuora Board delegated to the Special Committee the power and authority of the Zuora Board for

certain actions, including to: (1) direct, supervise and oversee the Strategic Alternatives Process; (2) pursue, evaluate and negotiate the terms and conditions of one or more transactions pursuant to the Strategic Alternatives Process; (3) determine, in consultation with its advisers, if any, whether a strategic alternative transaction is advisable and is fair to, and in the best interest of, Zuora and its stockholders (including stockholders other than Mr. Tien Tzuo, Silver Lake and their respective affiliated entities or any other subset of the stockholders of Zuora that the Special Committee determines to be appropriate); (4) recommend in favor or against approval of any strategic alternative transaction to the Zuora Board; (5) if Zuora enters into any contracts or agreements with respect to a strategic alternative transaction or the Strategic Alternative Process, enforce such contracts or agreements; and (6) retain the Special Committee’s own financial, legal and other advisors as it may deem necessary or appropriate in performing its responsibilities and duties; and (7) take such other actions as the Special Committee may deem to be necessary or appropriate in order for the Special Committee to discharge its duties. In addition, the Zuora Board resolved that it would not approve a strategic alternative transaction without a prior favorable recommendation of such transaction by the Special Committee. The Special Committee, as more fully described in the enclosed proxy statement, with the assistance of its own independent financial and legal advisors, considered, evaluated and negotiated the Merger Agreement. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Zuora and the Unaffiliated Company Stockholders (as defined below), (2) recommended that the Zuora Board determine that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Zuora and its stockholders and adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (3) recommended that, subject to approval by the Zuora Board, the Zuora Board submit the Merger Agreement to Zuora’s stockholders entitled to vote thereon for adoption thereby and resolve to recommend that such stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger.

The Zuora Board, acting upon the unanimous recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Zuora and its stockholders, (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (3) directed that the Merger Agreement be submitted to Zuora’s stockholders entitled to vote thereon for adoption thereby and resolved to recommend that such stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

The Zuora Board unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, (2) “FOR” the compensation that will or may become payable by Zuora to its named executive officers in connection with the Merger, and (3) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares you own. Under the terms of the Merger Agreement, the approval of the proposal to adopt the Merger Agreement requires the affirmative vote of (1) the holders of a majority of the voting power of the outstanding shares of capital stock of Zuora entitled to vote thereon, voting as a single class, (2) the holders of a majority of the voting power of the outstanding shares of capital stock of Zuora held by the Unaffiliated Company Stockholders entitled to vote thereon, voting as a single class, and (3) the holders of a majority of the outstanding shares of Zuora Class A Common Stock and Zuora Class B Common Stock entitled to vote thereon, each voting separately as a class. The “Unaffiliated Company Stockholders” means the holders of Zuora Common Stock, excluding (1) any holder who enters into a rollover agreement, including Mr. Tien Tzuo and certain of his affiliates that hold shares of Zuora Common Stock (Mr. Tzuo and such affiliates of his, the “CEO Rollover Stockholders”), (2) Silver Lake or its affiliates (including Parent and Merger Sub), (3) any person that Zuora has determined to be an “officer” of Zuora within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, and (4) those members of the Zuora Board who are (A) not members of the Special Committee or (B) members designated by an affiliate of Silver Lake. Each record holder of Zuora Class A Common Stock is entitled to one vote for each share of Zuora Class A

Common Stock owned of record as of the close of business on [●] (the “Record Date”). Each record holder of Zuora Class B Common Stock is entitled to ten votes for each share of Zuora Class B Common Stock owned of record as of the close of business on the Record Date. If you fail to vote on the proposal to adopt the Merger Agreement, the effect will be the same as a vote against such proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, and the other proposals to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Zuora Board and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

In connection with the execution of the Merger Agreement, the CEO Rollover Stockholders have entered into a voting, support and rollover agreement (the “Support and Rollover Agreement”), pursuant to which the CEO Rollover Stockholders agreed to vote all of their respective shares of Zuora Common Stock in favor of the adoption of the Merger Agreement and certain other matters, subject to certain terms and conditions contained in the Support and Rollover Agreement. As of October 15, 2024, the CEO Rollover Stockholders beneficially owned, collectively, approximately 6.4% (which is inclusive of any outstanding Zuora Options exercisable within 60 days of the date of the Merger Agreement) of the outstanding shares of Zuora Common Stock, representing approximately 38% of the voting power of outstanding shares of Zuora Common Stock. In addition, pursuant to the Support and Rollover Agreement and subject to the terms and conditions described in the section of the proxy statement captioned “The Voting, Support and Rollover Agreement,” among other things, the CEO Rollover Stockholders will contribute to a direct or indirect parent company of Parent shares of Zuora Common Stock with an aggregate value (based on the Per Share Price) equal to $70,000,000 in exchange for equity interests in such direct or indirect parent company of Parent (such shares, the “Rollover Shares”), which contribution and exchange will happen immediately prior to the closing of the Merger (the “Closing”). As a result of the Merger, the Rollover Shares contributed to such parent company of Parent by the CEO Rollover Stockholders will be canceled and extinguished without any conversion thereof or consideration paid therefor. A copy of the Support and Rollover Agreement is attached as Annex C to the proxy statement.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or mark, sign, date and return the enclosed proxy card by mail as promptly as possible using the enclosed prepaid reply envelope. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to grant your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-2689 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

Thank you for your support.

Sincerely,

Andrew M. Cohen

Chief Legal Officer and Corporate Secretary

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

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

ZUORA, INC.

101 Redwood Shores Parkway

Redwood City, California 94065

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●]

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of Zuora, Inc., a Delaware corporation (“Zuora”), will be held on [●], at [●], Pacific time, for the following purposes:

The foregoing matters are more fully described in the attached proxy statement. The proxy statement, as well as the Merger Agreement attached thereto, are hereby incorporated by reference in this Notice.

Under the terms of the Merger Agreement, the approval of the proposal to adopt the Merger Agreement requires the affirmative vote of (1) the holders of a majority of the voting power of the outstanding shares of capital stock of Zuora entitled to vote thereon, voting as a single class, (2) the holders of a majority of the voting power of the outstanding shares of capital stock of Zuora held by the Unaffiliated Company Stockholders (as defined below) entitled to vote thereon, voting as a single class, and (3) the holders of a majority of the outstanding shares of Zuora Class A Common Stock and Zuora Class B Common Stock entitled to vote thereon, each voting separately as a class. The “Unaffiliated Company Stockholders” means the holders of Zuora Common Stock, excluding (1) any holder who enters into a rollover agreement, including Mr. Tien Tzuo and certain of his affiliates that hold shares of Zuora Common Stock, (2) Silver Lake or its affiliates (including Parent and Merger Sub), (3) any person that Zuora has determined to be an “officer” of Zuora within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, and (4) those members of the Zuora Board who are (A) not members of the Special Committee or (B) members designated by an affiliate of Silver Lake. Approval of each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of Zuora Common Stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.

The Special Meeting will be held by means of a live interactive webcast on the internet at [●]. We believe this is the most effective approach for enabling stockholder attendance and participation. The Special Meeting will begin promptly at [●], Pacific time. Online check-in will begin at [●], Pacific time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Only Zuora’s stockholders as of the Record Date are entitled to notice of, and to vote at, the Special Meeting or at any postponement or adjournment thereof. A list of stockholders of record entitled to vote at the Special Meeting will be available at Zuora’s corporate offices located at 101 Redwood Shores Parkway, Redwood City, California 94065 during regular business hours for a period of no less than 10 days before the Special Meeting and on the virtual meeting website during the Special Meeting.

Zuora’s Board of Directors, acting upon the unanimous recommendation of the Special Committee of Zuora’s Board of Directors, unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, (2) “FOR” the compensation that will or may become payable by Zuora to its named executive officers in connection with the Merger, and (3) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record holders and beneficial owners of Zuora Common Stock who do not vote in favor of the proposal to adopt the Merger Agreement and who otherwise comply with the requirements under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the “fair value” of their shares of our common stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest thereon, as described in the accompanying proxy statement) in lieu of receiving $10.00 per share in cash if the Merger is completed, as determined in accordance with Section 262 of the DGCL. To do so, a record holder or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement at the Special Meeting and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or sign, date and return, as promptly as possible, the enclosed proxy card by mail in the postage-paid envelope provided. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal.

By Order of the Board of Directors,

Andrew M. Cohen

Chief Legal Officer and Corporate Secretary

Redwood City, California

[●]

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

ZUORA, INC.

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●]

This proxy statement is dated [●] and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [●].

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

CONTENTS

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CERTAIN DEFINED TERMS

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

CEO Rollover Stockholders means Mr. Tien Tzuo, 70 Thirty Trust and The Next Left Trust.

Certificate of Merger means a certificate of merger in such form as required by and in accordance with the applicable provisions of the DGCL.

Code means the Internal Revenue Code of 1986, as amended.

Compensation Proposal means the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Zuora to its named executive officers in connection with the Merger.

Convertible Notes means Zuora’s 3.95% / 5.50% Convertible Senior PIK Toggle Notes due March 31, 2029 issued pursuant to the Convertible Notes Indenture.

Convertible Notes Indenture mean the Indenture, dated as of March 24, 2022, between Zuora and U.S. Bank Trust Company, National Association, as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of September 22, 2023, and as further amended and supplemented from time to time.

DGCL means the General Corporation Law of the State of Delaware.

Dissenting Shares means all shares of Zuora Common Stock that are issued and outstanding as of immediately prior to the effective time of the Merger and held by Zuora stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised and not withdrawn their statutory rights of appraisal in respect of such shares of Zuora Common Stock in accordance with Section 262 of the DGCL.

DOJ means the Antitrust Division of the U.S. Department of Justice.

Effective Time means such date and at such time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time and date as may be agreed by the parties to the Merger Agreement in writing and specified in the Certificate of Merger.

Equity Commitment Letters means (1) the commitment letter, dated October 17, 2024, between Parent and Silver Lake Alpine II, L.P. and (2) the commitment letter, dated October 17, 2024, between Parent and Hux Investment Pte. Ltd., pursuant to which each Equity Investor has committed, subject to the terms and conditions therein, to invest in Parent the amounts set forth therein.

Equity Investors means Silver Lake Alpine II, L.P. and Hux Investment Pte. Ltd.

ESPP means Zuora’s 2018 Employee Stock Purchase Plan, as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

Exchange Act means the Securities Exchange Act of 1934, as amended.

FTC means the Federal Trade Commission.

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GAAP means U.S. generally accepted accounting principles.

GIC means GIC Pte. Ltd.

GIC Investor means Hux Investment Pte. Ltd.

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

IRS means the Internal Revenue Service.

Merger means the merger of Merger Sub with and into Zuora pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL, with Zuora surviving the Merger as a direct, wholly owned subsidiary of Parent.

Merger Agreement means the Agreement and Plan of Merger, dated as of October 17, 2024, by and among Zuora, Parent and Merger Sub, as it may be amended, supplemented or modified from time to time.

Merger Proposal means the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Zuora, with Zuora continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Parent.

Merger Sub means Zodiac Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent.

NYSE means the New York Stock Exchange and any successor stock exchange.

Owned Company Shares means, collectively, (1) the shares of Zuora Common Stock held by Zuora and its subsidiaries, (2) the shares of Zuora Common Stock owned by Parent or Merger Sub, (3) the shares of Zuora Common Stock owned by the Rollover Stockholders that such Rollover Stockholders have agreed to contribute to a direct or indirect parent company of Parent pursuant to those certain Support Agreements entered into in connection with the Merger and (4) the shares of Zuora Common Stock owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the Merger.

Parent means Zodiac Purchaser, L.L.C., a Delaware limited liability company.

Parent Entities means Merger Sub and Parent.

Per Share Price means $10.00 in cash per share of Zuora Common Stock, without interest thereon and subject to any applicable withholding taxes.

Purchaser Filing Parties means (1) the Parent Entities, (2) the Silver Lake Filing Parties and (3) the Tzuo Filing Party.

Qatalyst Partners means Qatalyst Partners LP.

Record Date means [●].

Rollover Shares means the shares of Zuora Common Stock contributed to Parent (or any direct or indirect parent company thereof) by the Rollover Stockholders pursuant to the Support Agreements.

Rollover Stockholders means any holder of Zuora Common Stock who enters into a rollover agreement, including the CEO Rollover Stockholders.

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SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Silver Lake means Silver Lake Group, L.L.C.

Silver Lake Filing Parties means Silver Lake, Zodiac Guarantor, L.L.C., Zodiac Holdco, L.L.C., Silver Lake Alpine Associates II, L.P., SLA Zurich Holdings, L.P., SLA Zurich GP, L.L.C., SLA Zurich Aggregator, L.P., SL Alpine II Aggregator GP, L.L.C., Silver Lake Alpine II, L.P. and SLA II (GP), L.L.C., as further described in the section of this proxy statement captioned “Important Information Regarding the Purchaser Filing Parties—Silver Lake Filing Parties.”

Silver Lake Investor means Silver Lake Alpine II, L.P.

Special Committee means that certain committee established by the Zuora Board on March 15, 2024 comprised solely of independent and disinterested members of the Zuora Board.

Special Meeting means the special meeting of the stockholders of Zuora to be held on [●] at [●], Pacific time, and any adjournment or postponement thereof.

Support Agreements means (1) the Support and Rollover Agreement and (2) any rollover agreement entered into after the date hereof between an affiliate of Parent, on the one hand, and any holder of Zuora Common Stock, on the other hand.

Support and Rollover Agreement means the voting, support and rollover agreement, dated October 17, 2024, by and among Parent, Zodiac Holdco, L.L.C., Zuora, the CEO Rollover Stockholders and, solely for the purposes specified therein, Silver Lake Alpine II, L.P.

Surviving Corporation means Zuora, as the surviving corporation of the Merger.

Tzuo Filing Parties means Mr. Tien Tzuo, The Next Left Trust and the 70 Thirty Trust.

Unaffiliated Company Stockholders means the holders of Zuora Common Stock, excluding those shares of Zuora Common Stock held, directly or indirectly, by or on behalf of (1) the Rollover Stockholders, (2) Silver Lake or its affiliates (including Parent and Merger Sub), (3) any person that Zuora has determined to be an “officer” of Zuora within the meaning of Rule 16a-1(f) of the Exchange Act and (4) those members of the Zuora Board who are (A) not members of the Special Committee or (B) members designated by an affiliate of Silver Lake.

Warrant Agreements means, collectively, (1) the Warrant to Purchase Shares of Zuora Class A Common Stock at an exercise price per share of $20.00, dated as of March 24, 2022, by and between Zuora and SLA Zurich Aggregator, L.P., (2) the Warrant to Purchase Shares of Zuora Class A Common Stock at an exercise price per share of $22.00, dated as of March 24, 2022, by and between Zuora and SLA Zurich Aggregator, L.P. and (3) the Warrant to Purchase Shares of Zuora Class A Common Stock at an exercise price per share of $24.00, dated as of March 24, 2022, by and between Zuora and SLA Zurich Aggregator, L.P., each as amended from time to time.

Zuora means Zuora, Inc. In addition, the terms “the Company,” “we,” “us” and “our” refer to Zuora, Inc.

Zuora Board means the board of directors of Zuora, Inc.

Zuora Bylaws means the Amended and Restated Bylaws of Zuora, Inc., as amended April 30, 2020.

Zuora Class A Common Stock means the Class A Common Stock, par value $0.0001 per share, of Zuora.

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Zuora Class B Common Stock means the Class B Common Stock, par value $0.0001 per share, of Zuora.

Zuora Common Stock means, collectively, Zuora Class A Common Stock and Zuora Class B Common Stock.

Zuora Equity Awards means Zuora Options, Zuora RSUs and Zuora PSUs.

Zuora Options means each option to purchase shares of Zuora Common Stock granted under any Zuora Stock Plan.

Zuora PSUs means each restricted stock unit covering shares of Zuora Common Stock outstanding immediately prior to the Effective Time that is subject in whole or in part to performance-based vesting conditions, including performance goals or metrics, that was granted under any Zuora Stock Plan.

Zuora RSUs means each restricted stock unit covering shares of Zuora Common Stock outstanding immediately prior to the Effective Time that is subject to vesting conditions based solely on continued employment or service that was granted under any Zuora Stock Plan.

Zuora Stock Plan means collectively, Zuora’s 2006 Stock Plan, 2015 Equity Incentive Plan and 2018 Equity Incentive Plan, each as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

Zuora Warrants means warrants to purchase shares of Zuora Class A Common Stock issued to SLA Zurich Aggregator, L.P. pursuant to the Warrant Agreements and in connection with the Investment Agreement, dated as of March 2, 2022, by and among Zuora and Silver Lake Alpine II, L.P. and the other parties named therein.

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. Zuora encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Zuora refers in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find Additional Information.”

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Zuora Common Stock without attending the Special Meeting and to ensure that your shares of Zuora Common Stock are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, Zuora encourages you to submit a proxy as soon as possible.

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Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of Zuora Common Stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.

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With respect to the Merger Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will have the same effect as voting “AGAINST” the Merger Proposal. With respect to the Compensation Proposal and the Adjournment Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will not have any effect on the outcome of the vote on the Compensation Proposal or Adjournment Proposal.

The CEO Rollover Stockholders, who beneficially owned, collectively, approximately 38% of the voting power of the outstanding shares of Zuora Common Stock as of October 15, 2024, entered into the Support and Rollover Agreement, pursuant to which such CEO Rollover Stockholders each agreed to vote all of their respective shares in favor of the Merger Proposal, subject to the terms and conditions contained in the Support and Rollover Agreement. However, approval of the Merger Proposal requires the affirmative vote of (1) the holders of a majority of the voting power of the outstanding shares of capital stock of Zuora entitled to vote thereon, voting as a single class, (2) the holders of a majority of the voting power of the outstanding shares of capital stock of Zuora held by the Unaffiliated Company Stockholders entitled to vote thereon, voting as a single class, and (3) the holders of a majority of the outstanding shares of Zuora Class A Common Stock and Zuora Class B Common Stock entitled to vote thereon, each voting separately as a class. For more information, see the sections of this proxy statement captioned “Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger” and “The Voting, Support and Rollover Agreement,” as well as the full text of the Support and Rollover Agreement, attached as Annex C to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

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You should read the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Zuora Board” for a discussion of the factors that the Special Committee and the Zuora Board considered in deciding to recommend and/or approve, as applicable, the approval of the adoption of the Merger Agreement.

In specified circumstances in which the Merger Agreement is terminated, Zuora has agreed to pay Parent a termination fee of $50,500,000. For more information, see the section of this proxy statement captioned “The Merger Agreement—Company Termination Fee.”

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Accordingly, if the Merger Agreement is adopted by Zuora’s stockholders and the Merger is consummated, such compensation will or may be paid to Zuora’s named executive officers regardless of the outcome of this advisory vote.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Zuora Common Stock held in “street name.” If you are a beneficial owner of shares of Zuora Common Stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record.

As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you do not provide your bank, broker or other nominee with voting instructions, your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the Merger Proposal but will have no effect on the outcome of the vote on the Compensation Proposal or the Adjournment Proposal, except to the extent affecting the obtaining of a quorum at the meeting.

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The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Zuora Common Stock and to confirm that your voting instructions have been properly recorded when submitting a proxy to vote electronically over the internet or by telephone. Although there is no charge for submitting a proxy to vote your shares, if you submit a proxy to vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting, you are strongly encouraged to submit a proxy to vote your shares of Zuora Common Stock in advance of the Special Meeting. If you are a stockholder of record or if you provide a “legal proxy” to vote shares that you beneficially own, you may vote your shares of Zuora Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To submit a proxy to vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

Even if you plan to attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, Zuora encourages you to promptly grant your proxy electronically over the internet or by telephone (using card) or sign, date and return the enclosed proxy card. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy previously submitted.

If, as of the Record Date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

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If you hold your shares of Zuora 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 at the Special Meeting if you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Zuora Board with respect to each proposal. This means that they will be voted: (1) “FOR” the approval of the Merger Proposal, (2) “FOR” the approval of the Compensation Proposal, and (3) “FOR” the approval of the Adjournment Proposal, and in the proxyholders’ discretion with respect to any other business that may properly come before the Special Meeting.

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You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

For a more complete description of the U.S. federal income tax considerations of the Merger, see the section of this proxy statement captioned “Special Factors—U.S. Federal Income Tax Considerations of the Merger.”

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-2689 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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SPECIAL FACTORS

Background of the Merger

Zuora conducted its initial public offering on the NYSE on April 12, 2018. Since its IPO, the Zuora Board and Zuora’s management team have, as part of their ongoing consideration and evaluation of Zuora’s strategic goals and plans, periodically reviewed, considered and assessed the Company’s operations and financial performance, as well as overall industry, competitive and macroeconomic conditions, as they may affect those strategic goals and plans, with the goal of enhancing stockholder value. As part of this review, the Zuora Board and Zuora’s management team considered, among other things, the general reduction in Zuora’s average revenue growth from certain of Zuora’s customers in the software-as-a-service industry due to, among other things, macroeconomic factors and the impact of such reduction on the Company’s standalone business and prospects. This review has also at times included, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives.

On March 2, 2022, affiliates of Silver Lake invested in Zuora pursuant to an Investment Agreement (as amended or supplemented from time to time, the “Investment Agreement”; see Exhibits 10.16 and 10.17 to the Company’s Annual Report on Form 10-K filed on March 26, 2024 (the “2024 10-K”)). An entity affiliated with Silver Lake purchased $250,000,000 in aggregate principal amount of Zuora’s 3.95%/5.50% convertible senior PIK toggle notes due 2029 and agreed to purchase an additional $150,000,000 of Convertible Notes in a subsequent closing which occurred in September 2023. Under the indenture governing the Convertible Notes (as amended or supplemented from time to time, the “Indenture”; see Exhibits 4.3 and 4.4 to the 2024 10-K), the Silver Lake holder can convert the $400,000,000 principal amount of Convertible Notes at any time into 20,000,000 shares of Zuora Class A Common Stock at an implied price of $20.00 per share based on the conversion rate specified in the Indenture, subject to further adjustments as described in the Indenture. Additionally, an acquisition transaction such as the Merger would constitute a “fundamental change” as defined in the Indenture, and upon the occurrence of a fundamental change, Silver Lake can require Zuora to repurchase the Convertible Notes at a price equal to the principal amount of the Notes to be repurchased ($400,000,000) plus all remaining scheduled interest on such Convertible Notes (accruing at the PIK rate of 5.5%) through maturity as if such Convertible Notes remained outstanding through maturity for the purposes of this calculation (which amount would be approximately $104,500,000 as of December 31, 2024 (giving effect to the December 2024 interest payment)). In connection with the issuance of the Convertible Notes, Zuora also issued to an entity affiliated with Silver Lake warrants to acquire up to an aggregate 7,500,000 shares of Zuora Class A common stock, exercisable for a period of approximately seven years from the initial closing date of the Convertible Notes and at various exercise prices of $20.00, $22.00 or $24.00 per share (i.e., all of the Zuora Warrants were out-of-the-money with respect to Zuora’s trading price but retained option value at all times described herein). The Investment Agreement, among other things, (i) permitted Silver Lake to appoint a designee to the Zuora Board, which designee was, and remains, Joe Osnoss, as well as an observer to the Zuora Board, (ii) granted Silver Lake certain information rights, and (iii) contained a “standstill” provision, which did not include “don’t ask, don’t waive” language. Silver Lake and Zuora also entered into a confidentiality agreement. Throughout the course of Silver Lake’s investment in Zuora, representatives of Silver Lake, including Mr. Osnoss, have had regular discussions both structured and informal with members of Zuora’s management, including Mr. Tien Tzuo, our founder, chief executive officer and chairman of the Zuora Board, in relation to Silver Lake’s investment in Zuora and Zuora’s business. These discussions generally covered a variety of topics, including customer deals, Zuora’s ongoing evaluation of potential acquisition targets, and, from time to time, Zuora’s strategic prospects and potential strategies to enhance stockholder value.

For the fiscal quarter ended October 31, 2023 (“Q3 2024”), Zuora’s total revenue growth year-over-year declined from 13% (for the fiscal quarter ended October 31, 2022 (“Q3 2023”)) to 9%, annual recurring revenue (as defined in the Q3 2024 earnings press release, “ARR”) growth year-over-year declined from 19% (for Q3 2023) to 13%, and dollar-based retention rate (as defined in such earnings press release, “DBRR”) declined from 109% (for Q3 2023) to 108%. In November and December 2023, Zuora’s management team and Zuora Board met to

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discuss the Company’s performance and strategic plan and initiatives to address the decline in growth. The Zuora Board also discussed whether to pursue a review of strategic alternatives, but declined to do so at that time in favor of executing against the strategic plan and initiatives.

Both before and from time to time after the commencement of Zuora’s strategic alternatives process as described herein, members of Zuora’s management, including Mr. Tzuo, and members of the Zuora Board, including Mr. Osnoss, received outreach and follow-ups from investors, including financial sponsor firms, and other companies in the sector. Mr. Tzuo and other members of Zuora’s management and Mr. Osnoss routinely met with these investors and companies in the ordinary course of business, and no acquisition proposals were made at these meetings. For example, members of Zuora’s management spoke in September 2023 with a financial sponsor firm (“Party A”), in January 2024 with another financial sponsor firm (“Party B”), in February 2024 with a strategic company (“Party C”) and in April 2024 with a financial sponsor firm (“Party D”), and, in the months before the indication of interest described below, Messrs. Tzuo and Osnoss had several conversations with representatives of a financial sponsor firm (“Party E”) which had another portfolio company in Zuora’s industry. Such discussions were reported to the Zuora Board.

After the close of trading on February 1, 2024, Zuora announced an 8% net reduction in workforce and also announced its preliminary expectations based on then-current information that, for its fourth quarter and fiscal year ended January 31, 2024, subscription revenue, total revenue, non-GAAP income from operations, and adjusted free cash flow were expected to be consistent with previous guidance as reported in the “Financial Outlook” section of its earnings press release for the third fiscal quarter of 2024 as furnished in its Current Report on Form 8-K on November 29, 2023. For the period ended January 31, 2024, Zuora announced that, based on then-current information, it anticipated ARR growth of approximately 10% to 10.5% year-over-year (compared to 16% a year earlier) and a DBRR of approximately 106% (compared to 108% a year earlier).

On February 2, 2024, one of Zuora’s top ten institutional stockholders reached out to Zuora management and expressed concerns about Zuora’s business performance. The stockholder suggested that the Company retain a financial advisor to help conduct a strategic alternatives review.

On February 5, 2024, a representative of Party E spoke with Mr. Osnoss in Mr. Osnoss’ capacity as a member of the Zuora Board, and expressed Party E’s interest in a potential strategic transaction with Zuora. Mr. Osnoss subsequently informed Mr. Tzuo and Mr. Pressman, Zuora’s Lead Independent Director, of this outreach, and in consultation with Mr. Pressman conveyed to Party E that the Zuora Board would be updated on Party E’s interest at its scheduled quarterly meeting later that month, and that Zuora would be in touch thereafter.

On February 26, 2024, before Zuora’s scheduled Zuora Board meeting, the representative of Party E spoke again with Mr. Osnoss. The representative reiterated Party E’s interest in acquiring Zuora with the intention of combining it with another portfolio company and mentioned the possibility of submitting a written proposal in the near term (no such written proposal, nor any verbal proposal, was subsequently received from Party E, until the receipt of the Party E April 27 Proposal as defined and described below). Mr. Osnoss, having consulted with Mr. Pressman regarding Party E’s expression of interest, suggested that the representative follow-up with Mr. Pressman, and, subsequent to the February 27, 2024 Zuora Board meeting, conveyed to the representative of Party E that the Zuora Board requested he do the same.

On February 27, 2024, the Zuora Board held a regularly scheduled meeting with members of Zuora’s management in attendance. The Zuora Board discussed the Company’s strategic plan and initiatives, as well as performance against such plan. The Zuora Board reviewed information regarding revenue and ARR growth, risk of future customer churn, slowing DBRR, and challenges associated with execution and timing of changes to the business to address such issues. Members of Zuora’s management provided an investor update and discussed the input received from one of Zuora’s top ten institutional stockholders on February 2, 2024, as described above. The Zuora Board also received an update from Messrs. Tzuo, Pressman and Osnoss regarding outreach from financial sponsor firms, including the expressions of potential acquisition interest received from Party E and the indication by Party E that a written proposal may be forthcoming. In light of the possibility that the Company

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would receive an inbound proposal for a strategic transaction, the Zuora Board discussed the benefits and other considerations of establishing a special committee of independent and disinterested directors to evaluate any such inbound proposals and consider if it was the right time for the Company to explore strategic alternatives to the Company’s standalone plan. The Zuora Board further discussed that the purpose of creating a special committee at this time would not necessarily be to initiate a sale process, but instead to ensure readiness to make a thoughtful determination about whether it was the right time, in view of the best interests of the stockholders generally, to explore a sale of the Company or another strategic alternative to the standalone plan. In the course of this discussion, Mr. Tzuo indicated that he would support the establishment of a special committee. Mr. Osnoss indicated that Silver Lake had not at this time made any decision about what role it might play with respect to any future transaction involving Zuora, and Mr. Osnoss confirmed that he would also support the establishment of a special committee. The Zuora Board directed Zuora’s management, with the assistance of Freshfields US LLP (“Freshfields”), the Company’s outside counsel, to take steps to explore the formation of a special committee, including to assess each director’s independence to potentially serve on such a committee.

Following the February 27, 2024 meeting, the Company’s Chief Legal Officer and representatives of Freshfields sought to ascertain the availability of directors to serve on a special committee and to assess each available director’s independence with respect to Mr. Tzuo, Silver Lake, Party A and Party E and his or her independence and disinterestedness otherwise with respect to a potential strategic transaction.

After the close of trading on February 28, 2024, Zuora reported its financial results for the fiscal fourth quarter and fiscal year 2024 and provided financial guidance for the fiscal first quarter and fiscal year 2025 based on then-current market conditions and expectations. Zuora reported that fiscal fourth quarter 2024 ARR growth was 10%, which was at the low end of the expected ARR growth range previously provided by Zuora on February 1, 2024, and DBRR was 106%. For fiscal year 2025, Zuora announced its expectations of 8-10% ARR growth, down from the fiscal year 2025 expectations of approximately 12% ARR growth provided in Zuora’s third quarter fiscal year 2024 earnings release issued on November 30, 2023.

On March 4, 2024, a representative of Party D spoke with Mr. Osnoss in Mr. Osnoss’ capacity as a member of the Zuora Board, requesting a meeting regarding Zuora. Mr. Osnoss referred the representative to Mr. Tzuo, in his capacity as CEO, and also subsequently updated Mr. Pressman. The representative of Party D thereafter contacted Mr. Tzuo on March 11, 2024 and requested a meeting, and Mr. Tzuo informed this representative that he would need to discuss the request with the Zuora Board before scheduling any meeting with representatives of Party D.

On March 5, 2024, the representative of Party E who had previously contacted Mr. Osnoss contacted Mr. Pressman, as Mr. Osnoss had suggested that he do. The representative reiterated to Mr. Pressman Party E’s interest in a potential strategic transaction with Zuora and indicated that a written communication indicating the same may be forthcoming. No such written communication, nor any verbal proposal, was subsequently received, until the receipt of the Party E April 27 Proposal as defined and described below.

On March 7, 2024, the representative of Party E contacted Mr. Tzuo, and likewise expressed Party E’s interest in a potential strategic transaction with Zuora and requested a meeting with Mr. Tzuo. Mr. Tzuo informed this representative that he would need to discuss the request with the Zuora Board before scheduling any meeting with representatives of Party E.

On March 14, 2024, representatives of Scalar Gauge Fund, LP, which, collectively with certain of its affiliates (“Scalar Gauge”), are one of Zuora’s top institutional stockholders, sent a letter to the Zuora Board expressing concerns regarding stock price performance since Zuora’s IPO in April 2018. The letter outlined several of Scalar Gauge’s perceived concerns including, among other things, the Company’s (i) revenue and ARR growth, (ii) history of multiple reductions in ARR and revenue guidance, (iii) free cash flow and profitability profile benchmarked against peer software companies, (iv) low sales efficiency, (v) operating leverage and organizational structure, and (vi) potential for missing market opportunities. The letter also expressed concerns

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regarding the Company’s dual-class stock structure and other financial metrics. The letter also suggested, among other things, that Zuora entertain a sale process to unlock stockholder value.

On March 15, 2024, the Zuora Board held a meeting, with members of Zuora’s management and representatives of Freshfields in attendance. The Zuora Board received an update on the recent communications with Party D and Party E and the indication by Party E that a written communication may be forthcoming. Separately, the Zuora Board also discussed recent outreach from two stockholders of Zuora (including Scalar Gauge) and the stockholders’ desire that the Company entertain a sale process. The Zuora Board continued to discuss the possible formation, mandate and authority of a special committee to, among other things, evaluate inbound proposals that may be received by the Company (although no such proposals had yet been received) and consider if it was the right time for the Company to explore strategic alternatives to the Company’s standalone plan, including, if the special committee determines advisable, soliciting proposals from third parties. The Zuora Board and representatives of Freshfields also discussed that part of the animating rationale for forming a committee of independent and disinterested directors was to proactively address the possibility that a prospective acquiror would request “rollover” by Mr. Tzuo of his stake in the Company. Mr. Tzuo noted that he fully supported the establishment of an independent special committee and would follow the guidelines previously outlined by Freshfields (including that the favorable recommendation of the special committee would be required for the Zuora Board to move forward with a particular strategic transaction), and reiterated that the Company must do what is in the best interests of all of its stockholders. The Zuora Board then reviewed the results of the director independence assessment conducted by Freshfields. The Zuora Board made note of certain disclosures by two members of the Zuora Board (neither of whom joined the Special Committee) regarding certain investments that each maintained in funds managed by Silver Lake. The Zuora Board also made note of certain disclosures by Mr. Pressman related to an investment by him into a pooled vehicle that was invested in the Silver Lake Alpine II, L.P. in the amount of $250,000, which investment was not material to his personal net worth and which he later exited (as described below), and to the fact that Mr. Pressman is a managing director of an investment firm that has held investments in companies which have been sold to financial sponsor firms, including Party A (whereby, in one transaction, the investment firm owned approximately 10% of a company acquired by Party A for approximately $600 million, and in another transaction, the investment firm owned approximately 15% of a company acquired by Party A for approximately $160 million, although the investment firm “rolled over” the majority of its 15% stake) and Party E. The Zuora Board determined that these disclosed facts would not reasonably be expected to affect Mr. Pressman’s independence and eligibility to serve on the special committee. Following discussion, the Zuora Board unanimously adopted resolutions to establish a special committee of the Zuora Board consisting of Mr. Pressman, Laura Clayton McDonnell and Timothy Haley (Ms. Clayton McDonnell and Mr. Haley disclosed no relationships in response to the director independence assessment conducted by Freshfields), each of whom the Zuora Board determined, after full discussion based on the information gathered prior to the meeting, to be independent of both Mr. Tzuo, Silver Lake, Party A and Party E and to be otherwise independent and disinterested with respect to a potential strategic transaction. The Zuora Board delegated to the Special Committee the authority to, among other things, (i) direct, supervise and oversee any strategic alternatives process; (ii) pursue, evaluate and negotiate the terms and conditions of one or more transactions pursuant to the strategic alternatives process; (iii) determine, in consultation with its advisers whether a strategic transaction is advisable and is fair to, and in the best interests of, Zuora and its stockholders (including stockholders other than Mr. Tzuo, Silver Lake and their respective affiliated entities or any other subset of the stockholders of Zuora that the Special Committee determines to be appropriate); (iv) recommend in favor of or against approval of any strategic transaction by the Zuora Board; and (v) engage the Special Committee’s own financial and legal advisors in connection with the foregoing. The Zuora Board further resolved that the Zuora Board would not approve a strategic transaction without a prior favorable recommendation of such transaction by the Special Committee.

On March 16, 2024, the Special Committee held its inaugural meeting, with representatives of Goodwin Procter LLP (“Goodwin”), the Special Committee’s outside counsel, in attendance. The Special Committee noted that, prior to this meeting, members of the Special Committee had interviewed additional law firms to serve as outside counsel to the Special Committee, before ultimately selecting Goodwin based on Goodwin’s expertise, knowledge of the industry in which Zuora operates and experience advising technology companies as well as special committees in connection with potential strategic transactions. The Special Committee also made note

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that Goodwin had provided customary relationships disclosures with respect to Zuora, Silver Lake, and the potential counterparties that had then expressed interest in engaging in discussions with Zuora (see the section of this proxy statement entitled “Certain Relationships”), which the Special Committee had determined yielded no disabling conflicts of interest. The representatives of Goodwin discussed with the Special Committee its fiduciary duties under Delaware law in connection with a strategic alternatives process, including in the event that Mr. Tzuo or Silver Lake may be viewed as conflicted in a transaction. The Special Committee then discussed with Goodwin the potential participation of Mr. Tzuo, in his various roles as the CEO, a director and a significant stockholder, in a strategic transaction, and related procedural safeguards. The Special Committee then discussed the recent outreach by financial sponsor firms, including Party A, Party B, Party D and Party E. The Special Committee directed Zuora’s management to prepare a long-range standalone financial plan covering five fiscal years for use in the strategic alternatives process.

Also on March 16, 2024, representatives of Goodwin had a call with representatives of Sullivan & Cromwell LLP (“S&C”), outside counsel to Mr. Tzuo. During the call, the attendees discussed the preparation of guidelines for members of Zuora’s management and a representative of S&C confirmed on behalf of Mr. Tzuo that Mr. Tzuo would comply with the MFW Conditions (as defined below) in the event that Mr. Tzuo may be viewed as conflicted in a transaction.

On March 19, 2024, the Special Committee held a meeting, with representatives of Goodwin in attendance. At the Special Committee’s invitation, representatives of Qatalyst Partners LP were interviewed and discussed their qualifications for a possible engagement to serve as financial advisor to the Special Committee in connection with Zuora’s strategic alternatives process.

On March 20, 2024, the Special Committee held a meeting, with representatives of Goodwin in attendance. At the Special Committee’s invitation, Mr. Tzuo joined the meeting and confirmed to the Special Committee that he had not had any prior discussions with any of the potential counterparties that had then expressed interest in engaging in discussions with Zuora, or with Silver Lake, in each case, relating to his individual arrangements (including any “rollover” or employment terms). Mr. Tzuo also confirmed that he currently had no preference among these potential counterparties that he believed was unique to him, compared to the Company’s other stockholders, as the counterparty with which the Company should engage in a potential transaction and remained focused on maximizing stockholder value. Prior to the meeting, Mr. Tzuo was also provided a draft of certain management guidelines by Goodwin on behalf of the Special Committee (the “Management Guidelines”), which among other things provided that Mr. Tzuo would not enter into discussions or negotiations with any potential counterparty regarding his equity participation in (including by way of a “rollover”), or voting, tender or other support for, a transaction, nor any terms of his employment or compensation in respect of a transaction, in each case without the authorization of the Special Committee. Mr. Tzuo confirmed his agreement to abide by the Management Guidelines later that day. After Mr. Tzuo left the meeting, and at the Special Committee’s invitation, representatives of an additional investment bank were interviewed and presented their qualifications for a possible engagement to serve as financial advisor to the Special Committee in connection with Zuora’s strategic alternatives process.

Also on March 20, 2024, Qatalyst Partners provided the Special Committee with a customary relationship disclosure letter, which included disclosures related to Qatalyst Partners’ relationships with Zuora, Silver Lake and the potential counterparties that had then expressed interest in engaging in discussions with Zuora. The Special Committee did not identify any potential or actual conflict of interest that would affect the ability of Qatalyst Partners to fulfill its responsibilities.

On March 24, 2024, the Special Committee held a meeting, with representatives of Goodwin in attendance. The Special Committee determined to proceed to engage Qatalyst Partners as the Special Committee’s financial advisor based on Qatalyst Partners’ qualifications, reputation, independence, extensive expertise, including with respect to serving as a financial advisor to technology companies, advising companies on M&A transactions and serving as an independent financial advisor to special committees of boards of directors, and experience

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advising technology companies in connection with potential strategic transactions, and further directed Goodwin to continue to negotiate an engagement letter with Qatalyst Partners. The Special Committee also made note of Zuora’s pre-existing relationship with another financial advisor, Foros Securities LLC (“Foros”). The Special Committee directed Zuora’s management to negotiate and finalize, with the Special Committee’s supervision, the terms of Foros’ going-forward relationship with the Company, across Foros’ various potential roles with respect to stockholder activism matters, buyside M&A and sellside M&A. With respect to potential sellside M&A, the Special Committee noted that Foros would need to operate under the supervision of the Special Committee and in a manner that would not interfere with Qatalyst Partners’ role as the financial advisor for the Special Committee.

On March 27, 2024, at the request of Party E, Zuora management held a meeting with representatives of Party E and a portfolio company of Party E, with a Special Committee member in attendance. The representatives of Party E and the portfolio company presented on a potential combination between Zuora and the portfolio company. The discussion did not involve any indication of valuation or economic terms.

On March 28, 2024, the Special Committee held a meeting, with representatives of Goodwin in attendance. The Special Committee was provided an update on the meeting with Party E and its portfolio company, and discussed various other administrative matters related to the strategic alternatives process.

On April 2, 2024, Mr. Tzuo attended a social engagement with a representative of a financial sponsor firm (“Party F”) in attendance. At the social engagement, the parties discussed general trends in technology, including artificial intelligence. At the end of the social engagement, the representative of Party F indicated that if Zuora was ever considering a strategic transaction, Party F may be interested in participating.

On April 4, 2024, at the direction of the Special Committee, Mr. Tzuo attended a meeting with representatives of Party E, at which the parties discussed, among other topics, Zuora’s product strategy. Mr. Tzuo noted Zuora remained open-minded to strategic alternatives, but was not currently running a process. Representatives of Party E asked whether Zuora would be willing to enter into a confidentiality agreement to allow further discussions and Mr. Tzuo noted that he would raise that question with the Zuora Board. The discussion did not involve any indication of valuation or economic terms.

On April 5, 2024, the Special Committee and the Company entered into an engagement letter with Qatalyst Partners formalizing the Special Committee’s engagement of Qatalyst Partners as the Special Committee’s financial advisor in connection with the strategic alternatives process effective as of April 3, 2024, on terms approved by the Special Committee.

Also on April 5, 2024, during the course of a meeting, Mr. Osnoss noted to Mr. Tzuo that, subject to approval of the Special Committee, he would like to introduce Mr. Tzuo to representatives of a financial sponsor firm (“Party G”). Following the April 5, 2024 lunch, Mr. Tzuo reported the prospect of an introduction to Party G to the Special Committee.

Also on April 5, 2024, Foros provided the Special Committee with customary relationship disclosures, which included disclosures related to Foros’ relationships with Zuora, Silver Lake and the potential counterparties that had then expressed interest in engaging in discussions with Zuora. The Special Committee did not identify any potential or actual conflicts of interest that would affect the ability of Foros to fulfill its responsibilities to the Company.

On April 8, 2024, the Special Committee held a meeting, with representatives of Goodwin in attendance. The Special Committee noted that the engagement terms between the Company and Foros had been finalized, pursuant to which Foros would provide to the Company services in respect of stockholder activism matters, buyside M&A and potential sellside M&A. With respect to potential sellside M&A, Foros would, in each case solely in accordance with the supervision and direction of management members identified by the Special Committee, engage in activities related to assisting Qatalyst Partners in the marketing of the Company to

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potential acquirors. The Special Committee noted that Foros and Freshfields would be advisors to the Company and the Company’s management team, and thus that the Special Committee and its own advisors should be mindful about the information shared with Foros and treat Foros and Freshfields as members of Zuora management. The Special Committee then approved the terms of Foros’ and Freshfields’ engagements with the Company to the extent that they apply to the Special Committee’s mandate with respect to the strategic alternatives process. The engagement letters between the Company and Foros were entered into later that day. The Special Committee also reviewed the recent meetings between Mr. Tzuo and Party F and Party D, as well as Mr. Osnoss’ suggestion to introduce Mr. Tzuo to representatives of Party G, each as described above. Following discussion, the Special Committee determined to permit additional meetings with these and other potential counterparties that had then expressed interest in engaging in discussions with Zuora, provided that each meeting was attended by a member or a representative of the Special Committee and that members of Zuora management attending such meetings abide by the Management Guidelines and receive input from Qatalyst Partners and Foros in advance, now that both financial advisors had been engaged.

On April 8, 2024, Scalar Gauge emailed Mr. Tzuo and the Zuora Board reiterating Scalar Gauge’s concerns regarding, among other things, Zuora’s stock price performance.

On April 9, 2024, a representative of Qatalyst Partners, at the direction of the Special Committee, had a discussion with a representative of Scalar Gauge regarding the concerns of Scalar Gauge and to discuss the potential to reach an agreement to avoid a potential proxy contest. The Company, a representative of Qatalyst Partners and representatives of Freshfields had several additional discussions with Scalar Gauge and its legal advisor during the month of April.

On April 12, 2024, the Zuora Board held a meeting, with members of Zuora’s management and representatives of Freshfields in attendance. The Zuora Board received an update as to the correspondence that had been received from certain stockholders of the Company expressing concern regarding stock price performance and their preference that the Company consider, among other things, initiating a sale process or a corporate recapitalization. The Zuora Board also received an update on the activities of the Special Committee from members of the Special Committee, including the Special Committee’s engagement of advisors, the ongoing work being performed by Zuora’s management to prepare a long-range plan and the issuance of the Management Guidelines to Mr. Tzuo and other members of Zuora’s management.

Later on April 12, 2024, the Company, the Special Committee and Silver Lake became aware that Reuters planned to publish an article indicating that Zuora was exploring strategic alternatives that included a possible sale, and that Qatalyst Partners had been retained. In anticipation of the Reuters article, members of Zuora’s management, representatives of Goodwin, representatives of Silver Lake, representatives of Simpson Thacher & Bartlett LLP (“Simpson Thacher”), Silver Lake’s outside counsel, representatives of Freshfields and representatives of S&C communicated over the subsequent days to plan for the publication of the Reuters article, with the representatives of Goodwin noting that a Special Committee meeting would be convened for the upcoming weekend in advance of the publication to receive the guidance of the Special Committee. During the course of these discussions, representatives of Silver Lake expressed that the article would likely amplify the inbound interest that the Company has already received, and reiterated Silver Lake’s support for the Special Committee’s process and openness to assisting the Special Committee in potential marketing efforts.

As of April 13, 2024, Mr. Pressman identified and confirmed a third-party buyer to purchase the entirety of his previously disclosed pooled investment in Silver Lake Alpine II, L.P. This sale would be made without any premium to Mr. Pressman’s cost basis, and no information was disclosed to the buyer about the identity of the seller nor the reason for the sale. Although the Special Committee had previously determined that Mr. Pressman’s investment did not constitute a conflict of interest, Mr. Pressman had elected to divest this investment out of an abundance of caution in view of his service on the Special Committee. The sale of the entirety of Mr. Pressman’s pooled investment in Silver Lake Alpine II, L.P. to the third-party buyer was completed as of July 1, 2024.

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On April 14, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee discussed the anticipated publication of the Reuters article and its implications for the strategic alternatives process. The Special Committee also discussed the advisability of permitting representatives of Silver Lake, as a significant investor in the Company, to participate in the marketing of the Company in reaction to any inbound expressions of interest received as a result of the Reuters article being published. The Special Committee

reviewed and approved (i) certain guidelines (the “Silver Lake Guidelines”) to be proposed to Silver Lake that would govern Silver Lake’s participation in such marketing efforts (including, among other things, that, unless otherwise approved by the Special Committee, Silver Lake and its director designee on the Zuora Board agreed not to (A) enter into discussions or negotiations with any potential acquiror regarding a “rollover” or other treatment of the Convertible Notes or Zuora Warrants or participating in any acquiror group or (B) disclose non-public information of the Company (including information about the strategic alternatives process) to potential counterparties), and (ii) certain messaging points to be proposed to Silver Lake for such marketing efforts, generally conveying that Silver Lake had confidence in Zuora’s business and that it would do well under private ownership, and that Silver Lake was open to “rolling over” all or part of its investment if necessary or helpful to facilitate a transaction, but that Silver Lake was not authorized to have discussions at this time regarding any “rollover”, and referring such counterparty to Qatalyst Partners as the next step to register such counterparty’s interest. The representatives of Goodwin also reviewed with the Special Committee its fiduciary duties under Delaware law in connection with the strategic alternatives process, including procedural considerations to be followed in the event that Mr. Tzuo or Silver Lake may be viewed as conflicted in a transaction.

Later on April 14, 2024, representatives of Goodwin conveyed the proposed Silver Lake Guidelines and the messaging points described above to representatives of Simpson Thacher, who later that day confirmed Silver Lake’s agreement to them.

Later on April 14, 2024, the Special Committee held another meeting, with representatives of Goodwin and Qatalyst Partners in attendance. At the Special Committee’s invitation, members of Zuora’s management presented their draft five-year long-range plan prepared at the request of the Special Committee. After the members of management exited the meeting, the Special Committee discussed with representatives of Qatalyst Partners risks related to and the likelihood of achieving the Company’s draft long-range plan targets presented by Zuora’s management given the Company’s history of guidance reductions. The representatives of Qatalyst Partners also presented materials on preliminary valuation perspectives and strategic considerations to the Special Committee.

On April 16, 2024, the closing price for shares of Zuora Common Stock on the NYSE was $8.47 per share (the “Unaffected Price”). The next day, on April 17, 2024, prior to the close of trading, Reuters published an article stating that Zuora was exploring strategic alternatives that included a possible sale, after receiving acquisition interest from potential acquirors, that the Zuora Board had formed a special committee consisting of independent directors in connection with the strategic alternatives process and that Qatalyst Partners had been retained. The closing price for shares of Zuora Common Stock on April 17, 2024 was $9.46 per share.

Over the following months after the publication of the Reuters article, Mr. Osnoss received inbound and follow-up communications from a number of financial sponsor firms, including Party D, Party J, Party G and Party W, regarding each firm’s interest in exploring a strategic transaction with the Company. Each of these parties was referred to Qatalyst Partners and Qatalyst Partners was kept updated on these communications. None of the inbound or follow-up communications contained proposals by the applicable counterparties, and no transaction terms were discussed between any counterparties and any representatives of Silver Lake.

On April 17, 2024, following the publication of the Reuters article, four financial sponsor firms – “Party B”, “Party H”, “Party I” and “Party J”– each contacted representatives of Qatalyst Partners separately to express their respective interest in a potential transaction with Zuora, and each of Party A and Party D also contacted Qatalyst Partners to reiterate their respective interest.

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Later on April 17, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee discussed the publication of the Reuters article and the receipt of expressions of interest from the various financial sponsor firms. The representatives of Qatalyst Partners presented preliminary valuation perspectives about the Company derived from the draft long-range plan received from Zuora’s management as well as certain publicly available information. Following discussion, and noting that the Special Committee had received and evaluated (i) the draft long-range plan, including Zuora’s management’s and Qatalyst Partners’ feedback thereto, and (ii) a preliminary valuation analysis of the Company from Qatalyst Partners, the Special Committee determined that it would be in the best interests of the Company and all of its stockholders to formally commence a sale process for the Company. In making this determination, the Special Committee also noted, after discussion with counsel, that the existence of public and/or private pressure from activist stockholders such as Scalar Gauge does not create any obligation on the Special Committee to evaluate strategic alternatives or to sell the Company. The Special Committee and representatives of Qatalyst Partners then reviewed in detail a suggested list of financial sponsor and strategic counterparties that the Special Committee and Qatalyst Partners believed, based on their professional judgment and experience, would be potentially interested in participating in a sale process of the Company, including in light of these parties’ recent interactions with the Company, these parties’ prior investments and activities in the industry in which Zuora operates and/or the likelihood and ability of these parties to complete a transaction with the Company. The Special Committee determined that the three counterparties that had been most engaged in the strategic alternatives process thus far and/or otherwise had the most familiarity with the Company – Party A, Party D and Party E (the “Initial Counterparties”) – would be requested to submit initial proposals solely based on publicly available information by approximately April 25, 2024 (with confidentiality agreements to be negotiated concurrently with each Initial Counterparty). In addition, the Special Committee directed Goodwin to ascertain from representatives of Silver Lake the nature of Silver Lake’s intentions in a sale process, in particular whether it intended to act as a lead or a co-investing acquiror of the Company, or would seek or be open to a “rollover” of its Convertible Notes or Zuora Warrants investment, or intended to act solely as a seller of its investment alongside the Company’s stockholders. In the event that Silver Lake articulated an interest in acting as a lead acquiror, or was unable to commit to a position with respect to the Company’s sale process, then the Special Committee determined (i) to treat Silver Lake as an Initial Counterparty and therefore to request an initial proposal from Silver Lake by approximately April 25, 2024 and (ii) to direct Silver Lake, notwithstanding the Special Committee’s actions of April 14, 2024 to permit Silver Lake to potentially have conversations with counterparties in accordance with the Silver Lake Guidelines and the messaging points approved by the Special Committee on April 14, 2024, not to have any further substantive communications with other potential counterparties, and if inbound communications were received by Silver Lake, to refer such counterparties to Qatalyst Partners. The Special Committee also authorized outreach to, and, if interest was expressed, engagement with (including the entry into confidentiality agreements and the facilitation of due diligence including the commencement of management due diligence sessions) additional counterparties (“Additional Counterparties”) consisting of six strategic companies – Party C, Party K, Party L, Party M, Party N and Party O – and eleven additional financial sponsor firms – Party I, Party P, Party Q, Party R, Party H, Party S, Party F, Party T, Party G, Party B and Party J – and that these Additional Counterparties be asked to submit initial proposals by approximately May 28, 2024, with the timing processes for the Initial Counterparties and all Additional Counterparties to be harmonized in due course.

Although it determined to formally commence a sale process as described above, the Special Committee continuously evaluated the Company’s prospects as a standalone company throughout the sale process, including the Company’s operating strategy and risks inherent in executing on the long-range plan developed by Zuora’s management, including those discussed in the section of this proxy statement entitled “Special Factors—Unaudited Prospective Financial Information.” The Special Committee also considered the potential strategic and operational initiatives required to mitigate risks to the Company’s business, including organizational changes and additional investments in technical resources.

On April 18, 2024, representatives of Goodwin had a call with representatives of Simpson Thacher. As directed by the Special Committee, the representatives of Goodwin requested that Silver Lake confirm the nature of Silver

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Lake’s intentions in a sale process of the Company, in particular whether it intended to act as a lead acquiror of the Company, or would seek or be open to a “rollover” of its Convertible Notes or Zuora Warrants investment, or intended to act solely as a seller of its investment alongside the Company’s stockholders, as described above. Later that day, the representatives of Simpson Thacher conveyed on behalf of Silver Lake that Silver Lake was not currently in a position to commit to any particular course of action, but that it remained supportive of the Special Committee’s efforts.

Also on April 18, 2024, representatives of Qatalyst Partners began to engage with the counterparties discussed at the Special Committee meeting the day before (except for Silver Lake and Party M, to which Mr. Tzuo would make initial outreach, based on his pre-existing relationships with Party M), conveying the Special Committee’s expectations for initial proposals by approximately April 25, 2024 or May 28, 2024 (as applicable depending on whether each such counterparty was an Initial Counterparty or an Additional Counterparty) and conveying invitations to enter into confidentiality agreements and participate in due diligence (including management due diligence sessions), all in accordance with the Special Committee’s direction. Thereafter, representatives of Goodwin also began to negotiate and finalize confidentiality agreements with the various counterparties, and the Company entered into these confidentiality agreements on the dates specified below. Unless otherwise specified, each of these confidentiality agreements contained a “standstill” provision binding on the counterparty, which did not include a “don’t ask, don’t waive” provision. In addition, unless otherwise specified, Mr. Tzuo participated in each of the management due diligence sessions described below.

Also on April 18, 2024, two new financial sponsor firms – “Party U” and “Party V” – contacted representatives of Qatalyst Partners separately to express their interest in a potential transaction with Zuora.

Also on April 18, 2024, Party L declined to further engage in the sale process, citing that Zuora’s business was not a focus area for the company at this time.

On April 19, 2024, Party K declined to further engage in the sale process, citing that Zuora’s business was not a focus area for the company at this time and the dilutive growth profile of the business would be challenging to underwrite.

Also on April 19, 2024, representatives of Party U conveyed to representatives of Qatalyst Partners they were unable to lead a transaction of this size and therefore would not be able to participate in the process of evaluating an acquisition of the Company at this time.

Also on April 19, 2024, representatives of Party I conveyed to representatives of Qatalyst Partners that they would evaluate the opportunity with public information and subsequently indicate to Qatalyst Partners if they planned to engage in the process. They did not subsequently contact Qatalyst Partners.

On April 21, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The representatives of Qatalyst Partners provided an update on the process. The Special Committee discussed and approved requesting initial price proposals from all financial sponsor firms currently in the process by approximately April 26, 2024 (instead of only from the Initial Counterparties), based on the Special Committee’s view that the financial sponsor firms would be in a position to provide initial proposals derived from publicly available information by such time. The representatives of Goodwin also reported that they had requested an update from Simpson Thacher about Silver Lake’s position on the sale process, in particular whether it intended to act as a lead or a co-investing acquiror of the Company, or would seek or be open to a “rollover” of its Convertible Notes or Zuora Warrants investment, or whether it intended to act solely as a seller of its investment alongside the Company’s stockholders, and that Simpson Thacher on April 18, 2024 had conveyed that Silver Lake was not currently in a position to commit to any particular course of action, but that it remained supportive of the Special Committee’s efforts. As a result of this potentially differing interest of Silver Lake, and out of an abundance of caution, the Special Committee determined that Silver Lake would be treated as a potential lead acquiror until and unless it were able to commit to a particular course of action (at which point

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its treatment would be re-evaluated) and therefore that Silver Lake’s designee (Mr. Osnoss) and observer on the Zuora Board would not be permitted to participate in the process in the same manner as the independent members of the Zuora Board. The Special Committee also requested that representatives of Qatalyst Partners have a call with Mr. Osnoss to see if Qatalyst Partners could learn more about Silver Lake’s position on a potential transaction.

Also on April 22, 2024, the Zuora Board held a meeting, with representatives of Freshfields, Goodwin and Qatalyst Partners in attendance. Among other topics of discussion, the Zuora Board was provided an update on discussions with Scalar Gauge regarding the potential entry into a Cooperation Agreement. The Zuora Board considered and discussed several factors in favor of entering into such a Cooperation Agreement, including, among others, (i) the desire to remove any potential distraction that Scalar Gauge may pose to the ability of the Zuora Board and the Special Committee to effectively conduct an evaluation of strategic alternatives and (ii) that having an additional member of the Zuora Board appointed to the Special Committee, pursuant to the potential Cooperation Agreement, could be beneficial to the Special Committee and its process (subject to confirming such director was free of disabling conflicts and that the Special Committee agrees with such view).

On April 22, 2024, Party T declined to further engage in the sale process, citing its belief that Party T’s valuation of the Company would not be competitive.

Also on April 22, 2024, representatives of Party C conveyed that it did not expect to be able to acquire Zuora alone and would require a capital partner to help finance the acquisition.

On April 23, 2024, Mr. Osnoss had a call with representatives of Qatalyst Partners at Qatalyst Partners’ request. In response to questions from representatives of Qatalyst Partners as to whether Silver Lake would become a prospective lead acquiror in the sale process, Mr. Osnoss indicated that Silver Lake was unlikely to provide a majority of the new equity financing but that Silver Lake was supportive of the Special Committee’s efforts to sell the Company, and, as had previously been discussed with Mr. Pressman, would be open to discussing its participation in a transaction with potential acquirors, such as through a potential “roll over” of all or a portion of its Convertible Notes or Zuora Warrants investment, if doing so would increase the likelihood of a successful transaction. This message was promptly reported to the Special Committee.

Also on April 23, 2024, the Company entered into a confidentiality agreement with Party B.

On April 25, 2024, a financial sponsor firm (“Party W”) contacted representatives of Qatalyst Partners to express its interest in a potential transaction with Zuora. On the call, the representative of Party W conveyed a verbal indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for $12.50 per share in cash (the “Party W April 25 Proposal”). This proposed price implied a premium to the Unaffected Price of approximately 47.6%.

Also on April 25, 2024, the Company entered into a confidentiality agreement with Party S.

Also on April 25, 2024, Party P and Party R, and on April 26, 2024, Party Q, each declined to further engage in the sale process ahead of the first-round proposal deadline, each conveying their perceived concerns around competitive threats surrounding Zuora’s business and deceleration in Zuora’s business momentum.

Also on April 26, 2024, Party F submitted a non-binding indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for $11.43 per share in cash (the “Party F April 26 Proposal”). This proposed price implied a premium to the Unaffected Price of approximately 34.9%. The Party F April 26 Proposal was updated on April 28, 2024 to indicate that, in the event a transaction would warrant the application of the framework set forth in the Delaware Supreme Court’s decision in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), then Party F was pre-conditioning its proposal at this time on approval of both (i) a special committee of disinterested directors and (ii) a majority of the outstanding shares held by unaffiliated stockholders (collectively, the “MFW Conditions”).

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Also on April 26, 2024, Party A submitted a non-binding indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $12.00 and $13.00 in cash (the “Party A April 26 Proposal”). This range implied a premium to the Unaffected Price of approximately 41.7% to 53.5%. The Party A April 26 Proposal also indicated that, in the event a transaction would warrant the application of the MFW Conditions, then Party A was pre-conditioning its proposal at this time on the MFW Conditions.

Also on April 26, 2024, Party B submitted a non-binding indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $11.25 and $12.25 in cash (the “Party B April 26 Proposal”). This range implied a premium to the Unaffected Price of approximately 32.8% to 44.6%. The Party B April 26 Proposal also indicated that, in the event a transaction would warrant the application of the MFW Conditions, then Party B was pre-conditioning its proposal at this time on the MFW Conditions.

Also on April 26, 2024, Party H submitted a non-binding indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $13.00 to $14.00 in cash (the “Party H April 26 Proposal”). This range implied a premium to the Unaffected Price of approximately 53.5% to 65.3%. The Party H April 26 Proposal also indicated that, in the event a transaction would warrant the application of the MFW Conditions, then Party H was pre-conditioning its proposal at this time on the MFW Conditions. Party H also indicated that they could not underwrite the entire equity check and therefore would require participation from equity co-invest partners, but in accordance with the directive of the Special Committee, Party H was not granted permission to reach out to potential debt and equity financing sources at this time, given the early stage of the process.

Also on April 26, 2024, representatives of Party D conveyed a verbal indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $11.00 and $12.00 in cash (the “Party D April 26 Proposal”), with a caveat that they would need to diligence, among other things, the competitive landscape, recent growth trends, pricing and packaging and the Company’s cost structure. This range implied a premium to the Unaffected Price of approximately 30.0% to 41.7%. The representatives of Party D also indicated that, in the event a transaction would warrant the application of the MFW Conditions, then Party D was pre-conditioning its proposal at this time on the MFW Conditions.

Also on April 26, 2024, representatives of Party V conveyed a verbal indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $12.50 and $13.25 in cash (the “Party V April 26 Proposal”). This range implied a premium to the Unaffected Price of approximately 47.6% to 56.4%. The representatives of Party V also indicated that, in the event a transaction would warrant the application of the MFW Conditions, then Party V was pre-conditioning its proposal at this time on the MFW Conditions.

Also on April 26, 2024, representatives of Party J conveyed a verbal indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $12.50 and $13.25 in cash (the “Party J April 26 Proposal”). This range implied a premium to the Unaffected Price of approximately 47.6% to 56.4%. The representatives of Party J also indicated that, in the event a transaction would warrant the application of the MFW Conditions, then Party J was pre-conditioning its proposal at this time on the MFW Conditions.

On April 27, 2024, Party E submitted a non-binding indication of interest, based solely on public information, to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $10.75 and $11.25 in cash (the “Party E April 27 Proposal”). This range implied a premium to the Unaffected Price of approximately 26.9% to 32.8%. The Party E April 27 Proposal also indicated that, in the event a transaction would warrant the application of the MFW Conditions, then Party E was pre-conditioning its proposal at this time on the MFW Conditions.

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On April 28, 2024, Party G declined to further engage in the sale process, citing that Zuora’s business was not a focus area for the firm at this time.

On April 29, 2024, Party S declined to further engage in the sale process, citing perceived concerns around competitive threats surrounding Zuora’s business and deceleration in Zuora’s business momentum.

On April 30, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. Prior to this meeting, each Special Committee member had submitted updated relationships disclosures with respect to the counterparties currently involved in the sale process, which the Special Committee had determined yielded no disabling conflicts of interest. At the meeting, the representatives of Qatalyst Partners provided an update on the sale process and reviewed the proposals submitted, as described above. The Special Committee also discussed the counterparties that had declined to further engage in the sale process, and the Special Committee discussed its belief that offering a “rollover” by Mr. Tzuo or Silver Lake to these counterparties would not be expected to change their decision to withdraw from the sale process. The representatives of Goodwin also reported that Mr. Osnoss had conveyed to representatives of Qatalyst Partners on April 23, 2024 that Silver Lake was unlikely to act as a lead acquiror in the sale process, but would potentially be open to “rolling over” its Convertible Notes or Zuora Warrants investment and/or co-investing with other acquirors. Following discussion, the Special Committee determined that the Company and its advisors should move forward with the sale process, continue to engage and facilitate due diligence with the counterparties still involved in the process and invite the next round of proposals to be submitted by approximately June 4, 2024. The Special Committee also determined not to permit counterparties to involve debt or equity financing sources at this time, but that the Special Committee would evaluate requests to involve financing sources on an ad hoc basis. The Special Committee also further discussed the draft long-range plan prepared by Zuora’s management and the possibility that additional changes could be necessary as a result of preliminary first quarter results previewed for the Zuora Board the day before, including slowing bookings momentum. Therefore, the Special Committee approved, subject to Goodwin’s and Qatalyst Partners’ confirming with Zuora’s management that Zuora’s management did not believe any changes ought to be made (and subsequently management confirmed their belief that no such changes ought to be made, as a result of preliminary first quarter financial results), the sharing of the long-range plan with (i) counterparties as part of their due diligence, (ii) Qatalyst Partners for purposes of Qatalyst Partners’ financial analyses and (iii) the other members of the Zuora Board (including Messrs. Tzuo and Osnoss on account of the fact that the long-range plan was being shared with all of the counterparties then engaged in the sale process) to invite the members’ feedback and questions.

Also on April 30, 2024, as publicly disclosed in a Current Report on Form 8-K filed by Zuora on May 1, 2024, Zuora entered into the Cooperation Agreement with Scalar Gauge, pursuant to which, among other things, the Company agreed that the size of Zuora Board would be expanded in order to appoint John D. Harkey, Jr. to serve as a Class I member of the Zuora Board, and that any special committee of the Zuora Board that may exist from time to time during Mr. Harkey’s term of service (which would include the Special Committee) would include Mr. Harkey as one of its members. Mr. Harkey was appointed to the Zuora Board on April 30, 2024, and Goodwin, on behalf of the Special Committee, commenced the process of soliciting Mr. Harkey’s relationship disclosures for potential service on the Special Committee.

On May 1, 2024, representatives of a financial sponsor firm (“Party X”) reached out on an unsolicited basis to representatives of Qatalyst Partners expressing interest in participating in the sale process, and agreed to make an initial proposal for Zuora based on public information.

Also on May 1, 2024, Party M declined to further engage in the sale process, citing that Zuora’s business was not a priority for the company at this time.

Also on May 1, 2024, representatives of Goodwin and Qatalyst Partners had a call with Mr. Tzuo and representatives from S&C to review the Management Guidelines and provide Mr. Tzuo with a high-level update on the process. The update did not include details of any price proposals from any counterparties nor did

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representatives from Goodwin or Qatalyst Partners solicit, and Mr. Tzuo did not volunteer, his position on any potential “rollover”. Mr. Tzuo noted that he remained open to all potential counterparties at this stage.

Between early May 2024 and the receipt of second-round proposals in mid-June 2024 as described below, additional counterparties declined to further engage in the sale process, as described in more detail below. In general, these parties cited, among other reasons, perceived concerns around a deceleration in Zuora’s business momentum and Zuora’s growth outlook and/or competitive threat outlook as reasons for their withdrawals, after being granted access to confidential due diligence, as described below.

On May 2, 2024, the Company entered into confidentiality agreements with Party E and Party A.

On May 3, 2024, the Company entered into a confidentiality agreement with Party W.

On May 6, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. At the Special Committee’s invitation, other members of the Zuora Board (but not Messrs. Tzuo and Osnoss on account of their potentially differing interests in a potential transaction) joined the meeting to receive a status update on the strategic alternatives process. At the Special Committee’s invitation, Messrs. Tzuo and Osnoss then joined the meeting and, along with the other members of the Zuora Board, were given an opportunity to give comments regarding the draft long-range plan and the draft generic management presentation that would be used with counterparties in the sale process (which had been shared with all members of the Zuora Board on May 4, 2024 in accordance with the Special Committee’s directive on April 30, 2024). All such comments were given under the supervision of the members of the Special Committee present at the meeting. Following this discussion, it was determined that no changes were required to be made to the version of the five-year long-range plan approved by the Special Committee at its meeting of April 30, 2024. In executive session among the Special Committee and representatives of Goodwin and Qatalyst Partners, the Special Committee also reviewed certain relationship disclosures from Mr. Harkey regarding his financial arrangements and investments with Scalar Gauge and an investment he holds in Party J, which investment was not material to his personal net worth. The Special Committee determined that these disclosed facts would not reasonably be expected to affect Mr. Harkey’s independence and eligibility to serve on the Special Committee and directed Goodwin to convey this determination to the Zuora Board. Thereafter, Mr. Harkey was appointed by the Zuora Board as a new member of the Special Committee in time for the Special Committee’s meeting of May 13, 2024 as described below.

On May 6, 2024, the Company entered into confidentiality agreements with Party D and Party J.

On May 7, 2024, the Company entered into a confidentiality agreement with Party F.

Also on May 7, 2024, representatives of Zuora’s management and Qatalyst Partners held a management due diligence session with Party N.

Over the course of May 7 through May 9, 2024, access to a confidential data room was provided to each of the counterparties that had entered into confidentiality agreements with the Company – Party A, Party E, Party D, Party F, Party J, Party B, Party V, Party W, Party H, Party N and Party O.

On May 8, 2024, representatives of Zuora’s management and Qatalyst Partners held management due diligence sessions with Party E, Party A and Party O.

Also on May 8, 2024, Party X declined to further engage in the sale process, citing that they did not find an acquisition of the Company interesting at this time.

On May 13, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. At the Special Committee’s invitation, certain members of Zuora’s management (including

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Mr. Tzuo) joined the meeting, and they along with the representatives of Qatalyst Partners gave an update on the progression of management due diligence sessions held with counterparties thus far, as described above. Mr. Harkey, having been seated as a Special Committee member, was also offered an opportunity to suggest additional counterparties that may be invited to participate in the sale process. The Special Committee discussed several additional potential counterparties stemming from this conversation with the members of Zuora’s management and representatives of Qatalyst Partners, and authorized outreach to, and, if interest was expressed, engagement with Party Y. The other names suggested by Mr. Harkey were included in the initial outreach list as approved by the Special Committee in April 2024. On May 15, 2024, representatives of Zuora’s management and Qatalyst Partners held management due diligence sessions with Party D, Party W and Party V.

Also on May 15, 2024, Party N declined to further engage in the sale process.

Between May 16, 2024 and May 28, 2024, representatives of Party Z, a portfolio company of Party AA, Party BB, Party CC and Party DD reached out to representatives of Qatalyst Partners, on an unsolicited basis, expressing interest in participating in the sale process. Representatives of Qatalyst Partners had discussions with each of these financial sponsor firms, and requested initial proposals based on publicly available information. None of those firms subsequently made a proposal.

Also on May 16, 2024, representatives of Zuora’s management and Qatalyst Partners held management due diligence sessions with Party H and Party J.

On May 17, 2024, representatives of Zuora’s management and Qatalyst Partners held management due diligence sessions with Party B.

Also on May 17, 2024, representatives of Party BB had a discussion with representatives of Qatalyst Partners, following Party BB’s unsolicited outreach to Qatalyst Partners on May 16, 2024, expressing interest in participating in the sale process. Representatives of Qatalyst Partners requested that Party BB make an initial proposal for Zuora based on public information. Party BB did not subsequently make a proposal.

Also on May 17, 2024, representatives of Qatalyst Partners met with representatives of Party Y to discuss the opportunity. Party Y indicated they were unlikely to have interest in an acquisition of Zuora, but they would discuss the opportunity internally, and if interested, they would reach out to Qatalyst Partners. Qatalyst Partners did not subsequently hear from Party Y.

On May 20, 2024, the Company entered into a confidentiality agreement with a portfolio company of Party F, which was in addition to the confidentiality agreement entered into with Party F on May 7, 2024. Representatives of Zuora’s management and Qatalyst Partners then held a management due diligence session with Party F and the portfolio company later that day.

After the close of trading on May 22, 2024, Zuora announced its financial results for the first quarter of fiscal year 2025 and provided financial guidance for the second quarter and full year of fiscal year 2025 based on then-current market conditions and expectations. Zuora announced that first quarter ARR growth was 8%, compared to 10% the previous quarter and 15% the previous year, and DBRR was 104%, compared to 106% the previous quarter and 108% the previous year. Zuora announced that its expectations for ARR growth and DBRR for fiscal year 2025 remained unchanged from the guidance provided in its fourth quarter 2024 earnings release issued on February 28, 2024 of 8-10% and 104-106% for ARR growth and DBRR, respectively.

On May 24, 2024, representatives of Party J conveyed to representatives of Qatalyst Partners that Party J was seeking approval to involve a certain investment firm as a potential co-investor.

Over the course of the weeks of May 27, June 3 and June 10, 2024, representatives of Zuora’s management and Qatalyst Partners held a number of follow-up management due diligence sessions with counterparties with which

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they had held initial management due diligence sessions, as described above. These follow-up due diligence sessions included an aggregate of 18 meetings with Party E, Party A, Party F, Party D, Party B, Party J, and Party O across various topics, including Sales and Go-to-Market, Product and Technology, Operations, Finance, and Strategy.

On May 30, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The representatives of Qatalyst Partners gave an update on the progression of management due diligence sessions held with counterparties thus far, as described above. Based on the status of the counterparties’ due diligence efforts, the Special Committee determined to push back the next proposal deadline from approximately June 4, 2024 to sometime during the week of June 10, 2024, and directed Qatalyst Partners to distribute process letters to the counterparties accordingly. The Special Committee also discussed and approved Party J’s request to involve a certain investment firm as a potential co-investor.

On June 3, 2024, at the direction of the Special Committee, representatives of Qatalyst Partners distributed process letters to Party E, Party A, Party D, Party F, Party J, Party B, Party V, Party W, Party H and Party O, which requested second-round proposals by June 12, 2024.

On June 4, 2024, Party O declined to further engage in the sale process.

On June 7, 2024, representatives of Party F conveyed that, if Party F were to submit a second-round proposal by the June 12, 2024 deadline, then its price proposal would be significantly less than Party F’s previous price proposal, and that the proposal would not be much higher than the current stock price, which closed at $10.01 the previous day.

Also on June 7, 2024, representatives of Party W conveyed that, if Party W were to submit a second-round proposal by the June 12, 2024 deadline, then its price proposal would be significantly less than Party W’s previous price proposal, and would instead approximate the Company’s then-current affected trading price, which had closed at $10.01 per share on the previous trading day.

On June 9, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The representatives of Qatalyst Partners gave an update on interactions with counterparties since the Company distributed process letters on June 3, 2024, including the messaging from Party F and Party W described above, which the Special Committee interpreted as a withdrawal from the sale process. The Special Committee discussed its belief that offering “rollover” by Mr. Tzuo or Silver Lake to these counterparties would not be expected to change their decision to withdraw from the sale process. Representatives of Goodwin also reviewed with the Special Committee a draft merger agreement that Goodwin had prepared, and the Special Committee authorized Goodwin to share this draft with members of Zuora’s management and with Freshfields to further advance the draft and commence preparation of the Company’s disclosure schedules to the merger agreement.

On June 11, 2024, representatives of Party E and Party A each conveyed that their respective firm was unlikely to further engage in the sale process.

On June 12, 2024, representatives of Party A confirmed that Party A would not submit a letter of intent at this time.

On June 12, 2024, Party J submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Zuora for a per share purchase price between $10.00 and $10.75 in cash (the “Party J June 12 Proposal”). This proposed price range was a reduction of Party J’s first-round price proposal of between $12.00 and $14.00 and implied a premium to the Unaffected Price of approximately 18.1% to 26.9%. The Party J June 12 Proposal also noted that significant additional business and financial due diligence remained outstanding, and Party J estimated that such work would require approximately four additional weeks to complete assuming full access to management and data. Party J also requested permission to begin involving debt financing sources, having already been granted permission to involve one potential co-investor as described above.

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Also on June 12, 2024, Party B submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Zuora for $11.41 per share in cash (the “Party B June 12 Proposal”). This proposed price was below the midpoint of Party B’s first-round price proposal range of between $11.25 and $12.25 and implied a premium to the Unaffected Price of approximately 34.7%. The Party B June 12 Proposal also noted that significant additional business and financial due diligence remained outstanding, particularly around, among other things, top customers and prospects, product roadmap, the engineering organization, and Zuora’s fiscal year 2025 forecast. Party B estimated that such work would require approximately three to four additional weeks to complete assuming continued access to management and requested information for confirmatory due diligence. The Party B June 12 Proposal also requested a four-week exclusivity period with the Company. Party B also requested permission to begin involving certain debt and equity financing sources.

Also on June 12, 2024, representatives of Party V conveyed that Party V would not submit a letter of intent at this time, citing its belief that Party V’s valuation of the Company would not be competitive.

Also on June 12, 2024, representatives of Party D conveyed that Party D would not submit a letter of intent at this time, that Party D’s current valuation of a transaction would likely imply a per share price of approximately $9.25, and that some members of Party D’s investment committee believed that the valuation should be less than $9.00 per share. The Company’s trading price had closed at $10.05 per share on the previous trading day.

On June 13, 2024, representatives of Party H conveyed that Party H would not submit a letter of intent at this time.

On June 14, 2024, representatives of Party E confirmed that Party E would not submit a letter of intent at this time.

As with the parties that had affirmatively declined to further engage in the sale process, Party V, Party D, Party H and Party E generally cited, among other reasons, their perceived concerns around a deceleration of Zuora’s business momentum and Zuora’s growth outlook and/or competitive threat outlook as reasons for their not submitting letters of intent, as did Party J and Party B as reasons for submitting reduced price proposals relative to their respective first-round price proposals.

On June 15, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee discussed the reduced proposals received from Party J and Party B, which had both cited perceived concerns about a deceleration of Zuora’s business momentum, competitive threats, overall business performance and growth outlook, the significant amount of due diligence that remained outstanding for both counterparties, Party B’s request for a four-week exclusivity period and both parties’ requests to involve debt and/or equity financing sources. The Special Committee also made note that all other counterparties had now withdrawn from the sale process, including Party E and Party A, with many of these counterparties also citing similar concerns around Zuora’s business performance, slowing bookings momentum and growth outlook. The Special Committee discussed its belief that offering “rollovers” or equity co-investments by Mr. Tzuo or Silver Lake to these counterparties would not be expected to change their decision to withdraw from the sale process. Representatives of Qatalyst Partners presented a preliminary financial analysis showing an illustrative range of deal prices between $10.00 and $11.41 per share, as measured against the implied per share price of Company common stock derived from illustrative discounted cash flow, present value of future stock price and selected transactions analyses, which were in turn derived from the preliminary long-range plan prepared by Zuora’s management. Following discussion, the Special Committee authorized continued engagement with Party J and Party B toward finalizing due diligence, facilitating access to requested debt and/or equity financing sources and negotiating definitive transaction documents, but the Special Committee declined to approve Party B’s request for exclusivity at this time. The Special Committee also discussed Mr. Tzuo’s and Silver Lake’s involvement, in their capacities as investors of the Company, in any strategic transaction that materialized from the sale process. Given that more developed proposals, made on the basis of confidential due diligence, had by that time been received, the Special Committee discussed and

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approved (i) affirmatively confirming with each of the counterparties its perspectives on potential “rollovers” or equity co-investments by Mr. Tzuo or Silver Lake, (ii) inquiring of Mr. Tzuo regarding his willingness to transact at the price proposals received in his capacity as a significant stockholder, without identifying the relevant counterparties in order to ensure that Mr. Tzuo’s decision would be made solely on the basis of price, (iii) again requesting Silver Lake to confirm the nature of its intentions in the sale process, and (iv) assuming that Silver Lake again confirmed that it remained unlikely to act as a lead acquiror, then inquiring about Silver Lake’s willingness to support a transaction in the range of valuation being proposed and to potentially participate in a “rollover” of its Convertible Notes and/or an equity co-investment at that range of valuation (with a view to facilitating a higher valuation). The Special Committee acknowledged that, in order to obtain such a confirmation from Silver Lake as contemplated by clause (iv) in the prior sentence, Silver Lake would need to be informed about the identities of the counterparties that had made proposals as well as the overall valuation range being proposed, and the Special Committee authorized the disclosure of this information to Silver Lake only on the basis that Silver Lake had confirmed that it was unlikely to act as a lead acquiror and as long as information identifying which counterparty made which valuation proposal was withheld. The Special Committee also discussed the potential applicability of Section 203 of the DGCL to potential discussions involving Mr. Tzuo regarding potential differential treatment of him in a transaction and/or a potential voting or tender and support agreement by him for a transaction. Following discussion, the Special Committee adopted resolutions approving discussions, understandings and agreements between Mr. Tzuo on the one hand, and any counterparty or its affiliates, on the other hand, relating to such potential differential treatment or such potential support for a transaction for purposes of Section 203 of the DGCL (the “DGCL 203 Limited Waiver”).

On June 16, 2024, in accordance with the direction of the Special Committee at its June 15, 2024 meeting, representatives of Goodwin spoke with representatives of S&C and inquired regarding Mr. Tzuo’s willingness to transact at the price proposals received in his capacity as a significant stockholder, without identifying the relevant counterparties. The representatives of S&C later confirmed on behalf of Mr. Tzuo that he would be willing to transact at the price proposals received in his capacity as a significant stockholder. The discussion did not involve Mr. Tzuo’s position on any potential “rollover”.

On June 17, 2024, in accordance with the direction of the Special Committee at its June 15, 2024 meeting, representatives of Qatalyst Partners spoke with Mr. Osnoss. The representatives of Qatalyst Partners then shared with Mr. Osnoss the fact that Party J and Party B had made second-round proposals, as well as the overall valuation range of $10.00 to $11.41 per share being contemplated by the counterparties. Mr. Osnoss conveyed support for a transaction in this range and noted that it would likely be a seller in such a transaction in this range and unlikely to “roll over” its Convertible Notes or Zuora Warrants investment. Mr. Osnoss further noted that Silver Lake would remain open to discussing with potential counterparties the possibility of a “rollover” or other secondary participation, if doing so would help the Special Committee in its process, and indicated that Silver Lake had greater familiarity with Party J as a potential co-investor. Around this time, Mr. Osnoss also spoke with Mr. Pressman and reiterated Silver Lake’s willingness to participate in discussions if the Special Committee felt that such support would aid the Special Committee in its process. In the subsequent weeks, Mr. Osnoss spoke further from time to time with Mr. Pressman and representatives of Qatalyst Partners about Silver Lake’s participation in the process and specific outreach, subject to the Special Committee directing any such outreach.

On June 18, 2024, representatives of Qatalyst Partners informed representatives of Party B that they would be provided approximately 3-4 more weeks with additional information and management access to conduct their due diligence, but were not granted exclusivity. Representatives of Party B agreed to this timeline and requested time with Zuora’s management to continue their due diligence.

Also on June 18, 2024, representatives of Qatalyst Partners informed representatives of Party J that they would be provided approximately 3-4 more weeks with additional information and management access to conduct their due diligence. Representatives of Party J noted they would need to see the results of the second quarter of fiscal year 2025 prior to engaging in earnest and commencing confirmatory due diligence, but would continue conducting key outstanding business diligence. On June 21, 2024, Qatalyst Partners provided the Special

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Committee with an update to its customary relationship disclosure letter, which included disclosures related to Qatalyst Partners’ relationships with Zuora and the potential counterparties that had then expressed interest in engaging in discussions with Zuora. The Special Committee did not identify any potential or actual conflict of interest that would affect the ability of Qatalyst Partners to continue to fulfill its responsibilities.

Over the second half of June 2024, Zuora’s management and Qatalyst Partners, at the direction of the Special Committee, continued to engage in due diligence with Party B. This included five management due diligence sessions regarding Professional Services/Customer Support, G&A, FY25 Forecast, Top Customers, and Whitespace/TAM. In addition, on June 26, 2024, at the Special Committee’s direction, Goodwin shared a draft merger agreement with Party J and Party B. At the Special Committee’s direction, representatives of Qatalyst Partners also inquired of Party J and Party B their perspectives on potential “rollovers” or equity co-investments by Mr. Tzuo or Silver Lake, but noted that neither Mr. Tzuo nor Silver Lake had indicated to the Special Committee whether they would be willing to “roll over” or make any equity co-investment alongside any potential counterparty. Both counterparties indicated that they would be open to discussing such “rollovers” further, but did not expressly indicate whether any such “rollover” would be expected to alter each counterparty’s perspectives on transaction valuation.

On July 2, 2023, Mr. Pressman spoke with Mr. Osnoss about Silver Lake’s willingness to act as a financing source (i.e., either as an equity co-investor or by “rolling over” its Convertible Notes or Zuora Warrant investments) if certain financial counterparties were to express interest in acting as the lead acquiror of the Company. Mr. Osnoss indicated that he remained open to such discussions if it would help the Special Committee in its process and noted that Silver Lake had previously invested with several potential counterparties mentioned by Mr. Pressman including Party J, Party D and Party W. Mr. Osnoss also offered, subject to the Special Committee’s approval and direction, to reach out to Party C to discuss whether Silver Lake could similarly serve as a financing source in a potential strategic transaction between Party C and the Company. Mr. Osnoss reiterated that Silver Lake remained unlikely to be interested in providing a majority of the new equity, but, if the Special Committee felt it was helpful to its process, to participate in discussions with potential counterparties at the direction of the Special Committee and, consider how Silver Lake might help to facilitate a potential transaction with another financial investor or strategic counterparty.

Later on July 2, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The representatives of Qatalyst Partners gave an update on the progress of due diligence with Party J and Party B. Following discussion, the Special Committee determined that Party J’s and Party B’s due diligence and financing workstreams should progress further before additional discussions would be permitted to occur regarding potential “rollovers”. The Special Committee was then provided an update regarding the recent discussion with Mr. Osnoss as described above. Following discussion, the Special Committee authorized Silver Lake to affirmatively confirm with each of Party J, Party D and Party W their respective interest in Silver Lake potentially acting as a financing source (i.e., either as an equity co-investor or by “rolling over” its Convertible Notes or Warrant investments) in a strategic transaction, as well as Silver Lake to discuss with Party C a potential transaction between the Company and Party C, in each case so long as members or representatives of the Special Committee participated in such discussions.

On July 3, 2024, representatives of Qatalyst Partners spoke with Mr. Osnoss about the outreach that the Special Committee had authorized. Over the course of the following weeks Mr. Osnoss would coordinate such directed outreach with Qatalyst Partners, Mr. Pressman, and, where appropriate, Mr. Tzuo.

On July 4, 2024, representatives of Party J provided their availabilities for additional due diligence sessions to representatives of Qatalyst Partners, which spanned three additional weeks from that date.  

On July 5, 2024, representatives of Qatalyst Partners had a call with representatives of Party B. The representatives of Party B conveyed that, although Party B had indicated that they would require an additional three to four weeks of due diligence as of the time of their revised proposal on June 12, 2024, they currently had

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significant due diligence expectations remaining. Party B’s due diligence focused on a number of areas including (i) the Company’s technology platform and architecture, (ii) customer churn risk, and (iii) competitive threats. In accordance with the directive of the Special Committee, the representatives of Qatalyst Partners conveyed that since other parties had also requested seeing the results of the second quarter ended July 31, 2025 prior to submitting a revised proposal, Party B would have a few additional weeks to complete their due diligence workstreams.

Over the months of July and August 2024, representatives of the Special Committee continued to facilitate Party J’s and Party B’s due diligence. This included three management due diligence sessions with Party J and twelve management due diligence sessions with Party B regarding Product and Technology, GTM and Strategy, Finance, Customer Health, Operations, and Legal.

On July 10, 2024, in accordance with the Special Committee’s authorization on July 2, 2024, Mr. Osnoss contacted representatives of Party J along with Mr. Pressman to offer to discuss how Silver Lake could help facilitate Party J’s execution of a strategic transaction.

On July 11, 2024, Messrs. Tzuo and Osnoss had dinner with Party C’s chief executive officer, and discussed a possible strategic transaction between Party C and the Company, which a member of the Special Committee attended on behalf of the Special Committee.

Over the course of July 14 and 15, 2024, members of Zuora’s management and Mr. Pressman, on behalf of the Special Committee, had conversations with members of Party C management to plan for mutual due diligence between the companies due to the fact that any transaction with Party C would require some portion of stock consideration.

On July 14, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee was provided a status update on the preliminary discussions about a possible strategic transaction between Party C and the Company as described above. The Special Committee authorized Mr. Pressman and Zuora management to continue to engage with Party C on due diligence and with Silver Lake in its capacity as a potential financing source for a transaction between Party C and the Company. The Special Committee was also provided a status update on Party J’s and Party B’s ongoing due diligence processes.

On July 16, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. At the Special Committee’s invitation, other members of the Zuora Board (but not Mr. Osnoss or Silver Lake’s Zuora Board observer, on account of the possibility of Silver Lake acting as a co-investor or “rollover” financing source for counterparties, nor Mr. Tzuo) joined the meeting and received a status update on the strategic alternatives process, including with respect to Party J, Party B and Party C and Silver Lake’s potential involvement as a co-investor or “rollover” financing source.

On July 18, 2024, the Company entered into a mutual confidentiality agreement with Party C. At this time, the confidentiality agreement with Party C did not contain a “standstill” provision on account of the preliminary nature of discussions between the Company and Party C, and it was understood that, if discussions were to progress, a “standstill” provision would need to be entered into subsequently.

Over the course of July 22 and 23, 2024, members of Zuora’s management had mutual due diligence meetings with members of Party C management, with a representative of Qatalyst Partners attending on behalf of the Special Committee.

On July 25, 2024, Messrs. Tzuo and Osnoss again met with Party C’s chief executive officer to advance Party C’s consideration with respect to a potential strategic transaction with Zuora, which representatives of Goodwin attended on behalf of the Special Committee.

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On July 26, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. At the Committee’s invitation, members of Zuora’s management joined the meeting and provided a status update on the due diligence processes of Party J, Party B and Party C as well as a summary of the Company’s due diligence findings on Party C to date. The Committee directed the Company to continue mutual due diligence and discussions with Party C, so long as Party C agreed to enter into a “standstill” provision with the Company (which could be mutual).

Later on July 26, 2024, in accordance with the Committee’s directive, the Company entered into an amendment to its mutual confidentiality agreement with Party C to add a mutual “standstill” provision, which did not include a “don’t ask, don’t waive” provision.

On July 30, 2024, access to a confidential data room was provided to Party C.

On July 31, 2024, a representative of Party W informed representatives of Qatalyst Partners that Party W may be interested in re-engaging in the Company’s sale process. The representative explained that he had spoken with Mr. Osnoss who had conveyed, in accordance with the Special Committee’s authorization provided to Silver Lake at its meeting of July 2, 2024, that Silver Lake was open to considering a “rollover” of its Convertible Notes investment if Party W were to lead an acquisition of Zuora.

On August 1, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee was provided with an update on Party W’s outreach from the day prior. The Special Committee determined to provide Party W with access to due diligence and encourage it to promptly submit a proposal if it is interested in advancing in the strategic alternatives process. Later that day, Party W was provided access to the confidential data room.

On August 5, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. At the Special Committee’s invitation, other members of the Zuora Board (but not Mr. Osnoss, Mr. Tzuo or Silver Lake’s Zuora Board observer) joined the meeting and received a status update on the strategic alternatives process, including with respect to Party J, Party B, Party C and Party W.

Later on August 5, 2024, a representative of Party D conveyed to representatives of Qatalyst Partners that Party D may be interested in re-engaging in the Company’s sale process and indicated that Party D could be in a position to move quickly toward a transaction, pending their remaining due diligence. This message was promptly conveyed to the Special Committee.

On August 6, 2024, following approval by the Special Committee, access to the confidential data room was provided to Party D.

On August 13, 2024, Mr. Osnoss met with Mr. Tzuo and then later spoke with Mr. Pressman. Mr. Osnoss conveyed that Silver Lake would begin preliminary due diligence of Zuora in order to refine its own views on Zuora’s value and Silver Lake’s potential participation in the process. Mr. Osnoss underscored that he did not have approval from his investment committee to make any proposal with respect to Zuora, but that a more detailed evaluation of the Company was needed in order for Silver Lake to consider how it could help facilitate a transaction with another investor or strategic counterparty, or to potentially make its own proposal to acquire the Company. Mr. Osnoss further conveyed that Silver Lake would need broader diligence access than the information it had access to following its investment, including access to senior management, in order to determine whether it could underwrite Zuora’s business plan and assess its financial prospects.

Also on August 13, 2024, a representative of Party D conveyed that Party D’s current valuation of a transaction would likely imply a per share price of approximately $10.00 and that, while additional business due diligence around product and market was required, Party D could potentially be ready to enter into a transaction in about three weeks. The Company’s trading price had closed at $8.45 per share on the previous trading day.

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On August 14, 2024, a representative of Party B conveyed that Party B did not intend to submit a revised proposal in light of Party B’s ongoing concerns about Zuora’s business performance and growth outlook, its customer base and competitive threats, based on its extensive due diligence and customer reference checks. On August 15, 2024, representatives of Party B provided additional detail, explaining that Party B was unable to provide a revised proposal as they were unwilling to have discussions with their financing sources until they gained greater conviction in Zuora’s prospects after further due diligence. The representatives of Party B requested additional due diligence information that included additional granular customer and product level information for all current and former customers going back several years.

Also on August 14, 2024, representatives of Goodwin spoke with Mr. Tzuo and representatives of S&C. At the request of the representatives of Goodwin, Mr. Tzuo confirmed that he had not engaged in any discussions with any representatives of Silver Lake regarding, and had no agreement, arrangement or understanding with Silver Lake regarding, transaction pricing or other material economic terms of a potential merger transaction, whether or not Mr. Tzuo would “roll over” and, if so, the nature and amounts of such “rollover”, nor any terms related to Mr. Tzuo’s post-closing employment, management roles, compensation and related matters.

Later on August 14, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee was provided an update on Party B’s and Party D’s messaging described above, and an overall status update with respect to the other counterparties in the sale process – Party J, Party W and Party C. The Special Committee also discussed Mr. Osnoss’ August 13, 2024 update, which the Special Committee understood to mean that Silver Lake was in the preliminary stages of evaluating the possibility of acting as a lead acquiror of Zuora. The Special Committee made note of the fact that Silver Lake had previously stated that it was unlikely to be interested in providing a majority of the new equity for a transaction, but had repeatedly signaled support for the Special Committee’s process and openness to discussing possible transaction structures like Silver Lake “rolling over” its Convertible Notes or Zuora Warrants investment or otherwise potentially acting as a financing source to other acquirors, if it increased the likelihood of the Special Committee completing a value-maximizing transaction. The Special Committee assessed the totality of the facts and circumstances of Silver Lake’s involvement thus far in the strategic alternatives process. The Special Committee noted that this involvement included Silver Lake’s efforts to assist the Special Committee’s process by working with Zuora’s management on counterparties’ due diligence efforts and providing commentary on the long-range plan and the generic management presentation (it being determined that no changes were required to be made to the long-range plan following Silver Lake’s review and comment). The Special Committee also noted the various protocols it had implemented, such as (A) the Silver Lake Guidelines, (B) the fact that Silver Lake’s designee on the Zuora Board was not invited to provide comments to the long-range plan or the management presentation, either to the Special Committee or to Zuora’s management, until after the Special Committee had had an opportunity to first review management’s preliminary draft of these documents, and (C) the fact that the provision of comments to these documents by Silver Lake’s designee on the Zuora Board was made to the Special Committee in the context of a Special Committee meeting and was fully supervised by the Special Committee (as described in the paragraph above regarding the May 6, 2024 Special Committee meeting). The Special Committee considered that this involvement by Silver Lake additionally included the information that Silver Lake had received regarding the sale process, including, at the appropriate time, the identities of counterparties and the valuation perspectives of certain counterparties. In addition, the Special Committee made note of the confirmation provided by Mr. Tzuo earlier in the day about a lack of engagement or an agreement, arrangement or understanding with Silver Lake, as described above. The Special Committee discussed procedural safeguards relating to Silver Lake’s participation as a potential lead acquiror in the sale process, and determined that, as a pre-condition to such participation, Silver Lake must agree to (i) refrain from communicating with Zuora’s management, including with respect to any matters related to compensation, equity participation (including “rollover”) or post-closing roles and responsibilities and (ii) re-affirm the Silver Lake Guidelines. On the basis of all of these facts and considerations, and subject to Silver Lake’s agreement to such pre-conditions, the Special Committee determined that Silver Lake had not adversely affected the sale process by virtue of its participation prior to its articulating that it could be a lead acquiror, and that it was advisable to permit Silver Lake to participate as a potential lead acquiror in the sale

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process. The Special Committee authorized the Company to enter into a confidentiality agreement suitable for an M&A process and thereafter for Silver Lake to be provided access to due diligence. The Special Committee determined to communicate a deadline for final proposals to all counterparties in the sale process (including Silver Lake, subject to the foregoing procedural requirements) of September 12, 2024 and to distribute a process letter accordingly.

On August 15, 2024, representatives of Goodwin conveyed the proposed pre-conditions described above to representatives of Simpson Thacher, who later that day confirmed Silver Lake’s agreement to such pre-conditions as a prerequisite for Silver Lake’s access to diligence and further engagement in the sale process. Also on that day, the Company entered into a new confidentiality agreement with Silver Lake (the “Silver Lake Confidentiality Agreement”), which did not contain a “standstill” provision (there already being a “standstill” provision in the Investment Agreement). Later that day, the draft merger agreement was provided to Silver Lake.

On August 16, 2024, access to a confidential data room was provided to Silver Lake.

On August 21, 2024, at the direction of the Special Committee, representatives of Qatalyst Partners distributed process letters to Silver Lake, Party J, Party B, Party W, Party D and Party C, which requested fully financed final proposals by September 12, 2024.

After the close of trading on August 21, 2024, Zuora reported its financial results for the second quarter of fiscal year 2025 and provided financial guidance for the third quarter and full year 2025 based on then-current market conditions and expectations. Zuora reported that second quarter ARR growth was 7%, compared to 8% the previous quarter and 10% the quarter before, and 14% the previous year, and DBRR was 104%, flat quarter-over-quarter and down 3% from the previous year. For fiscal year 2025, Zuora announced its expectations of approximately 6% ARR growth, down from Zuora’s expectations of 8-10% ARR growth provided in Zuora’s first quarter 2025 earnings release issued on May 24, 2024, and 103-104% DBRR, down from the guidance of 104-106% DBRR provided in Zuora’s first quarter 2025 earnings release.

On August 26, 2024, another one of Zuora’s institutional shareholders sent a letter to members of Zuora’s management indicating a preference that the Company considers a sale of the Company.

On August 27, 2024, representatives of Party AA reached out to representatives of Qatalyst Partners expressing interest in participating in the sale process as a standalone opportunity. The Special Committee authorized Qatalyst Partners to discuss the sale process with Party AA. Thereafter, Qatalyst Partners indicated to Party AA that the Company was in advanced discussions with other parties so if they were interested, they should submit a proposal based on publicly available information and if their proposal was deemed sufficient by the Special Committee, they would be provided access to non-public information. Following some internal discussions, Party AA reached out to Qatalyst Partners indicating they would not be moving forward in potentially evaluating an acquisition of Zuora.

On August 28, 2024, Party C conveyed that it was declining to further engage in the sale process, citing timing and competing strategic priorities.

On September 3, 2024, representatives of Simpson Thacher submitted a preliminary markup of the Special Committee’s draft merger agreement form. Among other changes, the markup added a closing condition in Silver Lake’s favor that the Company must have a certain amount of cash on hand at closing (a “Minimum Cash Condition”) and set this amount at $500,000,000; removed the construct of Parent’s providing a full equity backstop for the purchase price; removed the “go-shop” construct in favor of the Company; and added an expense reimbursement payable by the Company in the event of a failure of the Company’s stockholder vote, in the amount of 1.0% of equity value (the “No-Vote Expense Reimbursement”). Although the markup contemplated the generic possibility of “rollover” by unspecified investors of the Company, it specified that any possible “rollover” request was tentative. Notwithstanding the foregoing, representatives of the Special

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Committee ensured that drafts of the merger agreement and all other transaction documents redacted each of these concepts in the versions thereof that were shared with members of Zuora’s management or representatives of Freshfields or S&C throughout the process of drafting and negotiating such documents, until a final agreement on price was eventually reached with Silver Lake and the GIC Investor on October 15, 2024, as described below.

On September 4, 2024, Party D conveyed that, due to Party D’s perceived concerns relating to Zuora’s product and reduced opportunity for cost and headcount reductions, given the operational work the company had already done, Party D’s current valuation of a transaction would likely imply a per share price much closer to $9.00 rather than the $10.00 previously conveyed on August 13, 2024. The Company’s trading price had closed at $8.56 per share on the previous trading day.

On September 5, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee was provided an update on the sale process. During the meeting, it was discussed that similar reasons for either dropping out of the process or reducing their proposed purchase price per share were repeated by the majority of potential acquirors that conducted significant due diligence. Representatives of Goodwin also reviewed key issues from Silver Lake’s revisions to the draft merger agreement received September 3, 2024. The Special Committee instructed Goodwin and Qatalyst Partners to continue working through transaction points with Silver Lake, as well as any of the other remaining counterparties who submitted revisions of the draft merger agreement.

On September 6, 2024, Party J conveyed to representatives of Qatalyst Partners that it would not be submitting a revised proposal and was declining to further engage in the sale process, citing Party J’s concerns regarding the Company’s deceleration in business momentum, churn risk, and competitive threats.

On September 6, 2024, Mr. Osnoss spoke with Mr. Pressman about Silver Lake’s ongoing evaluation of the Company and his view that, if Silver Lake was to submit a proposal, it would need the participation of a co-investor to provide new capital in addition to Silver Lake rolling its Convertible Notes interest. Silver Lake requested permission to involve the GIC Investor and another investor as potential co-investors to Silver Lake in an acquisition of the Company. The Special Committee approved this request on September 7, 2024.

On September 9, 2024, representatives of Simpson Thacher sent representatives of Goodwin a written affirmation that, if a transaction with Silver Lake is one in which Mr. Tzuo may be viewed as conflicted, including by participating as a “rollover” investor, then Silver Lake committed at this time to pre-conditioning its proceeding with a transaction on the MFW Conditions. Representatives of Simpson Thacher confirmed that Silver Lake was not in a position to determine whether or not it would ultimately submit a proposal to acquire the Company, but wished to confirm Silver Lake’s position on such issues in advance of any discussions between Silver Lake and the Company over price or “rollover” participation by members of management.

Also on September 9, 2024, representatives of S&C, on behalf of Mr. Tzuo, sent representatives of Goodwin a written confirmation that, if a sale of the Company contemplates a “rollover” by Mr. Tzuo of his existing interests in Zuora, then Mr. Tzuo (on behalf of himself and his affiliated investment vehicles holding interests in Zuora) committed at this time to pre-conditioning their proceeding with such transaction on the MFW Conditions.

Later on September 9, 2024, with the approval of the Special Committee, representatives of Goodwin sent revisions to the draft merger agreement to representatives of Simpson Thacher. Among other changes, the draft removed the Minimum Cash Condition; reinstated the “go-shop” construct; and removed the No-Vote Expense Reimbursement. This draft also included provisions related to the filing of a Schedule 13E-3 Transaction Statement on account of the possibility that such a filing would be required due to Silver Lake’s existing Convertible Notes investment.

Also on September 9, 2024, an affiliate of the GIC Investor entered into a joinder to the Silver Lake Confidentiality Agreement, for the affiliate of the GIC Investor to act as a possible co-investor with Silver Lake and in order to conduct its own due diligence of the Company.

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Also on September 9, 2024, the Special Committee reviewed certain proposed updates to the long-range plan approved by the Special Committee in April 2024, to reflect updated financial forecasts for the second half of fiscal year 2025 stemming from updated actual financial performance for the first half of fiscal year 2025, as described in more detail in the section of this proxy statement entitled “Special Factors—Unaudited Prospective Financial Information—Management Projections.” The Special Committee unanimously approved the long-range plan as revised (which is referred to elsewhere in this proxy statement as the “Management Projections” or the “Projections”) and approved the sharing of such Projections with counterparties in the sale process for use in their due diligence and with Qatalyst Partners for purposes of its financial analysis.

On September 10, 2024, the Special Committee held a meeting, with representatives of Goodwin in attendance. The Special Committee was provided an update on the sale process with respect to Silver Lake, Party D and Party B. The Special Committee also discussed and approved the extension of the DGCL 203 Limited Waiver to cover discussions between Mr. Tzuo and his affiliated entities and representatives, on the one hand, and Silver Lake, Party D, Party B and their respective representatives (including potential financing sources), on the other hand, with respect to the potential entry into a voting or tender and support agreement (including if such agreement were to include “rollover” terms).

Also on September 10, 2024, access to the confidential data room was provided to the GIC Investor and its affiliates.

Also on September 10, 2024, with the approval of the Special Committee, representatives of Goodwin sent an initial draft of a voting and support agreement to representatives of Simpson Thacher, which provided for Mr. Tzuo to vote his shares in favor of the transactions contemplated by the draft merger agreement, and against competing transactions unless the merger agreement was terminated. This draft had been previously approved by Mr. Tzuo in anticipation of being provided to one or more counterparties, and did not include at this time any “rollover” mechanics, which were added later to the draft on October 16, 2024 as described below.

On September 11, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee was provided an update on the sale process with respect to Silver Lake, Party D and Party B and determined to maintain a deadline of September 12, 2024 for the submission of final proposals.

Later on September 11, 2024, representatives of Silver Lake conveyed that Silver Lake would require two additional weeks in order to continue discussions with the GIC Investor and/or other potential co-investors and evaluate whether they would potentially submit a proposal. The representatives of Silver Lake reiterated that if Silver Lake were to submit a proposal, the majority of new capital would need to come from a potential co-investor.

Also on September 11, 2024, Mr. Pressman and representatives of Qatalyst Partners spoke several times with Mr. Osnoss and requested information about Silver Lake’s perspective on Zuora’s value given Silver Lake’s position that it needed more time to consider and discuss with potential co-investors before it would potentially submit a proposal. In response to Mr. Pressman and Qatalyst Partners’ inquiries, Mr. Osnoss indicated that he believed that, should Silver Lake and a co-investor make a proposal, it would likely be a meaningful premium to the Company’s unaffected and current trading prices, but he did not know whether such a proposal, if made, would be in the high $9.00 or low $10.00 range. Mr. Osnoss underscored the tentative nature of this response, given that he was continuing due diligence and evaluation of potential financial sources and uses and that neither Silver Lake’s investment committee nor any necessary co-investor had approved the submission of any proposal at this time, or authorized him to give any indication of price to the Special Committee.

Also on September 11, 2024, Party B conveyed that it would not be submitting a revised proposal at the deadline of September 12, 2024 and that the additional due diligence and extensive customer information provided did not give them sufficient comfort for them to continue pursuing a transaction. Later that day, representatives of

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Qatalyst Partners called representatives of Party B to confirm whether or not they were declining to further engage in the sale process, and the representatives of Party B confirmed that they were withdrawing due to Party B’s concerns about Zuora’s business performance, customer base and prospects, even after several months of extensive diligence conducted by Party B.

Also on September 11, 2024, Qatalyst Partners provided the Special Committee with an updated customary relationship disclosure letter, which included disclosures related to Qatalyst Partners’ relationships with Zuora and the potential counterparties that had then expressed interest in engaging in discussions with Zuora and now included GIC. The Special Committee did not identify any potential or actual conflict of interest that would affect the ability of Qatalyst Partners to continue to fulfill its responsibilities.

On September 12, 2024, Party D conveyed that, although it would not be submitting a revised proposal at this time, its current valuation of the Company was at or below the Company’s trading price, which had closed at $8.56 per share on the previous trading day, and its understanding is that such a valuation would not be transactable. Party D also indicated that, depending on structuring for the transaction (which may include “rollover”), it could potentially raise its price to $9.00 per share, at most given the concerns previously relayed to representatives of Qatalyst Partners.

Also on September 12, 2024, representatives of Simpson Thacher submitted revisions to the draft merger agreement, the draft voting and support agreement and other ancillary agreements and documents. Among other changes, the draft reinstated the Minimum Cash Condition but in an unspecified amount; again removed the “go-shop” construct; and reinstated the No-Vote Expense Reimbursement at 1.0% of equity value. This draft of the merger agreement also included provisions related to the mechanics of a “rollover” and a Majority-of-the-Minority Vote and accepted the additions of provisions related to the filing of a Schedule 13E-3 Transaction Statement, but it was specified that such provisions were tentative, subject to the contingency that any “rollover” was ultimately agreed to, which would in turn be subject to prior approval by the Special Committee for such “rollover” discussions to occur.

Also on September 12, 2024, representatives of Goodwin passed along revisions from Silver Lake to the draft voting and support agreement to representatives of S&C, except that the representatives of Goodwin made certain redactions thereto to remove the identifiability of Silver Lake and implications that a “rollover” for Mr. Tzuo was being contemplated.

On September 13, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. Mr. Pressman reported on his and Qatalyst Partners’ conversations with Mr. Osnoss on September 11, 2024 as described above. The Special Committee discussed its interpretation that, if Silver Lake were to obtain necessary equity financing and required investment committee approvals, it would be prepared to pay a meaningful premium of more than 10% to the current trading price. Therefore, the Special Committee discussed its impression, and determined that in order to evaluate possible courses of action it would need to proceed under a working assumption that Silver Lake would at this time be prepared to pay no more than a per share purchase price in the high $9.00 to low $10.00 range should it determine to submit a proposal. The Special Committee also made note of the fact that all other counterparties in the sale process had effectively withdrawn from the sale process, with the exception of Party D which had provided a verbal indication of valuation below $8.56 and a stretch valuation of $9.00, as described above. Similarly, most of the parties that engaged in substantive due diligence workstreams, had cited similar perceived concerns including around deceleration in business momentum, growth outlook, churn risk and competitive threats. On this basis, the Special Committee determined to continue engaging with Silver Lake. The Special Committee also discussed the appropriateness at this time of, and approved, soliciting from Mr. Tzuo an indication, on a no-names basis with respect to counterparty, of whether he would support a transaction in a hypothetical high $9.00 to low $10.00 per share range, and whether he would require, or accept a counterparty’s requirement of, a “rollover” at this valuation as a pre-condition to his support. The Special Committee also determined to apprise Zuora’s management (including Mr. Tzuo) that the sale process continues to feature multiple counterparties, that two indications of valuation had

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been received (without providing the valuations themselves), from counterparties that require an additional number of weeks in order to transact.

On September 15, 2024, the Zuora Board held a meeting, with representatives of Goodwin, Qatalyst Partners and Freshfields in attendance. Mr. Osnoss and Silver Lake’s Zuora Board observer were recused from the meeting and Mr. Tzuo was not invited to attend. After other members of Zuora’s management exited the meeting, the members of the Zuora Board were apprised of the potential valuation range for a transaction and the identities of the remaining counterparties in the sale process, but, given the presence of certain members of the Zuora Board with investments in Silver Lake-managed funds or vehicles, were not told which counterparty made which price proposal. The Zuora Board was informed that if the Special Committee were to reach a transaction with one of the bidders that the Special Committee was prepared to recommend favorably, then the Special Committee would be in a position to share additional information with the Zuora Board without an information barrier. Conversely, the Zuora Board was informed that it may not be apprised of the specific terms of a potential transaction unless and until the Special Committee was prepared to recommend favorably such transaction.

On September 16, 2024, with the approval of the Special Committee, representatives of Goodwin delivered a revised draft merger agreement to representatives of Simpson Thacher. Among other changes, the draft again removed the Minimum Cash Condition; accepted the removal of the “go-shop” construct, although it was articulated that such removal was subject to the understanding that Silver Lake would proceed with a transaction on the timeframe articulated by it on September 11, 2024; and again removed the No-Vote Expense Reimbursement.

On September 17, 2024, Silver Lake requested permission to involve certain additional debt financing sources in an acquisition of the Company. The Special Committee approved this request later that day.

On September 18, 2024, representatives of S&C had a call with representatives of Goodwin. The representatives of S&C conveyed on behalf of Mr. Tzuo (in response to Goodwin’s request for such information on September 13, 2024) that Mr. Tzuo would support a transaction in a hypothetical high $9.00 to low $10.00 per share range, and such support is subject to (i) Mr. Tzuo having the ability to “roll over” between 50% and 80% of his aggregate equity holdings of the Company and (ii) Mr. Tzuo receiving acceptable post-closing governance and minority protection rights and post-closing employment terms. Representatives of Goodwin promptly informed the Special Committee of this information.

On September 23, 2024, representatives of Silver Lake conveyed that Silver Lake and the GIC Investor would require two additional weeks before it would be in a position to potentially submit an initial proposal. The representatives of Silver Lake again explained that, if it were to engage in a transaction, Silver Lake would require a substantial equity co-investment, for which this additional amount of time was necessary. In particular, the representatives of Silver Lake previewed that the GIC Investor, a potential co-investor to Silver Lake which could satisfy this substantial equity co-investment requirement, would not be able to obtain investment committee feedback until October 7, 2024, at which time the GIC Investor would make a preliminary decision on whether or not to proceed with evaluating a transaction. The representatives of Silver Lake also conveyed to representatives of Qatalyst Partners that, if Silver Lake (together with the GIC Investor) were to engage in a transaction, they would likely condition the transaction on Mr. Tzuo “rolling over” between 70% and 100% of his aggregate equity holdings of the Company.

Later on September 24, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee received an update regarding Silver Lake’s message from the day before, as described above. The Special Committee also was briefed on Mr. Tzuo’s and Silver Lake’s respective articulations of “rollover” expectations for Mr. Tzuo, and made note that the currently contemplated ranges proposed by each party overlapped in part. The Special Committee determined to continue engaging with Silver Lake toward a potential transaction.

On September 25, 2024, representatives of Simpson Thacher submitted revisions to the draft merger agreement. Among other changes, the draft reinstated the Minimum Cash Condition but in an unspecified amount; reinstated

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the No-Vote Expense Reimbursement at 1.0% of equity value, but with minor concessions to its construct; and added a construct that Silver Lake would “roll over” its Convertible Notes, except that it may cause the Company to repurchase a portion of the Convertible Notes shortly prior to closing at the price specified in the indenture governing the Convertible Notes, equal to the principal amount of the Convertible Notes to be repurchased plus all remaining scheduled interest on such Convertible Notes Indenture (accruing at the PIK rate) through maturity (which repurchase would be subject to a cap of an as-yet unspecified amount) (the “Convertible Notes Repurchase Obligation”).

On September 27, 2024, representatives of Zuora’s management and Qatalyst Partners held a management due diligence session with representatives of Silver Lake and the GIC Investor.

On September 28, 2024, with the approval of the Special Committee, representatives of Goodwin sent revisions to the draft merger agreement to representatives of Simpson Thacher. Among other changes, the draft again removed the Minimum Cash Condition; accepted the No-Vote Expense Reimbursement but with a fixed $5,000,000 cap, since Silver Lake made clear that it would not pursue the possible transaction without such an expense reimbursement provision; and accepted the construct of the Convertible Notes Repurchase Obligation with minor changes.

On September 29, 2024, representatives of Goodwin passed along revisions from Mr. Tzuo to the draft voting and support agreement to representatives of Simpson Thacher. Neither Mr. Tzuo nor representatives of S&C were informed of Silver Lake’s position on “rollover”. Later that day, representatives of Simpson Thacher and of S&C had a call to walk through key issues in the draft voting and support agreement, with representatives of Goodwin attending the call on behalf of the Special Committee. The call did not involve any discussion of transaction pricing or other material economic terms of the any potential transaction, the amount of Mr. Tzuo’s “rollover” and any terms related to Mr. Tzuo’s post-closing employment, management roles, compensation and related matters (collectively, “Prohibited Matters”).

On October 2, 2024, representatives of Simpson Thacher submitted revisions to the draft merger agreement. Among other changes, the draft reinstated the Minimum Cash Condition but in an unspecified amount. Thereafter, Goodwin and Simpson Thacher continued to negotiate and finalize the merger agreement until its eventual execution on October 17, 2024.

Also on October 2, 2024, representatives of Goodwin passed along revisions from Silver Lake to the draft voting and support agreement to representatives of S&C, except that the representatives of Goodwin made certain redactions thereto to remove implications that a “rollover” for Mr. Tzuo was being contemplated.

Also on October 2, 2024, representatives of Zuora’s management and Qatalyst Partners held a follow-up management due diligence session with representatives of Silver Lake and the GIC Investor covering the Company’s growth outlook, customer base, go-to-market strategy, and operating cost structure.

On October 7, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee was briefed that earlier that day, the GIC Investor received approval to proceed with a transaction from its investment committee. The Special Committee also discussed and approved permitting Mr. Tzuo and Silver Lake, on behalf of itself and the GIC Investor, to begin discussing and negotiating the terms of Mr. Tzuo’s post-closing governance and minority protection rights (collectively, “Governance Terms”) in the event that Mr. Tzuo were to “roll over” in the transaction, provided that the parties would be prohibited from discussing Prohibited Matters. In making this approval, the Special Committee determined that discussion and negotiation by Mr. Tzuo and Silver Lake and the GIC Investor regarding Governance Terms would not reasonably be expected to affect the equity valuation that Silver Lake and the GIC Investor would be willing to ascribe to the Company in a transaction, but at the same time would meaningfully advance the parties’ timely progression toward a transaction. Conversely, the Special Committee also determined that discussion and negotiation Mr. Tzuo and Silver Lake and the GIC Investor regarding the Prohibited Matters

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must be strictly prohibited at this time because such matters could potentially affect the equity valuation that Silver Lake and the GIC Investor would be willing to ascribe to the Company in a transaction, and so must be reserved until after the purchase price for a potential transaction was agreed to. At the Special Committee’s invitation, members of Zuora’s management then joined the meeting and presented a set of cash forecasts through the end of April 2025 (the “Cash Forecasts”), which was requested by Silver Lake as part of its financial due diligence including as to its financial sources and uses for the transaction and its evaluation of a Minimum Cash Condition. The Cash Forecasts were consistent with the Projections. Following discussion, the Special Committee approved the sharing of the Cash Forecasts with Silver Lake for use in its financial due diligence.

On October 9, 2024, Mr. Tzuo and representatives of S&C had a call with representatives of Silver Lake and Simpson Thacher regarding the Governance Terms, with representatives of Goodwin attending on behalf of the Special Committee. Thereafter until execution of the merger agreement on October 17, 2024, Mr. Tzuo and representatives of S&C continued to negotiate and exchange drafts of a term sheet containing the proposed Governance Terms with representatives of Silver Lake and Simpson Thacher, in all cases with the attendance of Goodwin on behalf of the Special Committee and without discussion of the Prohibited Matters until a final agreement on price was eventually reached with Silver Lake and the GIC Investor on October 15, 2024, as described below.

On October 11, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. Representatives of Goodwin debriefed the Special Committee on the material terms that had been negotiated in the merger agreement, the voting and support agreement and the other related transaction documents and the key remaining legal issues in the transaction process, including with respect to regulatory approvals and the Minimum Cash Condition. The Special Committee made note that, as supported by the Cash Forecasts, the Company was projected to hold more than a sufficient amount of cash on hand at illustrative closing dates, and Silver Lake had repeatedly conveyed that its financial sources and uses for the transaction would likely necessitate a Minimum Cash Condition. Therefore, the Special Committee determined to agree to a Minimum Cash Condition in an amount not to exceed $400,000,000.

From October 11 through October 15, 2024, representatives of Goodwin, Freshfields, Simpson Thacher and Dechert LLP (“Dechert”), outside counsel to the GIC Investor, continued to negotiate final legal issues in the transaction documents.

On October 14, 2024, Qatalyst Partners provided the Special Committee with an updated customary relationship disclosure letter, which included disclosures related to Qatalyst Partners’ relationships with Zuora and the potential counterparties that had then expressed interest in engaging in discussions with Zuora. The Special Committee did not identify any potential or actual conflict of interest that would affect the ability of Qatalyst Partners to continue to fulfill its responsibilities.

On October 15, 2024, representatives of Silver Lake indicated to representatives of the Special Committee that Silver Lake was prepared to imminently submit an initial proposal for a transaction, subject to a limited waiver of the “standstill” provisions in the Investment Agreement in order to permit Silver Lake to make, and later publicly disclose by amendment to its Schedule 13D/A, a confidential proposal to acquire the Company. With the approval of the Special Committee, representatives of Goodwin issued this limited waiver to Silver Lake.

Later on October 15, 2024, Silver Lake and an affiliate of the GIC Investor submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Zuora for $9.75 per share in cash (the “First October 15 Proposal”). This proposed price implied a premium to the Unaffected Price of approximately 15.1%. The First October 15 Proposal stated that it was fully financed and supported by $850,000,000 in committed debt financing, $375,000,000 in combined equity commitments from Silver Lake and the GIC Investor, and Company balance sheet cash as contemplated by the Minimum Cash Condition. The First October 15 Proposal also stated that Silver Lake was committing to roll over its existing Convertible Notes in the

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amount of $400,000,000 into equity securities of the pro forma company. The First October 15 Proposal assumed that the aggregate value of the Convertible Notes was equal to the purchase price that the Silver Lake holders would be entitled to receive had the Company been required to repurchase the Convertible Notes under the indenture governing the Convertible Notes in connection with the Merger (which repurchase price was equal to the principal amount of the Convertible Notes plus all remaining scheduled interest (accruing at the PIK rate) on the Convertible Notes through maturity as if the Convertible Notes remained outstanding through maturity for the purposes of this calculation). The aggregate value so calculated was greater than the original principal amount of $400,000,000. The First October 15 Proposal also stated that Silver Lake and the GIC Investor expected that Mr. Tzuo would roll over at least 70% of his pre-tax total equity (inclusive of common stock, stock options, RSUs and PSUs), and that the proposal was subject to finalizing a voting, support and rollover agreement with Mr. Tzuo. The First October 15 Proposal also re-affirmed that, as previously communicated by representatives of Silver Lake, if the transaction is one in which Mr. Tzuo may be viewed as conflicted, including by participating as a rollover investor, Silver Lake and the GIC Investor had each pre-conditioned its proceeding with a transaction on the MFW Conditions.

Later on October 15, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee reviewed the October 15 Proposal and received a preliminary financial analysis of the $9.75 per share purchase price from representatives of Qatalyst Partners. Following discussion, the Special Committee directed representatives of Qatalyst Partners to make a counter-proposal to Silver Lake of $10.56 per share.

Later on October 15, 2024, Silver Lake and the GIC Investor verbally submitted a counter-proposal to acquire 100% of the outstanding capital stock of Zuora for $10.00 per share in cash (the “Final Proposal”), which was characterized as Silver Lake and the GIC Investor’s best and final proposal and had already assumed a hypothetical “rollover” by Mr. Tzuo such that any actual “rollover” in any amount would not result in a higher per share price proposal.

Later on October 15, 2024, the Special Committee held another meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The Special Committee reviewed the Final Proposal and received a preliminary financial analysis of the $10.00 per share purchase price from representatives of Qatalyst Partners. With the backdrop of continued headwinds surrounding deceleration in business momentum and outlook, the challenged growth and macroeconomic outlook and the competitive threat overhang, and the risks and uncertainties associated with Zuora’s stand-alone strategy, the Special Committee determined that it would favorably recommend the Final Proposal to the Zuora Board once the merger agreement and ancillary agreements were finalized, and that the Final Proposal was sufficient to permit Mr. Tzuo and Silver Lake and the GIC Investor to commence discussions and negotiations regarding the Prohibited Matters, which the Special Committee so authorized (the “Prohibited Matters” hereinafter referred to as the “Tzuo Rollover and Employment Matters”).

Thereafter, until the merger agreement was executed on October 17, 2024, representatives of Simpson Thacher and of S&C discussed, negotiated and finalized the Governance Terms as well as the Tzuo Rollover and Employment Matters. This included, on October 16, 2024, that representatives of Simpson Thacher sent revisions to the draft voting and support agreement to representatives of S&C, which draft included mechanics for the contemplated “rollover” by Mr. Tzuo for the first time.

Later on October 16, 2024, the Special Committee held a meeting, with representatives of Goodwin and Qatalyst Partners in attendance. The representatives of Goodwin reviewed with the Special Committee its fiduciary duties under Delaware law. The representatives of Goodwin then reviewed the final terms of the merger agreement, the voting and support agreement and the other related transaction documents. The representatives of Qatalyst Partners, after reviewing with the Special Committee the financial analysis of the proposed merger, then confirmed that Qatalyst Partners was prepared to deliver a written opinion to the Zuora Board, to the effect that, as of the date thereof, the merger consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zuora Common Stock (other than Parent or any affiliate of

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Parent) was fair, from a financial point of view, to such holders, if and when requested by the Zuora Board prior to the execution of the merger agreement. The Special Committee then unanimously (i) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders, (ii) recommended that the Zuora Board determine that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the Company’s stockholders and adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (iii) recommended that, subject to approval by the Zuora Board, the Zuora Board submit the Merger Agreement to the Company’s stockholders entitled to vote thereon for adoption thereby and resolve to recommend that such stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger (the “Special Committee Resolutions”).

Immediately following the Special Committee meeting, the Zuora Board held a meeting on October 16, 2024, with representatives of Goodwin, Qatalyst Partners and Freshfields in attendance. With Messrs. Tzuo and Osnoss recused, the representatives of Freshfields reviewed with the Zuora Board its fiduciary duties under Delaware law. The representatives of Goodwin then reviewed the final terms of the Merger Agreement, the Voting, Support and Rollover Agreement and the other related transaction documents. Members of the Special Committee described and conveyed the Special Committee Resolutions to the Zuora Board, including the recommendation of the Special Committee. After Messrs. Tzuo and Osnoss joined the meeting, the representatives of Qatalyst Partners, after reviewing with the Zuora Board the financial analysis of the proposed merger, then rendered Qatalyst Partners’ oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof, and based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, the merger consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zuora Common Stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders, as more fully described in the section of this proxy statement captioned “Special Factors—Opinion of Qatalyst Partners LP.” After receiving the recommendation of the Special Committee, the Zuora Board then unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (iii) directed that the Merger Agreement be submitted to the Company’s stockholders entitled to vote thereon for adoption thereby and resolved to recommend that such stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger.

On October 17, 2024, the Merger Agreement, the Voting, Support and Rollover Agreement and the other related transaction documents, including an equity commitment letter by the Silver Lake Investor providing an aggregate equity financing commitment of $57,000,000 and an equity commitment letter by the GIC Investor providing an aggregate equity financing commitment of $410,000,000, were executed by the relevant parties.

Later on October 17, 2024, before the opening of trading on the NYSE, Zuora, Silver Lake and the GIC Investor jointly publicly announced the Merger.

Reasons for the Merger; Recommendation of the Special Committee and the Zuora Board

Recommendation of the Special Committee

For purposes of this Proxy Statement, “Superior Proposal” is defined in the section of this proxy statement captioned “The Merger Agreement—Solicitation of Other Offers.”

The Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on October 16, 2024, unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, are advisable, fair to, and in the best interests of Zuora and the Unaffiliated Company Stockholders, (2) recommended that the Zuora Board determine that the Merger

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Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Zuora and Zuora’s stockholders and adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (3) recommended that, subject to approval by the Zuora Board, the Zuora Board submit the Merger Agreement to Zuora’s stockholders entitled to vote thereon for adoption thereby and resolve to recommend that such stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger. In evaluating the terms of the Merger Agreement and the transactions contemplated thereby, the Special Committee consulted with its independent financial advisor, Qatalyst Partners, and its independent legal advisor, Goodwin, and where appropriate, with Zuora management and Zuora’s legal and financial advisors.

In addition, based on the factors described in this proxy statement, the Special Committee believes that the Merger is substantively and procedurally fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. The Special Committee did not assess whether the “rollover” provisions of the CEO Rollover Agreement with the CEO Rollover Stockholders are advisable, fair to and in the best interests of the CEO Rollover Stockholders.

In reaching its determinations and recommendations, the Special Committee considered a number of factors, including the following factors (not necessarily in order of relative importance), which the Special Committee viewed as being generally positive or favorable in coming to its determination and recommendation.

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The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Company Stockholders. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Company Stockholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to Unaffiliated Company Stockholders:

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

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

In addition, the Special Committee was aware of and considered the fact that some of Zuora’s directors and executive officers have interests in the Merger that are different from, or in addition to, Zuora’s stockholders generally, including those interests that are a result of employment and compensation arrangements with Zuora.

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

Recommendation of the Zuora Board

After considering the unanimous recommendation of the Special Committee and on the basis of the other factors described above, the Zuora Board unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Zuora and Zuora’s stockholders, (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (3) directed that the Merger Agreement be submitted to Zuora’s stockholders entitled to vote thereon for adoption thereby and resolved to recommend that Zuora’s stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger.

In addition, based on the factors described in this proxy statement, the Zuora Board, on behalf of Zuora, believes that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the CEO Rollover) are substantively and procedurally fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. The Zuora Board did not assess whether the “rollover” provisions of the Support and Rollover Agreement with the CEO Rollover Stockholders are advisable, fair to and in the best interests of the CEO Rollover Stockholders.

In the course of reaching its determination and making its recommendations, the Zuora Board considered the following non-exhaustive list of material factors and countervailing factors, which are not presented in any relative order of importance:

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The Zuora Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

The foregoing discussion of the information and factors considered by the Special Committee and by the Zuora Board is not intended to be exhaustive and includes only the material factors considered. In light of the variety of factors considered by the Special Committee and by the Zuora Board and the complexity of these factors, neither the Special Committee nor the Zuora Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching their respective determinations and recommendations. Moreover, each member of the Special Committee and of the Zuora Board applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors, and the recommendations, determinations and approvals, where applicable, by the Special Committee and the Zuora Board were based upon the totality of the information presented to, and considered by, the Special Committee and the Zuora Board, respectively.

The opinion of Qatalyst Partners addressed the fairness determination from a financial point of view of the Per Share Price to be received by the holders of shares of Zuora Common Stock (other than Parent or any affiliate of Parent) pursuant to the Merger Agreement, and also expressly set forth that Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of any consideration to be received by the CEO Rollover Stockholders or any of their affiliates. While such holders of shares of Zuora Common Stock may still include holders that are affiliates of the Company (including officers and directors), such affiliates will receive the same Per Share Price as the unaffiliated stockholders in the Merger and, therefore, the Special Committee and the Zuora Board believe that there was no material distinction between the fairness of the transaction to the Unaffiliated Company Stockholders and the fairness of the transaction to holders of shares of Zuora Common Stock (other than Parent or any affiliate of Parent and the CEO Rollover Stockholders or any affiliate of the CEO Rollover Stockholders).

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In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), including determining the fairness of such transactions to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, the Zuora Board and the Special Committee did not consider the liquidation value of Zuora because (1) Zuora was a viable, going concern; (2) liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) determining a liquidation value would be impracticable given the significant execution risk involved in any breakup of Zuora. For the foregoing reasons, the Zuora Board and the Special Committee did not consider liquidation value to be a relevant factor. Further, the Zuora Board and the Special Committee did not consider Zuora’s net book value, which is an accounting concept, as a factor because (1) net book value is not a material indicator of the value of Zuora as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of Zuora, market conditions, trends in the industry in which Zuora operates or the business risks inherent in the industry. In addition, the Zuora Board and the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Important Information Regarding Zuora—Transactions in Zuora Common Stock” to be relevant except to the extent that those prices indicated the trading price of the Zuora Common Stock during the applicable periods. In addition, the Zuora Board and the Special Committee considered the value of Zuora as a going concern by taking into account the value of Zuora’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.

Other than as described in this proxy statement, the Zuora Board has not received any firm offer by any other person during the prior two years for (1) a merger or consolidation of Zuora with another company; (2) the sale or transfer of all or substantially all of Zuora’s assets; or (3) a purchase of Zuora’s securities that would enable such person to exercise control of Zuora.

When considering the foregoing recommendation of the Zuora Board that you vote to approve the proposal to adopt the Merger Agreement, stockholders should be aware that some of Zuora’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. The Zuora Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of Zuora and Zuora’s stockholders, in reaching its decision to adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in making its recommendation that Zuora’s stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger, and in directing that the Merger Agreement be submitted to Zuora’s stockholders entitled to vote thereon for adoption thereby. For more information, please see the section of this proxy statement captioned “Special Factors—Interests of Zuora’s Directors and Executive Officers in the Merger.”

The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Qatalyst Partners LP

The Special Committee retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether 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 Zuora Common Stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. The Special Committee selected Qatalyst Partners to act as financial advisor to the Special Committee based on Qatalyst Partners’ qualifications, reputation, independence, extensive expertise, including with respect to serving as a financial advisor to technology companies, advising companies on M&A transactions and serving as an independent financial advisor to special committees of boards of directors, and experience advising technology

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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 Zuora Board on October 16, 2024, Qatalyst Partners rendered to the Zuora Board its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof 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 Zuora Common Stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated October 16, 2024, to the Zuora Board following this meeting of the Zuora Board.

The full text of Qatalyst Partners’ written opinion, dated October 16, 2024, is attached to this proxy statement as Annex B and is incorporated by reference in this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Holders of shares of Zuora Common Stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Zuora Board and addresses only, as of the date of the opinion, based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, the fairness, from a financial point of view, of the Per Share Price to be received by the holders of shares of Zuora Common Stock (other than Parent or any affiliate of Parent) pursuant to, and in accordance with, the terms of the Merger Agreement, to such holders, and it does not address any other aspect of the Merger. Qatalyst Partners’ opinion does not constitute a recommendation as to how any holder of Zuora Common Stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which Zuora Class A Common Stock will trade or otherwise be

transferable at any time. Qatalyst Partners’ opinion does not address the underlying business decision of Zuora to engage in the Merger, nor does it address the relative merits of the Merger as compared to any strategic alternatives that may be available to Zuora or in which Zuora might engage. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B and is incorporated by reference in this proxy statement in its entirety.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement dated October 16, 2024, certain related documents and certain publicly available financial statements and other business and financial information of Zuora. Qatalyst Partners also reviewed the Management Projections (as defined in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Zuora with senior management of Zuora. Qatalyst Partners also reviewed the historical market prices and trading activity for Zuora Class A Common Stock and compared the financial performance of Zuora and the prices and trading activity of Zuora Class A Common Stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

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 Zuora. With respect to the Management Projections, Qatalyst Partners was advised by the management of Zuora, and Qatalyst Partners assumed based on discussions with the management of Zuora and the Special Committee, that the Management Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Zuora of the future financial performance of Zuora and other matters covered thereby. Qatalyst Partners expressed no view as to the Management Projections or the assumptions on which it was based. 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

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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 Zuora 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 Zuora or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of Zuora as to the existing and future technology and products of Zuora 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 was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Zuora to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Zuora or in which Zuora might engage. 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 holders of shares of Zuora Common Stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of (i) the compensation to any of the officers, directors or employees of Zuora 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 of shares of Zuora Common Stock between the holders of shares of Zuora Class A Common Stock and the holders of shares of Zuora Class B Common Stock or the relative fairness of the Per Share Price to the holders, (iii) the voting rights associated with the Zuora 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) or (iv) any consideration to be received by the CEO Rollover Stockholders or any of their affiliates. Qatalyst Partners was not asked to, nor did Qatalyst Partners express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, including, without limitation, the structure or form of the Merger or any consideration to be received in connection therewith by, or the impact of the Merger or any of the other transactions contemplated by the Merger Agreement on, the holders of any class of securities (other than the holders of shares of Zuora Common Stock (other than Parent or any affiliate of Parent)), creditors or other constituencies of Zuora or any other party.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated October 16, 2024. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the Management Projections, described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information”, and third-party research analyst consensus estimates as of October 16, 2024 (which are referred to as the “Street Case”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

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Summary of Qatalyst Partners’ Financial Analyses

Discounted Cash Flow Analysis

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

Each of the above-referenced estimated future UFCFs, terminal values and federal tax savings due to net operating losses for the fiscal years 2029 and beyond were adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (estimated at 4% annually and totaling approximately 14% in the case of terminal values) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, in each case based on estimates of future dilution provided by management of Zuora.

Based on the calculations set forth above, this analysis implied a range of values for Zuora Common Stock of approximately $8.30 to $12.21 per share.

Selected Companies Analysis

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Zuora 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

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professional judgment, based on factors including that they are publicly traded companies in similar lines of business to Zuora, 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 October 16, 2024, and using the closing prices as of October 16, 2024, for shares of the selected companies, Qatalyst Partners calculated, among other things, (i) the fully diluted enterprise value divided by the estimated consensus revenue for calendar year 2025 (which are referred to as the “CY2025E revenue multiples”) and (ii) the fully diluted equity value divided by the estimated consensus levered free cash flows for calendar year 2025 (which are referred to as the “CY2025E LFCF multiples”), for each of the selected companies, as shown below:

Note: Multiples greater than 50.0x are considered not meaningful and are denoted as dashes.

Based on an analysis of the CY2025E revenue multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative revenue multiple range of 2.0x to 4.0x. Qatalyst Partners used Zuora’s fiscal year ending January 31, 2026, as a proxy for calendar year 2025. Qatalyst Partners then applied this range to Zuora’s estimated revenue for calendar year 2025, based on the Management Projections and based on the Street Case. Based on the fully diluted shares of Zuora Common Stock outstanding as of October 11, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by management of Zuora, this analysis implied (a) a range of values for Zuora Common Stock of approximately $6.64 to $12.37 per share based on the Management Projections for calendar year 2025 and (b) a range of values for Zuora Common Stock of approximately $6.71 to $12.52 per share based on the Street Case for calendar year 2025.

Based on an analysis of the CY2025E LFCF multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative levered free cash flow multiple range of 11.0x to 18.0x. Qatalyst Partners used Zuora’s fiscal year ending January 31, 2026, as a proxy for calendar year 2025. Qatalyst Partners then applied this range to Zuora’s estimated adjusted free cash flow for calendar year 2025, based on the Management Projections and based on the Street Case. Based on the fully diluted shares of Zuora Common Stock outstanding as of October 11, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by management of Zuora, this analysis implied (a) a range of values for Zuora Common Stock of approximately $6.59 to $10.75 per share based on the Management Projections for calendar year 2025 and (b) a range of values for Zuora Common Stock of approximately $6.51 to $10.62 per share based on the Street Case for calendar year 2025.

No company included in the selected companies analysis is identical to Zuora. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business,

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economic, market and financial conditions and other matters. Many of these matters are beyond the control of Zuora, such as the impact of competition on Zuora’s business or the industry in general, industry growth and the absence of any material adverse change in Zuora’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analyses, such as determining the arithmetic mean, median, or the high or low, are not in themselves meaningful methods of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared 32 selected public company transactions, including transactions involving companies participating in similar lines of business to Zuora or with similar business models, similar financial performance or other relevant or similar characteristics.

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For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ revenue of the target company (which are referred to as the “NTM revenue multiples”) and (b) the implied fully diluted equity value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ levered free cash flow of the target company (which we refer to as the “NTM LFCF multiples”).

Note: Multiples greater than 50.0x are considered not meaningful and are denoted as dashes.

Based on the analysis of the NTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative NTM revenue multiple range of 2.5x to 5.0x, then applied this range to Zuora’s estimated next-twelve-months’ revenue (calculated as the 12-month period ending July 31, 2025) based on the Street Case. Based on the fully diluted shares of Zuora Common Stock outstanding as of

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October 11, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by management of Zuora, this analysis implied a range of values for Zuora Common Stock of approximately $7.92 to $14.89 per share.

Based on the analysis of the NTM LFCF multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative NTM LFCF multiple range of 13.0x to 22.0x, then applied this range to Zuora’s estimated next-twelve-months’ adjusted free cash flow (calculated as the 12-month period ending July 31, 2025) based on the Street Case. Based on the fully diluted shares of Zuora Common Stock outstanding as of October 11, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), as provided by management of Zuora, this analysis implied a range of values for Zuora Common Stock of approximately $7.07 to $11.92 per share.

No company or transaction utilized in the selected transactions analysis is identical to Zuora 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 Zuora’s control, such as the impact of competition on Zuora’s business or the industry generally, industry growth and the absence of any material adverse change in Zuora’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 analyses, such as determining the arithmetic mean, median, or the high or low, are not in themselves meaningful methods of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Preliminary Presentations

In addition to the presentations made to the Special Committee and the Zuora Board on October 16, 2024, the date on which Qatalyst Partners delivered its opinion, as described above, Qatalyst Partners made other presentations to the Special Committee on April 14, April 17, April 30, June 15, July 2, 2024 and October 15, 2024 and also shared a presentation dated July 10, 2024 with the Special Committee for reference (such presentations collectively referred to as the “Preliminary Qatalyst Partners Presentations”). Copies of the Preliminary Qatalyst Partners Presentations have been attached as exhibits to the Transaction Statement on Schedule 13E-3 with respect to the Merger. The Preliminary Qatalyst Partners Presentations and Qatalyst Partners’ written opinion will be available for any interested holder of Zuora Common Stock to inspect and copy at Zuora’s principal executive offices during regular business hours and may also be obtained by requesting them in writing at the address described in the section entitled “Where You Can Find More Information” beginning on page 176 of this proxy statement. A summary of the Preliminary Qatalyst Partners Presentations is provided below which does not list all information contained in the Preliminary Qatalyst Partners Presentations and is qualified in its entirety by reference to the respective exhibits attached to the Transaction Statement on Schedule 13E-3 with respect to the Merger.

The April 14, 2024 materials presented to the Special Committee included a financial overview of Zuora, the trading history of Zuora Class A Common Stock and an overview of selected potential buyers. The April 17, 2024 materials presented to the Special Committee included an overview of Zuora’s preliminary management plan, preliminary valuation analyses, and illustrative process considerations. The April 30, 2024 materials presented to the Special Committee included an overview of Zuora’s preliminary management plan and preliminary valuation analyses, an overview of Zuora’s then-current situation and a discussion of next steps. The June 15, 2024 materials presented to the Special Committee included an overview of Zuora’s preliminary management plan and preliminary valuation analyses, along with a process update. The July 2, 2024 materials presented to the Special Committee and the July 10, 2024 materials shared with the Special Committee for reference included an overview of a potential buyer, its recent trading performance and its ability to pay. The October 15, 2024 materials presented to the Special Committee included a preliminary valuation analysis of the First October 15 Proposal (as such term is defined in the section of this proxy statement entitled “Special Factors—Background of the Merger”).

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Miscellaneous

In connection with the review of the Merger by the Special Committee, 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 Zuora. 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 Zuora. 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 by the holders of shares of Zuora Common Stock (other than Parent or any affiliate of Parent) pursuant to, and in accordance with, the terms of the Merger Agreement, to such holders. These analyses do not purport to be appraisals or to reflect the price at which Zuora Class A Common Stock might actually trade or may otherwise be transferable at any time.

Qatalyst Partners’ opinion and its presentations to the Special Committee and to the Zuora Board was one of many factors considered by the Special Committee in determining to recommend that the Zuora Board approve the Merger and by the Zuora Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Special Committee or the Zuora Board with respect to 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 Zuora Common Stock (other than Parent or any affiliate of Parent) or of whether the Special Committee would have been willing to recommend to the Zuora Board, or the Zuora Board 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 Zuora and Parent and was recommended by the Special Committee to the Zuora Board and ultimately approved by the Zuora Board. Qatalyst Partners did not, however, recommend any specific consideration to the Special Committee 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 Zuora, 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 on the one hand, and Zuora, Parent, Silver Lake, or GIC on the other hand, pursuant to which compensation was received by Qatalyst Partners or its affiliates. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Zuora, Parent, Silver Lake, or GIC or their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided the Special Committee with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $38 million, $5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), $250,000 of which was payable upon signing the engagement letter with Qatalyst Partners, and the remaining portion of which will be paid upon, and subject to, the closing of the Merger. Zuora has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services.

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Zuora has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

None of the Preliminary Qatalyst Partners Presentations, alone or together, constitutes an opinion of Qatalyst Partners with respect to the Per Share Price. Each of the analyses performed in the Preliminary Qatalyst Partners Presentations was subject to further updating and subject to the final financial analysis presented to the Special Committee and, subsequently, the Zuora Board on October 16, 2024 by Qatalyst Partners, which is summarized above and which superseded all analyses performed in the Preliminary Qatalyst Partners Presentations. Each of these analyses was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Qatalyst Partners as of, the date on which Qatalyst Partners performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information. Not all of the written and oral presentations by Qatalyst Partners contained all of the financial analyses included in the October 16, 2024 presentation.

Position of the Silver Lake Filing Parties and the Parent Entities as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each Silver Lake Filing Party and Parent Entity are required to express its belief as to the fairness of the proposed Merger to Zuora’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The Silver Lake Filing Parties and the Parent Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Silver Lake Filing Parties and the Parent Entities as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Zuora stockholder as to how that stockholder should vote on the Merger Proposal. The Silver Lake Filing Parties and the Parent Entities have interests in the Merger that are different from, and/or in addition to, the unaffiliated security holders of Zuora.

The Silver Lake Filing Parties and the Parent Entities believe that the interests of the unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. Although Joseph Osnoss, a Managing Partner of Silver Lake, is a member of the Zuora Board, he is not a member of the Special Committee, and neither he nor the Silver Lake Filing Parties and the Parent Entities participated in the deliberations of the Special Committee regarding, nor have they received advice from the respective independent legal, financial or other advisors of the Special Committee as to, the fairness of the Merger. The Silver Lake Filing Parties and the Parent Entities have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Merger to the unaffiliated security holders of Zuora.

Based on, among other things, their knowledge and analyses of available information regarding Zuora, as well as discussions with Zuora’s senior management regarding Zuora and its business and the factors considered by, and the analyses and resulting conclusions of, the Zuora Board and the Special Committee discussed in the section of this proxy statement entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Zuora Board” (which analyses and resulting conclusions the Silver Lake Filing Parties and the Parent Entities adopt), the Silver Lake Filing Parties and the Parent Entities believe that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the CEO Rollover) are procedurally and substantively fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

In particular, the Silver Lake Filing Parties and the Parent Entities considered the following substantive factors, which are not presented in any relative order of importance:

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In addition, the Silver Lake Filing Parties and the Parent Entities considered the following procedural factors, which are not presented in any relative order of importance:

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The Silver Lake Filing Parties and the Parent Entities did not consider the liquidation value of Zuora in determining their view as to fairness of the Merger to the unaffiliated security holders because the Silver Lake Filing Parties and the Parent Entities consider Zuora to be a viable going concern and view the trading history of Zuora Common Stock as an indication of Zuora’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

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

The Silver Lake Filing Parties and the Parent Entities did not establish a going concern value for Zuora as a public company to determine the fairness of the Per Share Price to unaffiliated security holders because, following the Merger, Zuora will have a significantly different capital structure.

The Silver Lake Filing Parties and the Parent Entities were not aware of, and thus did not consider, any other firm offers made by any unaffiliated person during the past two years for (1) a merger or consolidation of Zuora with another company, (2) the sale or transfer of all or substantially all of Zuora’s assets, or (3) the purchase of all or a substantial portion of the shares that would enable such person to exercise control of or significant influence over Zuora.

The Silver Lake Filing Parties and Parent Entities did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Per Share Price, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to unaffiliated security holders.

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The Silver Lake Filing Parties and the Parent Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The foregoing discussion of the information and factors considered and given weight by the Silver Lake Filing Parties and the Parent Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Silver Lake Filing Parties and the Parent Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Silver Lake Filing Parties and the Parent Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

The Silver Lake Filing Parties and the Parent Entities believe these factors, including the ones described under the sections of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Zuora Board” and “Special Factors—Position of the CEO Rollover Stockholders as to the Fairness of the Merger,” provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Zuora. This position however, is not intended to be and should not be construed as a recommendation to any Zuora stockholder to approve the Merger Agreement. The Silver Lake Filing Parties and the Parent Entities make no recommendation as to how stockholders of Zuora should vote their shares relating to the Merger. The Silver Lake Filing Parties and the Parent Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such “unaffiliated security holders” of Zuora.

Position of the CEO Rollover Stockholders as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the CEO Rollover Stockholders are required to express their belief as to the fairness of the proposed Merger to Zuora’s “unaffiliated security holders,” as

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defined in Rule 13e-3 under the Exchange Act and, absent the Merger and the transactions contemplated thereby, the CEO Rollover Stockholders do not believe that they are a member of a controlled group or under common control with the Silver Lake Filing Parties and the Parent Entities. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The CEO Rollover Stockholders are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the CEO Rollover Stockholders as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Zuora stockholder as to how that stockholder should vote on the Merger Proposal. The CEO Rollover Stockholders have interests in the Merger both the same as those of the unaffiliated security holders of Zuora by virtue of the expected receipt of the Per Share Price for a portion of the CEO Rollover Stockholders’ equity interests in Zuora upon completion of the Merger, and not identical to those of the unaffiliated security holders of Zuora by virtue of the CEO Rollover Stockholders’ commitment to roll over a portion of their ownership stake in Zuora (such rollover being valued with the same valuation per share of Zuora Common Stock as the Per Share Price) in exchange for a continuing ownership stake in a direct or indirect parent entity of Parent.

Although Mr. Tzuo, who also serves as a co-trustee of the 70 Thirty Trust and The Next Left Trust, is a member of the Zuora Board, he was not a member of the Special Committee and did not participate (i) in the deliberations of the Special Committee regarding, nor received advice from the respective independent legal, financial or other advisors of the Special Committee as to, the fairness of the Merger or (ii) in the negotiations between the Special Committee, on the one hand, and the Silver Lake Filing Parties and the Parent Entities, on the other, with respect to the terms of the Merger Agreement, including with respect to the Per Share Price to be paid to the unaffiliated security holders of Zuora. For these reasons, the CEO Rollover Stockholders do not believe that their interests in the Merger influenced the decisions or recommendations of the Special Committee with respect to the Merger Agreement or the Merger.

Based on the knowledge and analyses of the CEO Rollover Stockholders of available information regarding Zuora, and the factors considered by, and the analyses and resulting conclusions of, the Special Committee and the Zuora Board discussed in the section of this proxy statement entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Zuora Board” (which analyses and resulting conclusions the CEO Rollover Stockholders adopt), the CEO Rollover Stockholders believe that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the CEO Rollover) are substantively and procedurally fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act based upon substantially the same factors considered by the Silver Lake Filing Parties and the Parent Entities described under “Special Factors—Position of the Silver Lake Filing Parties and the Parent Entities as to the Fairness of the Merger.” In addition to the factors described under the foregoing sections, the CEO Rollover Stockholders also believe that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the CEO Rollover) are procedurally and substantively fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act based upon, among other things, the following factors, which are not listed in any relative order of importance:

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The CEO Rollover Stockholders believe the foregoing factors, including the ones described under the sections of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Zuora Board” and “Special Factors—Position of the Silver Lake Filing Parties and the Parent Entities as to the Fairness of the Merger,” provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of Zuora. This position however, is not intended to be and should not be construed as a recommendation to any Zuora stockholder to approve the Merger Agreement. The CEO Rollover Stockholders make no recommendation as to how stockholders of Zuora should vote their shares relating to the Merger.

Plans for Zuora After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into Zuora, with Zuora surviving the Merger as a wholly owned subsidiary of Parent. The shares of Zuora Common Stock are currently listed on the NYSE and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Zuora Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, Zuora Common Stock will be delisted from the NYSE and deregistered under the Exchange Act.

At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the Surviving Corporation, and the officers of Zuora immediately prior to the Effective Time will become the officers of the Surviving Corporation, in each case until their successor is duly elected and qualified or until the earlier of his or her death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Zuora as the Surviving Corporation will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, and the bylaws of Zuora as the Surviving Corporation will be amended and restated in their entirety to read as set forth in Exhibit B to the Merger Agreement, until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation and such bylaws.

The Purchaser Filing Parties currently anticipate that Zuora’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that Zuora will cease to be a public company and will instead be a wholly owned subsidiary of Parent). Further, following completion of the Merger, the Purchaser Filing Parties will continue to assess what additional changes, if any, would be desirable following the Merger.

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Purposes and Reasons of the Purchaser Filing Parties

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

For the Purchaser Filing Parties, the primary purpose for the Merger is to benefit from any future earnings and growth of Zuora after the merger of Merger Sub with and into Zuora, making Zuora privately held and wholly owned by Parent. The Purchaser Filing Parties currently anticipate that Zuora’s operations following completion of the Merger will initially be conducted substantially as they are currently being conducted (except that Zuora will cease to be a public company and will instead be a subsidiary of Parent). Notwithstanding the foregoing, following the Effective Time, as part of its long-term corporate goal of optimizing value, Parent may consider a range of alternatives, including an extraordinary corporate transaction following the Closing involving Zuora’s corporate structure, the purchase, sale or transfer of a material amount of assets of Zuora or any of its subsidiaries or other strategic transactions, if Parent concludes that such transactions or other activities are desirable. Except as otherwise disclosed in this proxy statement (including in Zuora’s filings with the SEC incorporated by reference into this proxy statement), as of the date hereof, no agreements, understandings or decisions have been reached and there is no assurance that Parent will or will not decide to undertake any such alternatives. Parent expressly reserves the right to make any changes to Zuora’s operations after consummation of the Merger that Parent deems appropriate.

If the Merger is completed, the Company will become a direct or an indirect, wholly owned subsidiary of Parent, the Zuora Common Stock will cease to be publicly traded and the Company will become owned, directly or indirectly, by Parent. The Purchaser Filing Parties believe that structuring the transaction in this manner is preferable to other transaction structures because it (i) enables Parent to acquire all of the outstanding shares of Zuora Common Stock at the same time, (ii) represents an opportunity for the unaffiliated security holders to receive $10.00 in cash per share of Zuora Common Stock, without interest thereon and subject to any applicable withholding taxes, and (iii) allows the CEO Rollover Stockholders to maintain a portion of their investment in Zuora through their commitments to roll over a portion of their existing equity interests in Zuora into equity interests of a direct or indirect parent entity of Parent. The Merger will also allow each of the CEO Rollover Stockholders to immediately realize in cash the value of a portion of their respective equity interests in Zuora.

The Purchaser Filing Parties determined to undertake the Merger at this time because the Purchaser Filing Parties believe that, as a private company, Zuora will be able to improve its ability to execute initiatives that over time will create additional enterprise value for Zuora. The Purchaser Filing Parties believe that this, along with Zuora’s existing business and potential future opportunities, will allow the Purchaser Filing Parties’ investment in Zuora to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Purchaser Filing Parties believe that Zuora’s management and employees will be able to execute more effectively on future strategic plans.

Although the Purchaser Filing Parties believe that there will be significant opportunities associated with their investment in the Company, the Purchaser Filing Parties realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may not ever be fully realized.

Certain Effects of the Merger

If the Stockholder Approvals are obtained and all other conditions to the Closing are satisfied or waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the

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Effective Time, (1) Merger Sub will merge with and into Zuora, (2) the separate existence of Merger Sub will cease, and (3) Zuora will continue as the Surviving Corporation in the Merger and a wholly owned subsidiary of Parent. As a result of the Merger, Zuora will cease to be a publicly traded company, Zuora Class A Common Stock will be delisted from the NYSE and deregistered under the Exchange Act and Zuora will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (or at a later time as Zuora, Parent and Merger Sub may agree and specify in such Certificate of Merger).

Upon the terms and subject to the conditions of the Merger Agreement, immediately prior to the Effective Time:

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At or prior to the Closing, Parent will deposit, or will cause to be deposited, with the Exchange Agent (as defined in the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures”) funds sufficient to pay the aggregate Per Share Price (less the amount of funds directed by Parent to be deposited by Zuora under specified circumstances). Once a stockholder has provided the Exchange Agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) with respect to book-entry transfer of shares, appropriate letter of transmittal and other items specified by the Exchange Agent, then the Exchange Agent will pay the stockholder the Per Share Price in respect of the shares of Zuora Common Stock represented by a stock certificate. For more information, see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.”

Following the Merger, all of the equity interests in the Surviving Corporation will be owned by Parent. If the Merger is completed, Parent (and the holders of Rollover Shares indirectly through their indirect equity interests in Parent) will be the sole beneficiaries of Zuora’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting the Surviving Corporation following the Merger. Similarly, Parent (and the holders of Rollover Shares indirectly) will also bear the risks of ongoing operations, including the risks of any decrease in the Surviving Corporation’s value after the Merger.

In connection with the Merger, Zuora’s directors and executive officers may receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of Zuora’s stockholders generally, as described in more detail under “—Interests of Zuora’s Directors and Executive Officers in the Merger.”

Benefits of the Merger for the Unaffiliated Security Holders

The primary benefit of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, will be their right to receive the Per Share Price for each share of Zuora Common Stock held by such stockholders as described above. This amount represents an 18% premium to the unaffected closing stock price of Zuora Common Stock of $8.47 per share on April 16, 2024, the last full trading day prior to media reports regarding a possible transaction, as well as a premium of approximately 15% over the volume weighted average trading price of $8.73 during the 60-day period ending October 16, 2024. The Per Share Price of $10.00 represents approximately 38% premium over the 52-week low of $7.24 (on November 1, 2023) and approximately 12% premium over the 52-week VWAP of $8.96 as of October 16, 2024. Additionally, such stockholders will avoid the risk of any possible decrease in Zuora’s future earnings, growth or value if the Merger is completed.

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Detriments of the Merger to the Unaffiliated Security Holders

The primary detriment of the Merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by Zuora as the Surviving Corporation after the Merger, including as a result of any sale of the Surviving Corporation or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Zuora Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in the section below entitled “—U.S. Federal Income Tax Considerations of the Merger”) who surrender their Zuora Common Stock in the Merger.

Certain Effects of the Merger for the Purchaser Filing Parties

If the Merger is completed, all of the equity interests in Zuora will be beneficially owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates.

The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger, Parent will directly own 100% of the outstanding equity interests of the surviving company and will therefore have a corresponding 100% interest in the surviving company’s net book value and net earnings. The table below sets forth the estimated beneficial ownership of Zuora Common Stock and resulting interests in Zuora’s net book value and net earnings of the Purchaser Filing Parties prior to and immediately after the Merger, based on Zuora’s net book value at July 31, 2024 and net earnings for the six months ended July 31, 2024, as if the Merger were completed on such date.

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In addition, the Purchaser Filing Parties will benefit from the savings associated with Zuora no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to the Purchaser Filing Parties include the lack of liquidity for Zuora Common Stock following the Merger and the risk that Zuora will decrease in value following the Merger.

Certain Effects on Zuora if the Merger is Not Completed

If the Merger Agreement is not adopted as a result of the failure to obtain the Stockholder Approvals, or if the Merger is not completed for any other reason, Zuora’s stockholders will not receive any payment for their shares of Zuora Common Stock in connection with the Merger. Instead, (1) Zuora will remain an independent public company, (2) Zuora Class A Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) Zuora will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, Zuora expects that: (1) our management will continue to operate the business as it is currently being operated and (2) Zuora’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Zuora operates and any adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of Zuora Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Zuora Common Stock would return to the price at which Zuora Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Zuora Common Stock. If the Merger is not completed, the Zuora Board will continue to evaluate and review, among other things, Zuora’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Stockholder Approvals, or if the Merger is not completed for any other reason, Zuora’s business, prospects or results of operation may be adversely impacted.

In addition, in specified circumstances in which the Merger Agreement is terminated, Zuora has agreed to pay Parent the Company Termination Fee, as more fully described in “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Company Termination Fee.”

Unaudited Prospective Financial Information

Management Projections

Except for financial outlooks issued in connection with its ordinary course earnings announcements, Zuora does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying assumptions, estimates and projections, especially over longer-term periods.

In connection with the Special Committee’s review of strategic alternatives, however, Zuora management in April 2024 prepared unaudited non-public prospective financial information of Zuora, on a standalone basis without giving effect to the Merger, for the second half of fiscal year 2025 through the end of fiscal year 2029 (the “April 2024 Projections”). In September 2024, Zuora management made certain revisions to the April 2024 Projections to update Zuora management’s financial forecast for the second half of fiscal year 2025, stemming from the Company’s actual financial performance for the first half of fiscal year 2025 (the April 2024 Projections as so updated in September 2024, the “Management Projections” or the “Projections”). These updates to the April 2024 Projections consisted of an update of the first half of fiscal year 2025 for the actual performance and a projected increase in Revenue for the second half of fiscal year 2025, from $235 million to $238 million.

The April 2024 Projections and the Management Projections were both reviewed by the Special Committee and made available to potential counterparties to a strategic transaction in May 2024 and in September 2024, respectively, including Silver Lake on August 16, 2024 and September 10, 2024, respectively, in connection with

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their due diligence review of a potential transaction. The April 2024 Projections and the Management Projections were also approved by the Special Committee for use by Qatalyst Partners in connection with its financial analyses. The Management Projections are summarized below. The Special Committee used these Management Projections to assist in its decision-making process in determining whether to recommend the Merger Agreement and the transactions contemplated thereby (including the Merger) to the Zuora Board. The Management Projections were provided to, and approved by the Special Committee for use by, Qatalyst Partners for purposes of performing its financial analyses in connection with rendering its opinion to the Zuora Board, as described in the section of this proxy statement captioned “Special Factors—Opinion of Qatalyst Partners LP,” which is filed as Annex B to this proxy statement and incorporated herein by reference.

Although the information in the Management Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by Zuora’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Zuora’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond Zuora’s control. The Management Projections include, among other things, the following assumptions and estimates:

These values and amounts (i) were determined by Zuora’s management based on their experience and judgment and their expectations of Zuora’s operation as a standalone company and (ii) were provided to, and approved by the Special Committee for use by Qatalyst Partners for purposes of performing its financial analyses.

The following table summarizes the Management Projections:

The Management Projections were developed by Zuora management as then-current estimates of Zuora’s future financial performance as an independent company, without giving effect to the Merger, or any changes to Zuora’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Merger. The Management Projections also do not consider the effect of any failure of the Merger to be completed, and it should not be viewed as accurate or continuing in that context.

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The Management Projections were not prepared with a view toward public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Management Projections included in this document have been prepared by, and are the responsibility of, Zuora’s management. Neither Zuora’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Management Projections, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the Management Projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events, made by Zuora’s management that Zuora’s management believed in good faith were reasonable. Zuora’s ability to achieve the financial results contemplated by the Management Projections will be affected by our ability to achieve our strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Management Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Management Projections not to be achieved include, among others, our ability to attract new customers and retain and expand sales to existing customers; our ability to manage our future revenue and profitability plans effectively; adoption of monetization platform software and related solutions, as well as consumer adoption of products and services that are provided through such solutions; our ability to develop and release new products and services, or successful enhancements, new features and modifications; challenges related to growing our relationships with strategic partners; loss of key employees; our ability to compete in our markets; adverse impacts on our business and financial condition due to macroeconomic or market conditions; the impact of actions to improve operational efficiencies and operating costs; our history of net losses and ability to achieve or sustain profitability; market acceptance of our products; the success of our product development efforts; risks associated with currency exchange rate fluctuations; risks associated with our debt obligations; successful deployment of our solutions by customers after entering into a subscription agreement with us; the success of our sales and product initiatives; our security measures; our ability to adequately protect our intellectual property; interruptions or performance problems; litigation and other shareholder related costs; the anticipated benefits of acquisitions and ability to integrate operations and technology of any acquired company; geopolitical conflicts or destabilizing events; other business effects, including those related to industry, market, economic, political, regulatory and global health conditions and other risks and uncertainties; and the other risks identified in Zuora’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2024, its Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2024 and July 31, 2024, and subsequent filings with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement. Additional factors that may impact us or our business can be found in the various risk factors included in our periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of our control. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections may differ from publicized analyst estimates and forecasts. You should evaluate the Management Projections, if at all, in conjunction with our historical financial statements and other information regarding Zuora contained in our public filings with the SEC. The Management Projections may not be consistent with Zuora’s historical operating data as a result of the assumptions and estimates detailed above. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Management Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Management Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Management Projections are not, and should not be considered to be, a guarantee of future operating results. The Management Projections should not be regarded as an indication that Zuora

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management, the Special Committee, the Zuora Board or any of their respective advisors, or any other person, considered or now considers the Management Projections to be necessarily predictive of actual future results.

Further, the Management Projections are not fact and should not be relied upon as being necessarily indicative of our future results or for purposes of making any investment decision.

Certain of the financial measures included in the Management Projections are not calculated in accordance with GAAP. Financial measures such as adjusted free cash flow and unlevered free cash flow are non-GAAP financial measures. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Management Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Management 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 were not provided to or relied upon by the Special Committee, Qatalyst Partners or Silver Lake. Accordingly, no reconciliation of the financial measures included in the Management Projections is provided in this proxy statement.

The Management Projections constitute forward-looking statements. By including the Management Projections in this proxy statement, none of Zuora, the Special Committee, the Zuora Board, Qatalyst Partners or any of our, the Special Committee’s, the Zuora Board’s or Qatalyst Partners’ respective representatives has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Management Projections. The inclusion of the Management Projections should not be regarded as an indication that the Special Committee, the Zuora Board, Zuora, Qatalyst Partners or any other recipient of the Management Projections considered, or now considers, the Management Projections to be predictive of Zuora’s performance or actual future results. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.” Further, the inclusion of the Management Projections in this proxy statement does not constitute an admission or representation by Zuora that the information presented is material. The Management Projections are included in this proxy statement solely to give our stockholders access to the information that was made available to the Special Committee, the Zuora Board, Qatalyst Partners and Silver Lake. The Management Projections are not included in this proxy statement in order to influence any Zuora stockholder as to how to vote at the special meeting with respect to the Merger, or whether to seek appraisal rights with respect to their shares.

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

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

In considering the recommendations of the Special Committee and the Zuora Board with respect to the Merger, you should be aware that, aside from their interests as holders of Zuora Common Stock, our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Special Committee and the Zuora Board were aware of and considered these interests to the extent that they existed at the time, among other matters. In particular:

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Special Committee Fees

In consideration of the expected time and effort that would be required of the members of the Special Committee in evaluating a potential transaction, the Zuora Board determined that each member of the Special Committee would receive additional compensation of $2,000 per Special Committee meeting. Such fees were payable whether or not a potential transaction was entered into or consummated by Zuora. No other meeting fees or other compensation (other than reimbursement for reasonable expenses in connection with the discharge of their duties or their engagement of advisors) was paid to the members of the Special Committee in connection with their service on the Special Committee.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the Merger Agreement, directors and officers of Zuora will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Zuora Equity Awards

The following is an overview of the treatment of Zuora Equity Awards applicable to our current non-employee directors and executive officers.

Treatment of Zuora Equity Awards

The Merger Agreement provides for the following treatment of Zuora Equity Awards as of immediately prior to the Effective Time:

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Zuora PSUs held by our Executive Officers.

Each of the of the Zuora PSUs previously granted to our executive officers (other than the Forfeited Zuora PSUs), is divided into three performance tranches (except with respect to Mr. Hirsch, whose Zuora PSUs were granted in the middle of an ongoing performance period, and are divided into two tranches). Once a tranche is deemed earned, the Zuora PSUs vest over an additional period, subject to continued employment. The first tranche of each of the Zuora PSUs (apart from those held by Mr. Hirsch) have met their performance goals, and have been settled in shares of Zuora Common Stock. Upon the closing of a Change in Control (as defined in the Severance Agreements, and which includes the Merger), the first two tranches (or all tranches, if the first or second tranche has been achieved prior to such time, as is the case with the Zuora PSUs (other than the Forfeited Zuora PSUs) held by our executive officers) will be deemed achieved, and such Zuora PSUs will fully vest upon the earlier of (i) the first anniversary of the closing of the Change in Control and (ii) the last day of the relevant performance period (January 31, 2025), provided the executive officer continues to provide services to the successor company through such date. The Zuora PSUs (other than the Forfeited Zuora PSUs), as well as the Zuora RSUs, held by our executive officers are also subject to “double trigger” acceleration; in the event that the executive officer experiences a qualifying termination either in the three months preceding a Change in Control (but after a legally binding and definitive agreement for a potential change in control has been executed) or within the 12 months following a change in control (a “CIC Qualifying Termination”) all tranches that have been earned (including those deemed earned upon the closing of the Change in Control) will accelerate and become fully vested.

Treatment of the Zuora Employee Stock Purchase Plan

The Merger Agreement provides for the following treatment of the ESPP:

As soon as reasonably practicable (and in any event no later than 15 days following the date of the Merger Agreement), Zuora will take all actions it determines necessary to ensure that, subject to the occurrence of the Effective Time, (i) no new offering or purchase periods under the ESPP will commence, (ii) no new participants will be permitted into the ESPP, and (iii) the existing participants in the ESPP may not increase their elections with respect to the offering or purchase periods then in effect. Further, as soon as reasonably practicable (and in any event no later than 15 days) after the date of the Merger Agreement, Zuora will take all required actions to provide that, with respect to the ESPP: (A) the exercise date for any offering or purchase period in effect as of the date of the Merger Agreement will be the earlier of the original exercise date for such offering or purchase period and the date that is 60 days after the date of the Merger Agreement (the “Final Exercise Date”), (B) each ESPP participant’s accumulated contributions under the ESPP will be used to purchase shares of Zuora Common Stock in accordance with the ESPP as of the Final Exercise Date or, to the extent not used to purchase shares of Zuora Common Stock in accordance with the ESPP prior to the Effective Time, will be refunded to such participant through Zuora’s payroll system no later than 10 business days after the Final Exercise Date, without interest, and (C) the ESPP will terminate on the date immediately prior to the date on which the Effective Time occurs and no further rights will be granted on or exercised under the ESPP thereafter. All shares of Zuora Common Stock purchased on the Final Exercise Date will be canceled at the Effective Time and converted into the right to receive the Per Share Price of $10.00.

The following table sets forth the estimated number of shares of Zuora Common Stock that may be purchased under the ESPP assuming that each executive officer will purchase shares of Zuora Common Stock on December 13, 2024 (the Final Exercise Date) based on accumulated payroll deductions as of October 31, 2024 (the latest practicable date before the filing of this proxy statement). We have assumed a purchase price of $5.23

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per share, which represents 85% of $6.15 per share (the fair market value of Zuora Class A Common Stock as of December 15, 2022 (the first day of the offering)) (since we assume that the fair market value of Zuora Class A Common Stock as of the Final Exercise Date will be higher, based on the Per Share Price of $10.00).

Equity Interests of Zuora’s Directors and Executive Officers

The following table sets forth for each of Zuora’s executive officers and directors the number of shares of Zuora Common Stock subject to his Zuora Options (to the extent that the exercise price of such Zuora Options is less than the Per Share Price of $10.00), Zuora RSUs and Zuora PSUs (apart from any Forfeited Zuora PSUs), in each case expected to be held on the Closing Date, assuming the following assumptions and such additional assumptions set forth in the footnotes to the table: