MODN Model N Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Model N, Inc.

(Name of Registrant as Specified In Its Charter)

Not applicable

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

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

MODEL N, INC.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

May 15, 2024

Dear Model N, Inc. Stockholder:

You are cordially invited to attend a special meeting of stockholders (which, together with any adjournments or postponements thereof, we refer to as the “Company Stockholders’ Meeting”) of Model N, Inc., a Delaware corporation (which we refer to as “Model N,” “we,” “us” or “our”) to be held virtually via live webcast on June 25, 2024, at 11:30 a.m., Pacific Time (unless the Company Stockholders’ Meeting is adjourned or postponed).

You may attend the Company Stockholders’ Meeting virtually via the Internet at web.lumiconnect.com/291527551 (password: Modn2024). Please note that you will not be able to attend the Company Stockholders’ Meeting physically in person. For purposes of attendance at the Company Stockholders’ Meeting, all references in the enclosed proxy statement to “attendance at the Company Stockholders’ Meeting” or “present at the Company Stockholders’ Meeting” mean virtually present at the Company Stockholders’ Meeting. Formal notice of the Company Stockholders’ Meeting, a proxy statement, and a proxy card accompany this letter.

At the Company Stockholders’ Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (which we refer to, as it may be amended from time to time, as the “Merger Agreement”), dated April 7, 2024, by and among Model N, Mountain Parent, LLC, a Delaware limited liability company (which we refer to as “Parent”), and Mountain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (we refer to such proposal as the “Merger Proposal”). Parent and Merger Sub are each affiliates of Vista Equity Partners Management, LLC (“Vista”), a leading private equity firm focused on investments in software, data and technology-enabled companies. At the Company Stockholders’ Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (we refer to such proposal as the “Compensation Proposal”). Finally, at the Company Stockholders’ Meeting, you will also be asked to consider and vote on a proposal to adjourn the Company Stockholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholders’ Meeting (which we refer to as the “Adjournment Proposal”).

Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Model N (which we refer to as the “Merger,” which, together with each of the other transactions contemplated by the Merger Agreement, we refer to as the “Transactions”), whereupon the separate corporate existence of Merger Sub shall cease, with Model N surviving the Merger as a wholly owned subsidiary of Parent in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). If you are a Model N stockholder and the Merger is completed, each share of Model N common stock, par value $0.00015 per share (which we refer to as the “common stock”), that you own as of immediately prior to the effective time of the Merger will be automatically converted into the right to receive an amount in cash equal to $30.00 in cash (which we refer to as the “Merger Consideration”), without interest (unless you have properly demanded, and not subsequently withdrawn, failed to perfect or otherwise lost, your appraisal rights under Section 262 of the DGCL).

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Model N’s board of directors (the “Board of Directors”), after careful consideration, including considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger Agreement and the Transactions are fair to, advisable and in the best interests of Model N and its stockholders; (2) approved and declared advisable the Merger Agreement and the Transactions, including the Merger; (3) directed that the Merger Agreement be submitted to Model N’s stockholders for their adoption; and (4) subject to the provisions of the Merger Agreement, resolved to recommend the adoption of the Merger Agreement by Model N’s stockholders.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal, and (3) “FOR” the Adjournment Proposal.

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

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

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

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

+1 (877) 750-0510 (toll free)

+1 (212) 750-5833 (banks and brokers)

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

Sincerely,

Baljit Dail

Non-Executive Chair of the Board

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the adoption of the Merger Agreement or any other transaction described in the accompanying proxy statement, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 15, 2024 and, together with the enclosed form of proxy card, is first being mailed on or about May 15, 2024.

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MODEL N, INC.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

NOTICE OF SPECIAL COMPANY STOCKHOLDERS’ MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON JUNE 25, 2024

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, which we refer to as the “Company Stockholders’ Meeting”) of Model N, Inc., a Delaware corporation (which we refer to as “Model N,” “we,” “us” or “our”), will be held on June 25, 2024, at 11:30 a.m., Pacific Time (unless the Company Stockholders’ Meeting is adjourned or postponed). Model N stockholders will be able to attend the Company Stockholders’ Meeting via the Internet virtually via live webcast at web.lumiconnect.com/291527551 (password: Modn2024). Please note that you will not be able to attend the Company Stockholders’ Meeting physically in person. For purposes of attendance at the Company Stockholders’ Meeting, all references in the enclosed proxy statement to “attendance at the Company Stockholders’ Meeting” or “present at the Company Stockholders’ Meeting” mean virtually present at the Company Stockholders’ Meeting. The Company Stockholders’ Meeting is being held for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger (which we refer to, as it may be amended from time to time, as the “Merger Agreement”), dated April 7, 2024, by and among Model N, Mountain Parent, LLC, a Delaware limited liability company (which we refer to as “Parent”), and Mountain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”). A summary of the terms of the Merger Agreement can be found starting on page 1 of the enclosed proxy statement. You are urged to read the summary in its entirety. A copy of the Merger Agreement is also attached as Annex A to this Notice. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Model N (which we refer to as the “Merger”), whereupon the separate corporate existence of Merger Sub shall cease, with Model N surviving the Merger as a wholly owned subsidiary of Parent (we refer to this proposal as the “Merger Proposal”);

2. To consider and vote on the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (we refer to this proposal as the “Compensation Proposal”); and

3. To consider and vote on a proposal to adjourn the Company Stockholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholders’ Meeting (we refer to this proposal as the “Adjournment Proposal”).

Only Model N stockholders of record as of the close of business on May 8, 2024 are entitled to notice of the Company Stockholders’ Meeting and to vote at the Company Stockholders’ Meeting or any adjournment, postponement or other delay thereof.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of Model N’s common stock.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the Company Stockholders’ Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant

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your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you are a stockholder of record, and you attend the Company Stockholders’ Meeting and vote online during the Company Stockholders’ Meeting, your vote will revoke any proxy that you have previously submitted. If you hold your shares of our common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

By the Order of the Board of Directors,

Jason Blessing

Chief Executive Officer

Dated: May 15, 2024

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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE COMPANY STOCKHOLDERS’ MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED; (2) OVER THE INTERNET; OR (3) BY TELEPHONE. You may revoke your proxy or change your vote at any time before it is voted at the Company Stockholders’ Meeting.

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

If you are a stockholder of record, voting online during the Company Stockholders’ Meeting will revoke any proxy that you previously submitted.

If you hold your shares of our common stock through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote online at the Company Stockholders’ Meeting.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Company Stockholders’ Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Company Stockholders’ Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal and Adjournment Proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Company Stockholders’ Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

+1 (877) 750-0510 (toll free)

+1 (212) 750-5833 (banks and brokers)

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TABLE OF CONTENTS

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SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Mountain Merger Sub, Inc. with and into Model N, Inc., which we refer to as the “Merger,” (which, together with each of the other transactions contemplated by the Merger Agreement, we refer to as the “Transactions”) and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

Except as otherwise specifically noted in this proxy statement, “Model N,” “we,” “us” or “our” and similar words refer to Model N, Inc., a Delaware corporation, including, in certain cases, our subsidiaries.

Throughout this proxy statement, we refer to Mountain Parent, LLC, a Delaware limited liability company, as “Parent,” and Mountain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, as “Merger Sub.”

In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated April 7, 2024, by and among Model N, Parent and Merger Sub, as it may be amended from time to time, as the “Merger Agreement.” The Merger Agreement is attached as Annex A to this proxy statement. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Parties Involved in the Merger

Model N, Inc.

Model N is a leader in revenue optimization and compliance for pharmaceutical, medtech and high-tech innovators. Our intelligent platform powers digital transformation with integrated technology, data, analytics, and expert services that deliver deep insight and control. Model N’s integrated cloud solution is proven to automate pricing, incentive and contract decisions to scale business profitably and grow revenue. Model N is trusted across more than 120 countries by the world’s leading pharmaceutical, medical technology, semiconductor, and high-tech companies, including Johnson & Johnson, AstraZeneca, Stryker, Seagate Technology, Broadcom, and Microchip Technology.

Model N’s common stock is listed on the New York Stock Exchange (which we refer to as “NYSE”) under the symbol “MODN.”

For more information, please see the section of this proxy statement captioned “The Merger — Parties Involved in the Merger.”

Mountain Parent, LLC

Parent was formed solely for the purpose of engaging in the Transactions. Parent has not engaged in any business activities other than as incidental to its formation and in connection with the Transactions and arranging of the equity financing and any potential debt financing in connection with the Merger. Parent is an affiliate of Vista Equity Partners Fund (as defined below). Parent’s address is c/o Vista Equity Partners Management, LLC, Four Embarcadero Center, 20th Floor, San Francisco, CA 94111, and its telephone number is (415) 765-6500. For more information, please see the section of this proxy statement captioned “The Merger — Parties Involved in the Merger.”

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Mountain Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the Transactions and arranging of the equity financing and any potential debt financing in connection with the Merger. Upon completion of the Merger, Merger Sub will cease to exist and Model N will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Merger Sub is an affiliate of Vista Equity Partners Fund. Merger Sub’s address is c/o Vista Equity Partners Management, LLC, Four Embarcadero Center, 20th Floor, San Francisco, CA 94111, and its telephone number is (415) 765-6500. For more information, please see the section of this proxy statement captioned “The Merger — Parties Involved in the Merger.”

Vista Equity Partners Fund VIII, L.P.

Parent and Merger Sub are each affiliated with Vista Equity Partners Fund VIII, L.P. (which we refer to as the “Vista Equity Partners Fund”). In connection with the Transactions, Vista Equity Partners Fund has committed to provide Parent, at or prior to the closing of the Merger (the “Closing”) with an aggregate cash amount of up to $1,226,439,676, which will be available, together with available cash on hand of Model N and any third party financing obtained by Parent or its affiliates as of the Closing to fund the aggregate Merger Consideration (including payments in respect of Model N’s outstanding equity-based awards payable in connection with the Closing of the Merger pursuant to the Merger Agreement) and to pay the fees, expenses and other amounts required to be paid in connection with the closing of the Merger by Model N, Parent and Merger Sub as described further in this proxy statement under the caption “The Merger—Financing of the Merger; Damages Commitment.”

For more information, please see the section of this proxy statement captioned “The Merger — Parties Involved in the Merger.”

The Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), if the Merger is completed, Merger Sub will merge with and into Model N, whereupon the separate corporate existence of Merger Sub shall cease, and Model N will continue as the surviving corporation (which we refer to as the “Surviving Corporation”) and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and Model N will no longer file periodic reports with the United States Securities and Exchange Commission (which we refer to as the “SEC”) on account of Model N common stock. In addition, each outstanding share of our common stock (excluding shares held by (1) Parent, Merger Sub or Model N, or by any direct or indirect wholly owned subsidiary of Parent or Merger Sub, immediately prior to the Effective Time (as defined below) and (2) stockholders who are entitled to demand and who properly and validly demand (and do not subsequently withdraw or fail to perfect) their statutory rights of appraisal in respect of such shares in compliance in all respects with Section 262 of the DGCL) will be automatically converted into the right to receive $30.00 in cash (which we refer to as the “Merger Consideration”), without interest and less any applicable withholding of taxes. We refer to the shares of our common stock described in clause (1) of the preceding sentence as “Cancelled Shares” and we refer to the shares of our common stock described in clause (2) of the preceding sentence as “Dissenting Shares.” Following the Merger, you will not own any shares of the capital stock of the Surviving Corporation.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder, except that stockholders who properly demand, and do not subsequently withdraw, fail to perfect or lose, their appraisal rights under Section 262 of the DGCL (which we refer to as

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“Section 262”) will have the right to receive a payment for the “fair value” of their shares of our common stock as determined pursuant to an appraisal proceeding as contemplated by Section 262, as described in the section of this proxy statement captioned “The Merger — Appraisal Rights.”

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

For more information, see the section of this proxy statement captioned “The Merger.”

Treatment of Company RSU and Company PRSU Awards

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each outstanding restricted stock unit with respect to shares of our common stock that is vested but not yet settled as of the Effective Time or that vests as a result of the consummation of the Transactions (each a “Vested Company RSU Award”) will be cancelled and converted into the right to receive an amount in cash (without interest), equal to (A) the total number of shares of our common stock subject to such Vested Company RSU Award immediately prior to the Effective Time multiplied by (B) the Merger Consideration, less any applicable withholding taxes (the “Vested RSU Consideration”), (ii) each outstanding and unvested Company RSU Award as of the Effective Time that is not subject to performance-based vesting (an “Unvested Company RSU Award” and together with Vested Company RSU Awards, “Company RSU Awards”) will be cancelled and converted into the contingent right to receive an amount in cash (without interest) (a “Converted Cash Award”) equal to (A) the total number of shares of our common stock subject to such Unvested Company RSU Award immediately prior to the Effective Time multiplied by (B) the Merger Consideration, less any applicable withholding taxes, and (iii) each outstanding and unvested Company RSU Award as of the Effective Time that is subject to performance-based vesting (a “Company PRSU Award”) will be cancelled and converted into a Converted Cash Award equal to (A) the total number of shares of our common stock subject to such Company PRSU Award immediately prior to the Effective Time (with performance-based vesting conditions deemed achieved as agreed between the parties and as further described in the section of this proxy statement captioned “The Merger — Treatment of Model N Equity Awards”) multiplied by (B) the Merger Consideration, less any applicable withholding taxes.

Each of the Converted Cash Awards assumed and converted as described above will continue to have, and will be subject to, the same terms and conditions (including time-based vesting and forfeiture conditions, but excluding any performance-based vesting conditions in the case of the Company PRSU Awards) as applied to the Unvested Company RSU Award or Company PRSU Award, as applicable, immediately prior to the Effective Time.

For more information, please see the section of this proxy statement captioned “The Merger — Interests of Model N’s Directors and Executive Officers in the Merger.”

Financing of the Merger; Damages Commitment

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. In connection with the financing of the Merger, Vista Equity Partners Fund and Parent entered into the equity commitment letter (the “Equity Commitment Letter”), pursuant to which, among other things, Vista Equity Partners Fund will provide Parent with an equity commitment of up to $1,226,439,676 in cash which may be reduced in accordance with the terms set forth in the Equity Commitment Letter (the “Equity Commitment”). The Equity Commitment will be available to Parent, together with available cash on hand of Model N and any third party financing obtained by Parent or its affiliates as of the Closing, to fund (a) the aggregate Merger Consideration and the Vested RSU Consideration, (b) the payments of all amounts required to be paid in connection with the Merger pursuant to (i) the Indenture, dated as of May 22, 2020, by and between Model N and

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U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “2025 Convertible Notes Indenture”) and the 2.625% convertible senior notes due 2025 issued pursuant thereto (the “2025 Convertible Notes”) and (ii) the Indenture, dated as of March 13, 2023, by and between Model N and U.S. Bank Trust Company, National Association (the “2028 Convertible Notes Indenture” and together with the 2025 Convertible Notes Indenture, the “Indentures”) and the 1.875% convertible senior notes due 2028 issued pursuant thereto (the “2028 Convertible Notes” and together with the 2025 Convertible Notes, the “Convertible Notes”) and (c) the fees and expenses, in the case of each of clauses (a) through (c), to the extent required to be paid by Parent or Merger Sub in cash on the Closing Date in connection with the Closing. Model N has a contractual right to enforce the Equity Commitment Letter against Vista Equity Partners Fund and, under the terms of the Merger Agreement, Model N has the right to specifically enforce Parent’s obligation to consummate the Merger, subject to the satisfaction of the conditions to Parent and Merger Subs’ obligations to consummate the Merger set forth in the Merger Agreement.

Pursuant to the equity commitment letter, Vista Equity Partners Fund has committed to capitalize Parent on the Closing on the terms and subject to the conditions set forth in the equity commitment letter. Vista Equity Partners Fund also agreed to fund the due, punctual and complete payment of certain of the liabilities and obligations of Parent or Merger Sub under the merger agreement plus amounts in respect of certain reimbursement obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by Model N, as specified in the merger agreement. For more information, see the section of this proxy statement captioned “The Merger—Financing of the Merger; Damages Commitment.”

Under the guaranty which was entered into by Vista Equity Partners Fund in favor of Model N on April 7, 2024 (the “Limited Guaranty”), Vista Equity Partners Fund agreed to guarantee the payment of all of the liabilities and obligations of Parent and Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $86,335,390.

For more information, please see the section of this proxy statement captioned “The Merger — Financing of the Merger; Damages Commitment.”

Conditions to the Merger

The obligations of Model N, Parent and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver (if permissible under applicable law) of certain conditions, including (as described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”) the following:

The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (if permissible under applicable law) of certain additional conditions, including (as described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”) the following:

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The obligations of Model N to consummate the Merger are subject to the satisfaction or waiver (if permissible under applicable law) of certain additional conditions, including (as described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”), the following:

Regulatory Approvals Required for the Merger

The completion of the Merger is subject to, among other conditions described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”:

For more information, please see the section of this proxy statement captioned “The Merger — Regulatory Approvals Required for the Merger.”

Under the Merger Agreement, Parent, Merger Sub and Model N have agreed to use their reasonable best efforts to take all actions that are necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Transactions, so as to enable the Closing to occur as promptly as practicable. However, Parent shall not be required to commit to or effect any divestiture of any assets or business lines of Model N, or to defend against litigated challenges to the Transaction, unless conditioned on the consummation of the Transaction and such restrictions would not have a material and adverse effect on the business of the acquired companies taken as a whole.

No party shall give consent to any voluntary extension of any statutory deadline or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any other Antitrust Law unless the other party has given its prior written consent to such extension or delay, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, Parent may withdraw and refile its Notification and Report Form initially filed pursuant to the HSR Act with respect to the Transactions on one occasion, consistent with the procedure set forth in 16 C.F.R. 803.12, without obtaining the consent of the Company.

Recommendation of the Board of Directors

Model N’s board of directors (the “Board of Directors”), after careful consideration, including considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger Agreement and the Transactions are fair to, advisable and in the best interests of Model N and its stockholders; (2) approved and declared advisable the Merger Agreement and the Transactions, including the Merger;

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(3) directed that the Merger Agreement be submitted to Model N’s stockholders for their adoption; and (4) subject to the provisions of the Merger Agreement, resolved to recommend the adoption of the Merger Agreement by Model N’s stockholders.

The Board of Directors unanimously recommends that you vote (1) “FOR” the proposal to adopt the Merger Agreement and the Transactions (which we refer to as the “Merger Proposal”), (2) “FOR” the proposal to approve, on a non-binding basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (which we refer to as the “Compensation Proposal”), and (3) “FOR” the proposal to adjourn the Company Stockholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholders’ Meeting (which we refer to as the “Adjournment Proposal”).

Opinion of Model N’s Financial Advisor

Model N retained Jefferies LLC (“Jefferies”) as its financial advisor in connection with a possible sale, disposition or other business transaction involving Model N. In connection with this engagement, Model N requested that Jefferies evaluate the fairness, from a financial point of view, to holders of shares of Model N common stock of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. At a meeting of the Board of Directors held on April 7, 2024, Jefferies rendered its opinion to the Board of Directors to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Merger Consideration to be received by holders of shares of Model N common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to this proxy statement and is incorporated herein by reference. Model N encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of the Board of Directors (in its capacity as such) in its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Model N, nor did it address the underlying business decision by Model N to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how the Board of Directors or any holder of shares of Model N common stock should act or vote on the Merger or any other matter. The summary of Jefferies’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Jefferies’ opinion, which is attached hereto as Annex B.

For more information, see the section of this proxy statement titled “The Merger — Opinion of Model N’s Financial Advisor.”

Interests of Model N’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, your interests as a stockholder generally, as more fully described below. In (1) evaluating and negotiating the Merger Agreement; (2) approving the Merger Agreement and the Merger; and (3) recommending that Model N’s stockholders approve the Merger Proposal, the Board of

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Directors was aware of and considered, among other matters, these interests (to the extent that they existed at that time). These interests include the following:

If the Merger Proposal is approved, the shares of our common stock held by our directors and executive officers as of the Effective Time will be treated in the same manner as outstanding shares of our common stock held by all other stockholders. For more information, see the section of this proxy statement captioned “The Merger — Interests of Model N’s Directors and Executive Officers in the Merger.”

Appraisal Rights

If the Merger is completed, and you comply fully with the requirements of Section 262 of the DGCL (“Section 262”), you will be entitled to appraisal rights in connection with the Merger.

The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

Under Section 262, if you (1) do not vote in favor of the adoption of the Merger Agreement; (2) properly submit a written demand for an appraisal of your shares of our common stock, (3) continuously hold your shares of our common stock through the Effective Time; (4) do not thereafter withdraw your demand for appraisal or otherwise lose your appraisal rights and (5) otherwise meet the criteria and follow the procedures set forth in Section 262, you will be entitled to have your shares of our common stock appraised by the Delaware Court of Chancery and to receive, in lieu of the Merger Consideration, payment in cash of the amount determined by the Delaware Court of Chancery to be the “fair value” of your shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be fair value as determined by the Delaware Court of Chancery. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

You should be aware that the fair value of your shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the Merger Consideration.

Stockholders wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

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A beneficial owner (as defined in Section 262) may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the statutory procedures and requirements set forth in Section 262.

Your failure to strictly comply with the procedures specified under Section 262 will result in the loss of your appraisal rights. The Section 262 requirements for exercising appraisal rights are described in further detail in this proxy statement.

For more information, please see the section of this proxy statement captioned “The Merger — Appraisal Rights.”

U.S. Federal Income Tax Considerations of the Merger

The receipt of cash by a holder in exchange for such holder’s shares of our common stock in the Merger generally will be a taxable transaction for U.S. federal income tax purposes. Such receipt of cash by a Model N stockholder that is a U.S. Holder (which we define in the section of this proxy statement captioned “The Merger— U.S. Federal Income Tax Considerations of the Merger—U.S. Holders”) generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the Merger.

For more information, see the section of this proxy statement captioned “The Merger — U.S. Federal Income Tax Considerations of the Merger.” Stockholders should consult their tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Acquisition Proposals

Under the Merger Agreement, during the period from the execution and delivery of the Merger Agreement and until the earlier of the Effective Time and the valid termination of the Merger Agreement, Model N has agreed that it will not and will cause its subsidiaries and each of its and their respective representatives to not, directly or indirectly:

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Notwithstanding the restrictions described above, if at any time prior to obtaining the requisite Model N stockholder approval, Model N receives a written Acquisition Proposal from any third party after the date of the Merger Agreement that did not result from a breach of the non-solicitation provisions of the Merger Agreement that is not withdrawn, and the Board of Directors determines in good faith (after consultation with its financial and outside legal advisors) that the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (which we define in the section of this proxy statement captioned “The Merger Agreement — No Solicitation”) and that the failure to take the actions described in the two bullets below would be inconsistent with its fiduciary duties under applicable law, then Model N may, as applicable:

For more information, see the section of this proxy statement captioned “The Merger Agreement —No Solicitation.”

Company Board Recommendation Change

The Board of Directors has unanimously recommended that you vote “FOR” the Merger Proposal.

The Merger Agreement provides that the Board of Directors may not change its recommendation, or take other actions constituting an Adverse Recommendation Change (which we define in the section of this proxy statement captioned “The Merger Agreement — The Board of Directors’ Recommendation; Company Board Recommendation Change”), except in certain specified circumstances relating to:

For more information, see the section of this proxy statement captioned “The Merger Agreement — The Board of Directors’ Recommendation; Company Board Recommendation Change.”

Termination of the Merger Agreement

The Merger Agreement contains certain termination rights for Model N, on the one hand, and Parent, on the other hand, including but not limited to, Parent and Model N each having the right to terminate the Merger Agreement at any time prior to the Effective Time (whether prior to or after the receipt of the Requisite Stockholder Approval) by (1) mutual written agreement or (2) if the Merger is not consummated

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on or before 5:00 p.m. (Eastern Time) on October 4, 2024. Termination rights are further described in the section of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement — Expenses; Termination Fee.”

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

Model N will be required to pay to Parent a termination fee of $43,167,695 if the Merger Agreement is terminated under specified circumstances.

For more information on the termination fee, see the section of this proxy statement captioned “The Merger Agreement — Termination Fee.”

Specific Performance

Parent, Merger Sub and Model N are entitled, in addition to any other remedy to which they are entitled at law or equity, to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement. Model N has the right, subject to the terms and conditions of the Merger Agreement and the Equity Commitment Letter, to an injunction, specific performance or other equitable remedies in connection with enforcing Parent and Merger Subs’ equity financing to fund the Merger.

For more information, see the section of this proxy statement captioned “The Merger Agreement — Specific Performance.”

Effect on Model N if the Merger is Not Completed

If the Merger Agreement is not adopted by our stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of our common stock. Instead, Model N will remain an independent public company, our common stock will continue to be listed and traded on NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC on account of Model N common stock. Under specified circumstances, Model N will be required to pay Parent a termination fee of $43,167,695 upon the termination of the Merger Agreement.

For more information, see the section of this proxy statement captioned “The Merger — Effect on Model N if the Merger is Not Completed.”

The Company Stockholders’ Meeting

Date, Time and Place

A special meeting of stockholders of Model N (which we refer to as the “Company Stockholders’ Meeting”) will be held virtually via live webcast on June 25, 2024, at 11:30 a.m., Pacific Time (unless the Company Stockholders’ Meeting is adjourned or postponed). You may attend the Company Stockholders’ Meeting via the Internet at web.lumiconnect.com/291527551 (password: Modn2024). Please note that you will not be able to attend the Company Stockholders’ Meeting physically in person. For purposes of attendance at the Company Stockholders’ Meeting, all references in this proxy statement to “attendance at the Company Stockholders’ Meeting” or “present at the Company Stockholders’ Meeting” mean virtually present at the Company Stockholders’ Meeting.

Record Date; Shares of our Common Stock Entitled to Vote

You are entitled to vote at the Company Stockholders’ Meeting if you owned shares of Model N common stock at the close of business on May 8, 2024 (which we refer to as the “Record Date”). You will have one vote

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at the Company Stockholders’ Meeting for each share of our common stock that you owned at the close of business on the Record Date.

Purpose

At the Company Stockholders’ Meeting, we will ask stockholders to vote on proposals to approve (1) the Merger Proposal, (2) the Compensation Proposal and (3) the Adjournment Proposal.

Quorum

As of the Record Date, there were 39,422,997 shares of our common stock outstanding and entitled to vote at the Company Stockholders’ Meeting. The holders of a majority of the voting power of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.

Votes Required

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote as of the close of business on the Record Date. As of the Record Date, 19,711,499 votes constitute a majority of the outstanding shares of our common stock entitled to vote on the Merger Proposal.

The approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of stock 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 approval of the Adjournment Proposal, if necessary or appropriate, requires that the affirmative vote of the holders of a majority of the voting power of the shares of stock 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.

Share Ownership of Our Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,142,498 shares of our common stock, representing approximately 2.9% of the shares of our common stock outstanding on the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of our common stock: (1) “FOR” the Merger Proposal, (2) “FOR” for the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Voting and Proxies

Any stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail in the accompanying prepaid reply envelope or granting a proxy electronically over the Internet or by telephone, or may vote online during the Company Stockholders’ Meeting. If you are a beneficial owner and hold your shares of our common stock in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of our common stock using the instructions provided by your bank, broker or other nominee. It is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares of our common stock.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Company Stockholders’ Meeting by (1) signing another proxy card with a later date and returning it prior to the Company Stockholders’ Meeting; (2) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation, prior to the Company Stockholders’ Meeting, to our Corporate Secretary at 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404; or (4) attending the Company Stockholders’ Meeting virtually and voting.

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

For more information, see the section of this proxy statement captioned “The Company Stockholders’ Meeting.”

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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 Company Stockholders’ Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement and the full text of the annexes to this proxy statement and the documents we refer to in this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger, the Merger Agreement and the Company Stockholders’ Meeting. 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 More Information.”

(1) To adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Model N, whereupon the separate corporate existence of Merger Sub shall cease, and Model N will become a wholly owned subsidiary of Parent;

(2) To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger; and

(3) To adjourn the Company Stockholders’ Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholders’ Meeting.

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At the Effective Time, each Unvested Company RSU Award will be cancelled and converted into a Converted Cash Award equal to (A) the total number of shares of our common stock subject to such Unvested Company RSU Award immediately prior to the Effective Time multiplied by (B) the Merger Consideration, less any applicable withholding taxes. Each such Converted Cash Award will continue to have, and will be subject to, the same terms and conditions (including time-based vesting and forfeiture conditions) as applied to the corresponding Unvested Company RSU Award immediately prior to the Effective Time.

At the Effective Time, each Company PRSU Award will be cancelled and converted into a Converted Cash Award equal to (A) the total number of shares of our common stock subject to such Company PRSU Award immediately prior to the Effective Time (with performance-based vesting conditions deemed achieved as agreed between the parties and as further described in the section of this proxy statement captioned “The Merger — Treatment of Model N Equity Awards”) multiplied by (B) the Merger Consideration, less any applicable withholding taxes.

Each such Converted Cash Award will continue to have, and shall be subject to, the same terms and conditions (including time-based vesting and forfeiture conditions, but excluding any performance-based vesting condition) as applied to the corresponding Company PRSU Award immediately prior to the Effective Time.

On May 14, 2024, the date prior to the date we first mailed this proxy statement to our stockholders, the closing price for our common stock on NYSE was $29.76 per share of our common stock. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

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The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Instead, Model N will remain an independent public company, our common stock will continue to be listed and traded on NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC on account of Model N common stock. Upon the termination of the Merger Agreement under specified circumstances, Model N may be required to pay Parent a termination fee of $43,167,695, as further described in the section of this proxy statement captioned “The Merger Agreement — Expenses; Termination Fee.”

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Approval of the Compensation Proposal requires that the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted “FOR” the proposal. Assuming a quorum is present at the Company Stockholders’ Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote online during the Company Stockholders’ Meeting will not have any effect on the Compensation Proposal. If you hold your shares of our common stock in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares of our common stock will have no effect on the Compensation Proposal. Abstentions will also have no effect on the Compensation Proposal.

If your shares of our common stock are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares of our common stock, 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 of our common stock by following their instructions for voting. You are also invited to attend the Company Stockholders’ Meeting. However, because you are not the stockholder of record, you may not vote your shares of our common stock virtually at the Company Stockholders’ Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

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

Even if you plan to attend the Company Stockholders’ Meeting virtually, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote your shares of our common stock that you beneficially own, you may still vote your shares of our common stock online at the Company Stockholders’ Meeting even if you have previously voted by proxy. If you are present at the Company Stockholders’ Meeting virtually and vote online during the Company Stockholders’ Meeting, your vote will revoke any proxy that you have previously submitted.

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Your attendance at the Company Stockholders’ Meeting alone will not revoke your proxy.

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We will promptly deliver a separate copy of these proxy materials to any stockholder upon request submitted in writing to us at our principal offices at Investor Relations, 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404 You may also orally submit your request by calling (650) 610-4800.

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

+1 (877) 750-0510 (toll free)

+1 (212) 750-5833 (banks and brokers)

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FORWARD-LOOKING STATEMENTS

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

Other important factors that could cause actual results and outcomes to differ materially from those expressed or implied include, but are not limited to, risks related to: (i) delays in closing customer contracts; (ii) our ability to improve and sustain our sales execution; (iii) the timing of new orders and the associated revenue recognition; (iv) adverse changes in general economic or market conditions; (v) delays or reductions in information technology spending and resulting variability in customer orders from quarter to quarter; (vi) competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors and new applications and marketing initiatives by our competitors; (vii) our ability to manage our growth effectively; (viii) acceptance of our applications and services by customers; (ix) success of new products; (x) the risk that the strategic initiatives that we may pursue will not result in significant future revenues; (xi) changes in health care regulation and policy and tax in the United States and worldwide; (xii) our ability to retain customers; and (xiii) adverse impacts on our business and financial condition due to macroeconomic and geopolitical factors, such as inflation, rising interests, pandemics, banking system instability and geopolitical conflicts. Further information on risks that could affect Model N’s results is included in our filings with the SEC, including Model N’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and any Current Reports on Form 8-K that Model N may file from time to time. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. Model N assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this communication.

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THE COMPANY STOCKHOLDERS’ MEETING

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

Date, Time and Place

We will hold the Company Stockholders’ Meeting on June 25, 2024, at 11:30 a.m., Pacific Time (unless the Company Stockholders’ Meeting is adjourned or postponed). You can virtually attend, and vote in the Company Stockholders’ Meeting by accessing a virtual live website using the Internet at web.lumiconnect.com/291527551 (password: Modn2024). Please note that you will not be able to attend the Company Stockholders’ Meeting physically in person. Instructions on how to attend and participate online are provided on the proxy card. We expect check-in to be available starting around 11:15 a.m., Pacific Time, on the day of the Company Stockholders’ Meeting, June 25, 2024, and you should allow ample time for online check-in proceedings. We will have technicians standing by and ready to assist you with any technical difficulties you may have in accessing the virtual live webcast. If you encounter any difficulties accessing the virtual live webcast during the check-in or meeting time, please contact the support team pursuant to the instructions provided on the virtual meeting website.

Purpose of the Company Stockholders’ Meeting

At the Company Stockholders’ Meeting, we will ask stockholders to vote to approve (1) the Merger Proposal, (2) the Compensation Proposal and (3) the Adjournment Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Company Stockholders’ Meeting and to vote at the Company Stockholders’ Meeting. As of the Record Date, there were 39,422,997 shares of our common stock outstanding and entitled to vote at the Company Stockholders’ Meeting. A complete list of registered stockholders as of the close of business on the Record Date will be available for inspection by stockholders of record ten (10) days prior to the Company Stockholders’ Meeting, either on a reasonably accessible electronic network as permitted by law (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at our principal business offices at 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404 and during the entirety of the Company Stockholders’ Meeting online at web.lumiconnect.com/291527551 (password: Modn2024).

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

Votes Required; Abstentions and Broker Non-Votes

Each Model N stockholder will be entitled to one vote for each share of our common stock that such stockholder owns at the close of business on the Record Date on each proposal to be acted upon at the Company Stockholders’ Meeting. The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote as of the close of business on the Record Date. As of the Record Date, 19,711,499 votes constitute a majority of the outstanding shares of our common stock entitled to vote on the Merger Proposal. Shares deemed not in attendance at the Company Stockholders’ Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal. Approval of the Merger Proposal by our stockholders is a condition to the closing of the Transactions.

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The approval of the Compensation Proposal requires that the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted “FOR” the proposal. Accordingly, shares deemed not in attendance at the Company Stockholders’ Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Compensation Proposal. Abstentions will also have no effect on the Compensation Proposal.

The approval of the Adjournment Proposal, if necessary or appropriate, requires that the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for “FOR” the proposal. Accordingly, shares deemed not in attendance at the Company Stockholders’ Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Adjournment Proposal. Abstentions will also have no effect on the Adjournment Proposal.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Company Stockholders’ Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Company Stockholders’ Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal and the Adjournment Proposal.

The rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, but each of the proposals to be presented at the Company Stockholders’ Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of our common stock at the Company Stockholders’ Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of our common stock will have the same effect as a vote “AGAINST” the Merger Proposal, but, assuming a quorum is present at the Company Stockholders’ Meeting, will not have any effect on the Compensation Proposal and Adjournment Proposal.

Shares of our Common Stock Held by Model N’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,142,498 shares of our common stock, representing approximately 2.9% of the shares of our common stock outstanding on the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of our common stock: (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Voting and Proxies

If you are a stockholder of record (that is, if your shares of our common stock are registered in your name with Equiniti Trust Company, LLC, our transfer agent), there are four ways to vote:

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

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

Voting instructions are included on your proxy card. All shares of our common stock represented by properly signed and dated proxies received in time for the Company Stockholders’ Meeting will be voted at the Company Stockholders’ Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

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

If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Company Stockholders’ Meeting and vote online with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the Merger Proposal, but, assuming a quorum is present at the Company Stockholders’ Meeting, will not have any effect on the Compensation Proposal or Adjournment Proposal.

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

Revocability of Proxies

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

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

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

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

Board of Directors’ Recommendation

The Board of Directors, after careful consideration, including considering various factors described in the section of this proxy statement captioned “The Merger — Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (1) determined that the Merger Agreement and the Transactions are fair to, advisable and in the best interests of Model N and its stockholders; (2) approved and declared advisable the Merger Agreement and the Transactions, including the Merger; (3) directed that the Merger Agreement be submitted to Model N’s stockholders for their adoption; and (4) subject to the provisions of the Merger Agreement, resolved to recommend the adoption of the Merger Agreement by Model N’s stockholders.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Model N. We have retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Company Stockholders’ Meeting at a cost of approximately $50,000, plus a success fee of $25,000 and expenses, as well as additional fees in certain circumstances. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the Merger Proposal, we anticipate, but cannot guarantee, that the Merger will be consummated in the second quarter of calendar year 2024.

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Appraisal Rights

If the Merger is completed and you comply fully with the requirements of Section 262, you will be entitled to have your shares of our common stock appraised by the Delaware Court of Chancery and to receive in lieu of the Merger Consideration payment in cash of the amount determined by the Delaware Court of Chancery to be the “fair value” of your shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be fair value as determined by the Delaware Court of Chancery. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

You should be aware that the fair value of your shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the Merger Consideration.

Stockholders wishing to exercise the right to seek an appraisal of their shares of our common stock must fully comply with Section 262, which means doing, among other things, ALL of the following:

A beneficial owner (as defined in Section 262) may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the statutory procedures and requirements set forth in Section 262.

Your failure to strictly comply with the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger — Appraisal Rights,” and Section 262, the relevant section of the DGCL regarding appraisal rights, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Other Matters

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

Householding of Company Stockholders’ Meeting Materials

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

We will promptly deliver a separate copy of these proxy materials to any stockholder upon request submitted in writing to us at our principal offices at Investor Relations, 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404. You may also orally submit your request by calling (650) 610-4998.

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

Questions and Additional Information

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

+1 (877) 750-0510 (toll free)

+1 (212) 750-5833 (banks and brokers)

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

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

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

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

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 2: COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER

In accordance with Section 14A of the Exchange Act, we are asking you to approve a proposal to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to our named executive officers in connection with the proposed Merger. For more detailed information regarding these amounts, please see the section captioned “The Merger—Quantification of Potential Payments and Benefits to our Named Executive Officers” and the accompanying footnotes and related narrative disclosure. As required by those rules, we are asking our stockholders to adopt the following resolution:

RESOLVED, that the stockholders of Model N hereby APPROVE, on an advisory basis, the compensation that may be paid or become payable to Model N’s named executive officers in connection with the Merger, in each case pursuant to Item 402(t) of Regulation S-K, described in the table in the section captioned “The Merger—Quantification of Potential Payments and Benefits to our Named Executive Officers” and the accompanying footnotes and related narrative discussion of Model N’s proxy statement for its virtual special meeting of stockholders to be held on June 25, 2024.

Effect of Advisory Vote

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

Because the vote on this proposal is only advisory in nature, it will not be binding on either Model N or Parent regardless of whether the proposed Merger is completed. Accordingly, since the compensation described herein is contractual with respect to our named executive officers, regardless of the outcome of this advisory vote, such compensation will be payable, subject only to the conditions applicable thereto, if the proposed Merger is completed.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 3: ADJOURNMENT OF THE COMPANY STOCKHOLDERS’ MEETING

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

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

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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THE MERGER

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

Parties Involved in the Merger

Model N, Inc.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

(650) 610-4998

Model N is a leader in revenue optimization and compliance for pharmaceutical, medtech and high-tech innovators. Our intelligent platform powers digital transformation with integrated technology, data, analytics, and expert services that deliver deep insight and control. Model N’s integrated cloud solution is proven to automate pricing, incentive and contract decisions to scale business profitably and grow revenue. Model N is trusted across more than 120 countries by the world’s leading pharmaceutical, medical technology, semiconductor, and high-tech companies, including Johnson & Johnson, AstraZeneca, Stryker, Seagate Technology, Broadcom, and Microchip Technology.

Model N’s principal executive offices are located at 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404, and its telephone number is (650) 610-4600. Model N maintains a website at www.modeln.com. Information included on or accessible through Model N’s website does not constitute a part of this proxy statement and, therefore, is not incorporated herein by reference.

Model N’s common stock is listed on NYSE under the symbol “MODN.”

Mountain Parent, LLC

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

(415) 765-6500

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

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

Mountain Merger Sub, Inc.

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

(415) 765-6500

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

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

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Vista Equity Partners Fund VIII, L.P.

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

(415) 765-6500

Parent and Merger Sub are each affiliated with Vista Equity Partners Fund. In connection with the Transactions, Vista Equity Partners Fund has committed to provide Parent, at or prior to the Closing, with an aggregate cash amount of up to $1,226,439,676, which will be available, together with available cash on hand of Model N and any third party financing obtained by Parent or its affiliates as of the Closing, to fund the aggregate Merger Consideration (including payments in respect of Model N’s outstanding equity-based awards payable in connection with the Closing of the Merger pursuant to the Merger Agreement ) and to pay the fees, expenses and other amounts required to be paid in connection with the closing of the Merger by Model N, Parent and Merger Sub, as described further in this proxy statement under the caption “The Merger—Financing of the Merger; Damages Commitment.”

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

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

Effect of the Merger

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

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

Effect on Model N if the Merger is Not Completed

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

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

Merger Consideration

At the Effective Time, by virtue of the Merger, each outstanding share of our common stock (other than the Cancelled Shares and the Dissenting Shares) will be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive the Merger Consideration, without interest.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of common stock that you own, but you will no longer have any rights as a stockholder (except that Model N stockholders who properly exercise, and do not subsequently withdraw, fail to perfect, or lose, their appraisal rights will have the right to receive a payment of the “fair value” of their shares of our common stock as determined pursuant to an appraisal proceeding as contemplated by Section 262, as described in the section of this proxy statement captioned “—Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board of Directors, the Strategic Review Committee or representatives of our company, Vista or their respective advisors and other parties.

As part of our ongoing consideration and evaluation of Model N’s long-term strategic goals and plans, the Board of Directors and our management periodically review, consider and assess our operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review has included, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, in each case, with a view towards enhancing stockholder value.

Model N has from time to time received unsolicited inquiries from financial sponsors that were interested in exploring a potential acquisition of our company.

On November 5, 2021, the Board of Directors held a meeting at which members of our senior management were present and, at the invitation of the Board of Directors and for a portion of the meeting, representatives of

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Jefferies were present. At this meeting, the Board of Directors discussed our markets, growth strategies, technological advancements, and strategic alternatives, including pursuing organic growth and growth through acquisitions, and potentially initiating a process to explore a sale of our company in response to these inbound inquiries.

In January 2022, Jason Blessing, our Chief Executive Officer, met with representatives of a financial sponsor (“Sponsor A”), who had contacted Mr. Blessing on an unsolicited basis and expressed interest in exploring a potential acquisition of our company.

On February 4, 2022, the Board of Directors held a meeting at which members of our senior management and representatives of Fenwick & West LLP, our outside counsel (“Fenwick”), were present. At this meeting, the Board of Directors discussed our strategic alternatives, including strategies to enhance stockholder value as an independent company as well as the desirability of conducting a sale process to explore third-party interest in an acquisition of our company. In the course of this discussion, the Board of Directors discussed the risks and opportunities of pursuing our business strategies as an independent company, of pursuing growth through acquisitions, and of a sale process. During the meeting, representatives of Fenwick reviewed with the Board of Directors its fiduciary duties in connection with the review of strategic alternatives. Following discussion, the Board of Directors determined to engage in a sale process to explore third-party interest in an acquisition of our company.

On February 10, 2022, Mr. Blessing met with representatives of another financial sponsor (“Sponsor B”), who had contacted Mr. Blessing on an unsolicited basis and expressed interest in exploring a potential acquisition of our company.

On March 8, 2022, Mr. Blessing met with representatives of Sponsor A at a technology conference and discussed developments in our business.

On April 2, 2022, the Board of Directors established the Strategic Review Committee of the Board of Directors, composed of directors Tim Adams, Baljit Dal and Manisha Gulati, to oversee the sale process for any such potential acquisition of our company. The Strategic Review Committee was not formed to address any perceived or potential conflicts of the Board of Directors and was not granted authority to approve a strategic transaction involving our company, but was granted the authority to review and evaluate any potential transaction and any other strategic alternatives, to engage a financial advisor in connection with a sale process, and to provide direction to our advisors and management in connection with such a process and the negotiation of any potential transaction.

On April 15, 2022, the Strategic Review Committee held a meeting at which members of our senior management and a representative of Fenwick were present. At the request of the Strategic Review Committee, representatives of Jefferies and another investment bank each joined the meeting at separate times to present their perspectives on our strategic alternatives and on potential approaches to a sale process. A representative of Fenwick then reviewed the fiduciary duties of the committee members and the Board of Directors in connection with such a sale process. After the representatives of both investment banks had left the meeting, the Strategic Review Committee discussed the engagement of a financial advisor, and considered the presentations made by the two investment banks, their qualifications and perspectives, and their familiarity with our company. Following this discussion, the Strategic Review Committee authorized our management to engage Jefferies as our exclusive financial advisor for a potential strategic process.

Following this meeting, Mr. Blessing contacted representatives of Jefferies to discuss the engagement of Jefferies by us, and directed representatives of Jefferies to identify strategic and financial parties that our company would consider contacting to solicit indications of interest for a potential acquisition of our company. On April 22, 2022, with the approval of the Strategic Review Committee, we executed an engagement letter with Jefferies, engaging Jefferies as our exclusive financial advisor with respect to such a transaction. In connection

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with its engagement, representatives of Jefferies provided a disclosure memo to the Board of Directors describing Jefferies’ previous engagements with our company and a prospective bidder and the fees received by Jefferies in connection with such engagements.

From April 2022 through September 2022, we and representatives of Jefferies contacted one strategic and eight financial parties, including Sponsor A and Sponsor B, and other financial parties referred to herein as “Sponsor C,” “Sponsor D,” “Sponsor E,” and “Sponsor F,” to assess their interest in exploring a potential transaction involving our company, of whom eight had previously contacted us on an unsolicited basis to express their interest in exploring an acquisition of our company. We entered into confidentiality agreements with five financial parties: Sponsor A, Sponsor B, Sponsor C, Sponsor D, and Sponsor E. All of these confidentiality agreements contained customary standstill provisions that expired upon our entry into a definitive agreement for a sale of our company, and none of these confidentiality agreements included a so-called “don’t ask – don’t waive” provision. Our senior management met with all five of these parties, each of whom received access to a high-level virtual data room containing information regarding us and our business, including financial information and operating data and information regarding future product opportunities.

During this sale process, each of the five financial sponsors indicated an interest in owning the business. However, each financial sponsor indicated reservations about the future rate of growth of our business. Sponsor C, Sponsor D, and Sponsor E indicated informally that they would only value a potential acquisition of our company at or around the trading price of our common stock at the time, and therefore would not be proceeding to make a proposal for an acquisition of our company. Between June 6, 2022, and September 23, 2022, the time period during which these five sponsors expressed views on our valuation, our closing stock price ranged from $22.27 to $33.78.

The other two financial sponsors, Sponsor A and Sponsor B, submitted non-binding written proposals for a potential acquisition of our company.

On April 21, 2022, we received a non-binding written indication of interest from Sponsor A for an acquisition of us at a price of $36.00 per share. On June 23, 2022, Sponsor A indicated that, after completing additional diligence, it was revising its proposal downward to a range of $27.00 to $30.00 per share. Sponsor A indicated this reduction in its valuation of our company reflected concerns regarding our future growth in connection with our transition of customers from perpetual licenses to a SaaS model (which we refer to as our “SaaS transition”), and sales to new customers.

On May 31, 2022, we received a non-binding written indication of interest from Sponsor B for an acquisition of us at a range of $30.00 to $32.00 per share (on which date the closing price of our common stock was $25.16). During the course of negotiations, Sponsor B increased its proposal to $35.50 per share on July 5, 2022 (on which date the closing price of our common stock was $27.04), and to $36.25 per share on July 18, 2022, on which date, the closing price of our common stock was $24.63. These non-binding indications of interest were subject to Sponsor B’s due diligence and negotiation of definitive agreements.

On June 6, 2022, after conducting diligence and meeting with our management, Sponsor D verbally indicated to representatives of Jefferies that it would not be able to offer a price in excess of the current trading price of our common stock, and we did not engage in further discussions with Sponsor D regarding a potential transaction at that time.

On June 7, 2022, after conducting diligence and meeting with our management, Sponsor E verbally indicated to representatives of Jefferies that it would not be able to offer a price in excess of the current trading price of our common stock, and we did not engage in further discussions with Sponsor E regarding a potential transaction at that time.

From July 18, 2022, through September 2022, Sponsor B engaged in due diligence, and we engaged in discussions regarding terms of a potential transaction with Sponsor B. Our stock price increased during that time,

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closing at $29.05 per share on September 1, 2022, and we sought to obtain a further increase in Sponsor B’s proposed price per share. However, Sponsor B was not willing to increase its price and we were not able to reach agreement with Sponsor B on terms for a transaction. Accordingly, we discontinued discussions with Sponsor B on September 28, 2022, on which date the closing price of our common stock was $33.77. Our stock price subsequently continued to increase to a closing price of $42.62 on January 17, 2023.

On September 24, 2022, after conducting diligence and meeting with our management, Sponsor C verbally indicated to representatives of Jefferies that it would not be able to offer a price in excess of the current trading price of our common stock, and we did not engage in further discussions with Sponsor C regarding a potential transaction at that time.

On November 4, 2022, the Board of Directors held a meeting at which members of our senior management and representatives of Fenwick were present. At this meeting, the Board of Directors reviewed our 2022 sale process and discussed potential opportunities for acquisitions by us and potential ways to finance such transactions, the risks and opportunities associated with such potential acquisition opportunities, and other risks and opportunities of remaining an independent company. Following the discussion, the Board of Directors authorized our management to terminate our engagement of Jefferies relating to our sale process.

On November 8, 2022, as a result of the Board of Directors’ determination on November 4, 2022, we terminated our engagement letter with Jefferies.

Following the 2022 sale process, we focused on organic growth, including through the conversion of customers to our SaaS platform, and, starting in early 2023, explored an acquisition of another company. However, we did not enter into a definitive agreement with respect to, or consummate, that acquisition.

On May 15, 2023, Sponsor D communicated to us on an unsolicited basis that it was interested in exploring providing equity financing for us to complete this potential acquisition of another company, followed by an acquisition by Sponsor D of the combined company. On March 17, 2023, Sponsor D executed an amendment to its confidentiality agreement with us from the 2022 sale process to renew the duration of the agreement and the 12-month standstill. Sponsor D conducted due diligence and met with members of our senior management on June 6, 2023, but ultimately indicated that it would not further pursue the combination transaction, citing among other reasons concerns about our ability to increase our gross margins.

On June 21, 2023, a financial sponsor (“Sponsor G”) communicated to us on an unsolicited basis to express interest in providing equity financing to us to complete the potential acquisition of this other company, followed by an acquisition by Sponsor G of the combined company.

On June 30, 2023, in connection with our evaluation of this potential acquisition by us of another company and the inbound inquiries we had received regarding potential business combinations and equity financings by financial parties, we re-engaged Jefferies as our financial advisor by entering into an amendment to reinstate the April 22, 2022 engagement letter on substantially the same terms.

In July 2023, in connection with discussions with prospective equity investors related to this potential acquisition, we developed an internal financial forecast through fiscal 2027 that reflected an anticipated slowing in subscription revenue growth and a substantial slowing in professional services revenue growth following our SaaS transition (the “Four Year Forecast”). Our actual results through the remainder of calendar year 2023 reflected the anticipated slowing in our revenue growth, which we believe, coupled with macroeconomic conditions, contributed to a decline in our stock price during calendar year 2023, closing at $25.82 on January 2, 2024.

On July 10, 2023, Sponsor G executed a confidentiality agreement with a customary 12-month standstill provision that expired upon our entry into a definitive agreement for a sale of our company (which did not include a “don’t ask – don’t waive” provision).

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On July 13, 2023, an employee of Vista, who is a former member of our Board of Directors, reconnected representatives of Vista with Mr. Blessing after having arranged for an initial introduction call between Vista and Mr. Blessing in June 2019. On July 17, 2023, Vista and Mr. Blessing held a meeting during which Mr. Blessing gave representatives of Vista an update on our business. No terms of a potential transaction were discussed at this meeting. From July 2023 to early February 2024, our Chief Strategy and Marketing Officer from time to time engaged in discussions with third parties regarding employment opportunities, among which included individuals from Vista regarding potential employment opportunities with Vista portfolio companies.

On October 23, 2023, Sponsor B, with whom we had engaged in negotiations with respect to a potential sale of our company in 2022, and which was one of the financial parties that had explored with us its earlier interest in providing equity financing to us to complete the potential acquisition of another company, reached out on an unsolicited basis and verbally indicated to a representative of Jefferies that Sponsor B would be making a new proposal for a standalone acquisition of our company.

On October 30, 2023, Sponsor B verbally proposed to a representative of Jefferies an acquisition of all of our outstanding common stock at a price in a range of $28.00 to $30.00 per share. On October 30, 2023, the closing price of our common stock was $24.03.

On November 1, 2023, the Strategic Review Committee held a meeting at which other members of the Board of Directors, members of our senior management and representatives of Jefferies and Fenwick were present. Representatives of Jefferies reviewed with the Strategic Review Committee a summary of Sponsor B’s proposal, and the Strategic Review Committee discussed this proposal and our strategic alternatives. Our senior management reviewed with the Strategic Review Committee the Four Year Forecast. In addition, representatives of Jefferies reviewed with the Strategic Review Committee a preliminary financial analysis of Sponsor B’s proposal. Following discussions, the Strategic Review Committee directed representatives of Jefferies to respond to Sponsor B and ascertain the highest price Sponsor B would be willing to propose, for consideration by the Board of Directors.

Subsequently on November 1, 2023, as instructed by the Strategic Review Committee, representatives of Jefferies contacted representatives of Sponsor B to discuss whether Sponsor B could offer a higher valuation than that proposed by it on October 30, 2023. In response, on November 2, 2023 Sponsor B verbally proposed a valuation of $28.00 per share to a representative of Jefferies and stated that this proposed valuation reflected Sponsor B’s perspective on the future rate of growth of our business. On November 3, 2023, the Board of Directors held a regularly scheduled meeting, at which other members of the Board of Directors, members of our senior management and representatives of Jefferies and Fenwick were present, during which the Board of Directors discussed the proposed acquisition by us of another company, and determined not to proceed with further discussions with respect to that potential transaction. The Board of Directors then discussed Sponsor B’s proposal and determined its valuation to be insufficient and not to pursue further actions with Sponsor B at the time. Subsequently, on November 3, 2023, a representative of Jefferies informed Sponsor B that we would not be willing to proceed at its proposed valuation. Later in November 2023, Sponsor B announced an acquisition by it of another company that would result in significant impediments to a potential transaction between us and Sponsor B, and we did not engage in further discussions with Sponsor B regarding a potential transaction.

During November 2023 and December 2023, seven financial sponsors expressed interest in acquiring our company. In December 2023, one financial sponsor (“Sponsor H”) reached out on an unsolicited basis to a member of our Board of Directors to express interest in potentially acquiring our company. Sponsor H had expressed interest earlier in 2023 in providing equity financing to us to complete the potential acquisition of another company. The other six financial sponsors, consisting of Vista, Sponsor C, Sponsor E, Sponsor F, a financial sponsor referenced as “Sponsor I” and a financial sponsor referenced as “Sponsor J,” reached out to Mr. Blessing on an unsolicited basis to express interest in potentially acquiring our company and propose meetings for further discussions.

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On November 21, 2023, Sponsor I contacted Mr. Blessing on an unsolicited basis and expressed interest in acquiring our company.

On November 28, 2023, representatives of Vista and Mr. Blessing met and discussed our most recent financial performance and potential value opportunities for us to acquire other companies. The parties did not discuss a potential transaction between our company and Vista at this meeting.

In December 2023, a representative of Sponsor E contacted Mr. Blessing on an unsolicited basis to schedule a meeting to discuss our company.

On December 1, 2023, a representative of Sponsor C reached out to Mr. Blessing on an unsolicited basis and stated that it could provide an offer for an acquisition of our company before the end of the year. No such offer was made within the timeline. On January 23, 2024, a representative of Sponsor C conveyed to representatives of Jefferies that no offer was made in December 2023 because Sponsor C could not pay a premium to the current trading price of our common stock at the time (and indicated that Sponsor C believed that this trading price reflected the full value of our company). The closing price of our common stock increased from $23.62 per share on December 1, 2023, to $26.93 per share on December 29, 2023.

On December 11, 2023, a representative of Sponsor F contacted Mr. Blessing on an unsolicited basis to schedule a meeting to discuss our company.

On December 13, 2023, Mr. Blessing met with representatives from Sponsor J to discuss our company generally.

On January 10, 2024, the Strategic Review Committee held a meeting at which other members of the Board of Directors, as well as members of our senior management and representatives of Jefferies, were present. Mr. Blessing described his meetings with Vista, and confirmed that no non-public information had been shared with Vista and there had not been any discussion about our valuation, the price or terms of any potential transaction between Vista and our company, or the potential role of our management or terms of employment after any such potential transaction. In addition, Mr. Blessing and representatives of Jefferies described the other inbound interest that we had received during November 2023 and December 2023 from Vista, Sponsor C, Sponsor E, Sponsor F, Sponsor H, Sponsor I, and Sponsor J, each of which had contacted us to discuss our company and a potential transaction (without any outreach by us). In addition, the Strategic Review Committee discussed our recent and current financial performance, the importance of acquisitions by us to expand our total addressable market and product offerings and add scale, and the challenges faced by us in financing and executing acquisitions as a small public company. Members of management reviewed with the Strategic Review Committee our anticipated results for the first quarter of fiscal 2024 and our outlook for the full year and reviewed the Four Year Forecast. Following this discussion, the Strategic Review Committee approved our providing the Four Year Forecast (including any updates from our management to reflect our fiscal 2023 results and preliminary results from the first quarter of fiscal 2024) to any parties conducting due diligence as part of a strategic process, and its use by representatives of Jefferies in any financial analysis of any proposals. Representatives of Jefferies then summarized the status of discussions with parties that had been involved in the 2022 sale process and those that recently contacted us, including Vista, and discussed with the committee members a list of potential financial and strategic parties that could be considered for an outreach (each of which had previously met with our management or otherwise expressed interest in a possible transaction). Following discussion, the Strategic Review Committee determined that we should commence a strategic process to ascertain interest in acquiring our company, and directed management and representatives of Jefferies to contact the agreed list of financial and strategic parties to solicit indications of interest in such a transaction.

Subsequently on January 10, 2024, Mr. Blessing met for dinner with representatives of Vista, at which they discussed our company’s products, opportunities for new product development, and sales activities. Again, no terms of a potential transaction between Vista and our company were discussed.

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On January 19, 2024, Sponsor E and Mr. Blessing met and discussed our company and its performance since the 2022 process.

As directed by the Strategic Review Committee, between January 22, 2024, and February 1, 2024, representatives of Jefferies contacted representatives of 11 parties, consisting of three strategic parties and eight financial sponsors to assess their interest in exploring a potential transaction involving our company. Most of these financial sponsors had previously contacted us on an unsolicited basis to express their interest in exploring an acquisition of our company. The eight financial sponsors consisted of Vista, Sponsor C, Sponsor E, Sponsor G, Sponsor H, Sponsor I, Sponsor J, and another financial sponsor (“Sponsor K”), which had first met with Mr. Blessing on January 25, 2024 on an unsolicited basis to discuss a potential acquisition. Over the course of this period in 2024, none of the three strategic parties engaged in substantive discussions with representatives of Jefferies, executed confidentiality agreement, or met with our management concerning a potential transaction.

On January 24, 2024, representatives of Jefferies contacted representatives of Vista in order to inform them about the sale process.

Between January 25, 2024, and January 30, 2024, the eight financial sponsors, consisting of Vista, Sponsor C, Sponsor E, Sponsor G, Sponsor H, Sponsor I, Sponsor J, and Sponsor K executed confidentiality agreements (or amendments to existing confidentiality agreements), each with a 12-month standstill that would expire upon our entry into a definitive agreement for a sale of our company (none of which included a “don’t ask – don’t waive” provision). Vista executed its confidentiality agreement with us on January 29, 2024.

Between January 28, 2024, and January 30, 2024, we provided the eight financial sponsors that signed confidentiality agreements with confidential information through a virtual data room containing an investor presentation and financial data that included an updated version of our Four Year Forecast (the “Updated Four Year Forecast”), detailed information regarding our annual recurring revenue, bookings, customer churn, sales, pipeline, and expense information, an analysis of opportunities for additional sales to our existing customers, and detailed historical financial information including management analysis. The adjustments from the Four Year Forecast to the Updated Four Year Forecast included reductions in revenue of approximately 1% in each year from 2024 through 2027, and reductions in operating income and EBITDA of approximately 4% in 2024 and 1% in each of 2025 through 2027.

Between February 1, 2024, and February 13, 2024, our management met with all eight financial sponsors (including Vista) to provide presentations regarding our business and opportunities and to answer questions.

On February 2, 2024, the Board of Directors held a regularly scheduled quarterly meeting at which members of our senior management and, for a portion of the meeting, representatives of Jefferies, were present. At this meeting, the Board of Directors reviewed our business and financial performance, our plans, risks and opportunities as an independent company and the other factors described in the section titled “The Merger —Recommendation of the Board of Directors and Reasons for the Merger”, as well as the discussions that had been conducted with potential acquirors and a timeline for meetings between our management and potential acquirors.

On February 5, 2024, Sponsor F contacted Mr. Blessing on an unsolicited basis to discuss our company. Sponsor F began discussions with representatives of Jefferies on February 7, 2024, and learned that proposals were expected soon by potential bidders that were involved in the sale process. On February 13, 2024, Sponsor F indicated that it would not pursue the opportunity. Sponsor F did not engage in substantive discussions with representatives of Jefferies, execute a confidentiality agreement, or meet with our management concerning a potential transaction.

After conducting due diligence and meeting with our management, seven of the eight parties (excluding Vista) indicated informal views of value that approximated the current trading price of our common stock at the time and that they would not be submitting proposals to acquire our company. Between February 13, 2024 and March 1, 2024, the time period during which these views of value were received by us, our closing stock price ranged from $24.34 to $27.47. Those parties that provided rationales for not submitting proposals generally

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referred to their perceptions of the execution risk arising from the fact that, because we had largely completed the transition of our life science customers from a perpetual license model to a SaaS model, any future growth would primarily rely on our company’s ability to significantly increase sales to new customers and expand sales to existing customers. Specifically, Sponsor C indicated on February 21, 2024 that its valuation would not exceed $27.00 to $28.00 per share, Sponsor J indicated on March 1, 2024 that if it proceeded, it would propose less than $29.00 per share and Sponsor K initially indicated on February 15, 2024, a potential valuation of $30.00 to $31.00 per share, subject to further diligence, but on February 21, 2024, indicated that it would not be making a proposal to acquire us, citing concerns regarding our growth profile.

On February 23, 2024, a representative of a financial sponsor (“Sponsor L”), which had not been contacted as part of the outreach in January and February 2024, communicated on an unsolicited basis to a representative of Jefferies that it had heard rumors of a sale process involving our company and that it was interested in an introduction. On March 4, 2024, Sponsor L subsequently spoke with a representative of Jefferies, but we did not engage in further discussions with Sponsor L in view of the advanced nature of our discussions with Vista and our belief that, based on the consistent feedback that we had received from all of the financial sponsors with whom we had engaged in discussions in 2024, and the fact that Sponsor L had not previously expressed interest in a transaction involving our company, it was unlikely that Sponsor L would ultimately propose a higher valuation than Vista.

On February 25, 2024, Vista submitted a non-binding indication of interest to acquire all of the outstanding shares of our common stock for a price between $29.00 and $30.50 per share in an all-cash transaction (the “February 25 Proposal”), subject to customary due diligence. This valuation range represented a premium of approximately 15% to 21% over our closing stock price on February 23, 2024, and a 17% to 23% premium to the 90-trading day volume-weighted average price as of February 23, 2024. The February 25 Proposal was not contingent on any exclusivity, financing conditions, or any individual signing an employment agreement before the closing of a potential transaction. We provided a copy of the February 25 Proposal to the members of the Board of Directors the following day on Monday, February 26, 2024.

On February 27, 2024, the Strategic Review Committee held a meeting at which other members of the Board of Directors, senior management of our company, and representatives of Fenwick and Jefferies, were present. At the meeting, Mr. Blessing and representatives of Jefferies provided the Strategic Review Committee with an update on the status of the outreaches to potential parties and described the information shared with these potential parties, including the specific commentary provided by Sponsor C, Sponsor J, and Sponsor K, and the fact that the other four parties (other than Vista) indicated informal views of value that approximated the current trading price of our common stock at the time. The committee members, members of our Board of Directors and senior management, and representatives of Jefferies then discussed the February 25 Proposal and our strategic process. Following this discussion, the Strategic Review Committee directed representatives of Jefferies to continue discussions with the parties that had been contacted, and to respond to Vista that we would provide it with more extensive due diligence information, with the expectation that, following due diligence, it would be able to provide a revised, increased proposal that represented a specific price per share rather than a range. In addition, the Strategic Review Committee directed Fenwick to prepare a form of merger agreement that could be provided to Vista.

Subsequently, on February 27, 2024, at the direction of the Strategic Review Committee, a representative of Jefferies contacted representatives of Vista and informed them that we would require Vista to proceed at least at the high end of its range, and that, in support of that, we would provide Vista with more extensive due diligence information. The representative of Vista responded that they would continue to evaluate its proposed price per share and that, in order to do so, they would require meetings with our management to conduct due diligence, and more extensive due diligence materials.

On March 1, 2024, a representative of Sponsor A reached out to a representative of Jefferies, on an unsolicited basis, indicating that Sponsor A was interested in exploring a potential transaction involving our

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company. Sponsor A had not been among the financial sponsors contacted by representatives of Jefferies as part of the February 2024 outreach in view of Sponsor A’s prior withdrawal of its proposal in 2022, but the representative of Sponsor A indicated to the representative of Jefferies that it had heard market rumors that we might be pursuing a sale process.

On March 1, 2024, Vista and its advisors were provided with access to a comprehensive virtual data room, which included a draft Merger Agreement as well as extensive diligence information.

From March 1, 2024 through April 8, 2024, Vista and its advisors conducted due diligence on our company, including through several meetings between Vista and its advisors and our management at which we answered questions. Representatives of Fenwick and Kirkland & Ellis LLP (“Kirkland”), legal counsel to Vista, were in attendance for certain meetings with respect to legal matters.

On March 8, 2024, Sponsor A indicated to representatives of Jefferies that Sponsor A, who had not at this point received any confidential information from us in connection with our 2024 strategic process, would expect to be able to support a price per share in the “mid-$30s.”

On March 11, 2024, Sponsor A executed an amendment to its confidentiality agreement with us from the 2022 sale process to renew the duration of the agreement and the 12-month standstill obligation (which would expire upon our entry into a definitive agreement for a sale of our company and did not include a “don’t ask – don’t waive” provision).

On March 12, 2024, Sponsor A was provided the same access to non-public due diligence information regarding our company that had been provided to the other interested parties in February 2024, which did not include the more expanded information provided to Vista beginning on March 1, 2024.

On March 14, 2024, Sponsor A submitted requests for additional information regarding our business, and we provided responses to these requests over the course of the week.

On March 18, 2024, Vista and its advisors were provided access, through the virtual data room, to an initial draft of the disclosure letter relating to the draft Merger Agreement.

On March 23, 2024, Sponsor A indicated to representatives of Jefferies that Sponsor A would not be able to proceed at a price per share in excess of $30.00 and would more likely propose a price of $29.00 if it were to make a proposal. We did not engage in further discussions with Sponsor A regarding a potential transaction.

On March 26, 2024, representatives of Vista and Mr. Blessing held a meeting at Vista’s San Francisco office in connection with Vista’s due diligence process. Representatives of Vista discussed Vista’s investment thesis for a transaction and its potential plans with respect to the business, the growth rate of our business, and concerns that Vista had regarding the achievability of our standalone business plan and the Updated Four Year Forecast. Representatives of Vista and Mr. Blessing did not discuss any terms of the potential transaction between Vista and our company and did not discuss any potential go forward role or potential compensation for Mr. Blessing or our management team.

On March 29, 2024, Vista verbally indicated to representatives of Jefferies that it was considering proposing a price of $29.50 per share. Subsequently, Mr. Blessing notified the Board of Directors of this verbal proposal and described to the Board of Directors the information that Vista had provided at the March 26, 2024 meeting regarding its investment thesis and its concerns regarding our growth rates and the achievability of our standalone business plan.

Subsequently, on March 29, 2024, Vista submitted a revised non-binding indication of interest to acquire all of the outstanding shares of our common stock for $29.50 per share in an all-cash transaction (the “March 29 Proposal”), representing a premium of approximately 15% over our 30-trading day volume-weighted average

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price as of March 28, 2024, and a 16% premium over our 90-trading day volume-weighted average price as of March 28, 2024. This proposal was accompanied by a revised draft of the Merger Agreement and drafts of the Equity Commitment Letter and the Limited Guaranty. The March 29 Proposal was not contingent on any exclusivity, financing conditions, or any individual signing an employment agreement before the closing of a potential transaction. Also on March 29, 2024, representatives of Vista spoke with representatives of Jefferies and indicated that this valuation reflected slower anticipated revenue growth following the completion of our transition to a SaaS model and reliance on other sources of growth including acquiring new customers and increasing our new sales to existing customers.

Among other terms reflected in the revised Merger Agreement that was included with the March 29 Proposal were the following: (i) a termination fee of 3.4% of our equity value payable by us under certain circumstances, instead of the 2.6% provided in the initial draft Merger Agreement that was provided by us in the virtual data room, (ii) a proposal that unvested RSUs of our company remain on their original vesting schedules at closing to be settled in cash at the deal value when and to the extent they vest, and (iii) an obligation for us to reimburse Vista for its expenses if the proposed Merger was terminated as a result of failure to obtain the requisite stockholder vote, up to a cap to be defined.

On March 31, 2024, the Board of Directors held a meeting at which members of our senior management and representatives of Fenwick and Jefferies were present. At the meeting, representatives of Jefferies reviewed with the Board of Directors the March 29 Proposal and the status of the potential transaction with Vista. Representatives of Jefferies also updated the Board of Directors on the status of the outreach to potential counterparties and reviewed with the Board of Directors the Updated Four Year Forecast, research analyst expectations regarding our financial performance, and the trading levels and prices of our common stock. Mr. Blessing informed the Board of Directors that at no point in discussions with Vista did they discuss terms of employment, or management roles, for Mr. Blessing or other members of our senior management. A representative of Fenwick then described the draft Merger Agreement that had been included with the March 29 Proposal, and the Board of Directors directed representatives of Jefferies and Fenwick to communicate to Vista that we would not accept the obligation to reimburse Vista for its expenses if the proposed Merger was terminated as a result of failure to obtain the requisite stockholder vote. The Board of Directors then discussed the March 29 Proposal in light of the risks and opportunities of our business, including the new and increasing execution risks we face as a result of the near completion of SaaS transitions, which would require us to significantly increase the pace of our sales to new customers and expand our sales to existing customers as compared to recent historical trends in order to achieve our growth targets. The Board of Directors and our senior management noted spending fatigue from a cohort of customers recently transitioned to our SaaS platform, and that sales to new customers were unpredictable and involved long sales cycles. The Board of Directors and our senior management also discussed challenges to sustaining our professional services revenue at current levels upon completion of this transition because that a substantial portion of our professional services revenue in recent years had been associated with this transition. The Board of Directors noted that each of these challenges were new, and not ones that we had encountered as we transitioned our customer base to our SaaS platform, and that, as a result, we faced increasing challenges in achieving the revenue targets that had been set forth in the Updated Four Year Forecast and the Projections. Following the discussion, the Board of Directors then directed our senior management and representatives of Jefferies to continue to work with Vista to complete negotiations on the basis of the March 29 Proposal but to seek to obtain a higher price per share from Vista.

On April 1, 2024, the Board of Directors reconvened and, with members of our senior management and representatives of Fenwick and Jefferies present, continued the discussion from the previous day. In connection with this meeting, representatives of Jefferies provided the Board of Directors with a customary disclosure memo, describing certain relationships between Jefferies on the one hand and Model N and Vista and its affiliates on the other hand. The Board of Directors engaged in an extensive discussion of the risks faced by us, and new challenges faced by us as we complete our SaaS transition, including the need to materially increase sales to new customers and expand sales to existing customers to replace growth from our SaaS transition, and risks in achieving these sales. The Board of Directors also discussed new risks to our professional services

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revenues, including further discussion of the challenges that the Board of Directors had discussed at its meeting on the prior day. In addition, the Board of Directors discussed the perspectives on these matters that had been provided by Vista and other financial sponsors that had been contacted in our strategic process. Further, the Board of Directors reviewed preliminary information regarding our results of operations for the quarter ended March 31, 2024. The Board of Directors noted that the trading price of our common stock had increased since we commenced our strategic process, having closed at $28.47 on March 28, 2024, and discussed the unsolicited inbound inquiries that we had received from Sponsor A and Sponsor L and the possibility that there were market rumors regarding our strategic process. The Board of Directors then further discussed the March 29 Proposal, including the draft Merger Agreement that Vista had provided with this proposal, and a representative of Fenwick reviewed the fiduciary duties of the Board of Directors in evaluating the March 29 Proposal. Mr. Blessing and the other members of management then left the meeting. The Board of Directors continued its discussion and determined that we should continue our discussions with Vista, but seek a higher price per share.

After this Board of Directors meeting, on April 1, 2024, as directed by the Board of Directors, a representative of Jefferies spoke with a representative of Vista and indicated that the Board of Directors would require a higher price per share from Vista to support a transaction.

Between April 1, 2024 and April 7, 2024, representatives of Fenwick and Kirkland exchanged revised drafts of the Merger Agreement, our disclosure letter, the Equity Commitment Letter, and the Limited Guaranty, and negotiated the terms of the Merger Agreement, the Equity Commitment Letter and the Limited Guaranty. On April 1, 2024, we sent a revised draft of the Merger Agreement to Kirkland in which we accepted Vista’s proposals regarding the termination fee payable by us under certain circumstances and the treatment of RSUs to be cash settled to the extent they vest, but rejected the proposal that we reimburse Vista’s expenses if the proposed Merger was terminated as a result of failure to obtain the requisite stockholder vote.

On April 2, 2024, representatives of Jefferies and Vista discussed the per share price proposed by Vista, and the representatives of Vista indicated that they could increase their proposed price to $30.00 per share, but would require that we agree to certain limitations on our ability to operate the business in between signing and closing and to reimburse Vista’s expenses if the proposed Merger was terminated as a result of failure to obtain the requisite stockholder vote, up to a cap of approximately 1% of our equity value.

On April 3, 2024, following discussion with our management and representatives of Fenwick, the Board of Directors directed representatives of Jefferies to communicate to representatives of Vista that we would not be willing to agree to reimburse their expenses. Later that day, Kirkland provided Fenwick with a revised draft of the Merger Agreement that did not include such an expense reimbursement.

From April 4, 2024 through April 7, 2024, senior representatives of Fenwick and Kirkland negotiated the draft Merger Agreement and related disclosure letter. Among other items, the parties negotiated exceptions to the interim operating covenants regarding actions that we could take following the execution of the Merger Agreement.

On April 5, 2024, Jefferies provided the Board of Directors an updated disclosure memo describing certain relationships between Jefferies on the one hand and Model N and Vista and its affiliates on the other hand.

On the morning of April 7, 2024, representatives of Kirkland and representatives of Fenwick completed their negotiation of the Merger Agreement and related disclosure letter, the Equity Commitment Letter and the Limited Guaranty. Afterwards, and prior to the meeting of the Board of Directors described below, representatives of Fenwick delivered the final forms of all such agreements, including the disclosure letter, to the Board of Directors.

Later that day on April 7, 2024, the Board of Directors held a meeting at which members of our senior management and representatives of Fenwick and Jefferies were present. The Board of Directors discussed the

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terms of the proposed Transaction, and Mr. Blessing again confirmed to the Board of Directors that at no point in discussions with Vista did they discuss terms of employment, or management roles, for Mr. Blessing or other members of our senior management. Representatives of Jefferies reviewed with the Board of Directors the updated long-range plan through 2029 that had been prepared by our management and utilized by Jefferies in its financial analysis which we refer to in this proxy statement as the “Projections” (as more fully described in the section of this proxy statement captioned “The Merger — Certain Financial Projections”). The Board of Directors noted that the Projections were consistent with the Updated Four Year Forecast, except for the addition of projected results for fiscal years 2028 and 2029 and a projection for unlevered free cash flow, and discussed these additions. Following the Board of Directors’ review of the Projections, the Board of Directors approved their use by representatives of Jefferies in its financial analysis. In addition, the Board of Directors reviewed and discussed the preliminary information regarding our results of operations for the quarter ended March 31, 2024, and projected financial information for fiscal 2024 and 2025, as more fully described in the section of this proxy statement captioned “The Merger — Certain Financial Projections”, and in each case that had been previously reviewed at the meeting on April 1, 2024. Representatives of Jefferies reviewed with the Board of Directors Jefferies’ financial analyses of our company and rendered Jefferies’ opinion to the Board of Directors to the effect that, as of April 7, 2024, and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review undertaken as described in its opinion, the Merger Consideration to be received by the holders of shares of our company’s common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Jefferies’ opinion is more fully described in the section of this proxy statement titled “The Merger—Opinion of Model N’s Financial Advisor.” The representatives of Jefferies and members of senior management then left the meeting. A representative of Fenwick then reviewed with the Board of Directors its fiduciary duties with respect to its consideration of the Transactions and summarized the terms of the Merger Agreement and related disclosure letter, the Equity Commitment Letter and the Limited Guaranty, final forms of which had been provided to the Board of Directors. A representative from Fenwick then reviewed with the Board of Directors the Jefferies disclosure memo that had been previously circulated to the Board of Directors describing Jefferies’ previous engagements with our company and Vista and the fees received by Jefferies in connection with such engagements. The Board of Directors then discussed the Proposed Transactions (including the risks faced by us as an independent company, and the other factors described in the section titled “The Merger — Recommendation of the Board of Directors and Reasons for the Merger”). Following this discussion, the members of the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions are fair to, advisable and in the best interests of us and our stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (iii) directed the Merger Agreement be submitted to our stockholders for their adoption, and (iv) subject to the provisions of the Merger Agreement, resolved to recommend the adoption of the Merger Agreement by our stockholders.

Subsequently, on April 7, 2024, we and Vista and its affiliates executed the Merger Agreement, the Equity Commitment Letter, and the Limited Guaranty.

On April 8, 2024, we issued a press release announcing our entry into the Merger Agreement before the opening of trading on NYSE on April 8, 2024.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously (1) determined that the Merger Agreement and the Transactions are and fair to, advisable and in the best interests of Model N and its stockholders; (2) approved and declared advisable the Merger Agreement and the Transactions, including the Merger; (3) directed that the Merger Agreement be submitted to Model N’s stockholders for their adoption; and (4) subject to the provisions of the Merger Agreement, resolved to recommend the adoption of the Merger Agreement by Model N’s stockholders.

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The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger Agreement and the Transactions, including the Merger, the Board of Directors consulted with outside legal counsel, its financial advisors and Model N’s senior management. At the conclusion of its review, the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions are fair to, advisable and in the best interests of Model N and its stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (iii) directed the Merger Agreement be submitted to Model N’s stockholders for their adoption, and (iv) subject to the provisions of the Merger Agreement, resolved to recommend the adoption of the Merger Agreement by Model N’s stockholders. In reaching their decision to approve the Merger Agreement, and in recommending that Model N’s stockholders vote in favor of the adoption of the Merger Agreement, the Board of Directors considered numerous positive factors relating to the Merger Agreement, the Merger and the other Transactions, including the following material factors (which factors are not necessarily exhaustive or presented in order of relative importance):

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In the course of reaching the determinations and decisions and making the recommendation described above, the Board of Directors, in consultation with Model N’s senior management, outside legal counsel and financial advisors, also considered the risks and potentially negative factors relating to the Merger Agreement, the Merger and the other Transactions, including the following material factors (which factors are not necessarily exhaustive or presented in order of relative importance):

Inability to Solicit Takeover Proposals. The Board of Directors considered the fact that the Merger Agreement contains covenants prohibiting Model N from soliciting other potential acquisition proposals and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied. The Board of Directors also considered the fact that the Merger Agreement requires Model N to provide Parent with an opportunity to match Superior Proposals received from other parties, which may discourage other parties that might otherwise have an interest in a business combination with, or an acquisition of, Model N.

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

The foregoing discussion of factors considered by the Board of Directors contains the material factors considered by the Board of Directors, but is not in any way intended to be exhaustive. In light of the variety of

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

Opinion of Model N’s Financial Advisor

Model N retained Jefferies as its financial advisor in connection with a possible sale, disposition or other business transaction involving Model N. In connection with this engagement, Model N requested that Jefferies evaluate the fairness, from a financial point of view, to holders of shares of Model N common stock of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. At a meeting of the Board of Directors held on April 7, 2024, Jefferies rendered its opinion to the Board of Directors to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Merger Consideration to be received by holders of shares of Model N common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to this proxy statement and is incorporated herein by reference. Model N encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of the Board of Directors (in its capacity as such) in its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Model N, nor did it address the underlying business decision by Model N to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how the Board of Directors or any holder of shares of Model N common stock should act or vote on the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In arriving at its opinion, Jefferies, among other things:

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In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available to Jefferies by Model N or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of Model N that it was not aware of any facts or circumstances that would make any of the foregoing information incomplete, inaccurate or misleading. In Jefferies’ review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities of, Model N, and Jefferies was not furnished with and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies did not evaluate the solvency or fair value of Model N or any other entity under any laws relating to bankruptcy, insolvency or similar matters.

With respect to the financial forecasts provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and assumed, that the Projections were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Model N as to the future financial performance of Model N and the other matters covered thereby. Jefferies expressed no opinion as to the Projections or the assumptions on which they were based.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date thereof. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies became aware after the date thereof.

Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to Model N, and Jefferies assumed the correctness in all respects material to its analyses and opinion of all legal, regulatory, accounting and tax advice given to Model N and its Board of Directors, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting Model N or the Merger and legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement and related documents to Model N and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any holder of Model N common stock. Jefferies assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on Model N, Parent or the contemplated benefits of the Merger or that otherwise would be material in any respect to Jefferies’ analyses or opinion.

Jefferies’ opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Model N, nor did it address the underlying business decision by Model N to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger or any term, aspect or implication of any other agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how any holder of shares of Model N common stock should vote on the Merger or any matter related thereto. Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Model N or any

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other party, other than the holders of shares of Model N common stock. Jefferies expressed no view or opinion as to the price at which shares of Model N common stock would trade or otherwise be transferrable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any of Model N’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration to be received by holders of shares of Model N common stock or otherwise. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In connection with rendering its opinion to the Board of Directors, Jefferies performed certain financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected transactions analyses summarized below, no company used as a comparison was identical or directly comparable to Model N. These analyses necessarily involved complex considerations and judgments concerning financing characteristics and other factors that could affect the public trading or other values of the companies concerned.

Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of Model N in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Model N. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of Model N or its businesses or securities.

The terms of the Merger were determined through negotiations between Model N, on one hand, and Parent and Merger Sub, on the other hand, and the decision by Model N to enter into the Merger Agreement was solely that of the Board of Directors. Jefferies’ opinion and financial analyses were only one of many factors considered by the Board of Directors in its evaluation of the Merger Consideration and should not be viewed as determinative of the views of the Board of Directors or Model N management with respect to the Merger or the Merger Consideration payable in the Merger.

Financial Analyses

The summary of the financial analyses described in this section is a summary of the material financial analyses reviewed with the Board of Directors and performed by Jefferies in connection with its analyses and opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without 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 Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. The

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following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 5, 2024, and is not necessarily indicative of current or future market conditions.

Selected Public Companies Analysis

Jefferies reviewed publicly available financial, stock market and operating information of Model N and the following six selected publicly traded companies in the vertical software industry that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected companies”:

Jefferies reviewed, among other information and to the extent publicly available, enterprise values (“EVs”) of the selected companies, calculated as fully diluted equity values based on closing stock prices on April 5, 2024, plus total debt, preferred equity and non-controlling interests, minus investments in affiliates, cash and cash equivalents, as a multiple of each company’s estimated revenue and earnings before interest, taxes, depreciation and amortization, unburdened by stock-based compensation expense and burdened by capitalized software, as applicable (“EBITDA”), for the calendar years 2024 and 2025, which we refer to as CY 2024E and CY 2025E, respectively. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.

The financial data reviewed included the following:

Selected Public Companies Analysis

Jefferies applied a selected range of enterprise value to estimated revenue multiples of 4.0x to 6.0x and 3.5x to 5.5x and a selected range of enterprise value to estimated EBITDA multiples of 14x to 22x and 11x to 20x to corresponding data of Model N based on the Projections for estimated revenue and estimated EBITDA for CY 2024E and CY 2025E, respectively (and, in the case of estimated EBITDA, unburdened by stock based compensation expense and burdened by capitalized software), to determine ranges of implied enterprise values for Model N. Jefferies then subtracted Model N’s net debt as of December 31, 2023 to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Model N common stock outstanding, as provided by Model N management, to calculate a range of implied per share equity values for Model N. Net debt and fully diluted shares of Model N common stock outstanding calculations were adjusted to include the expected conversion of dilutive instruments and applicable make-whole premiums anticipated as a result of the Merger. This analysis indicated the reference ranges of implied per share equity values set forth in the table below, in each case as compared to the Merger Consideration of $30.00 per share.

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Selected Public Companies Analysis

No company utilized in the selected public companies analysis is identical to Model N. In evaluating the selected public companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Model N’s and Jefferies’ control.

Selected Transactions Analysis

Jefferies reviewed publicly available financial, stock market and operating information of Model N and company filings, definitive proxy statements, press releases and Wall Street research relating to the following 12 historical M&A transactions, announced since July 2020, involving companies in the software industry that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected transactions”:

Selected Transactions Analysis

The financial data reviewed included the following:

Jefferies applied a selected range of enterprise value to the last twelve months (“LTM”) revenue and LTM EBITDA multiples derived from the selected transactions analysis of 3.0x to 6.0x and 15x to 22x, respectively, to the LTM revenue and LTM EBITDA of Model N for the twelve months ended March 31, 2024, to determine a range of implied enterprise values for Model N. Jefferies then subtracted Model N’s net debt as of December 31, 2023 to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Model N common stock outstanding, as provided by Model N management, to calculate a range of implied per

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share equity values. Net debt and fully diluted shares of Model N common stock outstanding calculations were adjusted to include the expected conversion of dilutive instruments and applicable make-whole premiums anticipated as a result of the Merger. This analysis indicated the reference ranges of implied per share equity values set forth in the table below, in each case as compared to the Merger Consideration of $30.00 per share.

Selected Transactions Analysis

No transaction utilized as a comparison in the selected transactions analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond the control of Model N and Jefferies.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis of Model N by calculating the estimated present value of the stand-alone unlevered free cash flows that Model N was forecasted to generate during the fiscal years ending September 30, 2024, through September 30, 2029, based on the Projections. The terminal values of Model N were calculated by applying a selected range of perpetuity growth rates of 3.5% to 5.5% to Model N’s estimated terminal year unlevered free cash flows, based on the Projections and per management guidance. The present values of the unlevered free cash flows and terminal values of Model N were then calculated using a selected discount rate range of 10.0% to 11.0%, based on an estimate of Model N’s weighted average cost of capital, to determine a range of implied enterprise values for Model N. Jefferies then subtracted Model N’s estimated net debt as of June 30, 2024, to calculate a range of implied equity values, and divided the result by the number of fully diluted outstanding shares of Model N common stock outstanding, as provided by Model N management, to calculate a range of implied per share equity values for Model N. This analysis indicated a reference range of implied per share equity values of $22.08 to $33.62 per share, as compared to the Merger Consideration of $30.00 per share.

Miscellaneous

Model N has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee based upon a percentage of the transaction value of the Merger, which fee is estimated as of the date of this proxy statement to be approximately $18.5 million, a portion of which became payable upon delivery of Jefferies’ opinion to the Board of Directors (and is not contingent upon the closing of the Merger) and the remainder of which is payable contingent upon the closing of the Merger. In addition, Model N agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

As the Board of Directors was aware, during the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have provided investment banking services to Model N for which Jefferies and its affiliates have received compensation of approximately $2.1 million. As the Board of Directors was also aware, during the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have provided financial advisory and financing services to Vista and/or its affiliates and/or portfolio companies, for which

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Jefferies and its affiliates have received compensation of approximately $15.6 million. Jefferies and its affiliates may provide financial advisory and/or financing services to Model N, Vista and/or their respective affiliates and/or portfolio companies in the future, for which services Jefferies and its affiliates would expect to receive compensation. Jefferies maintains a market in the securities of Model N and in the ordinary course of Jefferies’ business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of Model N, Vista and/or their respective affiliates and/or portfolio companies for Jefferies’ own account and for the accounts of Jefferies’ customers and, accordingly, may at any time hold long or short positions in those securities.

Jefferies was selected as Model N’s financial advisor in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with Model N’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

Certain Financial Projections

Other than in connection with Model N’s regular earnings press releases and related investor communications, Model N’s management does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, or results of operations, earnings or other results, due to, among other things, the inherent difficulty and subjectivity of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized.

In connection with the evaluation of the proposed transaction with Parent and the other strategic alternatives being considered by the Board of Directors in 2024, Model N’s management prepared certain non-public, unaudited financial projections for fiscal years 2024 through 2029 (the “Projections”), which were reviewed by the Board of Directors. The Projections were prepared based on Model N’s continued operation as a stand-alone company and do not take into account the Merger, including the effect of any business or strategic decision or action that has been or will be taken as a result of the execution of the Merger Agreement. In addition, financial projections through 2027 that were consistent with the Projections (except such financial projections did not include unaudited financial projections for fiscal years 2028 and 2029, and did not include unlevered free cash flow) were provided in 2024 to participants in the strategic process, including Parent, for the purposes of their due diligence review of Model N.

The Projections are not being included in this proxy statement to influence any stockholder’s decision on how to vote with respect to the Merger Proposal, but instead are being included because the Projections were provided to the Board of Directors to evaluate the transactions contemplated by the Merger Agreement and the other strategic alternatives considered by the Board of Directors, and were approved by the Board of Directors to be used by Jefferies in connection with its financial analyses and opinion, as described in the section of this proxy statement captioned “—Opinion of Model N’s Financial Advisor.” In particular, in considering the Projections in light of Model N’s prospects as a standalone company at meetings of the Board of Directors held on March 31, 2024, April 1, 2024 and April 7, 2024, the Board of Directors, with the assistance of senior management, evaluated the present risks to our achievement of the Projections, including the (i) new and increasing execution risks Model N faces as a result of the near completion of SaaS transitions, which would require us to significantly increase the pace of our sales to new customers and expand our non-SaaS transition sales to existing customers as compared to recent historical trends in order to achieve our growth targets; (ii) spending fatigue from a cohort of customers recently transitioned to our SaaS platform; (iii) the fact that sales to new customers were unpredictable and involved long sales cycles; and (iv) challenges to sustaining our professional services revenue at current levels upon completion of this SaaS transition because a substantial portion of our professional services revenue in recent years had been associated with this transition as described in the sections of this proxy statement captioned “—Background of the Merger” and “—Reasons for the Merger.”

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

Cautionary Note About the Projections

The Projections, while necessarily presented with numerical specificity, were based on numerous variables and financial, operating and commercial assumptions, developed solely using the information available to Model N’s management at the time, that were inherently uncertain and many of which were beyond Model N’s control. Important factors that may affect actual results and cause the Projections not to be achieved include Model N’s delays in closing customer contracts; Model N’s ability to improve and sustain its sales execution, including increasing bookings and growing revenues; the timing of new orders and the associated revenue recognition; adverse changes in general economic or market conditions; delays or reductions in information technology spending and resulting variability in customer orders from quarter to quarter; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors and new applications and marketing initiatives by Model N’s competitors; Model N’s ability to increase and manage its growth effectively; acceptance of Model N’s applications and services by customers; success of new products; the risk that the strategic initiatives that Model N may pursue will not result in significant future revenues; changes in health care regulation and policy and tax in the United States and worldwide; Model N’s ability to retain customers; and adverse impacts on Model N’s business and financial condition due to macroeconomic and geopolitical factors, such as inflation, rising interests, pandemics, banking system instability and geopolitical conflicts, and other risk factors set forth in Model N’s most recent Quarterly Report on Form 10-Q and Model N’s Annual Report on Form 10-K filed with the SEC on November 17, 2023. There can be no assurance of the size and growth potential of the markets for our products and planned products, our ability to serve those markets and the rate and degree of market acceptance of our products, and it is possible that other products will be preferable. The Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Projections do not take into account any circumstances or events occurring after the date that they were prepared, do not give effect to the Merger (including the announcement thereof), and may be affected by Model N’s ability to achieve strategic goals, objectives and targets over the applicable period. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections.

Because the Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. The Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Projections are not, and should not be considered to be, a guarantee of future operating results. Further, the Projections are not fact and should not be relied upon as being necessarily indicative of our future results.

In light of the foregoing factors and the uncertainties inherent in the Projections, our stockholders are cautioned not to place undue, if any, reliance on the Projections. The Projections were not prepared with a view toward public disclosure. The inclusion of the Projections in this proxy statement should not be regarded as an indication that Model N or any of its affiliates, advisors or representatives considered or consider the Projections to be predictive of actual future events, and the Projections should not be relied upon as such or construed as financial guidance. Further, the inclusion of the Projections in this proxy statement does not constitute an admission or representation by Model N or any of its affiliates that the information presented is material. Neither Model N nor any of its affiliates assumes any responsibility for the accuracy of this information. Model N does not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law.

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MODEL N DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE NO LONGER APPROPRIATE.

Neither Model N nor any of its affiliates, advisors, officers, directors or representatives has made or makes any representation or warranty to any of our stockholders or other person regarding the ultimate performance of Model N compared to the information contained in the Projections or that the Projections will be achieved. Model N makes and has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Projections. The Projections are subjective in many respects and are thus subject to interpretation. Please also refer to the section of this proxy statement captioned “Forward-Looking Statements.”

The Projections were not prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Model N may not be comparable to similarly titled amounts used by other companies. The financial measures included in the 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 Board of Directors or Jefferies. The Projections included in this document have been prepared by, and are the responsibility of, Model N’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference into this proxy statement relates to Model N’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

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

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Interests of Model N’s Directors and Executive Officers in the Merger

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

Model N’s executive officers since May 8, 2024 (referred to in this section as “executive officers”) are as follows:

Consideration Payable for Outstanding Shares

Model N’s directors and executive officers who own shares of our common stock will receive in the Transactions the same Merger Consideration, on the same terms and conditions, as the other stockholders of Model N, as described in the section of this proxy statement captioned “—Merger Consideration.”

The following table sets forth the number of issued and outstanding shares of our common stock beneficially owned as of May 8, 2024 by each of Model N’s directors and executive officers.

For purposes of the table below, the number of shares of our common stock excludes shares of our common stock that are subject to outstanding Company RSU Awards and Company PRSU Awards.

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Treatment of Equity Awards

At the Effective Time, (x) each outstanding Vested Company RSU Award will be cancelled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the total number of shares of our common stock underlying such Vested Company RSU Award and (ii) the Merger Consideration, (y) each outstanding Unvested Company RSU Award will be cancelled and converted into a Converted Cash Award equal to (i) the total number of shares of our common stock subject to such Unvested Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, and (z) each outstanding Company PRSU Award will be cancelled and converted into a Converted Cash Award equal to (i) the total number of shares of our common stock subject to such Company PRSU Award immediately prior to the Effective Time (with performance-based vesting conditions deemed achieved as agreed between the parties) multiplied by (ii) the Merger Consideration.

The following tables set forth, for each of Model N’s directors and executive officers, (i) the number of shares of our common stock underlying each of the Vested Company RSU Awards, Unvested Company RSU Awards and Company PRSU Awards that were held as of May 8, 2024 and (ii) the cash consideration that may become payable for these Company RSU Awards and Company PRSU Awards based on the Merger Consideration of $30.00 per share if the applicable vesting conditions are ultimately satisfied following the Effective Time.

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Potential Severance Payments and Benefits

Each of our executive officers is eligible to receive severance benefits under a change in control and severance agreement entered into with Model N (referred to as a “Severance Arrangement”). Under each of the Severance Agreements, in the event of a termination without “cause” or resignation for “good reason” (as defined in the applicable Severance Agreement), in each case, within 12 months following a “change in control” (as defined in the applicable Severance Agreement), which the Merger will constitute, each executive will be entitled to:

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

These severance benefits are subject to the execution and effectiveness of a waiver and release of claims in favor of Model N.

Indemnification and Insurance of Directors and Officers

The Merger Agreement provides for certain indemnification, expense advancement and exculpation rights from and after the Effective Time in favor of Model N’s each present and former director, officer and employee of Model N and its subsidiaries (a “D&O Indemnitee”) with respect to matters existing or occurring at or prior to the Effective Time. In addition, Parent has agreed to cause the Surviving Corporation, (a) to maintain for a period of not less than six (6) years from the Effective Time provisions in the respective certificates of incorporation, bylaws and other organizational documents of Model N and its subsidiaries concerning the indemnification and exoneration (including provisions relating to expense advancement) of the D&O Indemnitees that are no less favorable to those persons than the provisions of applicable law and the certificates of incorporation, bylaws, indemnification agreements, and other organizational documents of Model N and the subsidiaries, as applicable,

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in each case, as of the date of the Merger Agreement and (b) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of D&O Indemnitee thereunder, in each case, except as required by applicable law.

The Merger Agreement also provides that, for a period of six (6) years from the Effective Time, Parent will cause the Surviving Corporation to maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the directors’ and officers’ liability insurance policies of Model N and its subsidiaries on terms not less favorable than the terms of such current insurance coverage. Alternatively, in lieu of maintaining such insurance for a period of six (6) years, Model N may, or Parent may cause the Surviving Corporation to, cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing a prepaid, non-cancelable six (6)-year “tail” policy (containing terms not less favorable than the terms of such current insurance coverage) with respect to matters existing or occurring at or prior to the Effective Time (a “Tail Policy”). In no event will Parent or the Surviving Corporation be required to expend for such policies an aggregate or total premium amount in excess of 350% of the amount per annum Model N paid for such coverage in its last full fiscal year (the “Maximum Premium”). If no such Tail Policy is available for less than the Maximum Premium, then Model N or the Surviving Corporation may obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium from an insurance carrier with the same or better credit rating as Model N’s directors’ and officers’ liability insurance carrier on the date of the Merger Agreement.

Post-Closing Compensation

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

Quantification of Potential Payments and Benefits to our Named Executive Officers

In accordance with Item 402(t) of Regulation S-K, the below table sets forth the amount of payments and benefits that each of our named executive officers would or may receive in connection with the Merger. The compensation that may be paid or become payable to our named executive officers in connection with the Merger is subject to approval, on an advisory (non-binding) basis, by our stockholders, as described below in the section captioned “Proposal 2: Compensation Paid to Named Executive Officers in connection with the Merger.”

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

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The actual amounts payable to our named executive officers will depend on whether the named executive officer experiences a qualifying termination, the date of termination (if any) and the terms of the plans or agreements in effect at such time, and accordingly may differ materially from the amounts set forth below.

Golden Parachute Compensation

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Financing of the Merger; Damages Commitment

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. In connection with the financing of the Merger, Vista Equity Partners Fund and Parent entered into the Equity Commitment Letter, pursuant to which, among other things, Vista Equity Partners Fund will provide Parent with an equity commitment of up to $1,226,439,676 in cash which may be reduced in accordance with the terms set forth in the Equity Commitment Letter. The Equity Commitment will be available to Parent, together with available cash on hand of Model N and any third party financing obtained by Parent or its affiliates as of the closing of the Merger, to fund the payment of (a) the aggregate Merger Consideration and the Vested RSU Consideration to which holders of Model N common stock and Company RSU Awards will be entitled at the Effective Time pursuant to the Merger Agreement, (b) all amounts required to be paid in connection with the Transactions pursuant to the Indentures and (c) fees and expenses, in the case of each of clauses (a) through (c), to the extent required to be paid by Parent or Merger Sub in cash at the Closing Date in connection with the Closing. Model N has a contractual right to enforce the Equity Commitment Letter against Vista Equity Partners Fund and, under the terms of the Merger Agreement, Model N has the right to specifically enforce Parent’s obligation to consummate the Merger, subject to the satisfaction of the conditions to Parent and Merger Subs’ obligations to consummate the Merger set forth in the Merger Agreement. While the Equity Commitment is sufficient to pay the aggregate Merger Consideration and certain other amounts required pursuant to the Merger Agreement, Parent expects that it will fund a portion of the aggregate Merger Consideration and such other amounts with available cash on hand of Model N and debt financing.

Pursuant to the Limited Guaranty, Vista Equity Partners Fund has agreed to guarantee the due and punctual payment by Parent to Model N of all of the liabilities and obligations of Parent and Merger Sub arising under the Merger Agreement.

The obligations of Vista Equity Partners Fund under the Limited Guaranty are subject to an aggregate cap equal to $86,335,390 (such sum, the “Parent Liability Limit”).

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

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Closing and Effective Time

Unless otherwise mutually agreed in writing between Model N, Parent and Parent, the Closing will take place on the date which is three (3) business days after the date on which all of the conditions to closing of the Merger (as described in the section of this proxy statement captioned “The Merger Agreement— Conditions to the Merger”), have been satisfied or waived (if such waiver is permissible under the Merger Agreement or under applicable law), other than those conditions that, by their nature, are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions.

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

Delisting and Deregistration of Model N Common Stock

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

Appraisal Rights

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a (i) “stockholder” are to the record holder of our shares of common stock, (ii) “beneficial owner” are to a person who is the beneficial owner of shares of our common stock held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, stockholders desiring to exercise appraisal rights must (1) properly submit a written demand for an appraisal of their shares of our common stock prior to the stockholder vote on the approval and adoption of the Merger Agreement, (2) not submit a proxy or otherwise vote in favor of the adoption of the Merger Agreement, (3) hold shares of our common stock upon the making of a demand under clause (1) and continue to hold their shares of our common stock through the Effective Time, (4) not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL and (5) otherwise meet the criteria and follow the procedures set forth in Section 262. The shares of our common stock are currently listed on a national securities exchange, and, assuming such shares remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of our common stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of our common stock entitled to appraisal exceeds 1% of the outstanding shares of our common stock eligible for appraisal or (y) the value of the aggregate consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000 (each of (x) and (y), a “Minimum Condition”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period.

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In considering whether to seek appraisal, you should be aware that the fair value of your shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the Merger Consideration payable pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Under Section 262, when a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available pursuant to Section 262 that appraisal rights are available and include in the notice either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Model N’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any stockholder who wishes to exercise appraisal rights or who wishes to preserve such stockholder’s right to do so should review the text of Section 262 carefully and in its entirety. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration offered pursuant to the Merger Agreement if the Merger is consummated upon the surrender of the certificates that formerly represented such shares of our common stock. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock in connection with the Merger, Model N believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of our common stock must strictly comply with Section 262. In addition, a stockholder of record, a beneficial owner or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares of our common stock within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file such a petition and neither Model N, as the predecessor of the Surviving Corporation, nor Parent has any intention of doing so.

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, but you will have no appraisal rights with respect to your shares of our common stock.

Because a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the Merger Proposal, abstain or not vote its shares.

Filing a Written Demand

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to Model N, before the vote on the Merger Proposal at the Company Stockholders’ Meeting at which the Merger Proposal will be submitted to the stockholders, a written demand for the appraisal of such person’s shares of our common stock. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, and it will constitute a waiver of the stockholder’s right to appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger Proposal or abstain from voting on the Merger Proposal. Neither voting against the Merger Proposal nor abstaining from voting or failing to vote on the Merger Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the Merger Proposal will not constitute a demand. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger Proposal at the Company Stockholders’ Meeting will constitute a waiver of

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appraisal rights. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Demand for Appraisal by a Holder of Record

A demand for appraisal made by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and state that the person intends thereby to demand appraisal of the stockholder’s shares of our common stock in connection with the Merger. If a holder of record is submitting a demand with respect to shares of our common stock owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares of our common stock are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of our common stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of our common stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of our common stock as to which appraisal is sought. Where no number of shares of our common stock is expressly mentioned, the demand will be presumed to cover all shares of our common stock held in the name of the holder of record.

Demand for Appraisal by a Beneficial Owner

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of our common stock in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (1) such beneficial owner continuously owns such shares of our common stock through the Effective Time and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262 and (2) the demand made by such beneficial owner reasonably identifies the holder of record of the shares of our common stock for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Model N under Section 262 and to be set forth on the Chancery List (as defined below) as required by Section 262. Although not expressly required by Section 262, Model N reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

Additional Instructions; Conditions

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

Model N, Inc.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

Attention: Corporate Secretary

Demands for appraisal may not be submitted by electronic transmission.

Notice by the Surviving Corporation

If the Merger is completed, within ten days after the Effective Time, the Surviving Corporation will notify each stockholder who has made a written demand for appraisal pursuant to Section 262 and who has not voted in

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favor of the adoption of the Merger Agreement, and any beneficial owner who has properly demanded appraisal, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder or beneficial owner, demanding a determination of the fair value of the shares of our common stock held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our common stock. Accordingly, any stockholders or beneficial owners who desire to have their shares of our common stock appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of our common stock, within the time and in the manner prescribed in Section 262. The failure of a stockholder or beneficial owner to file such a petition within the period specified in Section 262 could result in the loss of appraisal rights.

Within 120 days after the Effective Time, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of our common stock not voted in favor of the adoption of the Merger Proposal and with respect to which Model N has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares of our common stock (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must provide this statement to the requesting stockholder or beneficial owner within ten days after receipt of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a stockholder or beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file in the office or Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares of our common stock and with whom agreements as to the value of their shares of our common stock have not been reached (the “Chancery List”). If a petition for appraisal is timely filed, the Delaware Court of Chancery will hold a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares of our common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with the direction, the Delaware Court of Chancery may dismiss that person from the proceedings. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262. Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal.

Determination of Fair Value

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of our common stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause

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shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment, provided that, at any time before the entry of judgment in the appraisal proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest will accrue after such payment only on the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of our common stock as determined by the Delaware Court of Chancery, and (2) any interest theretofore accrued, unless paid at that time.

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

Persons considering seeking appraisal should be aware that the fair value of their shares of our common stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of our common stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Model N believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering seeking appraisal should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Model N nor Parent anticipates offering more than the Merger Consideration to any person exercising appraisal rights, and each of Model N and Parent reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of our common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares of our common stock entitled to appraisal and not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of Section 262. the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of our common stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, the person’s shares of our common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration offered pursuant to the Merger Agreement, without interest. A person will fail to perfect, or

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effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, neither of the Minimum Conditions is met (assuming our common stock remains listed on a national securities exchange immediately prior to the Effective Time), or if the person delivers to the Surviving Corporation a written withdrawal of the stockholder’s demand for appraisal in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of our common stock will be entitled to vote such shares of our common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, or if the person delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262; provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Date, or thereafter with the written approval of the Surviving Corporation.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

U.S. Federal Income Tax Considerations of the Merger

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

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

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

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

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

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. EACH HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR ANY NON-INCOME TAX LAWS.

U.S. Holders

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

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

Gain or loss recognized by a U.S. Holder in the Merger will generally be capital gain or loss and will generally be long-term capital gain or loss if such U.S. Holder’s holding period in its shares of our common stock is more than one year at the time of the completion of the Merger. A reduced tax rate generally will apply to long-term capital gains of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of our common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis, holding period, and gain or loss separately with respect to each block of our common stock.

Non-U.S. Holders

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

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

Non-U.S. Holders are urged to consult their tax advisors as to any applicable tax treaties that might provide for different rules.

Information Reporting and Backup Withholding

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

Backup withholding of tax (currently, at a rate of 24%) is generally expected to apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding

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

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

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF OUR COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Regulatory Approvals Required for the Merger

The completion of the Merger is subject to, among other conditions described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger”:

Model N, Parent and Merger Sub shall use their reasonable best efforts to (i) take all appropriate action and do all things necessary, proper or advisable to consummate and make effective the Transactions as promptly as practicable, (ii) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or Model N, or to avoid any Proceeding by any Governmental Authority in connection with the authorization, execution and delivery of the Merger Agreement and the consummation of the Transactions and (iii) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to the Merger Agreement required under any other Applicable Law. However, Parent shall not be required to commit to or effect any divestiture of any assets or business lines of Model N, or to defend against litigated challenges to the Transaction, unless conditioned on the consummation of the Transactions and such restrictions would not have a material and adverse effect on the business of the acquired companies taken as a whole.

The Company and Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. No party shall give consent to any voluntary extension of any statutory deadline or withdraw its Notification and Report form pursuant to the HSR Act or any other filing made pursuant to any other Antitrust Law unless the other party has given its prior written consent to such extension or delay, which consent will not be unreasonably withheld, conditioned or delayed. However, Parent may withdraw and refile its Notification and Report Form initially filed pursuant to the HSR Act with respect to the Transactions on one occasion, consistent with the procedure set forth in 16.C.F.R. 803.12, without obtaining the consent of the Company. Neither Parent nor Model N shall be entitled

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to make additional commitments to, or agreements with, Governmental Authorities to delay the Closing following the expiration or termination of the waiting period under the HSR Act or any commitment to, or agreement with, any Governmental Authority not to close the Transactions before a certain date unless the other party shall have agreed to such commitment or agreement, and such agreement shall not be unreasonably withheld, conditioned, or delayed.

Each party shall use reasonable best efforts to (i) notify and keep the other parties reasonably informed of the commencement of any request or Proceeding by or before any Governmental Authority with respect to the Merger or any of the Transactions, and of any communication to or from any Governmental Authority regarding the approval of the Merger or any of the Transactions; (ii) respond as promptly as reasonably practicable to any additional requests for information received by any party from any Governmental Authority with respect to the Transactions or filings contemplated by Section 6.03 of the Merger Agreement; and (iii) (A) obtain termination or expiration of the waiting period under the HSR Act and (B) prevent the entry in any Proceeding brought by a Governmental Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the Transactions. Parties will consider in good faith the views of the other parties in connection with any filing (except for HSR filings), analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Merger or any of the Transactions. However, Parent shall make the final determination as to the appropriate course of action, and Model N shall take all reasonable actions to support Parent in connection with these determinations. Except as prohibited by any Governmental Authority or by Applicable Law, parties will permit Representatives of other parties to be present at each meeting or conference relating to such requests or Proceedings. Materials may be redacted as necessary, subject to Section 6.03(b) of the Merger Agreement.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions, restrictions, qualifications, requirements, or limitations on the Transactions, including the requirement to divest assets, license, or hold separate assets or terminate existing relationships and contractual rights, or agree to other remedies, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

Expiration or Termination of Waiting Period under the HSR Act in the United States

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until Model N and Parent each files a Notification and Report Form with the Antitrust Division of the DOJ and the FTC, which Model N and Parent each filed on April 19, 2024, and the applicable waiting period (and any extension thereof) or any commitment by the parties to the Merger Agreement not to consummate the Transactions before a certain date under a timing agreement has, in each case, expired or been terminated. The waiting period under the HSR Act applicable to the Merger is thirty (30) calendar days following the parties’ filings of their respective HSR Act notification and report forms, unless the waiting period is terminated earlier or extended. If the DOJ or the FTC issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with such Second Request, unless the waiting period is terminated earlier or the parties agree with the DOJ or FTC to delay the closing for a specified period of time.

Other Potential Intervention Pursuant to Antitrust Laws

At any time before or after the Effective Time (notwithstanding the expiration or termination of (a) the waiting period (and extensions thereof) applicable to the Merger under the HSR Act and (b) any voluntary agreement not to consummate the Merger between Parent and Model N, on the one hand, and the FTC and DOJ, on the other hand), the DOJ or FTC or any state or foreign government authority could take action under

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applicable antitrust or foreign direct investment laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies.

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

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

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

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

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Model N, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Model N, Parent and Merger Sub rather than to establish matters as facts and may also be subject to contractual standards of materiality that differ from those generally applicable to reports and documents filed with the SEC or what may be viewed as material by our stockholders and in some cases were qualified by matters specifically disclosed in Model N’s filings with the SEC prior to the date of the Merger Agreement and confidential matters disclosed to Parent and Merger Sub by Model N in connection with the Merger Agreement. Stockholders should not rely on the representations, warranties, covenants and agreements therein, or any descriptions thereof, as characterizations of the actual state of facts or condition of Model N, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Model N’s public disclosures. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Model N, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A to the proxy statement, only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding Model N, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in our filings with the SEC regarding Model N and our business.

The Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, at the Effective Time, Merger Sub will be merged with and into Model N, the separate corporate existence of Merger Sub will cease and Model N will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Unless otherwise mutually agreed in writing between Model N and Parent, the Closing will take place on the date which is three (3) business

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days after the date on which the conditions to closing of the Merger (as described in the section of this proxy statement captioned “The Merger Agreement —Conditions to the Merger”) have been satisfied or waived (if such waiver is permissible under the Merger Agreement or under applicable law), other than those conditions that, by their terms, are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions at the closing of the Merger. On the date of the Closing, the parties will file a certificate of merger with respect to the Merger in accordance with the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware and shall take such further actions as may be required to make the Merger effective. The Merger will become effective at the time and day of the filing of the Certificate of the Merger and acceptance by the Secretary of State of the State of Delaware, or a later time and day as may be agreed in writing by the parties and specified in the Certificate of Merger.

Certificate of Incorporation and Bylaws

At the Effective Time, subject to the provisions of the Merger Agreement described in the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance” below, (a) the certificate of incorporation of Model N will be amended and restated in its entirety to read as set forth in the form of the certificate of incorporation attached in Exhibit A to the Merger Agreement, and (b) the bylaws of Model N will be amended and restated in its entirety to be in the form of the bylaws of Merger Sub, as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation will be Model N, Inc.).

Directors and Officers

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

Effect on Capital Stock

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

Shares of Model N common stock held by Model N stockholders who are entitled to demand and have properly and validly demanded their statutory rights of appraisal in respect of these shares in compliance in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into or represent the right to receive the Merger Consideration, but instead will be entitled to receive an amount as may be determined pursuant to Section 262 of the DGCL. However, all Dissenting Shares that are held by Model N stockholders who have failed to properly and validly demand or who have effectively withdrawn or otherwise lost their rights to appraisal of these Dissenting Shares under Section 262 will no longer be considered to be Dissenting Shares

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and will be deemed to have been converted into, as of the Effective Time, the right to receive the Merger Consideration, without interest, upon compliance with the applicable procedures set forth in the Merger Agreement with respect to the surrender of certificates representing such shares or the book-entry transfer of shares.

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

Exchange and Payment Procedures

Prior to the Effective Time, Parent will select a nationally recognized financial institution (the identity and terms of appointment of which shall be reasonably acceptable to Model N) to act as paying agent (the “Paying Agent”) for the payment of the Merger Consideration to Model N stockholders. Prior to or substantially concurrently with the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent, an aggregate amount of cash that, when taken together with cash available on Model N’s balance sheet that is deposited with the Paying Agent at the Effective time, is sufficient to pay the aggregate Merger Consideration.

As soon as reasonably practicable after (and in any event not later than the third (3^rd) business day following) the Effective Time, the Paying Agent will send to each holder of record of shares of Model N common stock as of immediately prior to the Effective Time (other than the Cancelled Shares or any Dissenting Shares) (a) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing such shares (the “Certificate”) or book-entry shares, as applicable, to the Paying Agent) in such form as Parent and Model N may reasonably agree and (b) instructions for use in effecting the surrender of Certificates (or customary and effective affidavits of loss in lieu thereof) or book-entry shares, as applicable, in exchange for the Merger Consideration.

If any cash deposited with the Paying Agent is not claimed within one year following the Effective Time, such cash will be returned to the Surviving Corporation upon demand. Any holder of Model N common stock who has not complied with the exchange procedures in the Merger Agreement will thereafter look only to Surviving Corporation for payment of any Merger Consideration in respect to such holders’ shares of Model N common stock. Any cash deposited with the Paying Agent that remains unclaimed two years following the Closing or at such earlier date as is immediately prior to the time at which such amounts would otherwise escheat to any governmental authority will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

Treatment of Model N Equity Awards

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

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In addition, pursuant to the terms of the Merger Agreement, if the offering period under the Model N, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) in effect on the date of the Merger Agreement has not already ended as of the Effective Time, such offering period will be terminated on the day immediately prior to the day on which the Effective Time occurs, the ESPP will terminate no later than immediately prior to the Effective Time (but subject to the consummation of the Merger), and all participant contributions then in the ESPP will be used to purchase Shares on the date of such termination in accordance with the terms of the ESPP. All Shares purchased under the ESPP will be treated identically with all other Shares in connection with the Transactions. No further offering period will commence under the ESPP after the offering period under the ESPP in effect on the Effective Time ends.

Representations and Warranties

In the Merger Agreement, Model N has made customary representations and warranties to Parent and Merger Sub, which are qualified by information set forth in a confidential disclosure letter of Model N provided to Parent and Merger Sub in connection with the execution of the Merger Agreement and certain disclosures in Model N’s SEC filings publicly available prior to the date of the Merger Agreement, including representations and warranties relating to: organization and qualification; capitalization; subsidiaries; corporate existence and power; enforceability of the Merger Agreement; the requisite Model N stockholder approval to approve the Merger; required governmental authorizations; non-contravention of applicable law and orders and Model N’s organizational documents and contracts; SEC filings, financial statements and internal controls and procedures; the absence of undisclosed liabilities; the absence of a Company Material Adverse Effect (as defined below); the absence of certain changes to the business of Model N since December 31, 2023; brokers’ fees; employee benefit plans and employee matters; litigation; taxes; compliance with laws; licenses; data privacy and security; environmental matters; intellectual property; compliance with healthcare laws; real property; material contracts; regulatory compliance; insurance coverage; related party transactions; material customers and suppliers and the inapplicability of state takeover laws.

Each of Parent and Merger Sub has made customary representations and warranties to Model N with respect to, among other matters: organization and qualification; corporate existence and power; the enforceability of the Merger Agreement; required governmental authorizations; non-contravention of applicable law and orders and their organizational documents and contracts; litigation; that neither is an “interested stockholder” within the meaning of Section 203 of the DGCL; financial capacity; solvency; operation of Merger Sub; no prior arrangements with Model N; no exclusive arrangement with any debt financing source; and brokers’ fees.

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Some of the representations and warranties in the Merger Agreement made by Model N are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any effect, change, condition, fact, circumstance, development, occurrence or event (each, an “Effect”), that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, operations, results of operations or condition (financial or otherwise) of Model N and its subsidiaries, taken as a whole or (ii) would render Model N unable to consummate the Merger prior to October 4, 2024. However, with respect to clause (i) of the preceding sentence only, in no event would any of the following, alone or in combination, be deemed to constitute, nor will any of the following (including the effect of any of the following) be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect” (provided that in the case of the following bullets (a), (b), (c), (d) and (g), except to the extent that such matters have, or would reasonably be expected to have, a disproportionate adverse effect on Model N and its subsidiaries (taken as a whole) relative to the impact on other companies of a similar size operating in the industries in which Model N and its subsidiaries operate):

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Conduct of Business

The Merger Agreement provides that, during the period from the date of the Merger Agreement until the earlier of the valid termination of the Merger Agreement and the Effective Time (the “Pre-Closing Period”), except (a) as set forth in the confidential disclosure letter of Model N provided to Parent and Merger Sub in connection with the execution of the Merger Agreement, (b) as required by applicable law, (c) expressly required by the Merger Agreement or (d) otherwise with the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), Model N will, and will cause its subsidiaries to:

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

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Notwithstanding the foregoing, nothing in the Merger Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of Model N or its subsidiaries prior to the Effective Time.

No Solicitation

Except as otherwise described below, Model N has agreed that it will not and will cause its subsidiaries and each of its and their respective representatives to not, directly or indirectly:

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“Acquisition Proposal” means any proposal or offer from a third party relating to (a) any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, by any third party, whether from Model N or any other person(s), of fifteen percent (15%) or more of the consolidated assets, revenue or net income of Model N and its subsidiaries, taken as a whole; (b) any direct or indirect purchase or other acquisition, in a single transaction or series of related transactions, by any third party, whether from Model N or any other person(s), of beneficial ownership (or right to acquire beneficial ownership) of securities representing fifteen percent (15%) or more of the combined voting power or economic interests or fifteen percent (15%) or more of any class of Model N capital stock, including pursuant to a tender offer or exchange offer that if consummated would result in any third party acquiring beneficial ownership of fifteen percent (15%) or more of the combined voting power or economic interests or fifteen percent (15%) or more of any class of Model N capital stock; (c) any merger, consolidation, joint venture, business combination, recapitalization, issue of securities, liquidation, amalgamation, reorganization, dividend, dissolution, share exchange or other transaction involving Model N or any of its subsidiaries in which a third party or their shareholders, if consummated, would acquire fifteen percent (15%) or more of the combined voting power or economic interests of Model N or the surviving entity or the resulting direct or indirect parent of Model N or such surviving entity; or (d) any combination of the foregoing.

“Acceptable Confidentiality Agreement” means a confidentiality agreement entered into after the date of the Merger Agreement that contains terms that (a) are no less favorable to Model N in any material respect than those contained in the confidentiality agreement entered into between Model N and Vista (it being understood that such confidentiality agreement need not contain a “standstill” or similar provision) and (b) do not in any way restrict Model N or its representatives from complying with its disclosure obligations under the Merger Agreement.

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Except as otherwise described below, Model N has also agreed that Model N will, and will cause its subsidiaries and each of its and their respective representatives to, (a) immediately cease and cause to be terminated any existing solicitation, encouragement, inquiry, discussion or negotiation with any third party with respect to an Acquisition Proposal or any inquiry, discussion or request that would reasonably be expected to lead to an Acquisition Proposal and (b) take the necessary steps to promptly inform any third parties with whom discussions and negotiations are then occurring with respect to an Acquisition Proposal of Model N’s non-solicitation obligations described above and (c) promptly (and in any event within two (2) business days of the date of the Merger Agreement), request in writing that each such third party that has previously executed a confidentiality or similar agreement promptly return or destroy all confidential information concerning Model N and its subsidiaries provided by Model N or its representatives to such third party or any of its representatives with respect thereto and ensure that no such third party has any continued access to any electronic data room concerning Model N and its subsidiaries.

Further, from the date of the Merger Agreement until the earlier of the Effective Time or the valid termination of the Merger Agreement, Model N will provide Parent with written notice of (a) receipt of an Acquisition Proposal or (b) any request for non-public information or inquiry or any discussions or negotiations are sought to be initiated with, Model N or any of its subsidiaries or representatives in connection with a potential Acquisition Proposal, as promptly as reasonably practicable and in any event within twenty-four (24) hours following receipt. Such notice will indicate the identity of the third party marking the Acquisition Proposal or seeking such information or discussions or negotiations and, in the case of clause (a) of the preceding sentence, such notice will also include the material terms and conditions of the Acquisition Proposal (including, if applicable, unredacted copies of any written documentation constituting the Acquisition Proposal, including proposed Alternative Acquisition Agreements and any related financing commitments). In the event that any such third party modifies its Acquisition Proposal in any material respect, Model N will provide Parent with written notice within twenty-four (24) hours after receipt of such modified Acquisition Proposal of the fact that such Acquisition Proposal has been modified and the terms of such modification or proposed modification (including, if applicable, unredacted copies of any written documentation reflecting such modification or proposed modification) Thereafter, Model N will also keep Parent reasonably informed in all material respects, on a reasonably prompt basis, of any material development with respect to the status of such Acquisition Proposal, including the provision to Parent of any material written materials (including material written correspondence and unredacted copies of any written agreements) received by Model N or its representatives or sent by Model N and its representatives to the party making such Acquisition Proposal.

Notwithstanding the restrictions described above, if at any time prior to the receipt of the requisite Model N stockholders approval, Model N has received a written Acquisition Proposal from any third party after the date of the Merger Agreement that did not result from a breach of the non-solicitation provisions of the Merger Agreement which are described in this subsection “—No Solicitation” and that is not withdrawn, and the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors, that the Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below) and that the failure to take the actions described in clause (a) and (b) below would be inconsistent with its fiduciary duties under applicable law, then Model N and its representatives may, subject to the execution of an Acceptable Confidentiality Agreement (a) furnish non-public information, and afford access to the books, records and other non-public information of Model N and its subsidiaries and their employees to such third party and (b) engage in discussions and negotiations with such third party; provided, that any non-public information concerning Model N and its subsidiaries made available to any third party shall, to the extent not previously made available to Parent, be made available to Parent prior to, or substantially concurrently with it being made available to such third party.

Model N has also agreed that any violation of the non-solicitation provisions of the Merger Agreement by any of its director, officer or subsidiaries or any representatives acting on Model N’s behalf will be deemed to be a breach by Model N of these provisions.

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“Superior Proposal” means a bona fide written Acquisition Proposal (except the references therein to “fifteen percent (15%)” shall be replaced by “fifty percent (50%)”) made by a third party and which did not result from a breach of Model N’s obligations pursuant to the non-solicitation provisions of the Merger Agreement which are described in this subsection “—No Solicitation,” which the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors (taking into account the conditionality, timing and certainty of closing, financing, legal and regulatory aspects of such Acquisition Proposal, the likelihood that such Acquisition Proposal will be consummated in accordance with its terms, the identity of the person making such Acquisition Proposal, and such other factors as the Board of Directors considers to be appropriate and taking into account any changes to the terms of the Merger Agreement made or proposed by Parent to Model N in response to such Acquisition Proposal pursuant to the Merger Agreement is more favorable from a financial point of view to Model N’s stockholders than the Transactions.

The Board of Directors’ Recommendation; Company Board Recommendation Change Subject to the provisions described below, the Board of Directors will recommend that Model N stockholders adopt the Merger Agreement and approve the Merger which we refer to as the “Model N Board Recommendation.” Model N agreed that the Board of Directors will not: (a) withhold, withdraw, modify in a manner adverse to Parent, the Model N Board Recommendation, or publicly propose to do any of the foregoing; (b) fail to include the Model N Board Recommendation in the Proxy Statement or fail to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement made on Schedule 14D-9 within ten (10) business days after the commencement of a tender offer providing for such Acquisition Proposal; (c) authorize, adopt, approve or recommend or otherwise declare advisable (publicly or otherwise) any Acquisition Proposal or publicly propose to do any of the foregoing; (d) following receipt of an Acquisition Proposal, fail to reaffirm publicly the Model N Board Recommendation within ten (10) business days after Parent requests in writing that the Model N Board Recommendation be reaffirmed publicly, provided that Parent may only request two (2) reaffirmations with respect to each such individual Acquisition Proposal (provided that any Acquisition Proposal that is modified in any material respect will be considered a new and separate Acquisition Proposal), (e) make any recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act (any of the actions described in clauses (a) through (e), an “Adverse Recommendation Change”) or (f) authorize, cause or permit Model N to enter into any Alternative Acquisition Agreement.

Notwithstanding the foregoing restrictions or anything to the contrary set forth in the Merger Agreement, at any time prior to the receipt of the requisite Model N stockholder approval, in response to the receipt of a Superior Proposal that did not result from a breach of the non-solicitation provisions of the Merger Agreement, the Board of Directors is permitted to effect an Adverse Recommendation Change and/or to terminate the Merger Agreement to concurrently enter into a definitive Alternative Acquisition Agreement with respect to such Superior Proposal, if, in each case, all of the following conditions are met:

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Following delivery of a Notice of Adverse Recommendation Change in the case of a Superior Proposal, in the event that such Superior Proposal is thereafter modified in any material respect (including any modification to the financial terms), Model N must provide written notice of and the material terms with respect to such modified Superior Proposal to Parent and shall again comply with the procedures described above and provide Parent with an additional two (2) business days’ notice prior to effecting any Adverse Recommendation Change or effecting a termination of the Merger Agreement.

Notwithstanding the foregoing restrictions or anything to the contrary set forth in the Merger Agreement, at any time prior to the receipt of the requisite Model N stockholder approval, in response to an Intervening Event (as defined below), the Board of Directors is permitted to effect an Adverse Recommendation Change if all of the following conditions are met:

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Following delivery of a Notice of Intervening Event, if such Intervening Event thereafter changes in any material respect or another Intervening Event occurs, the Company shall provide written notice of such modified or other Intervening Event to Parent and shall again comply with the procedures described above and provide Parent with an additional two (2) business days’ notice prior to effecting any Adverse Recommendation Change.

“Intervening Event” means any effect, change, condition, fact, circumstance, development, occurrence or event that, individually or in the aggregate, is material to Model N and its subsidiaries, taken as a whole, that is not known to nor reasonably foreseeable by the Board of Directors as of the date of the Merger Agreement, and that becomes known to or by the Board of Directors after the execution of the Merger Agreement and prior to adoption of the Merger Agreement by the requisite Model N stockholder approval; provided that the following will not constitute or be taken into account in determining the existence of an Intervening Event: (a) the fact alone that Model N meets or exceeds any internal or published forecasts, projections, estimates or expectations of its revenue, earnings or other financial performance or results of operations for any period, or any changes alone after the date of the Merger Agreement in the market price or trading volume of shares of Model N common stock (it being understood that the underlying cause of any of the foregoing in this clause (a) may be considered and taken into account), or (b) any Acquisition Proposal or any inquiry, offer, or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal.

Antitrust Filings

Each of Parent and Merger Sub, on the one hand, and Model N, on the other hand, has agreed to file (a) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) a notification and report form relating to the Merger Agreement and the Transactions (the “HSR Filings”) as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as promptly as practicable after the date of the Merger Agreement.

Each of Parent and Model N has agreed to (a) cooperate and coordinate with the other in the making of the HSR Filings, (b) supply the other with any information and documentary material that may be required in order to make the HSR Filings, (c) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or any foreign governmental authority responsible for the enforcement of any foreign antitrust law, (d) cooperate with each other and use their respective reasonable best efforts to contest and resist any legal proceeding and to have vacated, lifted, reversed or overturned any order that may result from these legal proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, and (e) use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any antitrust laws, including (i) proffering and consenting and/or agreeing to the sale, divestiture, licensing or other disposition, or the holding separate, of particular assets, categories of assets or portions of any business of Model N or any of its subsidiaries, (ii) promptly effecting the disposition, licensing or holding separate of particular assets, categories of assets or portions of any business of Model N or any of its subsidiaries and (iii) agreeing to limitations on the conduct or actions of Parent and/or its affiliates (including the Surviving Corporation and its subsidiaries) with respect to any particular assets, categories of assets or portions of any business of Model N or any of its subsidiaries, in each case, as may be required in order to enable the consummation of the Transactions, including the Offer and the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) (the actions referred to in clauses (i), (ii) and (iii), “Remedy Actions”).

Notwithstanding the foregoing, neither Parent nor any of its affiliates will be required to proffer, consent to or agree to or effect any Remedy Action (x) with respect to any assets, categories of assets or portions of any business of Model N or any of its subsidiaries if, in each case, the Remedy Action would, individually or in the aggregate, reasonably be expected to (i) be material to the business, assets or financial condition of Model N and its subsidiaries, taken as a whole, or (ii) be materially detrimental to the benefits Parent and its affiliates expect as a result of the Offer or the Merger, or (y) with respect to any assets, categories of assets or portions of any

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business of Parent or any of its affiliates (the effects referred to in clauses (x) and (y), a “Burdensome Condition”) and Parent shall not be obligated to obtain “prior approval” or other affirmative approval from a governmental authority to carry out any future transaction, and shall not be required to agree to make any notification or provide prior notice to any governmental authority regarding any proposed transaction.

Further, in no event will Parent, Model N or their respective affiliates be required to (and Model N and its subsidiaries will not, without the prior written consent of Parent) proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon the Merger; however, if so requested by Parent, Model N will agree to take any such Remedy Action that is conditioned upon the Merger. Neither party will extend any waiting period under the HSR Act (by pull and refile or otherwise) or enter into any agreement with the FTC, the DOJ or any other governmental authority not to consummate the Transactions without the consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed).

Each of Parent and Merger Sub, on the one hand, and Model N, on the other hand, has agreed to promptly inform the other of any substantive communication from any governmental authority regarding any of the Transactions in connection with any filings or investigations with, by or before any governmental authority relating to the Merger Agreement or the Transactions, including any proceedings initiated by a private party. If any party to the Merger Agreement or an affiliate thereof receives a request for additional information or documentary material from any governmental authority with respect to the Transactions pursuant to the HSR Act or any other antitrust law with respect to which any filings have been made, then such party will use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with the foregoing, to the extent reasonably practicable and unless prohibited by applicable law or by the applicable governmental authority, the parties have also agreed to (a) give the other party reasonable advance notice of and the opportunity to participate in substantive meetings and conference calls with any governmental authority relating to the Offer or the Merger, (b) keep the other party reasonably apprised of any substantive oral communications with any governmental authority in respect of the Offer or the Merger, (c) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other substantive written communications explaining or defending the Offer or the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any governmental authority, (d) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantive written communications to or from any governmental authority relating to the Offer or the Merger, (e) provide each other with copies of all substantive written communications to or from any governmental authority relating to the Offer or the Merger and (f) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the Antitrust Clearance Condition, the No Legal Restraint Condition (solely in respect of any antitrust law) and the No Antitrust Proceedings Condition (each as defined in Section 15—“Conditions to the Offer”) and the condition to the Merger relating to the absence of legal prohibitions.

Parent has agreed that neither it nor Merger Sub nor any of their controlled affiliates will, after the date of the Merger Agreement, acquire or agree to acquire any rights, business, person or division thereof (by way of license, merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) or enter into or agree to enter into any joint venture, collaboration, or other similar arrangement, in each case that would reasonably be expected to prevent, materially delay or materially impair Parent’s ability to obtain the approval of any governmental authority under any antitrust laws or the expiration or termination of any applicable waiting period with respect to the Transactions.

Stockholders’ Meeting

Model N has agreed to use reasonable best efforts to (in accordance with applicable law, NYSE rules and Model N’s organizational documents) to establish a record date for, duly call, give notice of, convene and hold

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the Company Stockholders’ Meeting as promptly as reasonably practicable (and in no event later than the fortieth (40th) day) following the mailing of this proxy statement for the purpose of voting upon the adoption of the Merger Agreement and the approval of the Merger.

Public Statements and Disclosure

Each of Model N and Parent has agreed that the Company, Parent and Merger Sub shall consult with each other before issuing any public release or public announcement with respect to the Merger Agreement or the Transactions and none of the parties or their affiliates will issue any such press release or public announcement prior to obtaining the other parties’ consent (which consent will not be unreasonably withheld or delayed), subject to certain exceptions, including among others, except as required by applicable law or applicable stock exchange rules or regulations or any listing agreement, in which case the party required to make the release or announcement will use its reasonable best efforts to consult with the other party, and give good faith consideration to any input received, prior to the time such disclosure is so required to be issued.

Directors’ and Officers’ Indemnification and Insurance

The Merger Agreement provides for certain indemnification, expense advancement and exculpation rights from and after the Effective Time in favor of Model N’s each present and former director, officer and employee of Model N and its subsidiaries (a “D&O Indemnitee”) with respect to matters existing or occurring at or prior to the Effective Time. In addition, Parent has agreed to cause the Surviving Corporation, (a) to maintain for a period of not less than six (6) years from the Effective Time provisions in the respective certificates of incorporation, bylaws and other organizational documents of Model N and its subsidiaries concerning the indemnification and exoneration (including provisions relating to expense advancement) of the D&O Indemnitees that are no less favorable to those persons than the provisions of applicable law and the certificates of incorporation, bylaws, indemnification agreements, and other organizational documents of Model N and the subsidiaries, as applicable, in each case, as of the date of the Merger Agreement and (b) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of D&O Indemnitee thereunder, in each case, except as required by applicable law.

The Merger Agreement also provides that, for a period of six (6) years from the Effective Time, Parent will cause the Surviving Corporation to maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the directors’ and officers’ liability insurance policies of Model N and its subsidiaries on terms not less favorable than the terms of such current insurance coverage. Alternatively, in lieu of maintaining such insurance for a period of six (6) years, Model N may, or Parent may cause the Surviving Corporation to, cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing a prepaid, non-cancelable six (6)-year “tail” policy (containing terms not less favorable than the terms of such current insurance coverage) with respect to matters existing or occurring at or prior to the Effective Time (a “Tail Policy”). In no event will Parent or the Surviving Corporation be required to expend for such policies an aggregate or total premium amount in excess of 350% of the amount per annum Model N paid for such coverage in its last full fiscal year (the “Maximum Premium”). If no such Tail Policy is available for less than the Maximum Premium, then Model N or the Surviving Corporation may obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium from an insurance carrier with the same or better credit rating as Model N’s directors’ and officers’ liability insurance carrier on the date of the Merger Agreement.

Stockholder Litigation

Model N has agreed to provide Parent’s counsel with prompt notice (email being sufficient) of, and copies of all pleading and correspondence relating to, and keep Parent reasonably informed on a current basis regarding, any stockholder litigation or similar proceeding against the Company or its directors or officers relating to the Transactions (the “Merger Litigation”). In addition, Parent has (a) the right to review and comment on all filings

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or responses in connection with the Merger Litigation (and Model N will in good faith take such comments into account) and (b) the opportunity to participate, at its expense, in the defense or settlement of any such Merger Litigation, and Model N will not settle, or offer to settle, any such Merger Litigation without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed).

Convertible Notes

Model N and Parent have agreed to, prior to the Effective Time, deliver any notices (including with respect to holders’ rights to require repurchase or conversion of the Convertible Notes) and take all necessary actions that may be required by the Indentures.

If any Convertible Notes remain outstanding as of the Effective Time, Model N has agreed to (a) execute and deliver to the Trustee supplemental indentures to the Indentures, as and to the extent required by Indentures, including, without limitation, as a result of the Transactions constituting a “Fundamental Change” or “Make-Whole Fundamental Change” (as such terms are defined in the Indentures) and to provide that on and after the Effective Time, each holder of Convertible Notes shall have the right to convert such Convertible Notes into the Merger Consideration in accordance with, and subject to, the provisions of the Indentures governing the conversion of the Convertible Notes, (b) cause to be executed and delivered to the Trustee an officer’s certificate and an opinion of counsel and any other related documentation required by the Indentures in connection with such supplemental indentures, and (c) take any other actions reasonably requested by Parent in connection with the Transactions to the extent such actions are required in order to effect any repurchases or conversions of the Convertible Notes in accordance with the Indentures following the Effective Time.

In addition, Model N has agreed to, and to cause its subsidiaries to, use commercially reasonable efforts to cause their respective representatives to, cooperate with Parent in connection with the fulfillment of Model N’s obligations under the terms of the Convertible Notes and the Indentures at any time after the date of the Merger Agreement as reasonably requested by Parent.

Employee Matters

For a period of one year following the Effective Time (or, if earlier, the date of the Continuing Employee’s termination), Parent has agreed to provide each Model N employee who continues employment following the Effective Time (a “Continuing Employee”) with: (a) (i) a base salary or base wage rate, and (ii) target annual cash incentive compensation opportunities and commission opportunities, each of which are, on an individual basis, substantially comparable to those provided to such Continuing Employees as of immediately prior to the Effective Time (excluding for purposes of this clause (a) any transaction, change of control, or retention bonuses, any nonqualified deferred compensation arrangements, severance and equity or equity-based compensation granted to such Continuing Employee prior to the Closing), and (b) health and welfare benefits (excluding retiree medical or other post-employment welfare benefits) that are substantially comparable in the aggregate to those provided by Model N to such Continuing Employee as of immediately prior to the execution of the Merger Agreement.

Debt Financing

Prior to the Effective Time, subject to the limitations set forth in the Merger Agreement, each of Model N and its subsidiaries will use its reasonable best efforts to, and will use its reasonable best efforts to cause its respective officers, employees and other representatives with appropriate seniority and expertise to, provide cooperation reasonably requested by Parent and Merger Sub, at Parent’s sole cost and expense, in connection with any debt financing arrangements of Parent or Merger Sub in connection with the Transactions (the “Debt Financing”). Model N’s obligations include, but are not limited to, reasonably cooperating with the marketing and due diligence efforts for any of the Debt Financing, providing reasonable assistance with the timely preparation of documents required in connection with or proper for the Debt Financing and facilitating the

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granting of a security interest in and pledging of collateral, in each case, subject to the limitations set forth in the Merger Agreement.

The Merger Agreement does not require Model N or any of its subsidiaries to, in connection with the Debt Financing, (a) waive or amend any terms of the Merger Agreement, pay any commitment fee or similar fee or agree to pay any other fees or reimburse any expenses or otherwise issue or provide any indemnities prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent; (b) enter into, approve, modify or perform any definitive agreement or commitment or distribute any cash (except to the extent subject to concurrent reimbursement by Parent) that will be effective prior to the Closing; (c) incur any liability or give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time; (d) take any action that, in the good faith determination of Model N, would unreasonably interfere with its conduct of the business; (e) provide any information that is not reasonably available to Model N, (f) prepare separate financial statements for any of Model N or its subsidiaries to the extent not customarily prepared by Model N and its subsidiaries and to the extent such preparation would be unduly burdensome or change any fiscal period; (g) adopt any resolutions, execute any consents or otherwise take any corporate or similar action that will be effective prior to the Closing; or (h) provide any legal opinion.

Obtaining the Debt Financing is not a condition to the Closing. If the Debt Financing has not been obtained, Parent and Merger Sub will continue to be obligated, subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, to consummate the Merger.

Conditions to the Merger

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

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

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

Termination

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

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Effect of Termination

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

“Willful Breach” means a deliberate act or a deliberate failure to act, taken or not taken with actual knowledge that such act or failure to act would, or would reasonably be expected to, result in or constitute a material breach, regardless of whether breaching was the object of the act or failure to act.

Termination Fee

Model N has agreed to pay Parent a termination fee of $43,167,695 (the “Termination Fee”) in the event that:

Model N will pay the Termination Fee prior to or concurrently with the earlier of the entry into a definitive agreement relating to an Acquisition Proposal and the consummation of an Acquisition Proposal. For purposes of determining whether the Termination Fee is payable in this instance, the references to “fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%).”

The Termination Fee is also payable by Model N in the event that:

Parent’s right to receive the Model N Termination Fee (and, in respect of any overdue payment, if applicable, (a) reimbursement of Parent’s expenses (including disbursements and fees of counsel) incurred in the successful collection of such overdue amount, including in connection with any related legal proceedings and (b) interest payments) shall, in circumstances in which the Termination Fee is owed or payable in accordance with the Merger Agreement, constitute the sole and exclusive remedy of Parent and Merger Sub against the Company Parties (as defined below) for any breach, loss or damage suffered as a result of or arising out of or relating to the failure of the Transactions to be consummated or for a breach or failure to perform thereunder or

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otherwise (except for (x) the rights or remedies of Parent or Merger Sub under the equitable remedy provisions described in “—Specific Performance” below and (y)  fraud or any Willful Breach but subject to limitation of liability as described in “—Limitations of Liability” below).

Specific Performance

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

Limitations of Liability

The maximum aggregate liability for monetary damages of the Parent Parties for breaches under the Merger Agreement, the Limited Guaranty or the Equity Commitment Letter will not exceed $86,335,390 in the aggregate. The maximum aggregate liability for monetary damages of the Company Parties for breaches under the Merger Agreement will not exceed $86,335,390 in the aggregate. Notwithstanding such limitations of liability, Parent, Merger Sub and Model N will be entitled to an injunction, specific performance or other equitable relief as provided in the Merger Agreement.

“Parent Parties” means (a) Parent, (b) Merger Sub, (c) Vista Equity Partners Fund and (d) any of Parent’s, Merger Sub’s or Vista Equity Partners Fund’s former, current and future affiliates, assignees, stockholders, limited partners, controlling persons, directors, officers, employees, agents, attorneys and other representatives.

“Company Parties” means (a) Model N and (b) any of Model N’s former, current and future affiliates, assignees, stockholders, controlling persons, directors, officers, employees, agents, attorneys and other representatives.

Fees and Expenses

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

Governing Law

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

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MARKET PRICES AND DIVIDEND DATA

Our common stock is listed on NYSE under the symbol “MODN.” As of the Record Date, there were 39,422,997 shares of our common stock outstanding. We have never declared or paid any cash dividends on our common stock.

On May 14, 2024, the date prior to the date we first mailed this proxy statement to our stockholders, the closing price for our common stock on NYSE was $29.76 per share. You are encouraged to obtain current market quotations for our common stock.

Following the Merger, our common stock will no longer be publicly traded and will be delisted from NYSE and deregistered under the Exchange Act, each in accordance with applicable law, rules and regulation. As a result, following the Merger, we will no longer file periodic reports with the SEC on account of Model N common stock and you will no longer have any interest in Model N’s future earnings or growth.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of shares of our common stock as of May 8, 2024 by:

The percentages in the columns entitled “Shares Beneficially Owned” are based on a total of 39,422,997 shares of our common stock outstanding as of May 8, 2024.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares of our common stock. Restricted stock units that are scheduled to vest during the 60-day period following May 8, 2024 are considered outstanding and beneficially owned by the person holding the restricted stock units for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise set forth below, the address of the beneficial owner is c/o Model N, Inc., 777 Mariners Island Boulevard, Suite 300, San Mateo, California 94404.

Beneficial ownership representing less than one percent of our outstanding common stock is denoted with an “*.”