MDLA Medallia Inc

You are cordially invited to attend a special meeting of stockholders (which we refer to as the “special meeting”) of Medallia, Inc. (which we refer to as “Medallia”). The special meeting will be held on [•], [•], 2021, at [•], Pacific time. You may attend the special meeting via a live interactive webcast on the internet at http://www.virtualshareholdermeeting.com/MDLA2021SM. You will be able to listen to the special meeting live and vote online. We elected to use a virtual meeting given the current public health implications of COVID-19 and our desire to promote the health and welfare of our stockholders, as well as our positive experiences with virtual meetings.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated July 25, 2021 (which we refer to as the “merger agreement”), between Project Metal Parent, LLC (which we refer to as “Parent”), Project Metal Merger Sub, Inc. (which we refer to as “Merger Sub”) and Medallia. Parent and Merger Sub are affiliates of Thoma Bravo, L.P. (which we refer to as “Thoma Bravo”), one of the largest and most experienced global private equity firms. We refer to the merger of Merger Sub (a wholly owned subsidiary of Parent) with and into Medallia as the “merger.” At the special meeting, you will also be asked to consider and vote on (1) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Medallia to its named executive officers in connection with the merger; and (2) a proposal for the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $34.00 in cash, without interest and subject to any applicable withholding taxes, for each share of our common stock that you own (unless you have properly exercised your appraisal rights). This amount constitutes (1) a premium of approximately 20 percent to the closing price of our common stock on June 10, 2021, which was the last full trading day before public speculation that Medallia was pursuing a sale; and (2) a premium of approximately 29 percent to Medallia’s unaffected 30-day price average.

Medallia’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of Medallia and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Medallia’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Medallia to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of Medallia’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy

electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

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

On behalf of Medallia’s Board of Directors, thank you for your support.

The accompanying proxy statement is dated [•], and, together with the enclosed form of proxy card, is first being sent on or about [•].

special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

Even if you plan to attend the special meeting, we encourage you to submit your proxy as promptly as possible: (1) over the internet; (2) by telephone; or (3) by signing and dating the enclosed proxy card (a prepaid reply envelope is provided for your convenience). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

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 special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the merger. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. Our stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference in this proxy statement, including: (1) the information contained under this caption; and (2) information in our most recent filings on Form 10-K and Form 10-Q, including the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Our stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

We will hold the special meeting on [•], [•], 2021, at [•] a.m., Pacific time. You may attend the special meeting via a live interactive webcast on the internet at http://www.virtualshareholdermeeting.com/MDLA2021SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We elected to use a virtual meeting given the current public health implications of COVID-19 and our desire to promote the health and welfare of our stockholders, as well as our positive experiences with virtual meetings.

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; and (3) adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The special meeting will begin at [•] a.m., Pacific time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at http://www.virtualshareholdermeeting.com/MDLA2021SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, shareholders may submit questions, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

Only our stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available at our corporate offices located at 575 Market Street, Suite 1850, San Francisco, California 94105, during regular business hours for a period of no less than 10 days before the special meeting and at the place of the special meeting during the meeting.

As of the record date, there were [•] shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock outstanding as of the close of business on the record date is entitled to one vote per share on each matter submitted for a vote at the special meeting.

The holders of a majority of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and shares of our common stock outstanding as of the record date. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; and (3) “AGAINST” any proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; or (2) the proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

As of the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [•] shares of our common stock, representing approximately [•] percent of the shares of our common stock outstanding as of the record date. Our directors and executive officers have informed us that they intend to vote all of their shares of our common stock: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. All of these individuals are contractually obligated to vote in favor of the adoption of the merger agreement. For more information, please see the section of this proxy statement captioned “The Merger—The Voting Agreements.”

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. 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 proxy, the proxy holders will vote your shares according to your direction.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies received will, if received before the special meeting, be voted at the special 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” adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposals (1) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; or (2) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

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 special meeting by:

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

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

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

The Medallia Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Medallia Board and Reasons for the Merger,” has unanimously: (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of Medallia and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The Medallia Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In addition to the proposals to (1) adopt the merger agreement and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger, our stockholders are also being asked to approve a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. If a quorum is not present, the chairperson of the special meeting or the stockholders entitled to vote at the special meeting, present in person or represented by proxy, may adjourn the special meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson may also adjourn the meeting to another place, date or time, even if a quorum is present. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

The expense of soliciting proxies will be borne by Medallia. We have retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $45,000, plus reasonable out-of-pocket expenses. We will indemnify this firm 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 or over the internet. No additional compensation will be paid for such services.

We currently expect to complete the merger in 2021. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

If the merger is consummated, our stockholders who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold their shares through the effective time of the merger; (3) properly perfect appraisal of their shares; (4) meet certain other conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL. This means that such stockholders will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each stockholder seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

Only a stockholder of record may submit a demand for appraisal. To exercise appraisal rights, the stockholder of record must (1) submit a written demand for appraisal to Medallia before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold the subject shares of our common stock of record through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Medallia unless certain conditions are satisfied by the stockholders seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, a copy of which is attached as Annex B to this proxy statement. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

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

This proxy statement is available on the “Investor Relations” section of our website located at https://investor.medallia.com.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card upon request. If you wish to receive a separate set of our disclosure documents at this time, please notify us by sending a written request to Investor Relations, Medallia, Inc., 575 Market Street, Suite 1850, San Francisco, California 94105 or by telephone at (650) 321-3000.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of our disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact our Corporate Secretary using the contact method above, if you hold registered shares.

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor at:

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Medallia is the pioneer and market leader in customer, employee, citizen and patient experience. The company’s award-winning SaaS platform, Medallia Experience Cloud, is becoming the experience system of record that makes all other applications customer and employee aware. The platform captures billions of experience signals across interactions including all voice, video, digital, IOT, social media and corporate messaging tools. Medallia uses proprietary artificial intelligence and machine learning technology to automatically reveal predictive insights that drive powerful business actions and outcomes. Medallia customers reduce churn, turn detractors into promoters and buyers, create in-the-moment cross-sell and up-sell opportunities and drive revenue-impacting business decisions, providing clear and potent returns on investment.

Our common stock is listed on the NYSE under the symbol “MDLA.”

Parent was formed on July 22, 2021, solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Merger Sub is a wholly owned subsidiary of Parent and was formed on July 22, 2021, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and Medallia will continue as the surviving corporation.

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Medallia; (2) the separate existence of Merger Sub will cease; and (3) Medallia will continue as the surviving corporation in the merger and a wholly owned subsidiary of Parent.

As a result of the merger, Medallia will cease to be a publicly traded company, our common stock will be delisted from the NYSE and deregistered under the Exchange Act and Medallia will no longer file periodic reports with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as we, Parent and Merger Sub may agree and specify in such certificate of merger).

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, (1) Medallia will remain an independent public company; (2) our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (1) our management will continue to operate the business as it is currently being operated; and (2) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Medallia operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, the price of our common stock may decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our common stock. If the merger is not completed, the Medallia Board will continue to evaluate and review, among other things, Medallia’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Medallia’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the transaction is terminated, Medallia has agreed to pay Parent (or its designee) the applicable termination fee.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger:

At or prior to the closing of the merger, a sufficient amount of cash will be deposited with a designated payment agent to pay the aggregate per share price. Once a stockholder has provided the payment agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message with respect to book-entry shares, appropriate letter of transmittal and other items specified by the payment agent, then the payment agent will pay the stockholder the appropriate portion of the aggregate per share price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of our stockholders will have the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as a Medallia

stockholder (except that our stockholders who properly and validly exercise and perfect, and do not validly withdraw or subsequently lose, their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described in the section of this proxy statement captioned “—Appraisal Rights”).

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Medallia Board, the Strategic Committee (as defined below), our representatives, and other parties. Other than as described below and for contacts in the ordinary course of our business, there have been no material contacts between Medallia and Thoma Bravo in the two years preceding the signing of the Merger Agreement.

The Medallia Board regularly evaluates our strategic direction and ongoing business plans with a view toward strengthening our business and enhancing stockholder value. As part of this evaluation, the Medallia Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, our current business plan, with Medallia remaining an independent entity; (2) the investment in, and development of, new products and services; (3) capital raising activities; (4) potential expansion opportunities through acquisitions, partnerships or other commercial relationships; and (5) business combinations, acquisitions and other financial and strategic alternatives, including the sale of Medallia.

Since completing its initial public offering in July 2019, Medallia’s stock price has exhibited significant volatility. This volatility was often associated with investor concerns related to (1) the nature of Medallia’s operating results, which reflect quarter-over-quarter fluctuations in Medallia’s bookings; and (2) Medallia’s ability to grow at a consistent rate. Given our customer concentration in the hospitality sector, Medallia’s business was also significantly impacted during the first half of 2020 due to the COVID-19 pandemic.

On April 7, 2021, a representative of a financial acquirer (which we refer to as “Financial A”) contacted Leslie Stretch, our president and chief executive officer, regarding Financial A’s interest in exploring a potential acquisition of Medallia. Financial A did not propose specific terms of an acquisition at this time. Mr. Stretch was familiar with Financial A, but had not previously discussed an acquisition of Medallia with Financial A.

On April 11, 2021, a representative of Thoma Bravo contacted Mr. Stretch regarding Thoma Bravo’s interest in exploring a potential acquisition of Medallia. Thoma Bravo did not propose specific terms of an acquisition at this time. Mr. Stretch was familiar with Thoma Bravo, but had not previously discussed an acquisition of Medallia with Thoma Bravo.

On April 13, 2021, Mr. Stretch and the representative of Thoma Bravo spoke about Medallia generally and Thoma Bravo’s interest in exploring a potential acquisition of Medallia. Mr. Stretch informed this representative that he would discuss Thoma Bravo’s interest with the Medallia Board.

Also on April 13, 2021, Mr. Stretch and representatives of Financial A spoke about Medallia generally and Financial A’s interest in exploring a potential acquisition of Medallia. Mr. Stretch informed these representatives that he would discuss Financial A’s interest with the Medallia Board.

Following these discussions with Thoma Bravo and Financial A, Mr. Stretch spoke with members of the Medallia Board and informed them of the communications from, and discussions with, Thoma Bravo and Financial A. In addition, prior to the meeting of the Medallia Board on May 5, 2021, that is described below, Mr. Stretch regularly spoke with the members of the Medallia Board regarding these and subsequent communications.

On April 19, 2021, Mr. Stretch and the representative of Thoma Bravo spoke again about Thoma Bravo’s interest in exploring a potential acquisition of Medallia. Mr. Stretch again informed this representative that he would discuss Thoma Bravo’s interest with the Medallia Board.

On April 23, 2021, Mr. Stretch and Roxanne Oulman, our executive vice president and chief financial officer, spoke with representatives of Morgan Stanley about the communications from Financial A and Thoma Bravo. During this conversation, the parties also discussed, in general terms, (1) the nature of the strategic alternatives that could be available to Medallia should it elect to pursue a strategic review process; (2) the broad outlines of a process that Medallia might engage in to evaluate its strategic alternatives; (3) and the possibility

that Morgan Stanley could serve as our financial advisor in connection with a review of strategic alternatives. Morgan Stanley is well known to Medallia and Medallia management given Morgan Stanley’s qualifications, extensive expertise, international reputation, knowledge of the industry in which Medallia operates and experience in advising software companies in connection with potential strategic transactions.

On May 3, 2021, a representative of a financial acquirer (which we refer to as “Financial B”) contacted Mr. Stretch regarding Financial B’s interest in exploring a potential acquisition of Medallia. Mr. Stretch was familiar with Financial B, but had not previously discussed an acquisition of Medallia with Financial B.

On May 5, 2021, Mr. Stretch updated the Medallia Board about the communications from, and discussions with, Thoma Bravo, Financial A and Financial B. Mr. Stretch expressed his view that it would be appropriate to better understand the nature of each firm’s interest in an acquisition of Medallia. It was the consensus of the Medallia Board to allow Mr. Stretch to share limited diligence information with Thoma Bravo, Financial A and Financial B.

On May 7, 2021, Mr. Stretch and Ms. Oulman met with representatives of Thoma Bravo to discuss Medallia and its business. During this meeting, Mr. Stretch and Ms. Oulman provided their preliminary views on our financial and operating results for our fiscal first quarter.

On May 9, 2021, Mr. Stretch and certain members of the Medallia Board met informally with representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation, outside counsel to Medallia (which we refer to as “Wilson Sonsini”). Those present discussed the acquisition interest expressed by Financial A, Thoma Bravo and Financial B.

On May 11, 2021, Mr. Stretch and a representative of Financial B spoke about Medallia generally and Financial B’s interest in exploring a potential acquisition of Medallia. Mr. Stretch informed this representative that he would discuss Financial B’s interest with the Medallia Board.

On May 12, 2021, Ms. Oulman met with representatives of Thoma Bravo to discuss financial due diligence matters.

On May 17, 2021, Mr. Stretch and Ms. Oulman met with representatives of Financial B to discuss Medallia and its business. During this meeting, Mr. Stretch and Ms. Oulman provided their preliminary views on our financial and operating results for our fiscal first quarter.

Also on May 17, 2021, Mr. Stretch and Ms. Oulman met with representatives of Thoma Bravo to further discuss Medallia and its business.

On May 18, 2021, Mr. Stretch and Ms. Oulman met with representatives of Financial A to discuss Medallia and its business. During this meeting, Mr. Stretch and Ms. Oulman provided their preliminary views on our financial and operating results for our fiscal first quarter.

On May 20, 2021, Mr. Stretch and a representative of Thoma Bravo spoke about Thoma Bravo’s continued interest in acquiring Medallia. After this discussion, Thoma Bravo submitted a preliminary, nonbinding written indication of interest to acquire Medallia in an all-cash transaction for $30.00 per share of our common stock.

Later on May 20, 2021, the Medallia Board met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the members of the Medallia Board their fiduciary duties. The representatives of Morgan Stanley discussed the major strategic alternatives available to Medallia, including (1) the continuation of our current business plan with Medallia remaining as an independent company; and (2) a sale of Medallia. As part of this discussion, the representatives of Morgan Stanley provided Morgan Stanley’s preliminary view as to the most likely potential strategic and financial acquirers of Medallia based on (1) Morgan Stanley’s judgment and experience; (2) the strategic fit of Medallia with each potential acquirer; and (3) the ability and likelihood of each potential acquirer to engage in, and consummate, an acquisition of Medallia. After considering our near- and long-term prospects as an independent company, as well as (1) the terms of the preliminary, nonbinding written indication of interest from Thoma Bravo and (2) the acquisition interest expressed by Financial A and Financial B, the Medallia Board was of the view that a sale of Medallia in the near term could be in the best interests of Medallia and our stockholders. As a result, the Medallia Board determined to commence a process to explore our strategic alternatives, including a possible sale of Medallia. To assist in the review of strategic alternatives, the Medallia Board established a strategic committee (which we refer to as the “Strategic Committee”). The Strategic

Committee was formed in light of (1) the potentially significant workload that could be involved in evaluating strategic alternatives; (2) the possibility that Medallia management may need feedback and direction on relatively short notice; and (3) the benefits and convenience of having a subset of directors oversee and direct the process of considering strategic alternatives. The Medallia Board authorized and instructed the Strategic Committee, among other things, to (1) oversee and provide assistance to Medallia management and our advisers with respect to the exploration, evaluation, consideration, review and negotiation of the terms and conditions of any strategic alternative, including any sale of Medallia; (2) take such other actions with respect to any strategic alternative as the Strategic Committee deemed necessary, appropriate or advisable; and (3) recommend to the Medallia Board what action, if any, should be taken by Medallia with respect to any such transaction. The Medallia Board retained the power and authority to approve the final decision on pursuing a strategic alternative, including a sale of Medallia. It was also understood that the Medallia Board would continue to have an active role in the consideration of strategic alternatives. The Medallia Board appointed Robert Bernshtyn, Mitchell K. Dauerman and Douglas M. Leone as the members of the Strategic Committee. The Medallia Board did not provide for the payment of any compensation to the members of the Strategic Committee in consideration of their service on the committee. Finally, the Medallia Board authorized the retention of a financial adviser to assist us with a review of strategic alternatives, and delegated authority to the Strategic Committee to select and retain this financial advisor.

Also on May 20, 2021, Mr. Stretch spoke with a representative of Financial B to discuss Medallia and its business.

On May 21, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley discussed potential strategic and financial acquirers that, in Morgan Stanley’s view, were the most likely to have an interest in an acquisition of Medallia based on (1) Morgan Stanley’s judgment and experience; (2) the strategic fit of Medallia with each potential acquirer; and (3) the ability and likelihood of each potential acquirer to engage in, and consummate, an acquisition of Medallia. The Strategic Committee determined to undertake the exploration of strategic alternatives through a targeted, private process focused on the strategic and financial buyers identified by Morgan Stanley (and agreed to by the Strategic Committee) as the most likely to have an interest in acquiring Medallia. The Strategic Committee believed that a targeted, private process had the greatest potential to minimize the risk of unwanted public disclosure and speculation that Medallia was pursuing a sale. The Strategic Committee further believed that any public disclosure and speculation concerning our future would be harmful to our business and competitive position, as well as to our relationships with our employees, customers and prospects. The Strategic Committee was informed that Financial B wished to work cooperatively with another financial acquirer (which we refer to as “Financial C”) and one of Financial B’s portfolio companies (which we refer to as “PortfolioCo”) in connection with considering an acquisition of Medallia. We refer to these three potential acquirers collectively as the “Consortium Group.” Medallia and PortfolioCo have a go-to-market relationship. The Strategic Committee determined to allow this cooperation due to, among other things, the potential synergy value associated with a combination of Medallia and PortfolioCo and the possibility that either or both of Financial B or Financial C would not pursue an acquisition on their own. The Strategic Committee also reviewed the terms of, and approved our entry into, an engagement letter with Morgan Stanley. The Strategic Committee selected Morgan Stanley in view of Morgan Stanley’s qualifications, extensive expertise, international reputation, knowledge of the industry in which Medallia operates and experience in similar situations.

Also on May 21, 2021, Ms. Oulman and representatives of Morgan Stanley met with representatives of Financial B to discuss financial due diligence matters.

On May 25, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley further discussed the list of potential strategic and financial acquirers first presented at the meeting of the Strategic Committee on May 21, 2021. After discussion, the Strategic Committee determined that a list of nine potential acquirers—four strategic acquirers and five financial acquirers (comprised of Thoma Bravo, Financial A, Financial B and Financial C (working together with PortfolioCo as part of the Consortium Group), and a fifth financial acquirer that we refer to as “Financial D”)—were the most likely to have an interest in acquiring Medallia and the ability to pursue an acquisition on an expedited basis. The Strategic Committee assigned responsibility to Morgan Stanley and certain members of the Strategic Committee to contact each potential

acquirer regarding its interest in an acquisition of Medallia (which assignments were based on the strength of historical relationships with each potential acquirer). The representatives of Morgan Stanley also provided Morgan Stanley’s preliminary views on our stock price performance and compared it to other companies and the broader market. It was the consensus of the Strategic Committee that the strategic review process should be conducted quickly to minimize distraction for Medallia’s management team. As such, the Strategic Committee instructed Morgan Stanley to set proposed timelines with the potential acquirers, with the objective of receiving preliminary or revised acquisition proposals from all of those interested by June 15, 2021.

Also on May 25, 2021, we formally retained Morgan Stanley.

Also on May 25, 2021, representatives of Morgan Stanley spoke with representatives of Financial D concerning Financial D’s possible interest in exploring an acquisition of Medallia.

Also on May 25, 2021, Mr. Stretch held two different discussions with persons associated with Financial B. One of these discussions was with a representative of Financial B concerning our decision to explore strategic alternatives. The other discussion was with a representative of PortfolioCo; this conversation concerned ways in which Medallia and PortfolioCo could combine their products and solutions.

Also on May 25, 2021, Financial A submitted a preliminary, nonbinding written indication of interest to acquire Medallia in an all-cash transaction for $30.00 per share of our common stock.

On May 26, 2021, the Consortium Group submitted a preliminary, nonbinding written indication of interest to acquire Medallia in an all-cash transaction for $33.00 per share of our common stock.

Also on May 26, 2021, a member of the Strategic Committee spoke separately with representatives of two different potential strategic acquirers (which we refer to as “Strategic A” and “Strategic B,” respectively) concerning their possible interest in exploring an acquisition of Medallia.

Also on May 26, 2021, representatives of Morgan Stanley spoke with a representative of a potential strategic acquirer (which we refer to as “Strategic C”) regarding Strategic C’s interest in exploring an acquisition of Medallia.

On May 27, 2021, Mr. Stretch spoke with a representative of a potential strategic acquirer (which we refer to as “Strategic D”) concerning Strategic D’s possible interest in exploring an acquisition of Medallia.

Also on May 27, 2021, Mr. Stretch and other members of Medallia management discussed our products with representatives of PortfolioCo.

On May 28, 2021, Mr. Stretch, Ms. Oulman and other members of Medallia management met with representatives of PortfolioCo to discuss our sales and go-to-market strategies and initiatives.

Also on May 28, 2021, during a portion of a regularly scheduled meeting of the Medallia Board, representatives of Morgan Stanley provided the Medallia Board with an update on the strategic review process, including the identity of the potential acquirers approved by the Strategic Committee on May 25, 2021. Members of Medallia management reviewed with the Medallia Board a draft of the Projected Financial Information and described, among other things, the process for preparing the Projected Financial Information, including the underlying assumptions and various execution and other risks to realizing the Projected Financial Information. (The term Projected Financial Information is defined in, and further information about the substance of the Projected Financial Information is contained in, the section of this proxy statement captioned “—Projected Financial Information.”) The Medallia Board approved (1) the use of the Projected Financial Information for purposes of Morgan Stanley’s financial analysis of Medallia; and (2) providing the Projected Financial Information to potential acquirers at the discretion of the Strategic Committee.

In early June 2021, consistent with the instructions of the Strategic Committee, Morgan Stanley informed each potential acquirer that it should submit an initial or revised written indication of interest to acquire Medallia no later than June 15, 2021.

On June 2, 2021, Mr. Stretch, Ms. Oulman, other members of Medallia management and representatives of Morgan Stanley met with representative of Strategic A to discuss Medallia and its business.

On June 4, 2021, and June 5, 2021, we opened an online data room for the purpose of allowing interested parties to conduct due diligence on Medallia. Each of Thoma Bravo, Financial A, the Consortium Group and Strategic A requested, and were granted, access to the data room. Financial D received access to the data room at a later date.

On June 7, 2021, members of Medallia management and representatives of Morgan Stanley met with representatives of Strategic A to discuss Medallia and its technology.

On June 9, 2021, Ms. Oulman and representatives of Morgan Stanley met with representatives of Financial B to discuss financial due diligence matters.

Also on June 9, 2021, Mr. Stretch, Ms. Oulman, members of Medallia management and representatives of Morgan Stanley met with representatives of Financial D to discuss financial due diligence matters, as well as Medallia and its business.

Also on June 9, 2021, Ms. Oulman and representatives of Morgan Stanley met with representatives of Thoma Bravo to discuss financial due diligence matters.

On June 10, 2021, Mr. Stretch, Ms. Oulman, other members of Medallia management and representatives of Morgan Stanley met with representatives of Strategic C to discuss Medallia and its business.

On June 11, 2021, Bloomberg published an article speculating that Medallia was pursuing a sale process.

On June 12, 2021, Mr. Stretch, Ms. Oulman and members of Medallia management and representatives of Morgan Stanley met with representatives of Thoma Bravo to discuss Medallia and its business.

On June 13, 2021, Mr. Stretch and Ms. Oulman met with representatives of Financial D to discuss Medallia and its business.

By June 15, 2021, each of Strategic A, Strategic B, Strategic C and Strategic D confirmed that it did not wish to pursue an acquisition of Medallia. In addition, both Financial A and the Consortium Group withdrew their indications of interest and stated that they did not intend to further pursue an acquisition of Medallia.

During the course of reviewing strategic alternatives, Medallia ultimately entered into confidentiality agreements with Strategic A, Thoma Bravo, Financial A, Financial B, Financial C, PortfolioCo and Financial D. None of these confidentiality agreements included a “standstill” or a restriction on making acquisition proposals.

On June 15, 2021, Thoma Bravo submitted a revised preliminary, nonbinding written indication of interest to acquire Medallia in an all-cash transaction for $35.00 per share of our common stock.

On June 16, 2021, and in response to the Bloomberg article, a senior representative of a financial acquirer (which we refer to as “Financial E”) contacted a representative of Morgan Stanley to inquire about any strategic review process involving Medallia that was being conducted.

Also on June 16, 2021, Financial D submitted a preliminary, nonbinding written indication of interest to invest $700 million in Medallia through a convertible preferred equity instrument, with the proceeds being used to repurchase a portion of our outstanding common stock.

Later on June 16, 2021, the Medallia Board met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The Medallia Board reviewed (1) the indications of interest from Thoma Bravo and Financial D; and (2) the commentary provided by the four potential strategic acquirers, Financial A and the Consortium Group as to why each was not pursuing an acquisition of Medallia. The representatives of Morgan Stanley reviewed and discussed with the Medallia Board Morgan Stanley’s preliminary financial analysis of Thoma Bravo’s June 15 proposal, and a summary of the proposal from Financial D. They also compared the Projected Financial Information to publicly available estimates prepared by equity research analysts reporting on Medallia. It was the consensus of the Medallia Board that we should continue discussions with each of Thoma Bravo and Financial D. The Medallia Board instructed Morgan Stanley to inform Thoma Bravo and Financial D that Medallia would permit an additional two weeks of due diligence. In addition, the Medallia Board instructed Morgan Stanley to request that Thoma Bravo and Financial D improve

the price and other terms of their proposals and submit revised proposals by July 1, 2021. Finally, Morgan Stanley was instructed to inform Thoma Bravo that, although Thoma Bravo would be permitted to perform additional due diligence, the Medallia Board expected Thoma Bravo to maintain a proposed acquisition price of no less than $35.00 per share of our common stock.

Following the meeting of the Medallia Board on June 16, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The Strategic Committee discussed the indications of interest from Thoma Bravo and Financial D. The Strategic Committee also discussed Financial E and its possible interest in an acquisition of Medallia. The Strategic Committee instructed Morgan Stanley to speak again with representatives of Financial E. A representative of Morgan Stanley subsequently spoke with a representative of Financial E to introduce this representative to Mr. Stretch.

Later on June 16, 2021, and in response to the Bloomberg article, a senior representative of a financial acquirer (which we refer to as “Financial F”) contacted a representative of Morgan Stanley to inquire about any strategic review process involving Medallia that was being conducted. The representative of Morgan Stanley subsequently introduced the representative of Financial F to Mr. Stretch.

Throughout the remainder of June 2021, Thoma Bravo and Financial D engaged in due diligence, which included meetings with members of Medallia management and representatives of Morgan Stanley.

On June 22, 2021, Mr. Stretch spoke with a senior representative of Financial E who informed Mr. Stretch that Financial E did not intend to actively pursue an acquisition of Medallia.

On June 23, 2021, Mr. Stretch, Ms. Oulman and other members of Medallia management met with representatives of Thoma Bravo to discuss Medallia and its business.

On June 25, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The Strategic Committee discussed the proposals from Thoma Bravo and Financial D. Members of Medallia management also provided an update on preliminary expected results for Medallia’s second fiscal quarter, which results were ahead of internal expectations.

Also on June 25, 2021, Ms. Oulman, other members of Medallia management and representatives of Morgan Stanley met with representatives of Thoma Bravo to discuss financial due diligence matters.

On June 28, 2021, Mr. Stretch spoke with a senior representative of Financial F concerning Medallia and Financial F’s preliminary, nonspecific interest in potentially considering an acquisition of Medallia.

Also on June 28, 2021, Mr. Stretch and Ms. Oulman met with representatives of Financial D to discuss Medallia and its business.

On June 29, 2021, Ms. Oulman, members of Medallia management and representatives of Morgan Stanley met with representatives of Thoma Bravo to discuss financial due diligence matters.

On June 30, 2021, Mr. Stretch met with representatives of Thoma Bravo to discuss Medallia and its business.

Also on June 30, 2021, Ms. Oulman met with representatives of Financial D to discuss financial due diligence matters.

On July 1, 2021, Mr. Stretch and Ms. Oulman met with representatives of Financial D to discuss Medallia and its business.

Also on July 1, 2021, Financial D submitted a revised preliminary, nonbinding written indication of interest to invest $900 million in Medallia through a convertible preferred equity instrument, with the proceeds being used to repurchase a portion of our outstanding common stock. This indication of interest also lowered the proposed dividend rate but kept the same conversion price from Financial D’s original proposal.

Also on July 1, 2021, representatives of Thoma Bravo informed representatives of Morgan Stanley that Thoma Bravo was lowering its proposal to acquire Medallia to $33.00 per share of our common stock, which reflected Thoma Bravo’s latest assessment of Medallia’s valuation based on its ongoing due diligence review.

On July 2, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the members of Strategic Committee their fiduciary duties. The Strategic Committee discussed the proposals from Thoma Bravo and Financial D. The Strategic Committee determined to (1) inform Thoma Bravo that the Medallia Board would not consider an acquisition at a price of less than $35.00 per share of our common stock (which determination was consistent with the expectation previously communicated to Thoma Bravo); (2) make a counterproposal to, and continue negotiations with, Financial D; and (3) allow both Thoma Bravo and Financial D to conduct additional due diligence. Members of Medallia management also provided an update on preliminary results for Medallia’s second fiscal quarter, and confirmed that these results did not necessitate any updates to the Projected Financial Information.

On July 4, 2021, Financial D submitted a further revised preliminary, nonbinding written indication of interest to invest $900 million in Medallia through a convertible preferred equity instrument, with the proceeds being used to repurchase a portion of our outstanding common stock. This indication of interest also proposed alternative dividend rates and conversion prices for the Medallia Board to consider. Thereafter, Morgan Stanley and Financial D continued to negotiate the terms of Financial D’s proposal.

During the weeks of July 5, 2021, and July 12, 2021, Thoma Bravo and Financial D conducted additional due diligence.

On July 7, 2021, Mr. Stretch and Ms. Oulman met with representatives of Thoma Bravo to discuss Medallia and its business.

On July 9, 2021, Ms. Oulman and other members of Medallia management met with representatives of Financial D to discuss Medallia and its business.

On July 12, 2021, Mr. Stretch and Ms. Oulman met with representatives of Financial D to discuss Medallia and its business.

On July 13, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the members of Strategic Committee their fiduciary duties. The representatives of Morgan Stanley reviewed and discussed Morgan Stanley’s preliminary financial analysis of the proposal from Financial D. After discussing the proposal made by Financial D, the Strategic Committee determined that a minority investment of the type contemplated by Financial D was not of interest. The Strategic Committee instructed Morgan Stanley to inform Financial D of (1) this decision; (2) the Strategic Committee’s preference for a transaction involving the acquisition of all of Medallia at a price in cash in excess of $35.00 per share of our common stock; and (3) the Strategic Committee’s desire that Financial D pursue an acquisition of all of Medallia (whether on its own or in partnership with another financial acquirer). The Strategic Committee further instructed Morgan Stanley to reinforce with Thoma Bravo that the Medallia Board was interested in an acquisition at a price in cash of $35.00 per share of our common stock with high deal certainty. The Strategic Committee also reviewed the results of the strategic review process. As part of this review, the Strategic Committee noted (1) the June 11, 2021, Bloomberg article speculating that Medallia was pursuing a sale process; (2) the absence, following that article, of any expressed interest in pursuing an acquisition of Medallia by anyone other than Financial E and Financial F; and (3) the failure by Financial E and Financial F to affirmatively state a specific interest in acquiring Medallia or to pursue any discussions regarding an acquisition. Given these considerations, the Strategic Committee discussed (1) the solicitation efforts engaged in by Morgan Stanley and (2) whether additional affirmative contacts with other potential acquirers (including Financial E or Financial F) were warranted. Notwithstanding the Strategic Committee’s satisfaction with the solicitation efforts to date, the Strategic Committee also discussed the possibility of negotiating for a “go-shop” provision in any definitive merger agreement governing an acquisition of Medallia. Such a provision would permit Medallia, for a specified period, to affirmatively solicit alternative transactions following entry into the definitive merger agreement. Members of Medallia management also provided an update on preliminary results for Medallia’s second fiscal quarter, and confirmed that these results did not necessitate any updates to the Projected Financial Information. Mr. Stretch confirmed to the Strategic Committee that neither he nor any other member of Medallia management had engaged in any discussions with Thoma Bravo or any other potential acquirer concerning any “rollover” of

his equity stake in Medallia in connection with a potential acquisition, or any or potential terms of employment following an acquisition. Following the meeting, at the direction of the Special Committee, Morgan Stanley informed Thoma Bravo and Financial D of the Strategic Committee’s respective determinations.

On July 15, 2021, Thoma Bravo submitted a revised preliminary, nonbinding written indication of interest to acquire Medallia in an all-cash transaction for $33.75 per share of our common stock.

Later on July 15, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the members of Strategic Committee their fiduciary duties. The Strategic Committee reviewed the latest proposal from Thoma Bravo and the status of discussions with Financial D (including Financial D’s continued focus on, and preference, for a minority investment, as well as the additional time and uncertainty surrounding any potential proposal by Financial D to acquire of all of Medallia). The Strategic Committee instructed Morgan Stanley to (1) reject Thoma Bravo’s latest acquisition proposal and request a “best and final” proposal from Thoma Bravo (which proposal should provide (a) for a “go-shop” process and (b) that Thoma Bravo would commit to fund, through equity investments, the entire purchase price, which would eliminate the need to obtain debt financing from third parties and the uncertainty related to that process); (2) inform Financial D that Medallia was only interested in receiving a proposal for an acquisition of all of Medallia and that such proposal should be provided quickly; and (3) speak again with Financial F to (a) ascertain whether Financial F was open to considering an acquisition on an immediate timetable; and (b) gauge Financial F’s possible interest in partnering with Thoma Bravo or Financial D, given that those firms had conducted a significant amount of due diligence. Following the meeting, at the direction of the Special Committee, Morgan Stanley informed Thoma Bravo and Financial D of the Strategic Committee’s respective determinations.

On July 16, 2021, Thoma Bravo submitted a revised preliminary, nonbinding written indication of interest to acquire Medallia in an all-cash transaction for $34.00 per share of our common stock. Thoma Bravo also expressed a willingness to consider permitting a “go-shop” process, but declined to provide a full equity commitment for the entire purchase price.

Also on July 16, 2021, the Strategic Committee approved allowing Financial D to speak with Financial A and Financial B regarding the willingness of either firm to partner with Financial D to pursue an acquisition of Medallia.

Also on July 16, 2021, a representative of Financial D informed a representative of Morgan Stanley that Financial D (1) continued to prefer a minority investment in Medallia; and (2) would not be in a position to make any proposal for an acquisition of all of Medallia for several weeks based on the additional due diligence that it would need to perform. Financial D also expressed that it was not likely to participate in any “go-shop” process involving Medallia.

On July 18, 2021, the Medallia Board met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the members of the Medallia Board their fiduciary duties. The Medallia Board reviewed (1) the latest acquisition proposal from Thoma Bravo; and (2) the status of discussions with Financial D. The Medallia Board considered the uncertainty surrounding any potential acquisition proposal from Financial D. It was the consensus of the Medallia Board to pursue a transaction with Thoma Bravo. The Medallia Board did not accept Thoma Bravo’s proposal, but did instruct Wilson Sonsini to proceed with negotiating an appropriate merger agreement, with the objective (assuming satisfactory resolution of outstanding points) of being able to announce an acquisition of Medallia by Thoma Bravo no later than July 26, 2021. The Medallia Board also instructed Morgan Stanley to continue to encourage Financial D to submit a proposal to acquire all of Medallia.

On July 19, 2021, a representative of Morgan Stanley spoke with a representative of Financial F concerning Financial F’s willingness to consider an acquisition of Medallia on an immediate timetable and possible interest in partnering with another buyer. The representative of Financial F did not express a desire by Financial F to pursue an acquisition of Medallia.

Early on July 20, 2021, Wilson Sonsini, on behalf of Medallia, provided a draft merger agreement to legal counsel to Thoma Bravo.

Following delivery of the draft merger agreement, representatives of each of Wilson Sonsini and legal counsel to Thoma Bravo met regularly to negotiate the terms of the merger agreement and related disclosure

letter. The principal areas of negotiation in the merger agreement included (1) the terms of the “go-shop” provision; (2) the termination fees payable by each of Medallia and Thoma Bravo and the circumstances in which those fees would be payable; (3) Thoma Bravo’s request to be able to delay the closing of the merger until November 1, 2021, in certain instances; and (4) the treatment of equity awards held by all of Medallia’s employees in the acquisition. Wilson Sonsini and legal counsel to Thoma Bravo also negotiated the terms of the limited guaranty, the equity commitment letter and the voting agreements.

Also on July 20, 2021, a representative of Morgan Stanley spoke with a representative of Financial A concerning Financial A’s interest in partnering with Financial D. The representative of Financial A stated that Financial A had concerns about Medallia’s valuation and was busy with other projects. As such, Financial A did not have any interest in further considering any participation in an acquisition of Medallia.

Also on July 20, 2021, a representative of Morgan Stanley spoke with a representative of Financial B concerning Financial B’s interest in partnering with Financial D. The representative of Financial B stated that, after speaking with a representative of Financial D, a partnership with Financial D did not impact Financial B’s view of Medallia’s valuation. As such, Financial B did not have any interest in further considering any participation in an acquisition of Medallia.

On July 21, 2021, Ms. Oulman and representatives of Morgan Stanley met with representatives of Thoma Bravo on two occasions to discuss due diligence matters.

On July 22, 2021, Mr. Stretch, Ms. Oulman and representatives of Morgan Stanley met with representatives of Thoma Bravo to discuss due diligence matters.

On July 23, 2021, a representative of Financial F spoke with a representative of Morgan Stanley. During this conversation, the representative of Financial F stated that, following additional review, Financial F did not have an interest in performing additional work to explore an acquisition of Medallia (either alone or in partnership with another buyer).

On July 23, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed and discussed Morgan Stanley’s preliminary financial analysis of the acquisition of Medallia by Thoma Bravo. The representatives of Wilson Sonsini discussed the terms of the draft merger agreement and the points that remained under negotiation. The representatives of Morgan Stanley described the current status of discussions with Financial D, including that (1) Financial A, Financial B and Financial F had all declined to partner with Financial D on an acquisition of Medallia or pursue an acquisition on their own; (2) Financial D continued to prefer a minority investment in Medallia; and (3) Financial D would need additional time to be in a position to decide whether it could pursue an acquisition of all of Medallia. The Strategic Committee determined to continue working with Thoma Bravo toward an acquisition. Although the Strategic Committee determined not to seek a further price increase from Thoma Bravo, it instructed Wilson Sonsini to continue to negotiate the draft merger agreement, with a focus on providing a high level of closing certainty for Medallia and appropriate flexibility for Medallia to solicit alternative transactions during the “go-shop” period.

On July 24, 2021, Morgan Stanley provided the Medallia Board with customary disclosures regarding Morgan Stanley’s relationships with Thoma Bravo and its affiliates and Financial D and its affiliates.

On July 25, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. Members of Medallia management provided an update on preliminary results for Medallia’s second fiscal quarter. The representatives of Wilson Sonsini reviewed with the members of the Strategic Committee their fiduciary duties. The representatives of Morgan Stanley reviewed and discussed Morgan Stanley’s financial analysis of the acquisition of Medallia by Thoma Bravo. The representatives of Morgan Stanley noted that Financial D had declined to make a proposal to acquire all of Medallia despite repeated requests that it do so. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement, the limited guaranty, the equity commitment letter and the debt commitment letter. The Strategic Committee reviewed the request of Medallia management to retain two additional financial advisers to work with Morgan Stanley during the “go-shop” period. The Strategic Committee also noted the customary relationship disclosures provided by Morgan Stanley and the two additional proposed financial advisers regarding each financial adviser’s relationships with Thoma Bravo and its affiliates; the Strategic Committee did not identify any concerns with these disclosures. The Strategic Committee approved the retention

of both of these financial advisors given (1) the familiarity of these financial advisers with Medallia and participants in its industry; and (2) a desire to ensure that the “go-shop” process was conducted in as robust a manner as possible. The Strategic Committee determined to recommend that the Medallia Board approve the entry into the merger agreement.

Later on July 25, 2021, the Medallia Board met, with members of Medallia management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. Members of Medallia management provided an update on preliminary results for Medallia’s second fiscal quarter. The representatives of Wilson Sonsini reviewed with the members of the Medallia Board their fiduciary duties. The representatives of Morgan Stanley reviewed and discussed Morgan Stanley’s financial analysis of the acquisition of Medallia by Thoma Bravo. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement, the limited guaranty, the equity commitment letter and the debt commitment letter. The representatives of Morgan Stanley delivered Morgan Stanley’s oral opinion, subsequently confirmed in writing, to the Medallia Board that, as of July 25, 2021, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share price to be received by our stockholders (other than the holders of the excluded shares) pursuant to the merger agreement was fair from a financial point of view to such stockholders. The Strategic Committee provided its recommendation that the Medallia Board approve the entry into the merger agreement. Mr. Stretch confirmed to the Medallia Board that neither he nor any other member of Medallia management had engaged in any discussions with Thoma Bravo concerning any “rollover” of his equity stake in Medallia in connection with a potential acquisition, or any or potential terms of employment following an acquisition. The Medallia Board noted the customary relationship disclosures provided by Morgan Stanley and the two additional proposed financial advisers regarding each financial adviser’s relationships with Thoma Bravo and its affiliates; the Medallia Board did not identify any concerns with these disclosures. The Medallia Board, after considering the factors more fully described in the section of this proxy statement captioned “—Recommendation of the Medallia Board and the Reasons for the Merger,” (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were fair to, advisable and in the best interests of Medallia and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The representatives of Morgan Stanley described solicitation activities that could be undertaken during the “go-shop” period. The Medallia Board directed the Strategic Committee to oversee Medallia management, Morgan Stanley and the two additional financial advisers as they engaged in these activities following the entry into, and public disclosure of, the merger agreement.

Still later on July 25, 2021, the merger agreement, limited guaranty, equity commitment letter, debt commitment letter and voting agreements were signed.

Early on July 26, 2021, before the opening of trading on the NYSE, we publicly disclosed our entry into the merger agreement.

Also on July 26, 2021, as directed by the Medallia Board, members of Medallia management and representatives of each of Morgan Stanley and the two other financial advisers that we retained began contacting potential strategic and financial acquirers (including Strategic A, Strategic B, Strategic C, Strategic D, Financial A, Financial B, Financial C, Financial D, Financial E and Financial F) about their interest in participating in the “go-shop” process.

On July 30, 2021, the Strategic Committee met, with members of Medallia management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The members of Medallia management and the representatives of Morgan Stanley described their efforts in support of soliciting an alternative transaction to that contemplated by the merger agreement.

The Medallia Board unanimously: (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of Medallia and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The Medallia Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Medallia to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In evaluating the merger agreement and the merger, the Medallia Board consulted with Medallia management, as well as representatives of each of Wilson Sonsini and Morgan Stanley. In recommending that Medallia stockholders vote “FOR” the adoption of the merger agreement, the Medallia Board considered and analyzed a number of factors, including the following (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, and the factors discussed below, the Medallia Board concluded that entering into the merger agreement with Parent was advisable and in the best interests of Medallia and our stockholders.

The Medallia Board believed that the following material factors and benefits supported its determination and recommendation:

The Medallia Board also considered a number of uncertainties and risks and other potentially negative factors, including the following:

This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Medallia Board in its consideration of the merger. After considering these and other factors, the Medallia Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In light of the variety of factors considered by the Medallia Board and the complexity of these factors, the Medallia Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Medallia Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Medallia Board adopted and approved the merger agreement and the merger, and recommended that Medallia stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Medallia Board.

The Medallia Board retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of Medallia. The Medallia Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, extensive expertise and international reputation, its knowledge of and involvement in recent transactions in Medallia’s industry, and its knowledge of Medallia’s business and affairs. At the meeting of the Medallia Board on July 25, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of July 25, 2021, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share price to be received by our stockholders (other than the holders of the excluded shares) pursuant to the merger agreement was fair from a financial point of view to such stockholders.

The full text of the written opinion of Morgan Stanley, dated as of July 25, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex C and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully

and in its entirety. Morgan Stanley’s opinion was directed to the Medallia Board, in its capacity as such, and addresses only the fairness from a financial point of view of the per share price to be received by our stockholders (other than the holders of the excluded shares) pursuant to the merger agreement as of the date of the opinion and does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or a recommendation as to how our stockholders should vote at the special meeting. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Medallia and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Medallia management of the future financial performance of Medallia. Morgan Stanley expressed no view as to the financial projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the equity commitment letter and the debt commitment letter, and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Medallia and its legal, tax or regulatory advisors with

respect to legal, tax or regulatory matters. Morgan Stanley’s opinion does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Medallia’s officers, directors or employees, or any class of such persons, relative to the per share price to be received by the holders of shares of our common stock (other than the holders of the excluded shares) in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Medallia, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, July 25, 2021. Events occurring after July 25, 2021 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated July 25, 2021 to the Medallia Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, 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. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley utilized and relied upon (1) the management case and (2) the estimates set forth in an equity research analyst report, which was selected by Morgan Stanley, and reviewed, and approved for Morgan Stanley’s use, by Medallia management (which we refer to as the “street case”). Such equity research analyst was selected as a relatively close proxy for consensus estimates. The management case is more fully described below in the section of this proxy statement captioned “—Projected Financial Information.” In accordance with direction from the Medallia Board, Morgan Stanley utilized the street case and management case in its financial analyses described below. For purposes of its financial analyses described below, Morgan Stanley treated Medallia’s fiscal year projections, which end at the end of January for each fiscal year, as the prior calendar year projections. For example, fiscal year 2022 (ending January 2022) is treated as the equivalent of calendar year 2021 (ending December 2021).

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Medallia with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). These companies were the following:

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value to estimated revenue, which, for purposes of this analysis, (1) for Medallia, (a) was provided to Morgan Stanley, and approved for Morgan Stanley’s use, by Medallia management for calendar years 2021 and 2022 for the management case, and (b) was based on the estimates of a selected publicly available equity research analyst for calendar years 2021 and 2022 for the street case and approved for use by Morgan Stanley by the management of Medallia; and (2) for each of the comparable companies, was based on publicly available consensus equity analyst research estimates for comparison purposes. For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, plus noncontrolling interest, plus preferred stock, less cash and cash equivalents.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of aggregate value to estimated revenue multiples, and applied these ranges of multiples to the estimated relevant revenue metric for Medallia. For purposes of this analysis, Morgan Stanley utilized publicly available financial information, available as of July 23, 2021 (the last full trading day prior to the meeting of the Medallia Board to approve and adopt the merger agreement).

Based on the outstanding shares of our common stock on a fully diluted basis and latest cash and debt balance as provided by Medallia management, Morgan Stanley calculated the estimated implied value per share of Medallia common stock as follows:

No company utilized in the public trading comparables analysis is identical to Medallia. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Medallia’s control. These include, among other things, the impact of competition on Medallia’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Medallia and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of such company’s estimated future revenue. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of our common stock on a standalone basis for each of the street case and management case.

To calculate these discounted fully diluted equity values, Morgan Stanley utilized calendar year 2023 revenue estimates under each of the street case and management case, respectively. For the street case, the 2023 revenue estimate was extrapolated and reviewed and approved for use by Morgan Stanley by Medallia management. Based upon the application of its professional judgment and experience, Morgan Stanley applied a forward range of aggregate value to estimated revenue multiples (based on the range of aggregate value to revenue multiples for the comparable companies) to these revenue estimates, respectively, in order to reach a future-implied fully diluted aggregate value.

In each case, Morgan Stanley then added estimated future net cash (with such estimates provided by Medallia management for the management case and extrapolated for the street case (which extrapolations were reviewed and approved by Morgan Stanley’s use by Medallia management)) to Medallia’s future implied aggregate value to reach a future implied fully diluted equity value. In each case, Morgan Stanley then divided the future-implied fully diluted equity value by estimated fully diluted shares outstanding (with such estimates provided by Medallia management) to calculate a per-share price. Morgan Stanley then discounted the resulting implied future share price by two years to July 31, 2021, at a discount rate of 9.1 percent, which rate was selected based on Medallia’s estimated cost of equity, which was arrived at by applying the capital asset pricing model, to calculate the discounted fully diluted equity value.

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for our common stock based on a discounted cash flow analysis to value Medallia as a stand-alone entity. Morgan Stanley utilized estimates from the management case for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as earnings (burdened by stock based compensation expense) before interest, taxes, depreciation and amortization, less (1) taxes, and (2) capital expenditures, including capitalized research and development, and plus or minus changes in net working capital. The management case included extrapolations through calendar year 2030 prepared by Morgan Stanley with the guidance of Medallia management (which extrapolations were reviewed and approved for Morgan Stanley’s use by Medallia management). The free cash flows and terminal values were discounted, using a midyear convention, to present values as of July 31, 2021, at a discount rate ranging from 7.7 percent to 9.6 percent, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of Medallia’s weighted average cost of capital determined by the application of the capital asset pricing model. Morgan Stanley utilized perpetual growth rates of 3.0 percent to 4.0 percent as part of its analyses, with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. The resulting aggregate value was then adjusted for net debt and further adjusted for the net present value of net operating losses.

Based on the outstanding shares of our common stock on a fully diluted basis as provided by Medallia management, Morgan Stanley calculated the estimated implied value per share of our common stock as follows:

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms of selected comparable transactions. Morgan Stanley selected such comparable transactions because they shared certain characteristics with the merger, most notably because they were similar software transactions. For such transactions, Morgan Stanley noted the multiple of aggregate value of the transaction to the estimated next 12 months’ (which we refer to as “NTM”) revenue based on publicly available information at the time of announcement of each such transaction.

The following is a list of the selected software transactions reviewed, together with the applicable multiple for each such transaction:

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of the aggregate value to the estimated NTM revenue multiples of the transactions, and applied these ranges of multiples to the estimated calendar year 2021 NTM, based on the street case and management case. The following table summarizes Morgan Stanley’s analysis:

No company or transaction utilized in the precedent-transactions analysis is identical to Medallia or the merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Medallia’s control. These include, among other things, the impact of competition on Medallia’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Medallia and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of Medallia derived from the valuation of precedent transactions were less than or greater than the per share price is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the merger, but is one of many factors Morgan Stanley considered.

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Medallia Board, including the following information described in the sections of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC—Illustrative Precedent Transaction Premiums,” “—Opinion of Morgan Stanley & Co. LLC—Historical Trading Ranges” and “—Opinion of Morgan Stanley & Co. LLC—Equity Research Analysts’ Future Price Targets.”

Morgan Stanley performed an illustrative precedent transaction premiums analysis by reviewing software company transactions larger than $1 billion in aggregate value since 2014. For these transactions, Morgan Stanley noted the distributions of the following financial statistics, where available: (1) the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); and (2) the implied premium to the acquired company’s 52-week high closing share price prior to announcement.

Based on its analysis of the premia for such transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected (1) a representative range of premia and applied such range to Medallia’s closing share price on June 10, 2021 (the last full trading day prior to the share price being affected by acquisition rumors) and (2) a representative range of premia and applied such range to Medallia’s 52-week high.

The following table summarizes such calculations:

Morgan Stanley noted certain future public market trading price targets for our common stock prepared and published by equity research analysts prior to July 23, 2021 (the last full trading day prior to the meeting of the Medallia Board to approve and adopt the merger agreement). These targets reflected each analyst’s estimate of the future public market trading price of our common stock. The 25th to 75th percentile range of undiscounted analyst price targets for our common stock was $40.00 to $44.00 per share as of June 1, 2021 to July 15, 2021, with a median of $42.00 per share. Morgan Stanley discounted the range of analyst price targets per share for our common stock by one year at a rate of 9.1 percent, which discount rate was selected by Morgan Stanley, upon the application of its professional judgment and experience, to reflect Medallia’s cost of equity. This analysis indicated an implied range of fully diluted equity values for our common stock of $36.67 to $40.34, with a median of $39.00 per share, as discounted by one year based on the 25th to 75th percentile undiscounted analyst price targets, as of July 23, 2021 (the last full trading day prior to the meeting of the Medallia Board to approve and adopt the merger agreement).

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for our common stock, and these estimates are subject to uncertainties, including the future financial performance of Medallia and future financial market conditions.

In connection with the review of the merger by the Medallia Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Medallia.

In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Medallia’s control. These include, among other things, the impact of competition on Medallia’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Medallia and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the per share price to be received by our stockholders (other than the holders of the excluded shares) pursuant to the merger agreement and in connection with the delivery of its opinion dated as of July 25, 2021 to the Medallia Board. These analyses do not purport to be appraisals or reflect the prices at which shares of Medallia common stock might actually trade.

The per share price to be received by our stockholders (other than the holders of the excluded shares) in the aggregate pursuant to the merger agreement was determined through arm’s-length negotiations between Medallia and Parent and was approved by the Medallia Board. Morgan Stanley provided advice to the Medallia Board during these negotiations but did not, however, recommend any specific consideration to Medallia or the Medallia Board, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how our stockholders should vote at the special meeting.

Morgan Stanley’s opinion and its presentation to the Medallia Board were one of many factors taken into consideration by the Medallia Board to recommend that the Medallia Board approve and adopt the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Medallia Board with respect to the consideration pursuant to the merger agreement or of whether the Medallia Board would have been willing to agree to a different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Medallia Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Medallia, Parent, Thoma Bravo and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates directors or officers, including individuals working with Medallia in connection with the merger, may have committed and may commit in the future to invest in private equity funds managed by Thoma Bravo or its affiliates and their affiliated funds’ respective portfolio companies (which we refer to collectively as the “Thoma Bravo Related Entities”).

Under the terms of its engagement letter, Morgan Stanley provided the Medallia Board financial advisory services and an opinion, described in this section and attached to this proxy statement as Annex C, in connection with the merger, and Medallia has agreed to pay Morgan Stanley a fee of approximately $45 million for its services, $5 million of which has been paid following delivery of the opinion described in this section and attached to this proxy statement as Annex C and the remainder of which is contingent upon the consummation of the merger. Medallia has also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Medallia has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have not provided financial advisory or financing services to Medallia. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services for the Thoma Bravo Related Entities, and have received aggregate fees of approximately $20 to $35 million in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to Medallia, Parent and the Thoma Bravo Related Entities and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Other than in connection with its regular earnings press releases and related investor materials, we do not, as a matter of course, make public projections as to our future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Medallia management regularly prepares projections as to our future financial performance for internal use.

In connection with our strategic planning process, Medallia management prepared and provided to the Medallia Board various unaudited forward-looking financial information for fiscal years 2022 through 2025. This forward-looking information is collectively referred to as the “Projected Financial Information.” The Projected Financial Information was used by Morgan Stanley in connection with its opinion to the Medallia Board and related financial analyses (as described in more detail in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC”). A summary of the Projected Financial Information is set forth below.

The Projected Financial Information was used, at the direction of the Medallia Board, to extrapolate cash flows for fiscal years 2022 through 2025 for purposes of Morgan Stanley’s discounted free cash flow analysis (as described in more detail in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC”). Such extrapolations were reviewed by Medallia management and approved for Morgan Stanley’s use by the Medallia Board and Medallia management. At Medallia’s direction, Morgan Stanley relied on the accuracy and completeness of the Projected Financial Information utilized in its financial analyses and advice to the Medallia Board, as well as the assurances of Medallia management that (1) it was not aware of any facts or circumstances that would make such information inaccurate or misleading; and (2) the Projected Financial Information were reasonably prepared based on the best currently available estimates and judgments of Medallia management of the future financial performance of Medallia.

The Projected Financial Information was developed by Medallia management without giving effect to the merger or to any changes to Medallia’s operations or strategy that may be implemented after the consummation of the merger. The Projected Financial Information also does not consider the effect of any failure of the merger to be completed; it should not be viewed as accurate or continuing in that context.

The Projected Financial Information was not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (which we refer to as “GAAP”). In addition, the Projected Financial Information was not prepared with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. Neither our independent registered public accounting firm nor any other independent accountants have (1) compiled, reviewed, audited, examined or performed any procedures with respect to the Projected Financial Information; (2) expressed any opinion or any other form of assurance on such information or the achievability of the Projected Financial Information; or (3) assumed any responsibility for the Projected Financial Information. Our independent registered public accounting firm disclaims any association with the Projected Financial Information.

The Projected Financial Information was prepared by, and is the responsibility of, Medallia management. In the opinion of Medallia management, the Projected Financial Information (1) was prepared on a reasonable basis; (2) reflected the best estimates and judgments then available (taking into account the relevant information available to Medallia management at that time); and (3) presented, to Medallia management’s knowledge, our expected future financial performance within the parameters and under the assumptions specified in preparing the Projected Financial Information. Because the Projected Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. The Projected Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Projected Financial Information is not, and should not be considered to be, a guarantee of future operating results. Further, the Projected Financial Information is not fact and should not be relied upon as being necessarily indicative of Medallia’s future results.

Although the Projected Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events made by Medallia management. The Projected Financial Information will be affected by our ability to achieve our strategic goals, objectives and targets over the applicable periods. The Projected Financial Information reflects assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Projected Financial Information not to be achieved include, among others, (1) general economic conditions (including the impact of COVID-19); (2) the accuracy of certain accounting assumptions; (3) changes in actual or projected cash flows; (4) competitive pressures; and (5) changes in tax laws. Additional factors that may impact us or our business can be found in the various risk factors included in our periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of our control. As a result, there can be no assurance that the Projected Financial Information will be realized, and actual results may be materially better or worse than those contained in the Projected Financial Information. The Projected Financial Information may differ from publicized analyst estimates and forecasts and does not consider any events or circumstances after the date that it was prepared, including the announcement of the entry into the merger

agreement. You should evaluate the Projected Financial Information, if at all, in conjunction with our historical financial statements and other information regarding Medallia contained in our public filings with the SEC. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Projected Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events, even if any or all of the assumptions underlying the Projected Financial Information are shown to be in error or no longer appropriate.

Certain of the financial measures included in the Projected Financial Information are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Projected Financial Information, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Projected Financial Information is 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 Medallia Board or Morgan Stanley. Accordingly, no reconciliation of the financial measures included in the Projected Financial Information is provided in this proxy statement.

The Projected Financial Information constitutes forward-looking statements. By including the Projected Financial Information in this proxy statement, neither we nor any of our representatives has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Projected Financial Information. The inclusion of the Projected Financial Information should not be regarded as an indication that the Medallia Board, Medallia or any other recipient of the Projected Financial Information considered, or now considers, the Projected Financial Information to be predictive of actual future results. Further, the inclusion of the Projected Financial Information in this proxy statement does not constitute an admission or representation by Medallia that the information presented is material. The Projected Financial Information is included in this proxy statement solely to give our stockholders access to the information that was made available to the Medallia Board and Morgan Stanley. The Projected Financial Information is not included in this proxy statement in order to influence any Medallia stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to their shares.

Except as noted below, the Projected Financial Information was provided to Thoma Bravo and its affiliates (including Parent and Merger Sub).

The following table summarizes the Projected Financial Information.

When considering the recommendation of the Medallia Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. Additionally, concurrently with the execution of the merger agreement, our directors and named executive officers, in each case in their capacities as stockholders of Medallia, entered into the voting agreements with Parent and Medallia. The voting agreements obligate these persons (including, in some instances, affiliated venture funds) to vote their respective shares of our common stock in favor of the adoption of the merger agreement and against any competing transaction. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Medallia Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

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

As of August 20, 2021, there were outstanding awards of restricted stock units (or portions thereof) that are not Medallia PSUs (as defined below) (which we refer to as “Medallia RSUs”) that cover an aggregate of 7,917,894 shares of our common stock, of which Medallia RSUs covering an aggregate of 213,670 shares of our common stock were held by our current non-employee directors and of which Medallia RSUs covering an aggregate of 1,527,704 shares of our common stock were held by our current executive officers. As of the same date, there were outstanding awards of restricted stock units (or portions thereof) for which vesting is subject to the achievement of performance-based criteria (which we refer to as “Medallia PSUs”) that cover an aggregate of 986,618 shares of our common stock (at target level of performance) and 1,580,213 shares of our common stock (at maximum level of performance), of which Medallia PSUs covering an aggregate of 632,758 shares of our common stock (at target level of performance) and 1,042,880 shares of our common stock (at maximum level of performance) were held by our current executive officers and of which none were held by our current non-employee directors.

At the effective time of the merger, each vested Medallia equity-based award, will be cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (1) the per share price and (2) the total number of shares of our common stock then subject to the vested Medallia equity-based award.

At the effective time of the merger, each unvested Medallia equity-based award will be cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (1) the per share price and (2) the total number of shares of our common stock then subject to the unvested Medallia equity-based award, which amount will, subject to the holder’s continued service with Parent and its representatives through the applicable vesting dates, vest and be payable at the same time as the unvested Medallia equity-based award

for which such cash amount was exchanged would have vested pursuant to its terms. However, with respect to any Medallia PSUs that remain outstanding and subject to performance vesting conditions as of immediately prior to the effective time, the performance metrics of such Medallia PSUs will be deemed achieved at a specified level of achievement that reflects the actual level of achievement as of the effective time, and the corresponding cash amount shall be paid out in lump sum at the end of a period that corresponds to the applicable award’s performance period, subject to the holder’s continued service through such date.

Pursuant to the terms of the merger agreement, performance metrics with respect to Medallia PSUs will be deemed achieved at the following levels:

As of August 20, 2021, there were outstanding Medallia options to purchase an aggregate of 20,949,726 shares of our common stock with an exercise price below the per share price, of which Medallia options to purchase an aggregate of 3,150,000 shares of our common stock were held by our current non-employee directors and of which Medallia options to purchase an aggregate of 11,547,692 shares of our common stock were held by our current executive officers.

At the effective time of the merger, each vested Medallia option outstanding and unexercised as of immediately prior to the effective time of the merger will be cancelled and converted into and will become a right to receive an amount in cash, without interest, equal to the product of (1) the excess, if any, of the per share price less the exercise price per share of such Medallia option, and (2) the number of shares of our common stock then issuable upon exercise in full of such Medallia option.

At the effective time of the merger, each unvested Medallia option outstanding and unexercised as of immediately prior to the effective time of the merger will be cancelled and converted into and will become a right to receive an amount in cash, without interest, equal to the product of (1) the excess, if any, of the per share price less the exercise price per share of such Medallia option, and (2) the number of shares of our common stock then issuable upon exercise in full of such Medallia option, which cash amount will, subject to the holder’s continued service with Parent and its representatives through the applicable vesting dates, vest and be payable at the same time as the unvested Medallia option for which such cash amount was exchanged would have vested pursuant to its terms.

Any Medallia options for which the exercise price per share of such Medallia options is equal to or greater than the per share price will be cancelled without any cash payment being made in respect of such Medallia option. As of August 20, 2021, there were no outstanding Medallia options with an exercise price that is equal to or greater than the per share price.

From and after the date of the merger agreement, no further offering period or purchase period will commence pursuant to the ESPP and no participant may increase his or her rate of payroll deductions under the ESPP. Any offering period or purchase period under the ESPP that otherwise would be in progress as of the effective time of the merger will be terminated no later than one business day prior to the date on which the effective time of the merger occurs. We will make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise will treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes under the ESPP. Each outstanding purchase right under the ESPP will be exercised as of no later than one business day prior to the date on which the effective time of the merger occurs. On such exercise date, we will apply the funds credited as of such date under the ESPP within each participant’s account to the purchase of whole shares

of our common stock in accordance with the terms of the ESPP and, promptly thereafter, will refund any remaining amounts credited to each such account to the applicable participant. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP. Of our executive officers, none currently participate in the ESPP. Our non-employee directors are not eligible to participate in the ESPP.

The following table sets forth for each person who has been a Medallia executive officer or member of the Medallia Board at any time since the beginning of Medallia’s 2021 fiscal year, (1) the number of shares of our common stock directly held; (2) the number of shares of our common stock subject to his or her in-the-money Medallia options; and (3) the number of shares of our common stock subject to his or her Medallia RSUs and Medallia PSUs (at levels of achievement assumed in the merger agreement), assuming the following and such additional assumptions set forth in the footnotes to the table:

We have granted certain Medallia RSUs and Medallia PSUs under our 2019 Equity Incentive Plan (which we refer to as the “2019 Plan”) that are outstanding and held by our non-employee directors and executive officers, including pursuant to our Outside Director Compensation Policy that are held by our non-employee directors. The 2019 Plan and Outside Director Company Policy provide that in the event of a merger or change in control, with respect to awards granted to a non-employee director, the participant will fully vest in and have the right to exercise any outstanding options and stock appreciation rights and all restrictions on other outstanding awards will lapse. The 2019 Plan further provides that in connection with such vesting acceleration, with respect to any awards with performance-based vesting, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100 percent of target levels. The closing of the merger will constitute a “change in control” under the 2019 Plan.

We have granted Medallia RSUs and Medallia options under our 2017 Equity Incentive Plan, as amended, that are outstanding and held by our non-employee directors and executive officers.

We have granted Medallia options under our 2008 Equity Incentive Plan, as amended, that are outstanding and held by our non-employee directors and executive officers.

In June 2019, our board of directors approved the following change of control and severance benefits for our current executive officers and other key employees, pursuant to the Severance Policy.

The Severance Policy provides that if we terminate an executive officer’s employment outside of the period beginning three months prior to and ending 12 months after a “change in control” (as defined in the Severance Policy) (we refer to such period as the “change in control period”) other than for “cause” (as generally defined in the Severance Policy), death or disability, the executive officer will receive the following:

The Severance Policy provides that if an executive officer’s employment is terminated during the change in control period either by us other than for cause, death or disability or by the executive officer due to a “constructive termination” (as defined within the officer’s participation agreement), the executive officer will receive the following:

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Medallia’s named executive officers that is based on, or that otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Medallia’s

named executive officers. Medallia’s “named executive officers” for purposes of the disclosure in this proxy statement are Messrs. Stretch, Ottosson and Duan and Mses. Oulman and Carducci. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “—Interests of Medallia’s Directors and Executive Officers in the Merger—Treatment of Equity-Based Awards” and “—Interests of Medallia’s Directors and Executive Officers in the Merger—Severance Policy.”

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table:

The amounts reported below are estimates based on these and other assumptions that may or may not actually occur or be accurate on the relevant date. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below. Medallia’s named executive officers will not receive pension, non-qualified deferred compensation or tax reimbursements in connection with the merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of our common stock have been calculated based on the per share price.

As of the date of this proxy statement, none of Medallia’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Parent or Merger Sub; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Parent or Merger Sub to be effective following the consummation of the merger. However, prior to the effective time of the merger, Parent or Merger Sub may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Medallia’s employees to be effective as of the effective time of the merger.

The closing of the merger will take place (1) on a date that is as soon as possible, but no later than the second business day after the satisfaction or waiver (to the extent permitted under the merger agreement) of the last to be satisfied or waived of the closing conditions of the merger (described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of each of such conditions; or (2) at such other time agreed to by Medallia, Parent and Merger Sub. On the closing date of the merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance of such certificate of merger, or at a later time agreed to in writing by the parties and specified in such certificate of merger.

If the merger is consummated, our stockholders who do not vote in favor of the adoption of the merger agreement, who properly demand an appraisal of their shares, who continuously hold their shares through the effective time of the merger, who otherwise comply with the procedures of Section 262 of the DGCL and who do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, are entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL, which we refer to as “Section 262.” Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” or to a “holder of shares” are to a record holder of our common stock.

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 is attached to this proxy statement as Annex B and incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of our common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of our common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to demand an appraisal of such holder’s shares. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee to ensure that appraisal rights are exercised. Stockholders should carefully review the full text of Section 262 as well as the information discussed below.

Under Section 262, if the merger is completed, holders of record of shares of our common stock who (1) submit a written demand for appraisal of such stockholder’s shares to Medallia prior to the vote on the adoption of the merger agreement; (2) do not vote in favor of the adoption of the merger agreement; (3) continuously are the record holders of such shares through the effective time of the merger; and (4) otherwise comply with the procedures and satisfy certain ownership thresholds set forth in Section 262 may be entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine stockholders entitled to appraisal rights, will dismiss appraisal proceedings as to all of our stockholders who asserted appraisal rights unless (1) the total number of shares of our common stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of our common stock as measured in accordance with subsection (g) of Section 262; or (2) the value of the merger consideration in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each stockholder seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where 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 of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Medallia’s notice to our stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is attached to this proxy statement as Annex B. In connection with the merger, any holder of shares of our common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex B carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may 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 per share price described in the merger agreement without interest and less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock, Medallia believes that if a stockholder is considering exercising such rights, that stockholder should seek the advice of legal counsel.

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

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine stockholders entitled to appraisal rights, will dismiss appraisal proceedings as to all of our stockholders who asserted appraisal rights unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each of our stockholders who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement, abstain or not vote his, her or its shares.

A stockholder wishing to exercise appraisal rights must deliver to Medallia, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such stockholder’s shares. In addition, that stockholder must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the Internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A stockholder exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will constitute a waiver of the stockholder’s right of 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 adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement 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 adoption of the merger agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

Only a holder of record of shares of our common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of our common stock should be executed by or on behalf of the holder of record and must reasonably inform Medallia of the identity of the holder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. If the shares are 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, and if such shares 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.

STOCKHOLDERS WHO HOLD THEIR SHARES IN “STREET NAME” BY A BANK, BROKER, TRUST OR OTHER NOMINEE AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER, TRUST OR OTHER NOMINEE, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER, TRUST OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER, TRUST OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

At any time within 60 days after the effective date of the merger, any holder of shares of our common stock may withdraw his, her or its demand for appraisal and accept the per share price offered pursuant to the merger agreement, without interest and less any applicable withholding taxes, by delivering to Medallia, as the surviving corporation, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder 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; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the merger consideration within 60 days after the effective time of the merger. If Medallia, as the surviving corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share price being offered pursuant to the merger agreement.

If the merger is completed, within 10 days after the effective time of the merger, the surviving corporation will notify each record holder of shares of our common stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the merger agreement, that the merger has become effective and the effective date thereof.

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation or any holder of shares of our common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 (or the beneficial owner of such shares) 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, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our common stock. Accordingly, any holders of shares of our common stock who desire to have their shares 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 to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective time of the merger, any holder of shares of our common stock who has complied with the requirements for an appraisal of such holder’s shares pursuant to Section 262 will be entitled,

upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Medallia has received demands for appraisal, and the aggregate number of holders of such shares. The surviving corporation must send this statement to the requesting stockholder within 10 days after receipt by the surviving corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of our common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the surviving corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of our common stock 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 with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the surviving corporation and all of the stockholders shown on the verified list at the addresses stated therein. Any such notice shall also be given by one or more publications at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware or any other publication which the Delaware Court of Chancery deems advisable. The costs of any such notice are borne by the surviving corporation.

After notice to dissenting stockholders as required by the court, at the hearing on such petition, the Delaware Court of Chancery will determine the stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

The Delaware Court of Chancery will dismiss appraisal proceedings as to all of our stockholders who assert appraisal rights unless (1) the total number of shares for which appraisal rights have been pursued and perfected exceeds one percent of the outstanding shares of our common stock as measured in accordance with subsection (g) of Section 262 or (2) the value of the merger consideration in respect of the shares for which appraisal rights have been pursued and perfected exceeds $1 million.

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

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, fair value under Section 262. Although Medallia believes that the per share price 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 stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share price. Neither Medallia nor Parent anticipates offering more than the per share price to any stockholder exercising appraisal rights, and each of Medallia and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of our common stock is less than the per share price. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds above has been satisfied in respect of our stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be 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 stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of our common stock under Section 262 fails to perfect, or loses or validly withdraws, such holder’s right to appraisal, the stockholder’s shares of our common stock will be deemed to have been converted at the effective time of the merger into the right to receive the per share price as provided in the merger agreement. A stockholder will fail to perfect, or effectively lose, such holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger, if neither of the ownership thresholds above has been satisfied in respect of our stockholders seeking appraisal rights or if the stockholder delivers to the surviving corporation a written withdrawal of such holder’s demand for appraisal and an acceptance of the per share price as provided in the merger agreement in accordance with Section 262.

From and after the effective time of the merger, no stockholder who has demanded appraisal rights in compliance with Section 262 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 of record at a date which is prior to the effective date of the merger); provided, however, that if no petition for an appraisal is filed within the time provided in Section 262, if neither of the ownership thresholds above has been satisfied in respect of the stockholders seeking appraisal rights or if such stockholder delivers to the surviving corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger, either within 60 days after the effective date of the merger or thereafter with the written approval of the surviving corporation, then the right of such stockholder to an appraisal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger.

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. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the merger agreement, without interest and less any applicable withholding taxes. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion is a summary of material U.S. federal income tax consequences of the merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined 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 (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, 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 is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular 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. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN 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 FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

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:

The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the merger will 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. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain 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 shares of our common stock at different times and different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of our common stock.

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

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:

Information reporting and backup withholding (at a current rate of 24 percent) may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form); or (2) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s non-U.S. status on the appropriate series of IRS Form W-8 (or a substitute or successor form); or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

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

Sections 1471 through 1474 of the Code, and the Treasury regulations and administrative guidance issued thereunder (which we refer to as “FATCA”), impose a U.S. federal withholding tax of 30 percent on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30 percent on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. The Treasury Department recently released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30 percent applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders of our common stock are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of our common stock pursuant to the merger.

Under the merger agreement, Parent, Merger Sub and Medallia agreed to use reasonable best efforts to take, or cause to be taken, all actions, do, or cause to be done, all things and assist and cooperate with the other parties in doing, or causing to be done, all things necessary, proper or advisable under applicable law to consummate the merger, including: (1) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities; and (2) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the merger.

Under the HSR Act, the merger cannot be completed until Parent and Medallia file a Notification and Report Form with the Federal Trade Commission (which we refer to as the “FTC”) and the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”), and the applicable waiting period has expired or been terminated. The parties filed a notification and report form with the FTC and DOJ on August 6, 2021. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. The waiting period under the HSR Act is set to expire at 11:59 p.m., Eastern time, on September 7, 2021.

Under the Austrian Cartel Act, the merger cannot be completed until the merger is notified to the Federal Competition Authority (Bundeswettbewerbsbehörde, which we refer to as the “FCA”) and the Federal Cartel Prosecutor (Bundeskartellanwalt, which we refer to as the “FCP”) and the applicable waiting period has expired or been terminated. The parties made the necessary notification on August 9, 2021. If neither the FCA nor the FCP apply to the Cartel Court (Kartellgericht) for an in-depth investigation within the waiting period, the merger is deemed legally cleared. The parties will receive a declaration confirming whether or not an in-depth investigation has been opened one or two business days after expiration of the waiting period. The waiting period under the Austrian Cartel Act is set to expire at 11:59 p.m., Central European time, on September 6, 2021.

Medallia and Parent have each agreed to (1) use its respective reasonable best efforts to supply (or cause the other to be supplied) with any additional information that reasonably may be required or requested by the FTC, the DOJ or the governmental authorities of any other applicable jurisdiction in which any such filing is made; and (2) use its respective reasonable best efforts to take all action necessary to, as soon as practicable, (a) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other antitrust laws applicable to the merger and (b) obtain any required consents pursuant to any antitrust laws applicable to the merger.

At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under its antitrust laws as it deems necessary or desirable. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Medallia or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Each of Parent and Merger Sub agreed to, if and to the extent necessary to obtain clearance of the merger pursuant to the HSR Act and any other antitrust laws applicable to the merger, (1) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (a) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses of Parent and Merger Sub (and their respective affiliates, if applicable), on the one hand, and Medallia and its subsidiaries, on the other hand; and (b) any other restrictions on the activities of Parent and Merger Sub (and their respective affiliates, if applicable), on the one hand, and Medallia and its subsidiaries, on the other hand; and (2) contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging the merger agreement or the consummation of the merger.

One or more governmental bodies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents to the merger. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained, and there may be a substantial period of time between the approval by our stockholders and the completion of the merger.

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 on the completion of the merger 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.

Pursuant to the limited guaranty, the Thoma Bravo Fund has agreed to guaranty 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 Medallia, as specified in the merger agreement.

Subject to specified exceptions, the limited guaranty will terminate upon the earliest of:

The transactions contemplated by the merger agreement, including the payment of consideration due to our stockholders and the holders of other equity-based interests under the merger agreement, the repayment of all obligations under Medallia’s existing credit agreement and the payment of all related fees and expenses, will be funded with the proceeds of committed equity and debt financing, as further described below.

Pursuant to the equity commitment letter, the Thoma Bravo Fund has committed to capitalize Parent on the closing date of the merger with an equity contribution in an aggregate amount of up to $5,028,000,000, on the terms and subject to the conditions set forth in the equity commitment letter.

Pursuant to the debt commitment letter, the financial institutions party thereto (which we refer to as the “debt financing sources”) have severally and not jointly committed (1) to provide to Merger Sub on the closing date of the merger senior secured term loans; and (2) to make available to Merger Sub (a portion of which may be made available to Merger Sub on the closing date of the merger) (or, after the closing date of the merger, to the surviving company, as successor by merger to Merger Sub) a senior secured revolving credit facility, in each case, on the terms and subject to the conditions set forth in the debt commitment letter.

The obligation of the debt financing sources to provide the credit facilities described above is subject to customary conditions, including the following: