You are cordially invited to attend a special meeting of stockholders of Hologic, Inc., a Delaware corporation (the “Company,” “Hologic,” “we,” “us” and “our”), on [   ], at [   ], Eastern Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format. The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/HOLX2026SM. You will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” shall mean virtually present at the special meeting.

On October 21, 2025, the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “merger agreement”) with Hopper Parent Inc., a Delaware corporation (“Parent”), and Hopper Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). The merger agreement provides that, among other things, on the terms and subject to the conditions of the merger agreement: (i) Merger Sub will merge with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent (the “surviving corporation”); (ii) at the effective time of the merger (the “effective time”), each issued and outstanding share of common stock of the Company, par value $0.01 per share (the “Company common stock”), other than shares of Company common stock that, immediately prior to the effective time, (a) are held by the Company or any of its subsidiaries and not held on behalf of third parties, (b) are owned by Parent or Merger Sub or (c) are owned by stockholders of the Company who did not vote in favor of the merger agreement or the merger (or consent thereto in writing) and who have properly demanded, perfected and not withdrawn a demand for appraisal rights pursuant to, and otherwise have complied in all respects with, Section 262 of the Delaware General Corporation Law (clauses (a), (b) and (c) collectively, the “excluded shares”), will be automatically converted into the right to receive (x) $76.00 per share in cash, without interest (the “cash consideration”) and (y) one contingent value right (each, a “CVR”), which represents the right to receive up to $3.00 in cash, when and if payable, subject to the terms and conditions set forth in the contingent value rights agreement to be entered into between Parent, the Company and a rights agent selected by Parent and reasonably acceptable to the Company (such agreement, the “CVR agreement”) setting forth the terms of the CVRs (the consideration contemplated by clauses (x) and (y), together, the “merger consideration”). Parent and Merger Sub are affiliates of funds managed by Blackstone Inc. (“Blackstone”) and TPG Global, LLC (“TPG”).

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) determined that the terms of the merger agreement and the CVR agreement and the transactions contemplated by the merger agreement, including the merger and the CVR agreement, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iv) approved and declared advisable the CVR agreement and the transactions contemplated thereby, (v) resolved to recommend that the stockholders vote to approve the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement, and (vi) directed that the merger agreement be submitted to the stockholders for their adoption.

At the special meeting, the Company’s stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (the “merger agreement proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the transactions contemplated by the merger agreement, including consummation of the merger (the “advisory compensation proposal”), and (3) a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to adopt the merger agreement (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Your vote is important. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power of the issued and outstanding shares of the Company common stock entitled to vote thereon at the special meeting. Whether or not you plan to attend the special meeting as a holder of shares of Company common stock, we want to make sure your shares of Company common stock are represented at the special meeting. Please promptly follow the voting instructions provided on the enclosed proxy card or voting instruction form, as applicable, to submit your vote.

After reading the accompanying proxy statement, if you are a holder of Company common stock, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card by mail or by granting your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card or voting instruction form, as applicable). You may also vote your shares of Company common stock by attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy for shares of Company common stock are detailed in the section of the accompanying proxy statement entitled “The Special Meeting—Voting Procedures.” If you virtually attend the special meeting and vote your shares of Company common stock at the special meeting, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitation agent:

On behalf of the Board, thank you for your continued support.

The merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [   ], 2025 and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about [   ], 2025.

Notice is hereby given that a special meeting of stockholders of Hologic, Inc., a Delaware corporation (the “Company,” “Hologic,” “we,” “us” and “our”), will be held on [   ], at [   ], Eastern Time (unless the special meeting is adjourned or postponed), in a virtual-only meeting format (the “special meeting”). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting virtualshareholdermeeting.com/HOLX2026SM. The Company’s stockholders will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” and “in person” shall mean virtually present at the special meeting. The special meeting is being held for the purpose of acting on the following matters:

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

This proxy statement includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Forward-looking statements may be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “likely,” “future,” “strategy,” “potential,” “seeks,” “goal” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the merger. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

These forward-looking statements are subject to a number of risks and uncertainties that could adversely affect the Company’s business and prospects, and otherwise cause actual results to differ materially from those anticipated, including without limitation, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that Company stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Company common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally; and the risk that the holders of the CVRs will receive less-than-anticipated payments with respect to the CVRs after the closing of the proposed transaction.

Further information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements is included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025 filed with the SEC on November 18, 2025, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made by the Company from time to time with the SEC. These filings, when available, are available on the investor relations section of the Company’s website at https://investors.hologic.com or on the SEC’s website at https://www.sec.gov. If any of these risks materialize or any of these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this proxy statement are made only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based, except as required by law.

Hologic is a global leader in women’s health dedicated to developing innovative medical technologies that effectively detect, diagnose and treat health conditions and raise the standard of care around the world. We are a developer, manufacturer and supplier of premium diagnostics products, medical imaging systems, and surgical products focused on women’s health and well-being through early detection and treatment. We sell and service our products through a combination of direct sales and service personnel and a network of independent distributors and sales representatives. We operate in four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health.

We were incorporated in Massachusetts in October 1985 and reincorporated in Delaware on January 18, 1990. Our principal executive offices are located at 250 Campus Drive, Marlborough, Massachusetts 01752, and our telephone number is (508) 263-2900. Shares of Company common stock are listed on Nasdaq under the trading symbol “HOLX.”

Parent was formed on October 10, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

The principal executive offices of Parent are c/o Blackstone, 345 Park Avenue, New Yok, NY 10154, and c/o TPG, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

Merger Sub is a direct wholly-owned subsidiary of Parent and was formed on October 10, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

Upon consummation of the merger, Merger Sub will cease to exist, and the Company will continue as the surviving corporation and as a wholly owned subsidiary of Parent. The principal executive offices of Merger Sub are c/o Blackstone Inc., 345 Park Avenue, New Yok, NY 10154, and c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

We are furnishing this proxy statement to Company stockholders as part of the solicitation of proxies by the Board for exercise at the special meeting and at any postponements or adjournments thereof.

The special meeting of Company stockholders will be held on [   ], at [   ], Eastern Time, in a virtual-only meeting format.

To attend the special meeting, you will be required to enter the control number, included on your proxy card, voting instruction form or as you may otherwise receive, which will allow you to participate in the special meeting and vote your shares of Company common stock if you are a Company stockholder as of the record date. All shareholders are entitled to attend the special meeting; however, you are entitled to participate, meaning you are entitled to vote and submit questions at the special meeting, only if you were a stockholder of record as of the close of business on the record date, or if you were a beneficial owner of shares of Company common stock as of the record date and you obtain a legal proxy in accordance with the instructions below.

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement.

The Board has reviewed and considered the terms and conditions of the merger agreement, the CVR agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) determined that the terms of the merger agreement and the CVR agreement and the transactions contemplated by the merger agreement, including the merger and the CVR agreement, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iv) approved and declared advisable the CVR agreement and the transactions contemplated thereby, (v) resolved to recommend that the stockholders vote to approve the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement, and (vi) directed that the merger agreement be submitted to the stockholders for their adoption. Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. For a discussion of the factors that the Board considered in determining to recommend the approval of the merger agreement proposal, please see the section of this proxy statement entitled “The Merger—Reasons for the Merger.”

The special meeting is scheduled to be held on [   ], at [   ], Eastern Time, in a virtual-only meeting format. The Company will hold the special meeting virtually via live webcast to provide the opportunity for full and equal participation of all Company stockholders regardless of location.

You may attend the special meeting virtually by visiting virtualshareholdermeeting.com/HOLX2026SM and using the 16-digit control number found on the proxy card that you previously received. If you plan to attend the special meeting virtually, we encourage you to access the special meeting before the start time of [   ], Eastern Time. Please allow ample time to log into the audio webcast and test your computer systems. You may begin to log into the special meeting website approximately 15 minutes prior to the start of the special meeting.

The special meeting website is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) that have the most updated version of applicable software and plugins installed. Company stockholders should ensure that they have a strong Internet connection if they intend to virtually attend the special meeting. Attendees should allow sufficient time to access the special meeting and ensure that they can hear streaming audio prior to the start of the special meeting.

If you encounter any difficulties accessing the special meeting, please call the technical support number that will be provided on the special meeting website. Technical support will be available beginning approximately 15 minutes prior to the start of the special meeting through its conclusion.

Additional information regarding related rules of conduct and other materials for the special meeting will be available during the special meeting at virtualshareholdermeeting.com/HOLX2026SM.

You will not be able to attend the special meeting physically in person.

If you hold your shares in “street name” (in other words, your Company common stock is held in the name of your bank, broker or other nominee), you are entitled to virtually attend the special meeting but must first obtain a legal proxy in order to vote your shares at the special meeting. If you wish to participate and vote your shares at the special meeting, you must first obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy from your bank, broker or other nominee, please mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you request a legal proxy from your bank, broker or other nominee, you should note that the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker or other nominee to vote on your behalf and, in that case, you would only be able to vote at the special meeting. Failure to provide a legal proxy may invalidate any votes placed at the special meeting.

Only the holders of record of Company common stock at the close of business on [   ], the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the record date, there were [   ] shares of Company common stock issued and outstanding and entitled to vote at the special meeting. Each Company stockholder is entitled to one vote per share of Company common stock held by such Company stockholder on the record date on each of the proposals presented in this proxy statement.

For 10 days prior to the special meeting, the names of stockholders entitled to vote at the special meeting will be available for inspection for any purpose germane to the special meeting, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time, at the Company’s principal executive offices located at 250 Campus Drive, Marlborough, Massachusetts 01752, by contacting the Corporate Secretary of the Company.

A majority in voting power of all stock issued, outstanding and entitled to vote on the record date must be present in person at the special meeting or represented by proxy to constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. Our common stock is our only class of outstanding voting securities. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum. For shares of the Company common stock, broker non-votes will not be counted as shares present for purposes of determining the presence of a quorum unless your bank, broker or other nominee has been instructed to vote on at least one of the proposals presented in this proxy statement.

Whether or not a quorum is present at the special meeting of the stockholders, a majority of the votes cast on the question, present in person, or by remote communication, may adjourn the special meeting, without notice, if the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. In the event that a quorum is not present at the special meeting, or if there are insufficient votes to adopt the merger agreement at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power of the issued and outstanding shares of Company common stock entitled to vote thereon at the special meeting. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa.

Abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal.

The approval of the advisory compensation proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

The approval of the adjournment proposal requires the affirmative vote (in person or by proxy) of a majority of the votes cast on such proposal at the special meeting. Assuming a quorum is present at the special meeting, abstentions, failures to vote (including a failure to authorize a proxy to vote on your behalf) and broker non-votes will have no effect on the outcome of the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the adjournment proposal and vice versa.

Neither approval of the advisory compensation proposal nor approval of the adjournment proposal is a condition to the consummation of the merger.

With respect to shares of Company common stock, a broker “non-vote” occurs when a broker holding shares for a beneficial owner votes on at least one proposal, but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial owner. Under New York Stock Exchange rules, regardless of the exchange on which a company’s shares are listed, banks, brokers and other nominees have discretionary voting power for matters that are considered “routine” but not for matters considered “non-routine.” Absent instructions from you, the record holder may not vote on any non-routine matter. In that case, without your voting instructions, a broker non-vote will occur. Accordingly, a bank, broker or other nominee will not have discretionary authority to vote shares of the Company common stock because the rules applicable to banks, brokers and other nominees only provide such organization with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the special meeting is considered “non-routine.” As a result, no bank, broker or other nominee will be permitted to vote your shares of Company common stock at the special meeting without receiving instructions and we do not expect any broker non-votes on any of the proposals. You should consult your bank, broker or other nominee holder if you have questions about this.

Whether or not you plan to attend the special meeting and regardless of the number of shares of Company common stock, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly.

There are four ways to vote if you are a record holder (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, EQ):

If you are a record holder of Company common stock (in other words, you held Company common stock in your own name in the stock register maintained by our transfer agent, EQ) and to ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting. In order to vote by proxy card, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Eastern Time on [   ], one day before the special meeting. You may vote electronically over the Internet or by telephone until 11:59 p.m. Eastern Time on [   ]. You may also vote by attending the special meeting and voting during the live webcast.

If you hold your shares of Company common stock in “street name” (in other words, your Company common stock is held in the name of your bank, broker or other nominee), you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete, date, sign and mail the enclosed voting instruction form from your broker, bank or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker. To vote at the special meeting, which will have the same effect as revoking any previously submitted voting instructions, you will need to obtain a legal proxy from your bank, broker or other nominee and attend for the special meeting. Please see “The Special Meeting—Voting Procedures” for information on how to vote for each of the proposals. Without following the voting instructions, your Company common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger agreement proposal and will not have any effect on the advisory compensation proposal and adjournment proposal.

If you hold your shares under the Hologic, Inc. Savings and Investment Plan, you are entitled to direct Fidelity Management Trust Company, the trustee of the Hologic, Inc. Savings and Investment Plan, how to vote the shares of Company common stock allocated to your account under the plan. You should have received (or will receive) proxy materials and detailed instructions on how to direct the voting of shares of Company common stock allocated to your plan account and should follow the directions specified in those materials (or any related materials you may receive). Your direction must be received by on [   ], at [   ], Eastern Time in order for your direction to be followed. Your voting directions will be held in strictest confidence by Fidelity Management Trust Company (i.e., not disclosed to the Company). Except as otherwise required by law, shares of Company common stock held in your plan account for which you do not direct Fidelity Management Trust Company to vote in accordance with instructions provided will not be voted in connection with the transaction.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Okapi Partners LLC, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (844) 201-1170 (banks and brokers may call collect at (212) 297-0720).

If you complete and submit your proxy card or voting instructions for shares of Company common stock, the persons named as proxies will follow your instructions. If you are a holder of record for shares of Company common stock and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

For Company stockholders of record, any time after you have submitted a proxy and before the proxy is exercised, you may revoke or change your vote in one of four ways:

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

If your shares are held in the name of a bank, broker or other holder of record, which is known as being held in “street name,” you will need to revoke or resubmit your proxy through your bank, broker or other nominee and in accordance with its procedures. You should contact your bank, broker or other nominee to revoke your proxy. If your bank, broker or other nominee allows you to submit a proxy via the Internet or by telephone, you may be able to change your vote by submitting a new proxy via the Internet or by telephone (or by mail). If you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the special meeting, you may change your vote by attending the special meeting and voting during the live webcast.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and Nasdaq regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Okapi Partners LLC to assist with the solicitation of proxies. Okapi Partners LLC will be paid a fee of approximately $26,500 plus an additional success fee of $20,000 if the merger agreement proposal is approved by the Company stockholders plus an additional fee per call made or received and additional fees for other services as may be agreed by the Company plus reimbursement for certain fees and expenses.

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies. Whether or not a quorum is present at the special meeting of the stockholders, a majority of the

votes cast on the question, present in person, or by remote communication, may adjourn the special meeting, without notice, provided that the time and place of the new meeting and the means of remote communication, if any, by which Company stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting, are announced at the special meeting at which the adjournment is taken. If, however, the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, we will provide a notice of the adjourned meeting to each Company stockholder of record entitled to vote at the special meeting. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting.

As of the record date, the directors and executive officers of the Company beneficially owned an aggregate of [   ] shares of Company common stock, or approximately [   ]% of the voting power of the then-outstanding shares of Company common stock.

We currently expect that all directors and executive officers of the Company will vote their shares of Company common stock “FOR” each of the proposals to be presented at the special meeting. For more information regarding the security ownership of directors and executive officers of the Company, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

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

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Company common stock who (1) continuously holds such shares through the effective time, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights (but failure to vote against the merger, alone, will not constitute a waiver of appraisal rights), (3) strictly complies with the procedures under Section 262, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger—Appraisal Rights”), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the

accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. Voting in person or by proxy, against, abstaining from voting on or failing to vote on the adoption and approval of the merger will not constitute a written demand for appraisal as required by Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights.”

Pursuant to the Delaware General Corporation Law (the “DGCL”) and the Company’s by-laws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

If you have any questions or need assistance in voting, completing your proxy card or have questions regarding the special meeting, please contact Okapi Partners LLC, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll-free at (844) 201-1170 (banks and brokers may call collect at (212) 297-0720) or via email at info@okapipartners.com:

We are asking Company stockholders to vote on a proposal to adopt the merger agreement. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement entitled “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking Company stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger. As required by those rules, the Company is asking Company stockholders to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled “Potential Payments to Named Executive Officers,” including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company or the Board; as the Company is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary or appropriate, to obtain additional votes to approve the merger agreement proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger agreement proposal.

The Company is asking Company stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement proposal at the time of the special meeting.

The Company is seeking the adoption by Company stockholders of the merger agreement the Company entered into on October 21, 2025 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. The Board has authorized and approved the execution, delivery and performance by the Company of the merger agreement and declared the merger agreement advisable and recommends that Company stockholders vote to adopt the merger agreement.

The following summarizes the key meetings and events that led to and immediately followed the signing of the merger agreement. This summary does not purport to catalogue every conversation of or among the members of the Board, the representatives of the Company, or other parties and their respective financial advisors, legal advisors, affiliates or other representatives.

The Board and senior management regularly review and evaluate the Company’s business and long-term strategy, competitive position, historical performance, future prospects and opportunities, with the goal of enhancing stockholder value. These reviews have included discussions about the Company’s strategic alternatives, including continuing to execute on its strategy as a standalone company and exploring potential acquisition, business combination and sale transactions.

In connection with the regular exploration of potential strategic alternatives, members of management including Stephen MacMillan, the Chairman, President and Chief Executive Officer of the Company, have met from time to time with representatives of strategic companies and financial sponsors, including in certain cases as a result of inbound requests from such parties, to discuss trends and developments in the healthcare industry, market conditions, and the Company’s business and to assess whether there may be opportunities to pursue transactions that would enhance value for the Company’s stockholders. The Board was regularly updated regarding such discussions.

On September 16, 2024, Ram Jagannath, a Senior Managing Director and Global Head of Healthcare of Blackstone, sent an email to Mr. MacMillan to propose a meeting to reconnect. Mr. MacMillan and Mr. Jagannath subsequently agreed on a call to meet at a healthcare conference on January 12, 2025. 

On January 12, 2025, Mr. Jagannath met with Mr. MacMillan at a healthcare conference. They had a discussion during which Mr. Jagannath provided Mr. MacMillan with an overview of Blackstone and expressed Blackstone’s interest in the Company’s business. Mr. Jagannath asked Mr. MacMillan whether the Company had ever considered going private. Mr. MacMillan responded that the Board would consider offers to acquire the Company in line with its fiduciary duties. Mr. Jagannath requested that the Company enter into a confidentiality agreement (“NDA”) with Blackstone so Blackstone could obtain more information about the Company in connection with potentially submitting an offer to acquire the Company. Mr. MacMillan declined the request, informing Mr. Jagannath that the Company was publicly traded and there was sufficient publicly available information for Blackstone to consider in deciding whether to submit an offer to acquire the Company. After this meeting, Mr. MacMillan informed Amy M. Wendell, the Board’s lead independent director, of his discussion with Mr. Jagannath.

On February 4, 2025, Mr. MacMillan held an informal call with the Board, during which he updated the Board on his initial conversation with Mr. Jagannath.

On February 13, 2025, Mr. Jagannath spoke with Mr. MacMillan to express Blackstone’s interest in acquiring the Company and the potential timing of an offer. Mr. Jagannath informed Mr. MacMillan that Blackstone had devoted significant time over the last month on the potential acquisition opportunity and was excited about the Company. Mr. Jagannath noted that he would be discussing a potential acquisition of the Company at a meeting of Blackstone’s investment committee the following week. Mr. MacMillan informed Ms. Wendell of this call after it occurred and updated the Board as to these overtures from Blackstone during the Board’s meeting on February 25, 2025, as further discussed below.

On February 23, 2025, Mr. Jagannath spoke with Mr. MacMillan to reiterate that Blackstone was very excited about the Company’s business. Mr. Jagannath indicated that the Blackstone investment committee had not met the

prior week, but that Mr. Jagannath expected to send a non-binding indication of interest later that week. Mr. MacMillan informed Ms. Wendell of this call after it occurred and updated the Board as to these matters during its meeting on February 25, 2025.

Mr. MacMillan routinely spoke with and updated Ms. Wendell regarding Company and Board matters and continued to provide updates to Ms. Wendell throughout the process.

On February 25, 2025, the Board held a regular meeting, with members of the Company’s senior management and representatives of Goldman Sachs, the Company’s long-standing financial advisor that had provided strategic advice to the Company for a number of years, in attendance. During the meeting, Mr. MacMillan provided the Board with an update regarding the outreach from the representative of Blackstone and Blackstone’s interest in the Company. Representatives of Goldman Sachs provided an overview of industry landscape and trends and presented to and discussed with the Board its preliminary financial analysis of the Company. After discussion, the Board agreed that while continuing conversations with Blackstone was appropriate, absent a proposal or additional compelling information, the Company would not look to engage beyond initial conversations, including refraining from participation in any diligence process.

On February 28, 2025, Mr. MacMillan had a conversation with Mr. Jagannath at the request of Mr. Jagannath during which Mr. Jagannath indicated that Blackstone and its investment committee maintained a high level of enthusiasm for the Company. Mr. Jagannath noted that Blackstone would be reaching out to three of its large limited partners to discuss a potential transaction with the Company. Mr. Jagannath also mentioned that Blackstone intended to conduct additional market research in the Breast Health space and had retained a consultant to assess certain aspects of the sector.

On March 6, 2025, while at a healthcare conference, Mr. MacMillan had a conversation with a partner at another private equity firm, which we refer to as “Financial Sponsor A,” during which such partner expressed interest in the Company. Following the conference, through ordinary course discussions, a senior executive at Financial Sponsor A had a conversation with a representative of Goldman Sachs (in its capacity as the Company’s financial advisor), during which he expressed interest in doing additional work on a potential transaction with the Company. On March 20, 2025, Mr. MacMillan received an email from the same senior executive at Financial Sponsor A requesting a meeting with Mr. MacMillan to discuss potential opportunities for collaboration. A meeting was scheduled for April 3, 2025.

On March 18, 2025, Mr. Jagannath had a conversation with a representative of Goldman Sachs, during which Mr. Jagannath provided an update on the status of Blackstone’s internal process with respect to the potential transaction. Mr. Jagannath expressed that the potential transaction with the Company remained a high priority for Blackstone.

On March 25, 2025, Mr. Jagannath and Mr. MacMillan had a conversation during which Mr. Jagannath indicated that before potentially providing a non-binding indication of interest, Blackstone would like Mr. MacMillan to meet with Martin Brand, the Senior Managing Director and Head of Blackstone Capital Partners, and Joe Baratta, the Senior Managing Director and Global Head of Blackstone Private Equity Strategies. Mr. Jagannath also requested permission for Blackstone to contact TPG to potentially participate in a transaction with Blackstone. Mr. MacMillan advised that such an outreach would be acceptable. 

On April 3, 2025, Mr. MacMillan met with Mr. Brand, Mr. Jagannath and Alex Albert, a Partner at TPG, and discussed various aspects of the Company’s business.

On April 3, 2025, Mr. MacMillan met with two executives at Financial Sponsor A. The parties discussed various aspects of the Company’s business and the representatives of Financial Sponsor A expressed that they had paid attention to and were intrigued by the Company. The meeting concluded with the representatives of Financial Sponsor A notifying Mr. MacMillan that they may come back to the Company with some additional questions. 

On April 7, 2025, Mr. MacMillan had a conversation with Mr. Baratta and Mr. Jagannath and discussed various aspects of the Company’s business. Later that day, Mr. MacMillan held an informal call with the Board, during which he updated the Board with respect to his conversations with representatives from Financial Sponsor A as well as his conversations with representatives from Blackstone and TPG.

On April 8, 2025, an executive at Financial Sponsor A reached out to Mr. MacMillan to thank him for the conversation and noted that Financial Sponsor A would continue to follow the Company. There were no further discussions with Financial Sponsor A.

On May 5, 2025, Mr. MacMillan held an informal call with the Board during which he updated the Board with respect to the status of his conversations with Financial Sponsor A.

On May 12, 2025, Mr. MacMillan had a conversation with Mr. Jagannath and Mr. Albert, during which Mr. Jagannath and Mr. Albert told Mr. MacMillan that they would be sending a non-binding indication of interest and described the terms thereof (which terms were consistent with the May 11 Indication of Interest). Later on May 12, 2025, the Company received an initial, non-binding indication of interest from Blackstone and TPG, which was dated May 11, 2025 (the “May 11 Indication of Interest”). The May 11 Indication of Interest stated that Blackstone and TPG were prepared to acquire all of the outstanding equity of the Company in an all-cash transaction for $70.00 – $72.00 per share on a fully diluted basis. The May 11 Indication of Interest stated that such offer reflected a 23 – 27% premium to the Company’s closing stock price of $56.75 per share as of May 9, 2025, and a 22 – 25% premium to the volume weighted average share price for the 30-day period ended on May 9, 2025. The May 11 Indication of Interest also stated that Blackstone and TPG were amenable to having the definitive agreement include a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for a reasonable period of time after signing and to terminate the agreement with Blackstone and TPG in order to accept a superior proposal, subject to customary matching rights, break-up fee and expense reimbursement. The May 11 Indication of Interest was provided to the Board.

On May 19, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of Goldman Sachs and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), the Company’s long-standing external counsel, in attendance. Mr. MacMillan referenced the May 11 Indication of Interest, reminded the Board that Blackstone had expressed initial interest in the Company in January 2025 and provided high-level comments on the May 11 Indication of Interest. Representatives of Goldman Sachs then presented to and discussed with the Board its preliminary financial analysis of the May 11 Indication of Interest. The Board discussed the potential value to the Company’s stockholders of the transaction proposed by the May 11 Indication of Interest as well as a need to receive additional detail on the Company’s updated long-range strategic plan. After discussion, the Board came to the view that considering the information provided during the meeting by representatives of Goldman Sachs and the Company’s management team, the May 11 Indication of Interest was not compelling but deserved additional attention and discussion. The Board agreed to schedule additional time later that week to further discuss the May 11 Indication of Interest and next steps for responding to Blackstone and TPG.

On May 22, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of Goldman Sachs and Wachtell Lipton in attendance. The representative of Wachtell Lipton provided the members of the Board with a summary of legal considerations in the context of evaluating the May 11 Indication of Interest. Mr. MacMillan and Karleen Oberton, the Company’s Chief Financial Officer, reviewed different business scenarios, based on various upside and downside assumptions in the Company’s draft business forecast to show potential growth paths of the Company. Mr. MacMillan indicated that management’s updated long range strategic plan for the Company was on track to be presented at the Board’s regularly scheduled meeting on June 11-12, 2025. Representatives of Goldman Sachs then discussed various potential alternative strategic transactions for the Company that could potentially create shareholder value. Following discussion, the Board again noted that the May 11 Indication of Interest did not seem compelling given the information provided by representatives of Goldman Sachs and the Company’s management team, including the Company’s current thinking around the growth scenarios discussed and the Company’s strong balance sheet to fund growth initiatives. The Board agreed to schedule additional time prior to the June 11-12 regularly scheduled Board meeting to discuss the May 11 Indication of Interest further. The Board also discussed and directed the Company’s management and Goldman Sachs to contact three strategic parties, which we refer to as “Strategic Party A”, “Strategic Party B” and “Strategic Party C”, as to their possible interest in a transaction involving the Company and to assess potential other interests in the Company as the Board continues to evaluate the May 11 Indication of Interest and the possibility of a transaction. The Board also directed Goldman Sachs to communicate to Blackstone and TPG that the Board did not find the May 11 Indication of Interest to be compelling, but that the Board would further evaluate it at a forthcoming meeting.

Later on May 22, 2025, representatives of Goldman Sachs contacted senior executives of Strategic Party A, Strategic Party B and Strategic Party C to discuss their potential interest in evaluating a strategic transaction

involving the Company. Representatives of Strategic Party B and Strategic Party C indicated that they were not interested in a potential strategic transaction involving the Company at that time. Representatives of Strategic Party A indicated their interest in evaluating a potential strategic transaction involving the Company. Representatives of Goldman Sachs provided to Strategic Party A a draft customary confidentiality agreement prepared by Wachtell Lipton, which was subsequently entered into as of May 23, 2025 (the “Strategic Party A NDA”). The Strategic Party A NDA included a customary standstill and “don’t ask, don’t waive” provision, but permitted Strategic Party A to make any confidential proposal to, or have private discussions with, the Chief Executive Officer of the Company or the Board or authorized representatives of Goldman Sachs with respect to a proposed negotiated transaction with the Company so long as such proposal was not intended to cause, and could not reasonably be expected to cause or require, the Company to make a public disclosure. The Strategic Party A NDA also provided that the standstill obligations would terminate upon any person entering into a definitive agreement with the Company to acquire more than 50% of the outstanding voting securities or consolidated assets of the Company.

Following initial outreach to Strategic Party C from Goldman Sachs, on May 22, 2025, notwithstanding prior conversations, the Chief Executive Officer of Strategic Party C contacted Mr. MacMillan and indicated that Strategic Party C was now considering its potential interest in a business combination with the Company. There was no follow-up from Strategic Party C and the parties did not have any further conversations.

Also on May 22, 2025, representatives of Goldman Sachs held a call with Mr. Jagannath and Mr. Albert, during which representatives of Goldman Sachs communicated that the Board did not find the May 11 Indication of Interest to be compelling, but that the Board would further evaluate it at a forthcoming meeting.

On May 27, 2025, The Financial Times published a story (the “May 27 FT Article”) that TPG and Blackstone had made an approach to take the Company private, offering to purchase the Company for $70 to $72 per share, equating to a value of $16.3 to $16.7 billion including debt, and that the Company had rejected this nonbinding offer.

On May 28, 2025, Mr. MacMillan, Ms. Oberton, Anne Liddy, the Company’s General Counsel, and Michael Watts, Corporate Vice President, Investor Relations, of the Company held a meeting with representatives of Strategic Party A and provided representatives of Strategic Party A with an overview of and answered questions regarding various aspects of the Company’s business.

Also on May 28, 2025, the chief executive officer of another strategic party, which we refer to as “Strategic Party D”, contacted Mr. MacMillan to express interest in a potential acquisition of the Company. At the direction of senior management of the Company, representatives of Goldman Sachs provided to Strategic Party D a draft customary confidentiality agreement prepared by Wachtell Lipton, which was subsequently executed on June 1, 2025 (the “Strategic Party D NDA”). The Strategic Party D NDA was substantially similar to the Strategic Party A NDA and similarly included a customary standstill and “don’t ask, don’t waive” provision, but permitted Strategic Party D to make any confidential proposal to the Chief Executive Officer of the Company or the Board with respect to a proposed negotiated transaction with the Company so long as such proposal was not intended to cause, and would not reasonably be expected to cause or require, the Company to make a public disclosure. The Strategic Party D NDA also provided that the standstill obligations would terminate upon any person entering into a definitive agreement with the Company to acquire more than 50% of the outstanding voting securities or consolidated assets of the Company.

On June 2, 2025, a representative of Strategic Party A contacted representatives of Goldman Sachs to convey that Strategic Party A was no longer interested in evaluating a potential strategic transaction with the Company.

Later on June 2, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of each of Goldman Sachs and Wachtell Lipton in attendance. Representatives of Goldman Sachs provided an update that, at the Board’s direction, they had reached out to representatives of Strategic Party A, Strategic Party B and Strategic Party C and that Strategic Party A had entered into a confidentiality agreement with the Company and participated in a management presentation on May 28, 2025. Mr. MacMillan conveyed to the Board that a representative of Strategic Party A had conveyed to him earlier that day that Strategic Party A was no longer interested in evaluating a potential strategic transaction with the Company. Representatives of Goldman Sachs also noted that representatives of each of Strategic Party B and Strategic Party C indicated to Goldman Sachs on May 22, 2025 that they were not interested in a potential strategic transaction involving the Company at that time and that neither had entered into a confidentiality agreement with the Company. Representatives of Goldman Sachs also reported that they had received a few inbound calls from private equity firms following the May 27 FT Article

but they did not expect any follow-up from those firms. Mr. MacMillan noted for the Board that the chief executive officer of Strategic Party D had contacted him to express interest in a potential acquisition of the Company, the Company had entered into a confidentiality agreement with Strategic Party D and a management meeting with Strategic Party D was scheduled for June 3, 2025. After discussion, the Board directed representatives of Goldman Sachs to communicate to Blackstone and TPG that the Company would further evaluate the May 11 Indication of Interest at its June 11-12 regularly scheduled board meeting. After representatives of Goldman Sachs and Wachtell Lipton were excused from the meeting, members of senior management provided the Board with an update regarding the potential formal engagement of Goldman Sachs as the Company’s financial advisor and a fee proposal that had been discussed with Goldman Sachs. Discussion ensued around benchmarking and analysis of the fee proposal, the expertise and capability of Goldman Sachs, Goldman Sachs’ familiarity with the Company and the benefits and disadvantages of engaging a second investment bank. After discussion, the Board approved the formal engagement of Goldman Sachs, approved the proposed fee and determined not to seek to engage a second investment bank at that time. Later on June 2, 2025, representatives of Goldman Sachs conveyed the Board’s message to representatives of Blackstone and TPG.

On June 3, 2025, Mr. MacMillan, Ms. Oberton, Ms. Liddy, Mr. Watts and Mark Irving, Vice President and Corporate Secretary of the Company, held a meeting with representatives of Strategic Party D and provided representatives of Strategic Party D with an overview of and answered questions regarding various aspects of the Company’s business.

On June 11 and June 12, 2025, the Board held a regular meeting, with members of the Company’s senior management in attendance. Ms. Oberton and Mr. Watts briefly discussed the Company’s recent performance, valuation, path to future growth as well as shareholder feedback on the May 27 FT Article. During the meeting, the Board reviewed and discussed with senior management the proposed long range strategic plan for the Company (as described further in the section of this proxy statement entitled “—Certain Financial Forecasts”). Following discussion, the Board approved the long range strategic plan as presented. In addition, during such meeting on June 12, with representatives of Goldman Sachs also in attendance, the Board discussed the May 11 Indication of Interest. Representatives of Goldman Sachs noted that following the June 2, 2025 Board meeting, Strategic Party D had participated in a management presentation on June 3, 2025. Representatives of Goldman Sachs then presented to and discussed with the Board its preliminary financial analysis with respect to the May 11 Indication of Interest. The Board also further discussed the Company’s strong balance sheet to fund growth initiatives, such as innovation and acquisitions, the Company’s stock performance and valuation, and the general backdrop of MedTech and Life Sciences stocks underperforming. After discussion, the Board directed representatives of Goldman Sachs to communicate to Blackstone and TPG that the Company was not interested in pursuing the transaction proposed in the May 11 Indication of Interest, but would consider executing a confidentiality agreement with each of Blackstone and TPG and providing limited high-level due diligence if Blackstone and TPG believed that they could materially increase the value in their proposal.

On June 16, 2025, Mr. MacMillan had a conversation with representatives of Blackstone and TPG in which he communicated that the Board determined that the May 11 Indication of Interest was insufficient.

On June 17, 2025, representatives of Goldman Sachs had a conversation with representatives of Blackstone and TPG in which the representatives of Blackstone and TPG indicated that they would be potentially willing to materially increase their offer to acquire the Company if they could be provided confidential information from the Company. The representatives of Blackstone and TPG also requested a meeting with members of the Company’s senior management, and such meeting was subsequently scheduled for June 27, 2025.

On June 18, 2025, at the direction of the Board, representatives of Goldman Sachs provided to each of Blackstone and TPG a draft customary confidentiality agreement prepared by Wachtell Lipton, which were subsequently executed on June 21, 2025 (the “Blackstone NDA” and the “TPG NDA”). Both included a customary standstill and “don’t ask, don’t waive” provision, but permitted Blackstone and TPG to make any confidential proposal to the Chief Executive Officer of the Company, the Board or authorized representatives of Goldman Sachs so long as such proposal would not reasonably be expected to cause or require the Company to make a public disclosure. Both also provided that the standstill obligations would terminate upon any person entering into a definitive agreement with the Company to acquire more than 50% of the outstanding voting or equity securities or consolidated business or assets of the Company.

On June 23, 2025, representatives of Goldman Sachs had a conversation with representatives of Strategic Party D during which the representatives of Strategic Party D indicated that they were still considering a potential strategic transaction involving the Company, but did not request additional information from the Company.

On June 27, 2025, Mr. MacMillan, Ms. Oberton, Ms. Liddy, Mr. Watts, Mr. Irving and representatives of Goldman Sachs held a meeting with representatives of Blackstone and TPG along with representatives of the Abu Dhabi Investment Authority (“ADIA”) and GIC Private Limited (“GIC”), which were potential co-investors with Blackstone and TPG and were covered as “representatives” under the Blackstone NDA and the TPG NDA, and provided them with an overview of and answered questions regarding various aspects of the Company’s business. Following the meeting, representatives of Blackstone and TPG requested a call with Ms. Oberton to discuss the Company’s third quarter results and outlook for the fourth quarter, and such meeting was subsequently scheduled for July 11, 2025.

On July 2, 2025, the chief executive officer of Strategic Party D sent an email to Mr. MacMillan that noted, among other things, that Strategic Party D remained engaged with strong interest and was continuing to do significant work.

On July 7, 2025, Mr. MacMillan held an informal call with the Board during which he updated the Board with respect to the status of conversations with Blackstone and TPG as well as his correspondence with Strategic Party D.

On July 11, 2025, Ms. Oberton and Mr. Watts and representatives of Goldman Sachs held a meeting with representatives of Blackstone and TPG during which Ms. Oberton provided a high-level overview of the Company’s third quarter results and outlook for the fourth quarter.

On July 21, 2025, Mr. MacMillan had a conversation with representatives of Blackstone and TPG during which the representatives of Blackstone and TPG communicated that they would be sending a revised, non-binding indication of interest to acquire 100% of the outstanding equity of the Company in an all-cash transaction for $74.50 per share on a fully diluted basis. The representatives of Blackstone and TPG also highlighted the meaningful increase in absolute dollars reflected in such per share price against the May 11 Indication of Interest.

Later on July 21, 2025, the Company received a revised, non-binding indication of interest from Blackstone and TPG (the “July 21 Indication of Interest”). The July 21 Indication of Interest stated that Blackstone and TPG were prepared to acquire 100% of the outstanding equity of the Company in an all-cash transaction for $74.50 per share on a fully diluted basis. The July 21 Indication of Interest stated that such offer reflected a 37% premium to the Company’s unaffected stock price (the closing stock price as of May 23, 2025), and a 33% premium to the unaffected volume-weighted average share price for the 30-day period ended on May 23, 2025. The July 21 Indication of Interest also provided that Blackstone and TPG were amenable to having the definitive agreement include a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for a reasonable period of time after signing and to terminate the agreement with Blackstone and TPG in order to accept a superior proposal, subject to customary matching rights, break-up fee and expense reimbursement. The July 21 Indication of Interest was provided to the Board.

On July 23, 2025, at the direction of senior management of the Company, representatives of Goldman Sachs had a conversation with representatives of Strategic Party D regarding their continued interest in a potential strategic transaction involving the Company.

On July 25, 2025, a representative of Strategic Party D contacted representatives of Goldman Sachs and indicated that Strategic Party D was no longer interested in considering a potential strategic transaction involving the whole Company at that time. This communication was shared with members of senior management of the Company and the Board.

On August 1, 2025, Mr. MacMillan met with Mr. Jagannath and Mr. Albert and discussed various aspects of the Company’s business and that the Board would be evaluating the July 21 Indication of Interest at an upcoming meeting.

On August 4, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of each of Goldman Sachs and Wachtell Lipton in attendance. Mr. MacMillan reminded the Board that as he had previously communicated to the Board, Strategic Party D had contacted representatives of Goldman Sachs and indicated that Strategic Party D was no longer interested in considering a potential strategic transaction involving the whole Company at that time. Mr. MacMillan discussed the July 21 Indication of Interest and noted the

lack of significant movement from a per share price perspective beyond the May 11 Indication of Interest, but highlighted that the increase in absolute dollars was meaningful for Blackstone and TPG. Representatives of Goldman Sachs also noted for the Board that the messaging from Blackstone and TPG indicated that they did not have room to further increase their offer in any meaningful way. Ms. Oberton and Mr. Watts briefly discussed the Company’s recent performance and valuation. Representatives of Goldman Sachs then presented to and discussed with the Board its preliminary financial analysis with respect to the July 21 Indication of Interest. After representatives of Goldman Sachs and Wachtell Lipton were excused from the meeting, the Board continued discussing the July 21 Indication of Interest with members of senior management in attendance and following the excusal of members of senior management from the meeting (other than Mr. MacMillan). The Board discussed, among other things, the Company’s long range strategic plan to drive revenue growth and earnings along with execution risk to that plan, the Company’s strong balance sheet to fund growth initiatives such as innovation and acquisitions, and, if Blackstone and TPG were to propose as an alternative a contingent payment structure, the fact that contingent payment structures like a contingent value right were not certain to pay out the stated amount to Company stockholders. Following additional discussion, the Board concluded that the July 21 Indication of Interest was not sufficiently compelling and should be rejected. Mr. MacMillan was directed to convey this determination to representatives of Blackstone and TPG, which representatives of Goldman Sachs did on August 5, 2025.

On August 11, 2025, the Company received a revised, non-binding indication of interest from Blackstone and TPG (the “August 11 Indication of Interest”). The August 11 Indication of Interest stated that Blackstone and TPG were prepared to acquire 100% of the outstanding equity of the Company in an all-cash transaction for up to $78.25 per share on a fully diluted basis, consisting of an upfront cash payment of $76.00 per share and $2.25 per share across one or more non-tradable contingent value right(s) (“CVRs”) based on achieving management plan total revenue in the Company’s 2026 fiscal year (“FY26”) and Breast Health revenue in the Company’s 2027 fiscal year (“FY27”). The August 11 Indication of Interest stated that such offer reflected a 44% premium to the Company’s unaffected stock price (the closing stock price as of May 23, 2025), and a 39% premium to the unaffected volume-weighted average share price for the 30-day period ended on May 23, 2025. The August 11 Indication of Interest also provided that Blackstone and TPG were amenable to having the definitive agreement include a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for a reasonable period of time after signing and to terminate the agreement with Blackstone and TPG in order to accept a superior proposal, subject to customary matching rights, break-up fee and expense reimbursement. The August 11 Indication of Interest was provided to the Board.

On August 12, 2025, Mr. MacMillan had a conversation with Mr. Jagannath and Mr. Albert about the August 11 Indication of Interest, during which Mr. MacMillan communicated that some members of the Board had previously expressed skepticism around the use of CVRs and the Board would want to ensure that any CVR was reasonably achievable.

On August 14, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of Goldman Sachs and Wachtell Lipton in attendance. Mr. MacMillan began by discussing the August 11 Indication of Interest. Mr. MacMillan noted that he spoke to representatives of Blackstone and TPG after receiving the August 11 Indication of Interest and shared with the Board additional detail communicated by the representatives of Blackstone and TPG regarding the CVR noted in the August 11 Indication of Interest. Mr. MacMillan also commented that he had communicated to representatives of Blackstone and TPG that some members of the Board expressed skepticism around the use of CVRs. Representatives of Goldman Sachs then presented to and discussed with the Board a preliminary financial analysis of the August 11 Indication of Interest. Mr. Watts next discussed various views on the Company’s valuation and feedback he had heard from investors on valuation and growth potential for the Company. Representatives of Wachtell Lipton further discussed CVRs and alternative transaction structures. After representatives of Goldman Sachs and Wachtell Lipton and members of senior management (other than Mr. MacMillan) were excused from the meeting, and following additional discussion, the Board concluded that while the August 11 Indication of Interest was of interest, they believed that Blackstone and TPG should be able to offer more. The Board determined to make a counterproposal to Blackstone and TPG of $79.00 in cash and a $3.00 CVR (the “August 14 Counterproposal”). The Board instructed that representatives of Goldman Sachs should communicate the August 14 Counterproposal to Blackstone and TPG and update the Company thereafter. Representatives of Goldman Sachs communicated the August 14 Counterproposal to Mr. Jagannath and Mr. Albert later that day.

On August 25, 2025, the Board held a special meeting, with members of the Company’s senior management in attendance. During such meeting, Mr. MacMillan noted to the Board that Blackstone and TPG were still considering the August 14 Counterproposal.

Later on August 25, 2025, representatives of Blackstone and TPG communicated orally to representatives of Goldman Sachs a revised non-binding indication of interest to acquire 100% of the outstanding equity of the Company in an all-cash transaction for up to $80.00 per share on a fully diluted basis, consisting of an upfront cash payment of $77.00 per share and up to $3.00 per share on a fully diluted basis in the form of two non-tradable CVRs. The representatives of Blackstone and TPG indicated that the first CVR would pay $1.50 in cash per share if the Company met or exceeded management plan Breast Health revenue in FY26 and the second CVR would pay $1.50 in cash per share if the Company met or exceeded management plan Breast Health revenue in both FY26 and FY27. The representatives of Blackstone and TPG indicated that they would be sending a letter to the Company reflecting this non-binding indication of interest and this non-binding indication of interest was their best and final offer. Representatives of Goldman Sachs communicated this non-binding indication of interest to the Company.

On August 26, 2025, Mr. MacMillan provided an email update to the Board that described the oral non-binding indication of interest that Blackstone and TPG had communicated to representatives of Goldman Sachs on August 25, 2025.

On August 28, 2025, the Company received a revised, non-binding indication of interest from Blackstone and TPG (the “August 28 Indication of Interest”). The August 28 Indication of Interest stated that Blackstone and TPG were prepared to acquire 100% of the outstanding equity of the Company in an all-cash transaction for up to $80.00 per share on a fully diluted basis, consisting of an upfront cash payment of $77.00 per share and up to $3.00 per share on a fully diluted basis in the form of two non-tradable CVRs. The August 28 Indication of Interest stated that the first CVR would pay $1.50 in cash per share if the Company met or exceeded management plan Breast Health revenue in FY26 and the second CVR would pay $1.50 in cash per share if the Company met or exceeded management plan Breast Health revenue in both FY26 and FY27. The August 28 Indication of Interest stated that such offer reflected a 47% premium to the Company’s unaffected stock price (the closing stock price as of May 23, 2025), and a 42% premium to the unaffected volume-weighted average share price for the 30-day period ended on May 23, 2025. The August 28 Indication of Interest also provided that Blackstone and TPG were amenable to having the definitive agreement include a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for a reasonable period of time after signing and to terminate the agreement with Blackstone and TPG in order to accept a superior proposal, subject to customary matching rights, break-up fee and expense reimbursement. The August 28 Indication of Interest noted that it reflected Blackstone’s and TPG’s best and final assessment of value for the Company’s stockholders and it would expire at 5:00 pm Eastern Time on August 29, 2025. The August 28 Indication of Interest was provided to the Board. 

Later on August 28, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of each of Goldman Sachs and Wachtell Lipton in attendance. Mr. MacMillan began by discussing the August 28 Indication of Interest, including with respect to the proposed CVRs and their payment triggers. Representatives of Goldman Sachs then presented to and discussed with the Board a preliminary financial analysis of the August 28 Indication of Interest. After representatives of Goldman Sachs and Wachtell Lipton and members of senior management (other than Mr. MacMillan) were excused from the meeting, and following additional discussion, the Board determined that the August 28 Indication of Interest served as a basis on which the Company could execute a transaction with Blackstone and TPG and directed that the Company and its advisors proceed with negotiation of definitive transaction agreements and confirmatory due diligence with Blackstone and TPG and to keep the Board apprised of negotiations, as appropriate. Representatives of Goldman Sachs communicated the Board’s determination to representatives of Blackstone and TPG later that day.

On September 2, 2025, the Company entered into an engagement letter with Goldman Sachs in connection with the contemplated transaction on terms previously agreed between the Company and Goldman Sachs.

On September 3, 2025, the Company provided Blackstone and TPG and their respective representatives, including Blackstone’s and TPG’s legal advisor, Kirkland & Ellis LLP (“Kirkland”), with access to a virtual data room, containing documents responsive to Blackstone’s and TPG’s due diligence request list. The virtual data room was updated with additional due diligence information throughout the ensuing transaction negotiations.

On September 9, 2025, members of the Company’s management team and representatives of Wachtell Lipton held legal due diligence calls with representatives of Blackstone and TPG and representatives of Kirkland.

On September 10 and 11, 2025, members of the Company’s management team held in-person meetings with representatives of Blackstone and TPG at the office of Wachtell Lipton, along with representatives of ADIA and GIC. During the meetings, members of the Company’s management team provided an overview of and answered questions regarding various aspects of the Company’s business, operations, sales and products.

During the remainder of September 2025 and October 2025, members of the Company’s management team held multiple due diligence sessions with representatives of Blackstone and TPG, certain of which were also attended by representatives of the Company’s, Blackstone’s and TPG’s respective advisors. Among other things, these due diligence meetings covered the Company’s financial model, operations, sales, products, tax matters, employees, regulatory matters, insurance, information technology, and legal matters. In addition, between September 17 and September 22, 2025, representatives of Blackstone and TPG conducted site visits of certain manufacturing facilities of the Company. Additional documents were also shared via the virtual data room through this process.

On September 12, 2025, representatives of Wachtell Lipton sent a draft merger agreement to representatives of Kirkland, which included, among other things, (i) a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for 45 days (plus a potential 10 business day extension in certain circumstances) after signing the merger agreement and to terminate the merger agreement with Blackstone and TPG in order to accept a superior proposal, (ii) a Company termination fee equal to 1.0% of equity value during the go shop and 2.75% of equity value thereafter, and (iii) a Parent termination fee equal to 8.0% of equity value.

On September 17, 2025, the Board held a regular meeting, with members of the Company’s senior management in attendance. Representatives of each of Goldman Sachs and Wachtell Lipton were also in attendance for the portion of the meeting relating to the potential transaction with Blackstone and TPG. During the meeting, members of the Company’s senior management team and representatives of Goldman Sachs and Wachtell Lipton provided an update regarding the potential transaction with Blackstone and TPG, including the diligence meetings to date, planned future diligence meetings, the status and terms of the draft merger agreement and an illustrative timeline to signing the potential transaction.

Additionally, on September 17, 2025, Bloomberg and Reuters published separate stories reporting that Blackstone and TPG had revived their interest in acquiring the Company and were conducting due diligence.

On September 18, 2025, representatives of Kirkland sent a draft of the CVR agreement to representatives of Wachtell Lipton. Among other things, the CVR agreement contemplated that the holder of each CVR would receive (i) $1.50 if Breast Health revenue in FY26 was equal to or exceeded $1,575,171,803 and (ii) only if the threshold set forth in clause (i) was satisfied, an additional $1.50 if Breast Health revenue in FY27 was equal to or exceeded $1,675,530,090.

On September 21, 2025, representatives of Kirkland sent a revised draft of the merger agreement to representatives of Wachtell Lipton, which included, among other things, (i) a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for 45 days (with no extension) after signing the merger agreement and to terminate the merger agreement with Blackstone and TPG in order to accept a superior proposal, (ii) a Company termination fee equal to 1.75% of equity value during the go shop and 3.5% of equity value thereafter, (iii) a Parent termination fee equal to 4.75% of equity value, and (iv) an obligation on the Company to reimburse Parent for its reasonable and documented out-of-pocket expenses up to a cap to be determined if the merger agreement was terminated due to the Company stockholders failing to approve the transaction.

On September 22, 2025, the Compensation Committee of the Board held a meeting, with members of the Company’s senior management in attendance. During the meeting, the members of the Compensation Committee of the Board and the Company’s senior management discussed employee-related items reflected in the draft merger agreement and in connection with a potential transaction with Blackstone and TPG.

On September 23, 2025, members of the Company’s senior management team held an in-person meeting with representatives of Blackstone and TPG at Blackstone’s office in New York. During the meeting, members of the Company’s senior management team provided additional information regarding various aspects of the Company’s legal matters, business, operations, sales and products.

On September 27, 2025, representatives of Wachtell Lipton sent a revised draft of the CVR agreement to representatives of Kirkland. Among other things, this CVR agreement draft contemplated that the holder of each CVR would receive (i) $1.00, $1.25 or $1.50 if Breast Health revenue in FY26 was within certain enumerated

ranges commencing at $1,520,000,000, (ii) $1.00, $1.25 or $1.50 if Breast Health revenue in FY27 was within certain enumerated ranges commencing at $1,610,000,000, and (iii) a catch-up payment such that each CVR would pay a total of $3.00 if combined Breast Health revenue in FY26 and FY27 was equal to or exceeded $3,238,000,000. The CVR agreement draft also proposed fixing currency exchange rates used for the calculation of “revenue” for the purposes of the CVR agreement to rates set forth in the CVR agreement and that such fixed exchange rates would equal the exchange rates utilized in setting the milestone dollar thresholds.

On October 2, 2025, representatives of Kirkland sent a revised draft of the CVR agreement to representatives of Wachtell Lipton. Among other things, this CVR agreement generally reverted to the payment structure contemplated by the August 28 Indication of Interest and Kirkland’s initial draft, but lowered the thresholds for payment of the CVRs so that the holder of each CVR would receive (i) $1.50 if Breast Health revenue in FY26 was equal to or exceeded $1,566,876,700 and (ii) only if the threshold set forth in clause (i) was satisfied, an additional $1.50 if Breast Health revenue in FY27 was equal to or exceeded $1,660,889,302. The CVR agreement draft also accepted the proposal to fix currency exchange rates used for the calculation of “revenue” for the purposes of the CVR agreement to rates set in the CVR Agreement.

On October 3, 2025, the Board held a special meeting, with members of the Company’s senior management in attendance. Representatives of Goldman Sachs were also in attendance. During the meeting, Mr. MacMillan provided an update on the process relating to the potential transaction with Blackstone and TPG, including the status of the diligence process and the potential timing for finalizing definitive agreements. Mr. MacMillan discussed certain key open issues with respect to the CVR agreement, including management’s view on the importance of a sliding scale for the achievement of the CVR milestones. The Board agreed with continuing to negotiate for a sliding scale for the achievement of the CVR milestones.

On October 5, 2025, representatives of Kirkland sent a draft of the form of equity commitment letter and the limited guarantee to be executed by funds affiliated with each of Blackstone and TPG to representatives of Wachtell Lipton.

On October 7, 2025, representatives of Blackstone and TPG orally communicated to Mr. MacMillan and Ms. Liddy that they were reducing their non-binding indication of interest to acquire 100% of the outstanding equity of the Company for up to $77.50 per share on a fully diluted basis, consisting of an upfront cash payment of $74.50 per share and up to $3.00 per share on a fully diluted basis in the form of two non-tradable CVRs (the “October 7 Indication of Interest”).

Later on October 7, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of each of Goldman Sachs and Wachtell Lipton in attendance to discuss the reduced price now being offered by Blackstone and TPG. Mr. MacMillan began by discussing the October 7 Indication of Interest. After representatives of Goldman Sachs and Wachtell Lipton and members of senior management (other than Mr. MacMillan) were excused from the meeting, and following additional discussion, the Board determined that the reduced price proposed in the October 7 Indication of Interest did not serve as a basis to continue to pursue a transaction with Blackstone and TPG and determined that the Company immediately cease negotiations with Blackstone and TPG. Representatives of Goldman Sachs communicated the Board’s determination to representatives of Blackstone and TPG later that day. The Company also removed Blackstone’s and TPG’s and their respective advisors’ access to the virtual data room and sent a notice to Blackstone, TPG and Kirkland requesting that they return or destroy all Company confidential information in accordance with the terms of the Blackstone NDA and the TPG NDA.

On October 9, 2025, the Company received a revised, non-binding indication of interest from Blackstone and TPG (the “October 9 Indication of Interest”). The October 9 Indication of Interest stated that Blackstone and TPG were prepared to acquire 100% of the outstanding equity of the Company in an all-cash transaction for up to $79.00 per share on a fully diluted basis, consisting of an upfront cash payment of $76.00 per share and up to $3.00 per share on a fully diluted basis in the form of two non-tradable CVRs. The October 9 Indication of Interest stated that (i) the first CVR would pay up to $1.50 in cash per share, with such CVR paying an amount between $0 and $1.50 if Breast Health revenue in FY26 was between $1,556,844,377 and $1,571,844,377 (based on linear interpolation), (ii) the second CVR would pay up to $1.50 in cash per share, with such CVR paying an amount between $0 and $1.50 if Breast Health revenue in FY27 was between $1,651,256,283 and $1,666,256,283 (based on linear interpolation), and (iii) solely in the event $1.50 was not paid for the first CVR in respect of FY26 and if and only if Breast Health revenue in FY27 was greater than $1,666,256,283, then the Breast Health revenue in FY27 in excess of

$1,666,256,283 would be added to actual Breast Health revenue in FY26, the first CVR would be retested and the amount payable under the first CVR using this amount minus the amount actually paid under the first CVR using the actual Breast Health revenue in FY26 would be paid out in connection with the second CVR. The October 9 Indication of Interest stated that such offer reflected a 46% premium to the Company’s unaffected stock price (the closing stock price as of May 23, 2025), and a 41% premium to the unaffected volume-weighted average share price for the 30-day period ended on May 23, 2025. The October 9 Indication of Interest noted that it was Blackstone’s and TPG’s best and final offer and that Blackstone and TPG were prepared to dedicate the resources necessary to move as quickly as possible toward the signing of a definitive transaction by October 14, 2025. $1,571,844,377 and $1,666,256,283 represented the forecasted Breast Health revenue for FY26 and FY27, respectively, as set forth in the June 2025 Forecasts (as defined in the section of this proxy statement entitled “—Certain Financial Forecasts”), as well as the September 2025 Forecasts (as defined in the section of this proxy statement entitled “—Certain Financial Forecasts”) when utilizing the assumed foreign exchange rates as used in the June 2025 Forecasts. Mr. MacMillan informed Ms. Wendell of the October 9 Indication of Interest and had conversations with Ms. Wendell and certain other members of the Board between October 9, 2025 and October 15, 2025 regarding the October 9 Indication of Interest and developments with Blackstone and TPG.

Later on October 9, 2025, representatives of Goldman Sachs had a conversation with Mr. Brand, during which the parties agreed to negotiate definitive agreements reflecting Blackstone’s and TPG’s best and final offer, which would then be presented to the Board for consideration.

On October 10, 2025, representatives of Wachtell Lipton sent a revised draft of the merger agreement to representatives of Kirkland, which included, among other things, (i) a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for 45 days (plus a potential 10 business day extension in certain circumstances) after signing the merger agreement and to terminate the merger agreement with Blackstone and TPG in order to accept a superior proposal, (ii) a Company termination fee equal to 1.25% of equity value during the go shop and 3.0% of equity value thereafter, and (iii) a Parent termination fee equal to 7.5% of equity value. This merger agreement draft also removed the Company’s obligation to reimburse Parent for its reasonable and documented out-of-pocket expenses if the merger agreement was terminated due to the Company stockholders failing to approve the transaction.

On October 11, 2025, representatives of Wachtell Lipton sent a revised draft of the form of equity commitment letter, the form of limited guarantee, and the CVR agreement to representatives of Kirkland. Among other things, this CVR agreement draft contemplated that (i) the holder of each CVR would receive between $0.75 and $1.50, determined based on linear interpolation, if whole Company revenue in FY26 was between $4,195,000,000 and $4,275,000,000, (ii) the holder of each CVR would receive between $0.75 and $1.50, determined based on linear interpolation, if whole Company revenue in FY27 was between $4,465,000,000 and $4,555,000,000, and (iii) if whole Company revenue in FY27 was greater than $4,555,000,000, then whole Company revenue in FY27 in excess of $4,555,000,000 would be added to actual whole Company revenue in FY26, the FY26 payment would be retested, and the amount payable under the FY26 payment using this amount minus the amount actually paid under the first CVR using the actual whole Company revenue in FY26 would be paid to each CVR. The CVR agreement draft also listed the currency exchange rates utilized by management in creating the June 2025 Forecasts as the fixed exchange rates that would be used for the calculation of “revenue” for the purposes of the CVR agreement.

Later on October 11, 2025, Mr. MacMillan and Mr. Brand discussed the CVR and potential alternative formulations and milestones.

On October 12, 2025, representatives of Kirkland sent a revised draft of the merger agreement to representatives of Wachtell Lipton, which included, among other things, (i) a “go shop” whereby the Company and its advisors would be permitted to actively solicit competing proposals for 45 days (plus a potential 10 business day extension in certain circumstances) after signing the merger agreement and to terminate the merger agreement with Blackstone and TPG in order to accept a superior proposal, (ii) a Company termination fee equal to 1.25% of equity value during the go shop and 3.0% of equity value thereafter, and (iii) a Parent termination fee equal to 5.0% of equity value.

Later on October 12, 2025, as well as on October 13, 14 and 15, Ms. Oberton and Mr. Brand discussed the CVR and potential alternative formulations and milestones.

On October 15, 2025, representatives of Kirkland sent a revised draft of the CVR agreement to representatives of Wachtell Lipton. Among other things, this CVR agreement draft contemplated that (i) the holder of each CVR

would receive between $0.50 and $1.50, determined based on linear interpolation, if Breast Health revenue in FY26 was between $1,556,844,377 and $1,571,844,377, (ii) the holder of each CVR would receive between $0.50 and $1.50, determined based on linear interpolation, if Breast Health revenue in FY27 was between $1,651,256,283 and $1,666,256,283, and (iii) if Breast Health revenue in FY27 was greater than $1,666,256,283, then Breast Health revenue in FY27 in excess of $1,666,256,283 would be added to actual Breast Health revenue in FY26, the FY26 payment would be retested, and the amount payable under the FY26 payment using this amount minus the amount actually paid under the first CVR using the actual Breast Health revenue in FY26 would be paid to each CVR. As noted above, $1,571,844,377 and $1,666,256,283 represented the forecasted Breast Health revenue for FY26 and FY27, respectively, as set forth in the June 2025 Forecasts. The CVR agreement draft also retained the currency exchange rates utilized by management in creating the June 2025 Forecasts as the fixed exchange rates that would be used for the calculation of “revenue” for the purposes of the CVR agreement.

Later on October 15, 2025, Mr. MacMillan provided an email update to the Board with respect to the October 9 Indication of Interest and Blackstone’s and TPG’s latest proposal as reflected in the CVR agreement received on October 15, 2025.

On October 17, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of each of Goldman Sachs and Wachtell Lipton in attendance. Mr. MacMillan began by discussing developments that had occurred with representatives of Blackstone and TPG since the Board meeting on October 7, 2025 and provided an overview of the October 9 Indication of Interest and Blackstone’s and TPG’s latest proposal as reflected in the CVR agreement received on October 15, 2025. Ms. Oberton then provided a summary of the CVR agreement received on October 15, 2025. Representatives of Goldman Sachs then presented to and discussed with the Board a preliminary financial analysis of the October 9 Indication of Interest and the updated terms of the CVR as proposed in the October 15 draft of the CVR agreement. After representatives of each of Goldman Sachs and Wachtell Lipton and members of senior management (other than Mr. MacMillan) were excused from the meeting, and following additional discussion, the Board determined that Blackstone’s and TPG’s latest proposal served as a basis on which the Company could execute a transaction with Blackstone and TPG and directed that the Company proceed with negotiation and finalization of definitive transaction agreements with Blackstone and TPG. Later that day, representatives of Goldman Sachs communicated the Board’s determination to representatives of Blackstone and TPG and the Company restored Blackstone’s and TPG’s and their respective advisors’ access to the virtual data room.

Later on October 17, 2025, Bloomberg published a story that stated that Blackstone and TPG were in advanced negotiations to acquire the Company in a deal that could value the Company at more than $17 billion including debt. The story also stated that a transaction could be announced in the coming days and that the parties were currently discussing a price above $75 a share.

Between October 17 and October 21, 2025, representatives of Wachtell Lipton and Kirkland continued to negotiate and exchange drafts of the merger agreement, CVR agreement, equity commitment letters and limited guarantees.

On October 20, 2025, Goldman Sachs sent a customary relationship disclosure letter to Wachtell Lipton, which information was shared with the Board.

Later on October 20, 2025, the Board held a special meeting, with members of the Company’s senior management and representatives of Goldman Sachs and Wachtell Lipton in attendance. Mr. MacMillan began by providing an update on the status of negotiations with Blackstone and TPG. Representatives of Wachtell Lipton reviewed with the Board its fiduciary duties, discussed their views on the transaction process led by the Board, and summarized and discussed the terms of the merger agreement, the CVR agreement, and other transaction documents, as well as the anticipated timeline between signing and closing the transaction. In addition, at the request of the Board, representatives of Goldman Sachs reviewed with the Board Goldman Sachs’ financial analysis and rendered to the Board Goldman Sachs’ oral opinion, confirmed by delivery of a written opinion dated October 21, 2025, that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Parent and its Affiliates) of shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders. For a detailed discussion of Goldman Sachs’ opinion, please see the section entitled “—Opinion of the Company’s Financial Advisor” and Annex B to this proxy statement. Throughout the meeting, the directors discussed at length the potential advantages and risks to the Company of the proposed transactions, including the factors described

under “—Reasons for the Merger,” and the Company’s management team, and representatives of each of Goldman Sachs and Wachtell Lipton addressed a number of questions from directors. At the conclusion of the meeting, the Board unanimously (i) determined that the terms of the merger agreement and the CVR agreement and the transactions contemplated by the merger agreement, including the merger, and the CVR agreement are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iv) approved and declared advisable the CVR agreement and the transactions contemplated thereby, (v) resolved to recommend that the stockholders of the Company vote to approve the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement and (vi) directed that the merger agreement be submitted to the Company’s stockholders for their adoption.

Representatives of Wachtell Lipton and Company management finalized the merger agreement and the other transaction documents with representatives of Kirkland, Blackstone and TPG during the early morning of October 21, 2025, following which the parties executed the merger agreement, the equity commitment letters and the limited guarantees. 

On October 21, 2025, prior to the start of trading, the Company, Blackstone and TPG issued a joint press release announcing the execution of the merger agreement and the proposed terms of the acquisition of the Company by Blackstone and TPG.

Following October 21, 2025, as part of the go-shop process, representatives of Goldman Sachs communicated directly with 12 potential strategic bidders (including Strategic Party A, Strategic Party B, Strategic Party C, and Strategic Party D) about their potential interest in evaluating a potential transaction involving the Company that would be superior to that contemplated by the merger agreement. All such parties declined to explore such a transaction.

On December 5, 2025, the go-shop period expired and representatives of the Company notified representatives of Blackstone and TPG that no acquisition proposals were received during such period.

At the special meeting of the Board on October 20, 2025, after consideration, including of the material factors described in the section below entitled “The Merger—Reasons for the Merger,” and detailed discussions with the Company’s management and its legal and financial advisors, at such meeting and prior meetings of the Board, the Board:

As described above in the section of this proxy statement entitled “The Merger—Background of the Merger,” after careful consideration, the Board, at a special meeting held on October 20, 2025, unanimously (i) determined

that the terms of the merger agreement and the CVR agreement and the transactions contemplated by the merger agreement, including the merger, and the CVR agreement, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement, and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iv) approved and declared advisable the CVR agreement and the transactions contemplated thereby, (v) resolved to recommend that the stockholders of the Company vote to approve the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement and (vi) directed that the merger agreement be submitted to the Company’s stockholders for their adoption. Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal, and “FOR” the adjournment proposal.

In deciding to authorize and approve the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by it, the Board consulted with and received the advice of its legal and financial advisors, discussed certain issues with the Company’s management, and considered a variety of factors weighing positively in favor of the merger, including the following non-exhaustive list of material factors (not necessarily in order of relative importance):

During the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to the merger agreement and the merger, including the following material factors (which are not necessarily presented in order of relative importance):

In addition, the Board considered the fact that the Company’s directors and executive officers may have financial interests in the merger that may be different from, or in addition to, those of the Company stockholders as described more fully below in the section of this proxy statement entitled “—Interests of the Company’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board reached the conclusion to (i) determine that the terms of the merger agreement and the CVR agreement and the transactions contemplated by the merger agreement, including the merger, and the CVR agreement are fair to, and in the best interests of, the Company and its stockholders, (ii) determine that it is in the best interests of the Company and its stockholders and declare it

advisable to enter into the merger agreement, (iii) approve the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iv) approve and declare advisable the CVR agreement and the transactions contemplated thereby, (v) resolve to recommend that the stockholders of the Company vote to approve the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement, and (vi) direct that the merger agreement be submitted to the Company’s stockholders for their adoption, in light of the factors described above and other factors that the Board believed were appropriate.

In view of the wide variety of factors considered by the Board in evaluating the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to it, including discussions with, and questioning of, the Company’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Other than annual and quarterly guidance and certain long-term financial targets, the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates. However, the Company has included in this proxy statement a summary of certain financial forecasts of the Company, which were furnished to the Board and Goldman Sachs (the Company’s financial advisor) and some of which were furnished to Blackstone and TPG in connection with the discussions concerning the proposed merger.

The Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”).

No assurances can be made regarding future events and the estimates and assumptions underlying the Financial Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates and the risks and uncertainties described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the merger, will be beyond the control of Blackstone, TPG, Parent and the surviving corporation. Company stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the assumptions underlying the Financial Forecasts will prove to be accurate or that the projected results will be realized. Actual results may differ materially from those reflected in the Financial Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Financial Forecasts should not be regarded as an indication that the Company, the Board, Goldman Sachs, Blackstone, TPG, or any other person considered, or now consider, these forecasts to be a reliable predictor of future results. The Financial Forecasts are not fact, and neither they nor any underlying assumptions should be relied on as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information. The Financial Forecasts assumed that the Company would continue to operate as a standalone company and do not reflect any impacts of the merger.

Certain of the financial measures included in the Financial Forecasts are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the

Company’s results of operations as determined in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by Blackstone, TPG or any of their respective affiliates.

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

The Financial Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. Ernst & Young LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Financial Forecasts and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Financial Forecasts and should not be read to do so.

The non-GAAP financial measures included in the Financial Forecasts were provided by the management of the Company to Goldman Sachs and to the Board in connection with the merger, as described below. 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 Financial Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Financial Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Reconciliations of these non-GAAP financial measures were not provided to or relied upon by the Board or Goldman Sachs in connection with their respective evaluations of the merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Financial Forecasts to the relevant GAAP financial measures.

By including in this proxy statement the Financial Forecasts below, none of the Company, Blackstone, TPG or any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied on as such, and the Financial Forecasts may differ in important respects from other guidance provided by the Company and which the Company’s management prepared based on a different set of assumptions. The inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Financial Forecasts reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any subsequent changes. NONE OF THE COMPANY, PARENT, MERGER SUB, BLACKSTONE, TPG OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR.

The Company’s management prepared nonpublic, unaudited prospective financial information (the “Financial Forecasts”, which includes the June 2025 Forecasts and the September 2025 Forecasts, each as defined below). The Financial Forecasts for Q4 2025 and fiscal years 2026–2030 were prepared in connection with management’s long-range plan for the Company and reviewed by the Board in the ordinary course of business as part of its strategic planning. The Financial Forecasts for fiscal years 2031–2035 were extrapolated from the Financial Forecasts for Q4 2025 and fiscal years 2026-2030 for use and reliance by Goldman Sachs in connection with performing its financial analyses and presenting such analyses to the Board.

The September 2025 Forecasts were relied on by the Board in reaching its determination on October 20, 2025, to authorize and approve the execution, delivery and performance by the Company of the merger agreement, to

declare the merger agreement advisable and to resolve to recommend that the holders of Company common stock adopt the merger agreement and were approved by the Company for use and reliance by Goldman Sachs in connection with its financial analysis and opinion, as summarized in the section of this proxy statement entitled “—Opinion of the Company’s Financial Advisor”. Certain of the Financial Forecasts were also made available to Blackstone and TPG.

Annually in June, the Company’s management presents five-year financial projections to the Board as part of its long-range and strategic planning initiatives. In June 2025, the Board reviewed and approved the Company’s long-range strategic plan for fiscal years 2026–2030 and reviewed financial forecasts for Q4 2025 and fiscal years 2026–2035 (the “June 2025 Forecasts”). The June 2025 Forecasts were made available to Goldman Sachs and the June 2025 Forecasts for fiscal years 2026–2030 were also made available to Blackstone and TPG in connection with its due diligence investigation of the Company in advance of making its July 21 Indication of Interest. The June 2025 Forecasts were not approved by the Company for use and reliance, and were not used or relied upon, by Goldman Sachs in connection with its financial analysis and opinion.

The following table sets forth a summary of the Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the June 2025 Forecasts. The summary of the June 2025 Forecasts is not included in this proxy statement to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting or to influence any Company stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to their shares of Company common stock.

As the Company’s management does each year, in September 2025, the Company’s management updated the June 2025 Forecasts to update the foreign exchange rates assumptions for the Company’s business and incorporate the current year forecast and the proposed budget for fiscal year 2026 and make certain other immaterial adjustments (the “September 2025 Forecasts”). The September 2025 Forecasts were made available to Goldman Sachs and were approved by the Company for use and reliance by Goldman Sachs in connection with its financial analysis and opinion as summarized in the section of this proxy statement entitled “—Opinion of the Company’s Financial Advisor.” The September 2025 Forecasts for fiscal years 2026–2030 were also made available to Blackstone and TPG.

The following table sets forth a summary of the Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the September 2025 Forecasts. The summary of the September 2025 Forecasts is not included in this proxy statement to induce any Company stockholder to vote in favor of adopting the merger agreement proposal or approving any other proposals to be voted on at the special meeting or to influence any Company stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to their shares of Company common stock.

Goldman Sachs delivered its opinion to the Board that, as of October 21, 2025, and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Parent and its affiliates) of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated October 21, 2025, which sets forth assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with Goldman Sachs’ opinion, is attached as Annex B to this proxy statement. The summary of Goldman Sachs’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the transactions contemplated by the merger agreement (which are collectively referred to in this section as the “Transaction”). Goldman Sachs’ opinion is not a recommendation as to how any holder of Company common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the Company’s senior management regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Company’s common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the medical

technology and diagnostics industries and other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate. For purposes of rendering its opinion, Goldman Sachs, with the consent of the Board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with the consent of the Board, that the Forecasts, including the CVR Estimates, were reasonably prepared on a basis reflecting the best then-available estimates and judgments of Company management. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Company or Parent or on the expected benefits of the Transaction in any way meaningful to its analysis. Goldman Sachs also assumed that the Transaction will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Transaction or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Company common stock, as of the date of the opinion, of the merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs does not express any view on, and Goldman Sachs’ opinion does not address, any other term or aspect of the merger agreement, the CVR agreement or the Transaction or any term or aspect of any other agreement or instrument contemplated by the merger agreement or the CVR agreement or entered into or amended in connection with the Transaction, including, any allocation of the merger consideration, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Transaction, whether relative to the merger consideration to be paid to the holders (other than Parent and its affiliates) of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Company common stock will trade at any time or the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the Transaction, or as to the impact of the Transaction on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 17, 2025, the last trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

For purposes of its financial analyses, Goldman Sachs calculated the implied value of the price per share to be paid to Company stockholders pursuant to the merger agreement to be $78.54 by adding to the Closing Amount of $76.00 per share of Company common stock, the net present value of one CVR of $2.54 per share of Company common stock, calculated by discounting to the present value, as of September 27, 2025, the risk adjusted milestone payment amounts estimated to be made based on the timing of achieving the milestones as reflected in the CVR Estimates, using a discount rate of 10.1%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs

derived such discount rate by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Company common stock. Using discount rates ranging from 8.5% to 10.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value, as of September 27, 2025 (i) estimates of unlevered free cash flow for the Company for the fiscal years 2026 through 2035, as reflected in the Forecasts and (ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 2.0% to 3.0%, to a terminal year estimate of the unlevered free cash flow to be generated by the Company, as reflected in the Forecasts (which analysis implied terminal year EBITDA exit multiples ranging from 8.5x to 13.2x). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s net debt as of September 27, 2025, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company Common Stock as of October 17, 2025, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share of Company common stock ranging from $66.67 to $99.09.

Using the Forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company common stock. For this analysis, Goldman Sachs derived a range of theoretical future values per share of Company common stock as of September 27 of each of 2026, 2027 and 2028 by applying a range of illustrative next twelve months (“NTM”) P/E multiples ranging from 13.0x to 17.5x to estimates of the Company’s earnings per share for each of the fiscal years 2027, 2028 and 2029, respectively, as set forth in the Forecasts. Goldman Sachs derived the range of illustrative NTM P/E multiples based on its professional judgment and experience, taking into account current and historical NTM P/E multiples for the Company.

Goldman Sachs then discounted these implied future equity values per share of Company common stock to September 27, 2025, using an illustrative discount rate of 10.1%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Company common stock of $56 to $77.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for transactions announced from January 1, 2020 through October 17, 2025 involving a public company based in the United States as the target, excluding transactions in the biopharmaceuticals industry, where the disclosed enterprise values for the transaction were greater than $10 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 67 transactions (based only on consideration paid at the closing of the transaction) relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 24.4% across the period. This analysis also indicated a 25th percentile premium of 15.2% and 75th percentile premium of 34.9% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 15.2% to 34.9% to the undisturbed closing price per share of Company common stock of $54.28 as of May 23, 2025, the last full trading day prior to media reports regarding a possible transaction involving the Company, and calculated a range of implied equity values per share of Company common stock of $63.00 to $73.00.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Company common stock, as of the date of the opinion, of the merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Blackstone, TPG, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The merger consideration was determined through arm’s-length negotiations between the Company and Blackstone and TPG and was approved by the Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the merger. As described above in the section entitled “—Reasons for the Merger”, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Blackstone and TPG, affiliates of which are affiliates of Parent, and any of their respective affiliates and, as applicable, portfolio companies (collectively, “Relevant Parties”) or any currency or commodity that may be involved in the Transaction. Goldman Sachs Investment Banking has an existing lending relationship with the Company, TPG and Blackstone, or majority-owned subsidiaries, excluding portfolio companies, or funds of TPG and Blackstone. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the Transaction. Goldman Sachs and/or its affiliates also have provided certain financial advisory and/or underwriting services to TPG and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Nextracker Inc., a portfolio company of TPG, with respect to the spin-off of Flex Ltd.’s interests in Nextracker Inc. to Flex Ltd.’s shareholders, in January 2024; as bookrunner with respect to a notes offering of TPG, in February 2024; as bookrunner with respect to an equity follow on offering of Allogene Therapeutics Inc., a portfolio company of TPG, in May 2024; as bookrunner with respect to a term loan of Amneal Pharmaceuticals LLC, a portfolio company of TPG, in July 2025; as lead arranger with respect to a term loan of Life Time Fitness Inc., a portfolio company of TPG, in August 2025; as co-advisor with respect to TPG’s sale of a stake in Novotech Health Holdings Pte Limited, in August 2025; as bookrunner with respect to a term loan of Precision Medicine Group, Inc., a portfolio company of TPG, in August 2025; and as bookrunner with respect to a notes offering of DirecTV, a portfolio company of TPG, in September 2025. During the two-year period ended October 21, 2025, Goldman Sachs has recognized aggregate compensation for financial advisory and underwriting services provided by Goldman Sachs Investment Banking to TPG and/or its affiliates and portfolio companies of approximately $61 million, as determined by Goldman Sachs based on its books and records. Goldman Sachs Investment Banking is currently mandated by TPG

and/or its Related Entities (as defined below) to provide financial advisory and/or underwriting services unrelated to the Transaction with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount substantially similar to the transaction fee expected in connection with the Transaction. In addition, as is typical for investment banks, Goldman Sachs Investment Banking is currently soliciting TPG and/or its Related Entities to work on financial advisory and/or underwriting matters unrelated to the Transaction on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. One or more team members of the Goldman Sachs Investment Banking team working with the Company on the Transaction is also involved in one or more of such mandates and/or solicitations. Goldman Sachs and/or its affiliates also have provided certain financial advisory and/or underwriting services to Blackstone and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as co-advisor with respect to the sale of Anthos Therapeutics, Inc., a former portfolio company of Blackstone, in April 2025; as co-advisor with respect to Blackstone’s acquisition of Safe Harbor Marinas, LLC, in April 2025; as bookrunner with respect to a term loan of Medline Industries Inc., a portfolio company of Blackstone, in July 2025; as bookrunner with respect to a term loan of Precision Medicine Group, Inc., a portfolio company of Blackstone, in August 2025; as bookrunner with respect to a term loan of Sabre Industries, Inc., a portfolio company of Blackstone, in August 2025; as co-advisor with respect to the sale of Hotwire Communications LLC, a former portfolio company of Blackstone, in September 2025; and as bookrunner with respect to the initial public offering of Legence Corp., a portfolio company of Blackstone, in September 2025. During the two-year period ended October 21, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Blackstone and/or its affiliates and portfolio companies of approximately $259 million, as determined by Goldman Sachs based on its books and records. Goldman Sachs Investment Banking is currently mandated by Blackstone and/or its Related Entities to provide financial advisory and/or underwriting services unrelated to the Transaction with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount materially in excess of the transaction fee expected in connection with the Transaction. In addition, as is typical for investment banks, Goldman Sachs Investment Banking is currently soliciting Blackstone and/or its Related Entities to work on financial advisory and/or underwriting matters unrelated to the Transaction on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. One or more team members of the Goldman Sachs Investment Banking team working with the Company on the Transaction is also involved in one or more of such mandates and/or solicitations. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Parties and their respective affiliates and, as applicable, portfolio companies for which Goldman Sachs Investment Banking may receive compensation.

As of October 21, 2025, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates, (ii) an aggregate direct GS Principal Investment in Blackstone and its Related Entities of approximately $813 million, (iii) no direct GS Principal Investment in Blackstone Capital Partners IX L.P. or Blackstone IX (LUX) SCSp, (iv) an aggregate direct GS Principal Investment in TPG and its Related Entities (but excluding its other affiliates) of approximately $174 million, and (v) no direct GS Principal Investments in TPG Partners IX, L.P., TPG Partners X, L.P., TPG Healthcare Partners II, L.P., or TPG Private Equity Opportunities, L.P.

As of October 21, 2025, funds managed by affiliates of Goldman Sachs Investment Banking were co-invested with Blackstone, TPG and/or their respective affiliates and were invested in equity interests of funds managed by affiliates of Blackstone and TPG. Such funds managed by Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Blackstone, TPG and/or their respective affiliates or funds managed thereby in the future.

In addition, team members of the Goldman Sachs Investment Banking team working with the Company on the Transaction and/or certain members of their families held an indirect equity investment of less than 0.01% in Blackstone IX L.P., TPG Partners IX, L.P. and TPG Partners X, L.P.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of the proxy statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below: GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in, the Relevant Parties or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument. Related Entities are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. Pursuant to letter agreement dated August 29, 2025, the Company engaged Goldman Sachs to act as its financial advisor in connection with the Transaction. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on information available as of the date of announcement of the Transaction, to be approximately $109 million (assuming payment in full of the milestone payment amounts), all of which is contingent upon consummation of the merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

If the Company stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement and in accordance with the DGCL. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be canceled and converted into the right to receive $76.00 per share in cash, without interest, and one CVR, which represents the right to receive up to $3.00 in cash, when and if payable, subject to the terms and conditions set forth in the CVR agreement. Company stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights.” Following the merger, all of the Company common stock will be beneficially owned by Parent, and none of the current Company stockholders will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent.

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the section below entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” and the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards.”

Shares of Company common stock are currently registered under the Exchange Act and listed on Nasdaq under the trading symbol “HOLX.” Parent and the Company have agreed to cooperate with each other to cause the Company common stock to be delisted from Nasdaq and deregistered under the Exchange Act as promptly as practicable following the effective time, and, accordingly, following the consummation of the merger, the Company common stock will no longer be traded on Nasdaq or any other public market. In addition, the registration of Company common stock under the Exchange Act is expected to be terminated, and, upon such termination the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock.

In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on Nasdaq (for so long as it continues to meet eligibility listing standards), the Company common stock will continue to be registered under the Exchange Act, and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your Company common stock, including the risk that the market price of Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

Under certain circumstances, if the merger is not consummated, the Company may be obligated to pay to Parent the Company termination of $540,000,000 (or $225,000,000 if the terminated in certain circumstances during the go-shop) and, under certain other specified circumstances, Parent will be required to pay the Company the Parent termination fee of $900,000,000. Please see the sections of this proxy statement entitled “The Merger Agreement—Company Termination Fee” and “The Merger Agreement—Parent Termination Fee.”

We presently anticipate that the total funds needed to complete the merger and the related transactions will be approximately $17.9 billion, which will be funded via equity and debt financing described below. The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. Parent and Merger Sub have represented to the Company that, assuming the truth of certain representations of the Company in the merger agreement and subject to satisfaction of certain conditions contained therein, they will have available to them sufficient funds together with available cash on hand of the Company and its subsidiaries to satisfy all of their payment obligations under the merger agreement on the closing date and under the commitment letters. This includes funds needed to: (1) pay all of Parent’s and Merger Sub’s payment obligations on the closing date under merger agreement and the commitment letters, including the payment of the merger consideration on the closing date, (2) pay any fees and expenses of or payable by Parent or Merger Sub or Parent’s other affiliates, and (3) pay for any repayment or refinancing of certain outstanding indebtedness of the Company and/or its subsidiaries.

Parent has obtained committed financing consisting of (1) equity to be provided by funds affiliated with Blackstone and TPG pursuant to the terms of the equity commitment letters and (2) debt financing to be provided by those certain lenders specified in, and party to, the debt commitment letter (the “Lenders”). In connection with the merger agreement, Parent has delivered to the Company copies of the commitment letters. Notwithstanding anything in the merger agreement to the contrary, in no event will the availability of, or ability to use, any cash on hand of the Company or any of its subsidiaries, the receipt or availability of any funds or financing (including the financing

contemplated by the commitment letters) by or to Parent or any of its affiliates or any other financing or other transactions be a condition to any of the obligations of Parent or Merger Sub under the merger agreement.

Pursuant to the equity commitment letters, the Investors have committed to purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity securities of Parent, for an aggregate cash purchase price, for the purpose of funding the closing payments. The obligations of the Investors to provide the equity financing under their respective equity commitment letters are subject to a number of conditions, including, but not limited to (1) the satisfaction or waiver by Parent of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated by the merger agreement set forth in Sections 7.1 and 7.2 of the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), (2) the debt financing (or any alternative debt financing) shall have been funded at the closing or will be funded substantially contemporaneously with the Investors’ funding of their respective commitments in accordance with the terms thereof, (3) the concurrent consummation of the merger and the closing in accordance with the terms of the merger agreement and (4) the prior or substantially contemporaneous funding of the commitments of the Investors under the other equity commitment letter. We refer to the equity financing described in the preceding sentence as the “equity financing.”

The obligation of the Investors to fund the equity commitment under the equity commitment letters will terminate automatically and immediately upon the earliest to occur of (1) the payment of the full amount of the commitments to Parent or the completion of the closing, (2) the valid termination of the merger agreement in accordance with its terms, (3) the valid termination of the other Investors’ equity commitment letter in accordance with its terms, and (4) the Company or any of its controlled affiliates accepting all or any portion of the Parent termination fee pursuant to the merger agreement or asserting in writing any claim or commencing any action at law or equity (under the applicable limited guarantee or otherwise) against (i) any Investor in connection with the merger agreement or any of the transactions contemplated thereby (other than (x) any claim for breach or seeking to prevent a breach of the confidentiality agreement with Blackstone or TPG (against the specific party thereto and pursuant to the terms thereof), (y) any claim by the Company against the Investors seeking payment under and in accordance with the terms of the applicable limited guarantee subject to the limitations described therein, to the extent constituting a permitted claim thereunder, or (z) any claim by the Company seeking an injunction or other specific performance against Parent under the merger agreement, Parent under the equity commitment letters or any Investor under and in accordance with the terms of their equity commitment letter) or (ii) any former, current or future equity holders, controlling persons, directors, officers, employees, agents, affiliates (other than any assignee permitted under the equity commitment letters), members, managers or general or limited partners of any of the Investors or Parent or Merger Sub or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate (other than any assignee permitted under the equity commitment letters), financing source, representative, advisor or agent of any of the foregoing (other than the Investors or their respective successors or assigns and other than Parent).

The Company is an express third-party beneficiary of the equity commitment letter with respect to (i) enforcing Parent’s right to cause the commitments of the Investors to be funded in accordance with the terms of their equity committeemen letters without the direction of the Investors and (ii) the Company’s express consent right with respect to an amendment of the equity commitment letter.

The debt commitment letter provides that the Lenders will provide, subject only to the terms and conditions set forth in the debt commitment letter, debt financing (the “debt financing”).

The debt financing consists of: (1) a senior secured first lien revolving credit facility, (2) a senior secured first lien term loan “B” facility, (3) a senior secured first lien term loan “A” facility and (4) a senior secured second lien term loan facility (clauses (1) through (4), collectively the “Credit Facility”). The Credit Facility will be used (1) to pay consideration in connection with the merger and any other payments contemplated by the merger agreement, (2) to repay or refinance certain existing outstanding indebtedness of the Company and its subsidiaries, (3) to pay fees and expenses incurred in connection with the merger and related transactions and (4) for working capital and general corporate purposes (including permitted acquisitions).

The obligations of the Lenders to provide the debt financing under the debt commitment letter are subject to a number of customary conditions, including, but not limited to (as applicable):

Pursuant to the limited guarantees, the Investors have agreed to guarantee the due and punctual payment of (1) the Parent termination fee payable by Parent pursuant to the merger agreement, (2) the reimbursement and indemnification obligations of Parent with respect to costs and expenses incurred by the Company and its subsidiaries or any of its or their respective representatives in connection with debt financing, (3) the Company’s reasonable and documented costs and expenses (including attorneys’ fees) and interest owed on the Parent termination fee, in connection with any suit by the Company to obtain the Parent termination fee, and (4) monetary damages owed by Parent or Merger Sub to the Company in the event of fraud or willful and material breach by Parent or Merger Sub, in the case of each of clauses (1) through (3), only if, when and to the extent payable pursuant to the merger agreement. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the Blackstone Investors and the TPG Investors under their limited guarantee are subject to separate caps for each of the Blackstone Investors and the TPG Investors, the sum of which equals $910,000,000.

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

In addition, if the Company or any of its controlled affiliates or their respective successors and assigns asserts in any litigation or other proceeding that the provisions of the applicable limited guarantee limiting each Investor’s liability to its aggregate cap or that any other provisions of the applicable limited guarantee are illegal, invalid or unenforceable, or asserting any theory of liability against any Investor or any of its affiliates, agents, representatives or other enumerated non-recourse parties with respect to the transactions contemplated by the merger agreement, the equity commitment letters, the limited guarantees or any transactions contemplated thereby other than in connection with certain permitted claims then (i) the obligations of the Investors under the limited guarantee will terminate ab initio and will be null and void, (ii) if any Investor has previously made any payments under the limited guarantee, it will be entitled to recover such payments from the Company, and (iii) neither the Investors nor any non-recourse parties will have any liability to the Company or any of its affiliates with respect to the merger agreement, the equity commitment letters, the limited guarantees, or the transactions contemplated by the merger agreement.

The merger is expected to be accounted for as a “business combination” for financial accounting purposes.

If the merger is consummated, persons who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Company common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, such persons may be entitled to have their shares appraised by the Delaware Court and receive, in lieu of the payment for their shares of Company common stock in connection with the merger, payment in cash for the “fair value” of their shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest (if any). The “fair value” of your shares of Company common stock as determined by the Delaware Court may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement.

They will receive an amount determined to be the “fair value” of their shares of Company common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Company common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. As used in this section entitled “Appraisal Rights,” the word “stockholder” means a holder of record of shares of Company common stock, the words “beneficial owner” means a person who is the beneficial owner of shares of Company common stock held either in voting trust or by a nominee on behalf of such person and the word “person” means any individual corporation, partnership, unincorporated association or other entity. A person who loses his, her or its appraisal rights will be entitled to receive the merger consideration under the merger agreement.

Under Section 262, a holder of record or a beneficial owner of shares of Company common stock who (1) continuously holds such shares through the effective time, (2) has not voted in favor of or otherwise consented to the merger in writing or otherwise withdrawn, lost or waived appraisal rights (but failure to vote against the merger, alone, will not constitute a waiver of appraisal rights), (3) strictly complies with the procedures under Section 262, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares of Company common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. Voting in person or by proxy, against, abstaining from voting on or failing to vote on the adoption and approval of the merger will not constitute a written demand for appraisal as required by Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote.

Section 262 requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders (who were stockholders on the applicable record date) be notified that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include notice that appraisal rights are available and either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes the Company’s notice to our stockholders that appraisal rights are available in connection with the merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares of Company common stock, you must satisfy all of the following conditions:

Voting in person or by proxy, against, abstaining from voting on or failing to vote on the adoption and approval of the merger will not constitute a written demand for appraisal as required by Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote.

A Company stockholder or beneficial owner who elects to exercise appraisal rights must mail his, her or its written demand for appraisal to the following address:

A record holder who holds shares of Company common stock as a nominee for others, such as a broker, fiduciary, depositary or other nominee, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the demand must set forth the number of shares of Company common stock covered by such demand. Where the number of shares of Company common stock is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record owner. If you hold your shares of Company common stock through a bank, broker or other nominee and you wish such holder, as the holder of record of your shares of Company common stock, to exercise appraisal rights on your behalf, 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.

Within 10 days after the effective time, the surviving corporation must give written notice that the merger has become effective to (1) each Company stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the proposal to adopt the merger agreement and (2) any beneficial owner who has demanded appraisal under Section 262. At any time within 60 days after the effective time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the merger consideration specified by the merger agreement for that person’s shares of Company common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal.

Within 120 days after the effective time, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder or beneficial owner of shares of Company common stock, demanding a determination of the fair value of the shares of Company common stock held by all persons that have demanded appraisal. There is no present intent on the part of the Company or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Company and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company common stock. Accordingly, persons who desire to have their shares of Company common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within 120 days after the effective time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

In addition, within 120 days after the effective time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of Company common stock not voted in favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement must be given within 10 days after the written request therefor has been received by the surviving corporation or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within 20 days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company common stock and with whom the surviving corporation has

not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of Company common stock and who hold shares represented by certificates to submit their certificates of shares of Company common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person. If immediately before the merger, the shares of the class or series of stock of the corporation were listed on a national securities exchange, the Delaware Court will dismiss the appraisal proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of Company common stock taking into account all relevant factors, 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. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective time 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 the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Company common stock as determined by the Delaware Court, and (2) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the person.

When the fair value of the shares of Company common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although the Company believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, the surviving corporation does not anticipate offering more than the merger consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant shares of Company common stock is less than the merger consideration.

In determining “fair value,” the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court 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 has 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 which were known or could be ascertained as of the date of the merger which 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 Delaware Supreme Court construed Section 262 to mean 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.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy. The fair value of their shares as determined under Section 262 could be greater than, the same as, or less than the value of the payment for their shares of Company common stock in connection with the merger. Parent does not anticipate offering more than the applicable merger consideration to any stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Company common stock is less than the merger consideration. An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of Company common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

From and after the effective time, no person who has duly demanded appraisal in compliance with Section 262 will be entitled to vote for any purpose any shares of Company common stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to Company stockholders at a date prior to the effective time.

No appraisal proceeding in the Delaware Court shall be dismissed as to any person without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j) of the DGCL; provided, however, that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time. If no petition for appraisal is filed with the Delaware Court within 120 days after the effective time, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the merger consideration under the merger agreement.

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

In considering the recommendation of the Board to vote in favor of the approval of the merger agreement, Company stockholders should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Company stockholders. The Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement (including the merger), and in making its recommendation that Company stockholders vote to approve the merger agreement proposal and the advisory compensation proposal. Such interests are described below. The merger will be a “change of control” for purposes of the Company executive compensation and benefit plans and agreements described below.

The Company’s executive officers who are named executive officers are Stephen P. MacMillan (Chairman, President and Chief Executive Officer), Karleen M. Oberton (Chief Financial Officer), Essex D. Mitchell (Chief Operating Officer), John M. Griffin (former General Counsel), and Jan Verstreken (Group President, International). The Company’s executive officers who are not named executive officers are Diana De Walt (Senior Vice President, Human Resources), Mark Horvath (President, Breast and Skeletal Health Solutions), Anne M. Liddy (General Counsel), Jennifer M. Schneiders (President, Diagnostic Solutions), and Brandon Schnittker (President, GYN Surgical Solutions).

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The amounts indicated below are rounded to the nearest whole number and are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect or attempt to forecast certain compensation actions that may occur before completion of the merger, including any additional equity award grants, issuances, exercises of Company Options, vesting of awards or forfeitures that may occur prior to the effective time of the merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by the executive officers and directors of the Company may materially differ from the amounts set forth below.

At the effective time, outstanding Company equity awards will be treated as follows, subject to all required withholding taxes:

For an estimate of the value of the unvested Company equity awards held by each of the Company’s named executive officers, see the section entitled “—Quantification of Potential Payments and Benefits to Company’s Named Executive Officers in Connection with the Merger” below. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the unvested Company equity awards held by the five executive officers who are not named executive officers is as follows: Company RSU Awards granted prior to the date of the merger agreement—$1,566,097; Company PSU Awards granted prior to the date of the merger agreement—$2,723,653; unvested Company Options—$94,394; and Company RSU Awards granted on or after the date of the merger agreement—$5,424,158. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the unvested Company equity awards held by the eight nonemployee directors of the Company is $1,093,721 for Company RSU Awards and $437,133 for Company Options. The aggregate value of unvested Company Options quantified in this disclosure does not include the value of Company Options held by executive officers who are retirement eligible under the applicable award agreement, given that upon a termination of such executive officer’s employment due to retirement even absent the change of control, the executive officer’s unvested options would continue to vest in accordance with the current vesting schedule.

Pursuant to his change of control agreement, in the case of Mr. MacMillan, or pursuant to their severance and change of control agreements, in the case of the Company’s other executive officers (other than Mr. Verstreken), upon a termination of the executive officer’s employment by the Company without cause or by the executive officer for good reason, in each case, in anticipation of or within the three-year period following a change of control, the executive officer will be entitled to receive the following severance payments and benefits, subject to the executive officer’s execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants:

The term “highest annual bonus” means, with respect to an executive officer, the greatest of (i) the average of the annual bonuses paid to the executive officer over the three fiscal years preceding the fiscal year in which the change of control occurs; (ii) the annual bonus paid to the executive officer in the fiscal year preceding the fiscal year in which the change of control occurs; or (iii) the executive officer’s target bonus award opportunity for the fiscal year preceding the fiscal year in which the change of control occurs based on 100% achievement.

Pursuant to his employment agreement with the Company, Mr. Verstreken is entitled to the following severance payments and benefits upon a termination of his employment within three years following a change of control, subject to his execution of a release of claims in favor of the Company:

See the section entitled “—Quantification of Potential Payments and Benefits to Company’s Named Executive Officers in Connection with the Merger” below for the estimated amounts of the severance payments that each of the Company’s named executive officers would receive under their change of control, severance and change of control or employment agreements, as applicable, upon a qualifying termination of employment following a change of control. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the cash severance benefits that the five executive officers who are not named executive officers would receive upon a qualifying termination of employment following a change of control is $11,929,139.

Pursuant to the merger agreement, in the event fiscal year 2026 annual bonuses have not been paid by the effective time of the merger, Parent is required to pay to each eligible employee (including the executive officers) an annual bonus at the time the Company pays annual bonuses in the ordinary course based on the greater of target and actual performance, subject to the eligible employee’s continued employment through the end of fiscal year 2026. In addition, upon the termination of a Company employee’s employment (including the executive officers) due to death or disability, by the Company without cause or due to the employee’s resignation for good reason under the employee’s applicable severance arrangement, in each case, prior to the payment of fiscal year 2026 annual bonuses, the employee will be entitled to receive a pro-rated bonus based on target performance promptly following such employee’s termination of employment, subject to execution and non-revocation of a release of claims in favor of the Company; provided that any such employee who is entitled to a prorated bonus under the employee’s applicable severance arrangement will receive the greater of the prorated bonus described in this paragraph and the prorated bonus under such employee’s applicable severance arrangement without duplication.

Based on the assumptions described above under “—Certain Assumptions,” no quantification is provided for this potential prorated fiscal year 2026 bonus for the executive officers because the executive officers would not receive this prorated bonus due the application of the non-duplication provision described in the preceding sentence.

Pursuant to the merger agreement, the Company has established a cash retention program, under which it has granted retention awards to certain executive officers. Each retention award was paid within 30 days after the applicable grant date, however, if on or before the date that is six months after the closing of the merger, an executive officer voluntarily resigns (on or after the closing, only if without good reason) or experiences a termination of employment for cause, then fifty percent of any retention award previously paid will be subject to clawback. See the section of this proxy statement/prospectus entitled “—Quantification of Potential Payments and Benefits to Company’s Named Executive Officers in Connection with the Merger” for the amounts of the cash retention awards granted to each of the Company’s named executive officers. The aggregate amount of the cash retention awards granted to the Company’s five executive officers who are not named executive officers is $3,000,000.

The Company maintains the Company Amended and Restated Deferred Compensation Program (which we refer to as the “Deferred Compensation Program”), under which it grants retention contributions to certain executive officers’ deferred compensation accounts. Retention contributions generally vest over a three-year vesting period and unvested retention contributions become fully vested upon the occurrence of a change of control (including the merger). In connection with the merger, the Company will terminate the Deferred Compensation Program and each applicable executive officer’s account balance held thereunder will be distributed to the respective executive in a lump sum payment within 45 days following the closing of the merger.

See the section entitled “—Quantification of Potential Payments and Benefits to Company’s Named Executive Officers in Connection with the Merger” below for the estimated value of the unvested retention contributions that would become vested for each named executive officer upon the occurrence of a change of control. The estimated aggregate value of the unvested retention contributions for the five executive officers who are not named executive officers that would become vested upon a change of control is $535,103. The aggregate value of unvested retention contributions quantified in this disclosure does not include the value of retention contributions granted to executive officers who are retirement eligible under the Deferred Compensation Program, given that such retention contributions would vest upon a termination of such executive officer’s employment due to retirement even absent the change of control.

In connection with the signing of the merger agreement, an Excise Tax Make Whole Plan was adopted by Parent which is subject to and will become effective upon the closing, under which impacted employees (including certain executive officers) are expected to have the right to receive a make whole payment in the event that any payments or benefits provided to such employee in connection with the merger becomes subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. The make whole payments payable under the plan would generally place the plan participants in the same after-tax economic position that the participants would have been in had the excise tax not applied. Payments under the Excise Tax Make Whole Plan are subject to an aggregate cap of $15 million across all participants.

See the section entitled “—Quantification of Potential Payments and Benefits to Company’s Named Executive Officers in Connection with the Merger” below for an estimate of the value of the make whole payments that may become payable under the Excise Tax Make Whole Plan to the Company’s named executive officers in connection with the merger. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of make whole payments under the Excise Tax Make Whole Plan that may become payable to the five executive officers who are not named executive officers is $10,667,802.

As of the date of this proxy statement, none of the Company’s executive officers has discussed or entered into any agreement with Parent or its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates. Prior to or following the effective time, however, certain executive officers may discuss or enter into agreements with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or more or more of its affiliates.

Pursuant to the terms of the merger agreement, the Company’s directors and executive officers will be entitled to continued indemnification and insurance coverage under the organizational documents of the Company and its subsidiaries and indemnification agreements the Company and any of its subsidiaries has entered into with each of its directors and executive officers. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification and Insurance.”

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that is based on, or otherwise relates to, the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of the Company’s Directors and Executive Officers in the Merger” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above under “—Certain Assumptions” and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger.

The amounts in the table do not include amounts that the Company’s named executive officers were already vested in as of the Assumed Closing Date. In addition, these amounts do not reflect or attempt to forecast certain compensation actions that may occur before completion of the merger, including any additional equity award grants, issuances, exercises of Company Options, vesting of equity awards or forfeitures that may occur following December 4, 2025 but prior to the effective time of the merger. As a result of the aforementioned assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The following discussion is a summary of certain U.S. federal income tax consequences generally applicable to Holders (as defined below) whose shares of Company common stock are exchanged for the merger consideration. This discussion is not a complete analysis of all potential U.S. federal, state, local or non-U.S. tax consequences. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”) and judicial decisions, all as available and in effect on the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion addresses only Holders who hold their shares of Company common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address all of the tax consequences that may be relevant to Holders in light of their particular circumstances or to certain types of Holders subject to special treatment under the Code, including, without limitation, “S corporations”, banks and other financial institutions, brokers, dealers or traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, insurance companies, U.S. expatriates and former citizens or long-term residents of the United States, mutual funds, real estate investment trusts, regulated investment companies, cooperatives, tax-exempt organizations (including private foundations), retirement plans, controlled foreign corporations, passive foreign investment companies, persons who are subject to any alternative minimum tax, persons who hold their Company common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment, or other risk-reduction transaction for U.S. federal income tax purposes, stockholders that have a functional currency other than the U.S. dollar, certain taxpayers that are required to prepare certified financial statements or file financial statements with certain regulatory or governmental agencies, persons that own or have owned within the past five years (or are deemed to own or to have owned within the past five years) 5% or more of the outstanding Company common stock (by vote or value), Holders of Company common stock that exercise appraisal rights, persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement and persons who acquired their Company common stock upon the exercise of stock options or otherwise as compensation. This discussion does not address any U.S. federal estate, gift, or other non-income tax consequences, any tax consequences arising under the Medicare contribution tax on net investment income, or any state, local, or non-U.S. tax consequences.

As used in this summary, the term “U.S. Holder” means a beneficial owner of Company common stock that, for U.S. federal income tax purposes, is: (i) an individual who is a citizen or resident of the U.S.; (ii) a corporation, or other entity or arrangement classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state or political subdivision thereof or the District of Columbia; (iii) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust if (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons has the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

As used in this summary, the term “Non-U.S. Holder” means a beneficial owner of Company common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes, and the term “Holder” means a U.S. Holder or a Non-U.S. Holder.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) exchanges Company common stock for cash and CVRs in the merger, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships and partners in partnerships holding Company common stock should consult their tax advisors regarding the tax consequences of exchanging Company common stock for the merger consideration.

We have not sought, and do not expect to seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein, and no assurance can be given that the IRS will not take a position contrary to the discussion below, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING IS A GENERAL DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OF COMPANY COMMON STOCK FOR MERGER CONSIDERATION PURSUANT TO THE MERGER UNDER CURRENT LAW AND IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF EXCHANGING COMPANY COMMON STOCK FOR CASH AND CVRS PURSUANT TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

The exchange of shares of Company common stock for the merger consideration pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a U.S. Holder recognizes, and the timing and potentially the character of such gain or loss, depends in part on the U.S. federal income tax treatment of the CVRs, with respect to which there is substantial uncertainty.

The receipt of the merger consideration, which consists of cash and CVRs, may be treated as an “open transaction” or as a “closed transaction” for U.S. federal income tax purposes, each discussed below. The installment method of reporting any gain attributable to the receipt of a CVR generally will not be available with respect to the disposition of Company common stock pursuant to the merger because the shares of Company common stock are traded on an established securities market. The following sections discuss certain U.S. federal income tax consequences of the merger if the exchange of Company common stock for cash and CVRs pursuant to the merger is treated as an open transaction and, alternatively, as a closed transaction for U.S. federal income tax purposes. There is no legal authority directly addressing the U.S. federal income tax treatment of the receipt of, or payments made with respect to, the CVRs in connection with the merger. You should consult your tax advisor with respect to the proper treatment and characterization of the receipt of, and payments made with respect to, the CVRs.

The receipt of merger consideration is generally treated as an “open transaction” if the value of the CVRs were determined not to be “reasonably ascertainable” at the time of their receipt. It is the position of the IRS, as reflected in Treasury Regulations, that only in “rare and extraordinary cases” is the value of property so uncertain as to warrant “open transaction” treatment. If the transaction is treated as an “open transaction” for U.S. federal income tax purposes, a U.S. Holder generally recognizes capital gain on the exchange of Company common stock for the merger consideration in an amount equal to the excess, if any, of the amount of cash received in such exchange over such U.S. Holder’s adjusted U.S. federal income tax basis in the Company common stock sold or exchanged. Gain

recognized in the transaction must be determined separately for each identifiable block of Company common stock exchanged pursuant to the merger (i.e., Company common stock acquired at the same cost in a single transaction). Any such gain will generally be long-term capital gain if the Company common stock was held for more than one year prior to such disposition. No loss would be recognized by a U.S. Holder as of the date of the merger.

If the transaction is treated as an “open transaction” for U.S. federal income tax purposes, the CVRs will not be taken into account in determining the U.S. Holder’s taxable gain upon receipt of the initial cash consideration, and a U.S. Holder will take no tax basis in the CVRs, but would be subject to tax on CVR payments as discussed below.

If the merger consideration is treated as an “open transaction,” a portion of such payments would generally be treated as interest income under Section 483 of the Code (as discussed below under “—Imputed Interest”) and the balance, in general, would be treated as additional consideration for the disposition of the Company common stock in the merger. The treatment of the portion of payments on the CVRs not treated as interest under Section 483 of the Code will depend on whether or not the amount of cash received by the U.S. Holder in the merger is less than the U.S. Holder’s tax basis in the Company common stock surrendered pursuant to the merger. If the cash received by the U.S. Holder in the merger is equal to or greater than a U.S. Holder’s tax basis in its Company common stock surrendered pursuant to the merger, then all payments received or accrued on the CVRs would be taxable in accordance with such U.S. Holder’s regular method of accounting. If the cash received in the merger is less than a U.S. Holder’s tax basis in the Company common stock surrendered pursuant to the merger, then payments received or accrued on the CVRs to the extent not treated as interest under Section 483 of the Code (as discussed below under “—Imputed Interest”) would not be taxable until the total payments such U.S. Holder received or accrued (including those in the merger) are equal to such U.S. Holder’s tax basis in the Company common stock, and all subsequent payments on the CVRs would be taxable. It is likely that all CVR payments that are taxable under this paragraph would be taxable as capital gain to the extent not treated as ordinary interest income under Section 483 of the Code (as discussed below under “—Imputed Interest”) and such gain would be long term capital gain if the Company common stock were held for more than one year prior to the merger. At the time that it is determined that no additional CVR payments will be made, a U.S. Holder would generally be entitled to a capital loss equal to any excess of such U.S. Holder’s tax basis in the Company common stock over the sum of the cash such Holder received as of the date of the merger and any CVR payments that such Holder received (to the extent not treated as interest under Section 483 of the Code). The deductibility of capital losses is subject to limitations.

The receipt of the merger consideration is generally treated as a “closed transaction” if the fair market value of the CVRs were determined to be “reasonably ascertainable,” at the time of their receipt. Under the “closed transaction” approach, a U.S. Holder generally would recognize capital gain or loss on an exchange of Company common stock for the merger consideration (i.e., cash and CVRs), in an amount equal to the difference, if any, between: (i) the amount of cash received plus the fair market value (determined as of the effective time) of any CVRs received; and (ii) the U.S. Holder’s adjusted U.S. federal income tax basis in the Company common stock sold or exchanged. Any capital gain or loss recognized will be determined separately for each identifiable block of Company common stock exchanged pursuant to the merger (i.e., Company common stock acquired at the same cost in a single transaction). Capital gain or loss, if any, will be long-term capital gain or loss if such Company common stock was held for more than one year prior to the merger. The deductibility of capital losses is subject to limitations.

If the transaction is treated as a “closed transaction” for U.S. federal income tax purposes, a U.S. Holder’s initial U.S. federal income tax basis in a CVR received in the merger would equal the fair market value (as of the effective time) of such CVR as determined for U.S. federal income tax purposes. The holding period for a CVR would begin on the day following the merger.

If the transaction is treated a “closed transaction,” the U.S. federal income tax treatment of receiving future payments on the CVRs is not clear. There is no authority directly addressing the treatment of contingent payment rights similar to the CVR payments. A portion of any CVR payments may be treated as interest under Section 483 of the Code (as described below under “—Imputed Interest”). To the extent not treated as interest under Section 483 of the Code, CVR payments may be treated under one of a number of alternative approaches. Under one approach, any such payments could be treated as a nontaxable return of capital and reduce a U.S. Holder’s tax basis in its CVRs until such tax basis has been reduced to zero, and any future payments would be taxable in full. Alternatively, it is possible that a portion of each such payment might be considered taxable income, with the remaining portion reducing a U.S. Holder’s tax basis in its CVRs until such basis has been reduced to zero, after which any future

payments would be taxable in full. A U.S. Holder would generally be entitled to a loss if, at the time it is determined that there will be no more CVR payments, such U.S. Holder has any remaining tax basis in the CVRs. It is not clear whether the taxable payments described in this paragraph would be characterized as capital gain or ordinary income, but it is likely that any loss would be a capital loss.

Due to legal and factual uncertainty regarding the valuation and tax treatment of the CVRs, you should consult your tax advisor concerning the tax consequences of the receipt of, and payments made with respect to, the CVRs.

Under either “closed transaction” or “open transaction” treatment, a CVR payment may be treated as a payment under a contract for the sale or exchange of Company common stock to which Section 483 of the Code applies if at least one payment is due more than one year after the consummation of the merger. If Section 483 of the Code applies, a portion of the payments made with respect to a CVR that is due more than six months after the consummation of the merger will be treated as interest, which would be subject to U.S .federal income tax as ordinary income. The interest amount will equal the excess of the amount received over its present value as of the effective time calculated using the appropriate applicable federal rate published by the IRS as the discount rate. A U.S. Holder must include in its taxable income interest pursuant to Section 483 of the Code using such Holder’s regular method of accounting for U.S. federal income tax purposes. The portion of the CVR payment that is not treated as interest under Section 483 of the Code will generally be taxed either as ordinary income or as gain or loss from the sale of a capital asset, as discussed above.

The receipt of the merger consideration by a Non-U.S. Holder upon the exchange of Company common stock for merger consideration pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Generally, if payments are made to a Non-U.S. Holder with respect to a CVR, such Non-U.S. Holder may be subject to withholding at a rate of 30% (or a lower rate under an applicable income tax treaty) on the portion of any such payments treated as imputed interest (as discussed above in the section under “—U.S. Holders—Imputed Interest”), or possibly the entire CVR payment depending on the U.S. federal income tax treatment of the CVRs unless such Non-U.S. Holder establishes its entitlement to exemption from or a reduced rate of withholding under an applicable income tax treaty by providing the appropriate documentation (generally, IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8) to the applicable withholding agent. As discussed above, the tax treatment of the CVRs is unclear, and it is possible that Parent or the applicable withholding agent may be required to withhold additional amounts on payments with respect to the CVRs.

THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE MERGER OR THE RECEIPT OF CVRS. EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.

Under the merger agreement, Parent, Merger Sub and the Company agreed to use their respective reasonable best efforts to take (or cause to be taken) all actions, and to promptly do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable laws to cause the

conditions to the merger to be satisfied and consummate and make effective the merger and any other transactions contemplated by the merger agreement as promptly as reasonably practicable and in any event prior to the outside date (as defined below), including:

Parent, Merger Sub and the Company have agreed to cooperate with each other to obtain the necessary regulatory approvals. Neither Parent, Merger Sub or the Company will commit to or agree with any governmental authority to (i) stay, toll or extend any applicable waiting period under the HSR Act or any other applicable antitrust law, (ii) pull and refile or resubmit the notification and report forms pursuant to the HSR Act, (iii) not consummate the transaction contemplated by the merger agreement before an agreed-to date, or (iv) any timing agreement, in each case relating to the transactions contemplated by the merger agreement, without the prior written consent of the other parties. Parent shall (and only if requested by Parent, the Company shall) take all such action as may be necessary to avoid or eliminate each and every impediment under any antitrust law, including proposing,

negotiating, committing and effecting, by consent decree, hold separate order, or otherwise, to (i) sell, divest, dispose of or otherwise hold separate (including by establishing a trust or otherwise), any of the businesses, assets or properties of the Company and its Subsidiaries and (ii) otherwise take or commit to take actions that after the closing would limit Parent’s, the Company’s or any of their respective Subsidiaries’ freedom of action with respect to any of the businesses, assets or properties of the Company or any of its Subsidiaries; provided, however, that nothing shall require either party to take or agree to take any action of the types referred to in the foregoing clauses (i) and (ii) unless it is binding on or otherwise applicable to Parent or the Company only from and after the Effective Time in the event that the Closing occurs.

The merger is subject to the requirements of the HSR Act, and the rules and regulations promulgated thereunder. Under the HSR Act, certain transactions, including the merger, may not be completed unless certain waiting period requirements have expired or been terminated. The parties filed their respective HSR notifications with the FTC and the DOJ on November 19, 2025. The HSR Act provides that each party must file its respective HSR notifications with the FTC and the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their respective HSR notifications or the earlier termination of that waiting period. If the DOJ or FTC issues a request for additional information and documentary material (a “Second Request”) prior to the expiration of the waiting period, the transaction cannot close until the parties substantially comply with the Second Request and observe a second waiting period, which is 30 days by statute and can be extended through agreement or terminated earlier.

At any time before or after the merger is completed, the DOJ or the FTC could take action to challenge the merger on antitrust grounds, including seeking to preliminarily or permanently enjoin the merger. In addition, U.S. state attorneys general could take such action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin completion of the Merger or permitting completion subject to regulatory concessions or conditions. Private parties also may seek to take legal action under the antitrust laws under certain circumstances.

In addition, the merger is conditioned on expiration or early termination of the CFIUS waiting period.

In addition to antitrust approval in the United States, the completion of the merger is conditioned on the receipt of certain consents or approvals from certain competition authorities and clearance under certain foreign investment laws. There can be no assurance that governmental authorities in these or other jurisdictions will not assert that other notices or regulatory approvals are required or seek to preliminarily or permanently enjoin the Merger.

Parent and the Company have agreed to cooperate with each other to cause the Company common stock to be delisted from Nasdaq and deregistered under the Exchange Act, as promptly as practicable following the effective time.

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete, may not contain all of the information about the merger agreement that is important to you, and is qualified in its entirety by the full merger agreement, as attached to this proxy statement as Annex A. We recommend that you read the merger agreement carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Parent, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have changed (and may continue to change) after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide the Company stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement.

The merger agreement provides that, upon the terms and subject to the conditions of the merger agreement, and the applicable provisions of the DGCL, at the effective time, Merger Sub will be merged with and into the Company, whereupon the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the merger. As a result of the merger, the surviving corporation will become a subsidiary of Parent, and Company common stock will no longer be publicly traded. In addition, Company common stock will be delisted from Nasdaq and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and the Company will no longer file periodic reports with the SEC. If the merger is consummated, each share of Company common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be cancelled and converted into the right to receive the merger consideration, subject to any applicable withholding taxes.

The closing will take place no later than the third business day following the day on which the last of the conditions to the closing (described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) has been satisfied or waived, or such other time agreed to in writing by Parent and the Company; provided that if the marketing period has not ended at the time of the satisfaction or waiver of the closing conditions (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), the closing will be delayed and occur instead on the date following such satisfaction or waiver, that is the earlier of (a) any business day before or during the marketing period as may be specified by Parent to the Company on no less than three business days’ prior written notice and (b) three business day following the final day of the marketing period. On the closing date, the Company will file a Certificate of Merger with the Secretary of State for the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance for record of the Certificate of Merger, or such later time as may be agreed by the parties in writing and specified in the Certificate of Merger.

From and after the effective time, the Company, as the surviving corporation in the merger, will possess all rights, privileges, immunities, powers and franchises of the Company and Merger Sub.

At the effective time, the certificate of incorporation of the Company, as in effect immediately prior to the effective time, will be amended and restated in its entirety to read as set forth in Exhibit B to the merger agreement, and as so amended will be the certificate of incorporation of the surviving corporation until thereafter amended as provided therein or as provided by applicable law.

At the effective time, the bylaws of Merger Sub as in effect immediately prior to the effective time will become the bylaws of the surviving corporation, except that references to Merger Sub’s name will be replaced with references to the surviving corporation’s name, until thereafter amended as provided therein, by the surviving corporation’s certificate of incorporation, or as provided by the applicable law.

At the effective time, the board of directors of the surviving corporation will consist of the directors of Merger Sub as of immediately prior to the effective time, each to hold office in accordance with the certificate of incorporation and the bylaws of the surviving corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the surviving corporation’s certificate of incorporation and bylaws, and the officers of the surviving corporation will consist of the officers of the Company as of immediately prior to the effective time, each to hold office in accordance with the certificate of incorporation and the bylaws of the surviving corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the surviving corporation’s certificate of incorporation and bylaws.

At the effective time, each share of Company common stock issued and outstanding as of immediately prior to the effective time (other than excluded shares) will be cancelled and converted automatically into the right to receive the merger consideration, subject to any applicable withholding taxes.

At the effective time, shares of Company common stock owned by the Company or any of its subsidiaries and not held on behalf of third parties, shares of Company common stock owned by Merger Sub and the appraisal shares will automatically be cancelled and will cease to exist, without payment of the merger consideration. Each share of Company common stock that is owned by Parent will automatically be converted into one share of common stock of the surviving corporation.

Following the date of the merger agreement, no new offering periods may be commenced under the Company ESPP, and no employees may newly enroll in or increase their payroll deduction election or contribution rates under the Company ESPP. If the effective time occurs prior to the end of any outstanding offering period in existence under the Company ESPP as of October 21, 2025, all outstanding purchase rights under the Company ESPP will automatically be exercised, in accordance with the terms of the Company ESPP, and the Company ESPP will terminate immediately prior to the effective time of the merger. Each share of Company common stock purchased under the Company ESPP will be canceled at the effective time and converted into the right to receive the merger consideration in the same manner as other Company stockholders (less applicable tax withholding).

At or prior to the effective time, Parent and Merger Sub will appoint and enter into a paying agent agreement with a bank or trust company reasonably acceptable to Parent and the Company to serve as the paying agent for the merger (the “paying agent”) and to make payments of the merger consideration to holders of Company common stock (other than holders of excluded shares). At or prior to the effective time, Parent or Merger Sub will deposit (or cause to be deposited) with the paying agent an amount of cash sufficient to pay the aggregate cash consideration (other than in respect of excluded shares).

Promptly after the effective time (and in any event within three (3) business days following the closing date), the surviving corporation will cause the paying agent to mail to each holder of record of Company common stock (other than excluded shares) (a) a letter of transmittal in customary form specifying that delivery will be effected, and risk of loss and title to the certificates representing such shares (the “certificates”) will pass, only upon delivery of the certificates to the paying agent (or affidavits of loss in lieu of certificates), (b) in the case of book-entry shares not held, directly or indirectly, through the DTC, such customary materials as mutually and reasonably agreed by Parent and the Company, and (c) instructions for effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates) and book-entry shares, as applicable, in exchange for payment of the aggregate cash consideration to which such holders are entitled to receive as a result of the merger pursuant to the merger agreement. Following the provision of these materials and the effectuation of the instructions for use, the certificates so surrendered will be cancelled. With respect to book-entry shares held, directly or indirectly, through DTC, Parent and the Company will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such

other necessary or desirable third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the effective time, upon surrender of shares of Company common stock held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the cash consideration to which the beneficial owners thereof are entitled to receive as a result of the merger.

If any cash deposited with the paying agent is not claimed or is otherwise undistributed within one year following the effective time, such cash will be returned to Parent or the surviving corporation (as determined by Parent), and any holders of shares of Company common stock who have not complied with the exchange procedures in the merger agreement will thereafter look solely to the surviving corporation for payment of the cash consideration (subject to applicable law).

Each of Parent, the Company, Merger Sub, the surviving corporation, the Rights Agent, the paying agent and any other applicable withholding agent, as applicable, will be entitled to deduct and withhold from the amounts otherwise payable pursuant to the merger agreement or the CVR agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of federal, state, local or foreign tax law; provided that, in each case other than with respect to payments made (x) in respect of a Company equity award or (y) as a result of the failure of the person in respect of which such deduction or withholding was made to deliver a valid IRS Form W-9 or applicable IRS Form W-8 in connection with the letter of transmittal, Parent, the Company, Merger Sub, the surviving corporation, the paying agent, the Rights Agent and any other applicable withholding agent will, as soon as reasonably practicable, use commercially reasonable efforts to notify in writing such person and reasonably cooperate with such person in good faith to reduce or eliminate any such withholding prior to withholding any amounts payable to any stockholder of the Company under the merger agreement. To the extent that amounts are so deducted or withheld, such amounts will be timely paid over to the applicable governmental authority, and, to the extent that amounts are so deducted or withheld and remitted to the applicable governmental authority, such amounts will be treated for all purposes of the merger agreement or the CVR agreement as having been paid to the person in respect of which such deduction or withholding was made.

In the merger agreement, the Company made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

In the merger agreement, Parent and Merger Sub made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the merger agreement will not survive the consummation of the merger.

Several of the representations and warranties in the merger agreement made by the Company and certain conditions to the performance by Parent of their obligations under the merger agreement are qualified by reference to whether the item in question would have a Material Adverse Effect. For purposes of the merger agreement, with respect to the Company, “Material Adverse Effect” means any change, effect, event, occurrence, condition, circumstance, state of facts or development that, individually or in the aggregate, has or would reasonably be expected to have a material adverse on the business or financial condition of the Company and its subsidiaries, taken as a whole; provided, however, that no change, effect, event, occurrence, condition, circumstance, state of facts or development resulting from the following will constitute a Material Adverse Effect:

Except with respect to first seven bullets above, to the extent the Company and its subsidiaries, taken as a whole, are disproportionately adversely affected by such changes, effects, events, occurrences or developments relative to other similarly sized and situated companies in the industry in which the Company and its subsidiaries operate, then, solely to the extent of any such disproportionality, such changes, effects, events, occurrences or developments may be taken into account in determining whether a material adverse effect has occurred.

The merger agreement provides that, from the date of the signing of the merger agreement until the earlier to occur of the termination of the merger agreement and the effective time, the Company will, and will cause its subsidiaries to, use commercially reasonable efforts to conduct their businesses in the ordinary course of business, and, to the extent consistent therewith, to preserve their business organizations intact and to maintain existing significant business relationships, except: (a) as required or expressly contemplated by the merger agreement, (b) as required by applicable law or order, (c) as approved in advance by Parent in writing (which approval will not be unreasonably withheld, delayed or conditioned), (d) as disclosed in the confidential disclosure schedule to the merger agreement, or (e) to the extent necessary to comply with the express provisions set forth in any material contract of the Company in effect and made available to Parent as of the signing of the merger agreement.

Subject to the same exceptions mentioned above, the Company has also agreed that, during the period of time between the date of the signing of the merger agreement and the effective time, the Company will not, and will not permit any of its subsidiaries to, among other things: