A special meeting of shareholders of Logility Supply Chain Solutions, Inc., a Georgia corporation (“Logility” or the “Company”), will be held on [•], 2025, at [•] Eastern time, at Logility’s headquarters, located at 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305 (the “special meeting”). You are cordially invited to attend.

On January 24, 2025, Logility entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”) with Aptean, Inc., a Delaware corporation (“Aptean”), and Update Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of Aptean (“Merger Sub”), providing for, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, the acquisition of Logility by Aptean at a price of $14.30 per share in cash, without interest. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into Logility (the “merger”), with Logility surviving the merger as a wholly owned subsidiary of Aptean. At the special meeting, Logility will ask you to approve certain proposals, including a proposal to approve the merger agreement.

At the effective time of the merger, each share of Logility’s common stock, par value $0.10 per share (“Company common stock”), issued and outstanding immediately prior to the effective time (other than shares owned by Logility as treasury stock, shares owned by any subsidiary of the Company, shares held by Aptean or Merger Sub or any of their wholly owned subsidiaries and shares owned by shareholders who are entitled to exercise, and have properly exercised dissenters’ rights under Georgia law), will be converted into the right to receive $14.30 in cash, without interest. This represents a premium of 26.3% over the Company’s closing share price of $11.32 on January 24, 2025 (the day on which the merger was announced, which announcement occurred after the close of market on such day) and a premium of 28.3% over the Company’s 30-day volume-weighted average share price as of such date.

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.

The board of directors of Logility (the “Board”) carefully 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 adopted the merger agreement, determined that the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Logility’s shareholders, directed that the merger agreement be submitted to Logility’s shareholders for approval at a duly held meeting and resolved to recommend that Logility’s shareholders vote to approve the merger agreement. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the merger agreement described in the accompanying proxy statement. The Board also unanimously recommends a vote “FOR” the nonbinding compensation proposal described in the accompanying proxy statement and “FOR” the adjournment proposal, if necessary or appropriate, described in the accompanying proxy statement.

Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the proposal to approve the merger agreement is important and we encourage you to vote promptly. The merger cannot be completed unless the merger agreement is approved by the affirmative vote of the Company’s shareholders holding a majority of the outstanding shares of Company common stock entitled to vote thereon as of the close of business on [•], 2025. The failure to vote will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

After reading the accompanying proxy statement, please make sure to vote your shares by promptly voting electronically or telephonically as described in the accompanying proxy statement, or by completing, dating, signing and returning your proxy card, or attending the special meeting in person. Instructions regarding the methods of voting are provided on the proxy card. If you hold shares through an account with a brokerage firm,

bank or other nominee, please follow the instructions you receive from it to vote your shares. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, Logility’s proxy solicitor for the special meeting, toll-free at (877) 800-5194 (banks and brokers may call (212) 750-5833).

We encourage you to join us in voting to approve the merger that our management team and the Board view as highly beneficial to our shareholders.

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy, accuracy or completeness 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 our shareholders on or about [•], 2025.

Your vote is extremely important. Whether or not you plan to virtually attend the special meeting and regardless of the number of shares of Company common stock you own, we urge you to vote promptly “FOR” each of the special meeting proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

This proxy statement contains information relating to a special meeting of shareholders (the “special meeting”) of Logility Supply Chain Solutions, Inc., which we refer to as “Logility,” the “Company,” “we,” “us” or “our.” The special meeting will be held on [•], 2025, at [•] Eastern time, at Logility’s principal offices, located at 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305. We are furnishing this proxy statement to shareholders of the Company as part of the solicitation of proxies by the Company’s board of directors, which we refer to as the “Board,” for use at the special meeting and at any adjournments or postponements thereof. This proxy statement is dated [•], 2025 and, together with the enclosed form of proxy card, is first being mailed to our shareholders on or about [•], 2025.

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all the questions that may be important to you as a shareholder. Accordingly, 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.

Statements in this proxy statement that are not historical facts are “forward-looking statements” that involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. Such statements are based on management’s expectations as of the date they are made and are not guarantees of future results. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “anticipate,” “believe,” “continue,” “could,” “expect,” “may,” “should,” “intend,” “seek,” “estimate,” “plan,” “target,” “project,” “likely,” “will,” “future” or other similar words or phrases. These risks and uncertainties include, but are not limited to, factors such as: (i) the ability to obtain regulatory approval and meet other closing conditions to the proposed transaction, including obtaining approval of Logility’s shareholders, on the expected timeframe or at all; (ii) potential adverse reactions or changes to business relationships, operating results, financial results and the business generally resulting from the announcement, pendency or inability to complete the proposed transaction on the expected timeframe or at all; (iii) actual or threatened litigation relating to the proposed transaction or otherwise; (iv) the inability to retain key personnel, management or clients, or potential diminished productivity due to the impact of the proposed transaction on the Company’s current and prospective employees, key management, clients and other business partners; (v) risks related to diverting management’s attention from the Company’s ongoing business operations; (vi) unexpected delays, costs, charges, fees or expenses resulting from the proposed transaction or the assumption of undisclosed liabilities related thereto; (vii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; (viii) the risk that the price of Company common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed; (ix) the ability to successfully integrate operations and employees and to realize anticipated benefits and synergies of the proposed transaction as rapidly or to the extent anticipated; (x) actions by competitors; (xi) general adverse economic, political, social and security conditions in the regions in which Logility and Aptean operate; and (xii) the other risks and uncertainties discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in other documents that the Company subsequently files from time to time with the SEC. Statements in this proxy statement that are “forward-looking” include, without limitation, statements about Aptean’s proposed transaction to acquire Logility (including the anticipated results, effects and timing of the proposed transaction). There can be no assurance that the transactions will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this proxy statement, as well as under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024 and in other documents subsequently filed by the Company with the SEC. The Company cautions that the foregoing list of important factors that may affect future results is not exhaustive. There also may be other factors that we do not anticipate or that we do not recognize are material that could cause results to differ materially from expectations.

All forward-looking statements speak only as of the date they are made, and the Company expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of future events, new information or otherwise, except as required by law. All subsequent written and oral forward-looking statements concerning the transaction or other matters attributable to the Company or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above.

Logility is a leading provider of AI-first supply chain management solutions engineered to help organizations build sustainable digital supply chains that improve people’s lives and the world we live in. The Company’s approach is designed to reimagine supply chain planning by shifting away from traditional “what happened” processes to an AI-driven strategy that combines the power of humans and machines to predict and be ready for what’s coming. Logility’s fully integrated, end-to-end platform helps clients know faster, turn uncertainty into opportunity, and transform supply chain from a cost center to an engine for growth. With over 500 clients in 80 countries, the Company is headquartered in Atlanta, Georgia. Logility’s common stock is listed on the Nasdaq Global Select Market under the symbol “LGTY.” Logility’s address is 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305, and its telephone number is (404) 261-4381.

Aptean, Inc. is a global provider of industry-specific software that helps manufacturers and distributors effectively run and grow their businesses. Aptean’s solutions and services help businesses of all sizes to be Ready for What’s Next, Now®. Aptean is headquartered in Alpharetta, Georgia and has offices in North America, Europe and Asia-Pacific. Aptean’s address is 4325 Alexander Drive, Suite 100, Alpharetta, Georgia, 30022, and its telephone number is (770) 351-9600.

Update Merger Sub, Inc. is a Georgia corporation and a wholly owned subsidiary of Aptean formed on January 21, 2025 solely for the purpose of effecting the merger. Upon the consummation of the merger, Merger Sub will cease to exist. The address of Merger Sub is 4325 Alexander Drive, Suite 100, Atlanta, Georgia 30022, and its telephone number is (770) 351-9600.

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

The special meeting will be held on [•], 2025 at [•] Eastern time, at Logility’s principal offices, located at 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305.

If you are a shareholder of record and wish to attend the special meeting, you must provide valid picture identification, such as a driver’s license or passport, showing a name that matches a name on the Company’s list of record shareholders as of [•], 2025 to be admitted to the special meeting.

If you hold your shares of Company common stock through a bank, broker, or other nominee, more commonly known as holding shares in “street name,” and desire to vote at the special meeting, you must inform your bank, broker, or other nominee and request a “legal” proxy from the bank, broker, or nominee. You will need to bring the legal proxy to the special meeting along with valid picture identification. If you do not have a legal proxy, you will not be able to vote at the special meeting. You are, however, still welcome to attend the special meeting, but you must bring your most recent brokerage account statement showing that you owned Company common stock as of the record date along with valid picture identification to be admitted to the special meeting. You are advised that if you own shares in “street name” and obtain a legal proxy, any proxy you have previously executed will be revoked, and your vote will not be counted unless you appear at the special meeting and vote in person or legally appoint another proxy to vote on your behalf.

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 carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board determined that the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of the Company’s shareholders, unanimously adopted the merger agreement, directed that the merger agreement be submitted for approval at a duly held meeting and resolved to recommend that the Company’s shareholders vote to approve the merger agreement. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the merger agreement. For a discussion of the material factors that the Board considered in resolving to recommend that the Company’s shareholders vote to approve the merger agreement, please see the section of this proxy statement entitled “The Merger—Reasons for Recommending the Approval of the Merger Agreement.”

The Board also unanimously recommends a vote “FOR” the nonbinding compensation proposal and “FOR” the approval of the adjournment proposal.

Only holders of record of Company common stock as of the close of business on [•], 2025, the record date for the special meeting, are entitled to vote the shares of Company common stock they held on the record date at the special meeting. As of the close of business on the record date, there were [•] shares of Company common stock outstanding and entitled to vote, held by [•] shareholders of record. Each shareholder is entitled to one vote for each share of Company common stock held by such shareholder on the record date on each of the proposals presented in this proxy statement.

Pursuant to the Company’s bylaws, the holders of a majority of the outstanding shares of Company common stock as of the close of business on the record date must be present, either in person or represented by valid proxy, to constitute a quorum necessary to conduct the special meeting. Shares represented by valid proxies received but marked as abstentions will be counted as present at the special meeting for purposes of establishing a quorum. If you are a beneficial owner of shares of Company common stock and fail to instruct your bank, broker or other nominee on how to vote your shares, your shares will not be counted as present at the special meeting for purposes of establishing a quorum, unless you attend the special meeting in person.

Although it is not currently expected, the special meeting may be adjourned in the absence of a quorum by the affirmative vote of holders of a majority of the shares of Company common stock present and entitled to vote at the special meeting.

Even if a quorum is present, the special meeting could also be adjourned in order to provide more time to solicit additional proxies, if necessary or appropriate, in favor of approval of the merger agreement if sufficient votes are cast in favor of the adjournment proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date is set for the adjourned meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the special meeting.

The approval of the merger agreement requires the affirmative vote of the Company’s shareholders holding a majority of the outstanding shares of Company common stock entitled to vote thereon as of the record date. Under the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. The failure to vote your shares of Company common stock, abstentions and “broker non-votes” will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

The approval of the nonbinding compensation proposal requires that the number of votes cast in favor of the proposal exceeds the votes cast against the proposal. Assuming a quorum is present at the special meeting, abstentions, failures to vote and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal. This is an advisory vote only and will not be binding on the Company or the Board.

The approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock present (either in person or represented by valid proxy) and entitled to vote at the special meeting. Assuming a quorum is present at the special meeting, abstentions will have the same effect as a vote “AGAINST” the adjournment proposal, and failures to vote and “broker non-votes” will have no effect on the outcome of the adjournment proposal.

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

To ensure that your shares 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 person, using one of the following three methods:

Telephone and Internet voting are available 24 hours a day. If you are the record holder of your shares or your shares are held in “street name”, then telephone and Internet voting will be accessible until 11:59 p.m. Eastern time on [•], 2025.

Shareholders of the Company who hold their shares in “street name” by a broker, nominee, fiduciary or other custodian should refer to the proxy card or other information forwarded by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

If you have any questions or need assistance voting your shares, please contact Innisfree, Logility’s proxy solicitor for the special meeting, toll-free at (877) 800-5194 (banks and brokers may call (212) 750-5833).

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a shareholder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of the proposal to approve the merger agreement, the nonbinding compensation proposal and the adjournment proposal.

You have the right to revoke your proxy at any time prior to the time your shares are voted at the special meeting. If you are a shareholder of record, your proxy can be revoked in several ways:

However, if your shares are held in “street name” through a broker, nominee, fiduciary or other custodian, you must contact your broker, nominee, fiduciary or other custodian to determine how to revoke your proxy.

If you plan to attend the special meeting and vote in person, you will be given a ballot at the special meeting. Please note that admission to the special meeting is limited to the Company’s shareholders or their representatives. For holders of record of Company common stock, upon your arrival at the meeting location, you must provide valid picture identification, such as a driver’s license or passport, showing a name that matches a name on the Company’s list of record shareholders as of [•], 2025 to be admitted to the special meeting.

If you hold your shares through a bank, broker, or other nominee, more commonly known as holding shares in “street name,” and desire to vote at the special meeting, you must inform your bank, broker, or other nominee and request a “legal” proxy from the bank, broker, or nominee. You will need to bring the legal proxy to the special meeting along with valid picture identification. If you do not have a legal proxy, you will not be able to vote at the special meeting. You are, however, still welcome to attend the special meeting, but you must bring your most recent brokerage account statement showing that you owned Company common stock as of the record date along with valid picture identification to be admitted to the special meeting. You are advised that if you own shares in “street name” and obtain a legal proxy, any proxy you have previously executed will be revoked, and your vote will not be counted unless you appear at the special meeting and vote in person or legally appoint another proxy to vote on your behalf.

Under the GBCC, any holder of record of Company common stock who objects to the merger, and who is entitled to exercise and properly exercises their dissenters’ rights and fully complies with all of the provisions of Article 13 of the GBCC (but not otherwise), will be entitled to demand and receive payment of the “fair value,” as may be determined to be due to such holder in accordance with the GBCC, for all (but not less than all) of their shares of Company common stock if the merger is consummated, unless and until such holder effectively waives, fails to perfect or is otherwise no longer entitled to payment for such shares of Company common stock in accordance with the GBCC.

All votes will be tabulated by the inspector of elections appointed for the special meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

The Company will pay the costs of soliciting proxies from its shareholders. In addition to this mailing, proxies may be solicited by directors, officers or employees of the Company in person, by telephone or electronic transmission. None of the directors, officers or employees will be directly compensated for such services. The Company has retained Innisfree to assist in the distribution and solicitation of proxies. The Company will pay Innisfree a fee of approximately $25,000, plus reasonable expenses, for these services.

The extent to which these proxy soliciting efforts will be undertaken depends entirely upon how promptly proxies are submitted.

You should submit your proxy without delay by mail, by telephone or via the Internet. The Company also reimburses brokers, nominees, fiduciaries or other custodians for their expenses in sending these materials to you and getting your voting instructions.

We currently expect to complete the merger in the second quarter of calendar year 2025. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, some of which are outside of our control.

Although it is not currently expected, the special meeting may be adjourned in the absence of a quorum by the affirmative vote of holders of a majority of the shares of Company common stock present and entitled to vote at the special meeting.

Even if a quorum is present, the special meeting could also be adjourned in order to provide more time to solicit additional proxies, if necessary or appropriate, in favor of approval of the merger agreement if sufficient votes are cast in favor of the adjournment proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date is set for the adjourned meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the special meeting.

The Company’s directors and executive officers have informed us that they intend, as of the date hereof, to vote all of their shares of Company common stock in favor of the matters before our shareholders as described in this proxy statement. Details of the beneficial ownership of Company common stock of the Company’s directors and executive officers are set out in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 72. Certain of the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company’s shareholders generally. For more information, please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 46.

If you have any questions or need assistance voting your shares, please contact Innisfree, the Company’s proxy solicitor for the special meeting, toll-free at (877) 800-5194 (banks and brokers may call (212) 750-5833).

The Company is seeking the approval by its shareholders of the merger agreement the Company entered into on January 24, 2025 with Aptean 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 Aptean. The Board has unanimously adopted the merger agreement, determined that the merger and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of the Company’s shareholders, directed that the merger agreement be submitted to the Company’s shareholders for approval at a duly held meeting and resolved to recommend that the Company’s shareholders vote to approve the merger agreement.

Upon the consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time (other than shares owned by Logility as treasury stock, shares owned by any subsidiary of the Company, shares held by Aptean or Merger Sub or any of their wholly owned subsidiaries and shares owned by shareholders who are entitled to exercise, and have properly exercised dissenters’ rights under the GBCC), will be automatically converted into the right to receive $14.30 in cash, without interest.

The following chronology summarizes the key events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Board, Company management or the representatives of the Company, and other parties.

As part of their ongoing review of the Company’s business, in concert with the Company’s financial and legal advisors, the Board and Company management periodically review and evaluate the Company’s business and operations, long-term strategy, opportunities for organic growth and growth through acquisitions, capital structure, competitive position, historical performance, future prospects, and opportunities to increase shareholder value. These reviews have, from time to time, included discussions as to whether the Company should pursue various alternatives, including acquisitions or divestitures, a sale of the Company, continued execution on its strategy as a public company, and/or alternative capital allocation approaches. In such reviews, the Board and Company management consider, among other things, whether any potential alternative would enhance shareholder value and the potential benefits and risks of any such potential alternative.

On June 26, 2023, the Company received an unsolicited letter from a private equity firm (“Party A”) expressing an interest in acquiring all outstanding shares of Company common stock for a per share price between $14.00 and $15.00 in cash. The letter stated that Party A was prepared to fully finance the transaction using its current funds and that the transaction would not be contingent on receiving any third-party financing. Shares of Company common stock closed at a price of $10.34 per share on June 26, 2023.

Three days later, on June 29, 2023, the Company received an unsolicited letter from TA Associates Management, L.P. (“TA”), an affiliate of Aptean, indicating TA’s interest in acquiring all outstanding shares of Company common stock at a price of $20.00 per share. TA’s proposal indicated that the potential acquisition would be funded with equity from TA-managed equity funds and debt capital from third-party lenders. The letter stated that a definitive agreement would not include any financing condition or contingency. Shares of Company common stock closed at a price of $10.56 per share on June 29, 2023, down from its all-time high closing price of $32.74 on November 9, 2021 and its then 52-week high closing stock price of $18.89 on August 12, 2022. At such time, the Company had not provided any non-public information to either Party A or TA.

The Board met on June 28, 2023 to discuss, among other things, Party A’s proposal and again on July 5, 2023 to discuss, among other things, TA’s proposal. In each case, after robust discussions, the Board decided to reject each of Party A’s and TA’s proposals. During the June 28, 2023 and July 5, 2023 Board meetings, the Board expressed conviction that Company management’s strategic plan could yield greater value for shareholders and discussed the likelihood of achieving the Company’s strategic goals. The Board doubted the certainty of TA’s offer price, in particular. At that time, the Company was projecting revenues of $125 million in fiscal year 2024 as compared to revenues in fiscal year 2023 of $108.25 million. The Company was also actively exploring the acquisition of Garvis, a software company with potentially industry-leading artificial intelligence capabilities in

demand forecasting, which the Company subsequently acquired on September 5, 2023. Further, the Company hoped to use the cash infusion from certain dispositions that the Company had been considering at such time to finance additional acquisitions and further grow the Company’s business. Given the Board’s confidence in the Company’s long-term stand-alone value at such time and their optimism regarding that year’s projections and Company management’s strategic plan, the Board declined to further entertain the offers from Party A or TA.

On February 21, 2024, James C. Edenfield, co-founder and former chief executive officer of the Company, announced his intent to retire from service as executive chairman and director of the Board and treasurer of the Company, effective immediately. The same day, the Board resolved to decrease the size of the board to eight members and appointed James B. Miller, Jr. as Chairman of the Board. The Board appointed Vincent Klinges, current chief financial officer of the Company, to serve as treasurer of the Company.

On April 11, 2024, the Company announced a plan to reclassify the Company’s dual-class common stock to eliminate all Class B common stock, par value $0.10 per share (the “Reclassification”). In support of the Reclassification, the Company entered into a Reclassification Agreement, dated April 10, 2024 (the “Reclassification Agreement”), with Mr. Edenfield, the beneficial owner of all issued and outstanding shares of Class B common stock. The Reclassification Agreement provided that, following the satisfaction of the conditions thereto, including shareholder approval, the Company would amend and restate its Amended and Restated Articles of Incorporation to provide for, among other things, each share of Class B common stock issued and outstanding being reclassified, exchanged and converted into 1.2 shares of the Company’s Class A common stock, par value $0.10 per share (which Class A common stock, immediately following the Reclassification, would be renamed as “common stock”). Subject to specified exceptions, Mr. Edenfield irrevocably and unconditionally agreed to vote all of his shares of Class B common stock at the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), representing approximately 37.1% of the combined voting power of the issued and outstanding Class A common stock and Class B common stock when voting together as a single class, in favor of approving any proposal submitted by the Board for shareholder approval, including but not limited to the proposed amendment and restatement of the Company’s Amended and Restated Articles of Incorporation and the Reclassification. Until the earlier of (x) the closing of the Reclassification or (y) the termination of the Reclassification Agreement, Mr. Edenfield irrevocably and unconditionally agreed to waive his right to nominate, directly or indirectly, any director nominees to be elected at the 2024 Annual Meeting as Class B directors on the Board.

As the Company reported on its fourth quarter earnings call held on June 6, 2024, the Company’s business model was in transition, continuing to move away from its on-premise software model and towards subscription-based revenue streams. While the Company’s subscription-based business was growing, with subscription fees up 10% from the 2023 fiscal year, overall revenue was falling. Fourth quarter total revenues fell to $25.4 million, a decrease of 5% compared to the same quarter of the 2023 fiscal year. Moreover, license fees decreased by 65% year-over-year in fiscal year 2024 after a 49% decrease from the 2022 to 2023 fiscal years.

On July 1, 2024, the Company filed its Annual Report for the fiscal year ended April 30, 2024. The report illustrated the failure of the Company’s common stock to follow the positive trajectory of the cumulative dollar returns of the NASDAQ Composite and NASDAQ Computer Index. Despite peaking at a cumulative dollar return of $169 in the fiscal year ended April 30, 2021, the Company’s stock had a cumulative dollar return of just $91 at the end of the fiscal year ended April 30, 2024.

On July 8, 2024, the Company filed a definitive proxy statement seeking a shareholder vote on the issues of director election, ratification of an independent accountant, executive compensation, adoption of a 2024 Equity Compensation Plan, the Reclassification, the indemnification of directors and officers, and a blank check preferred stock amendment.

Throughout the summer of 2024, the Board and management continued to evaluate the Company’s performance and prospects in light of the significant headwinds in the Company’s sales performance in conjunction with significant economic challenges faced by its manufacturer-heavy customer base at a macro-economic level. As of September 2024, the Institute for Supply Management’s Purchasing Manager’s Index had been in decline for 22 of the previous 23 months and was in its sixth consecutive month period of contraction.

On August 12, 2024, a nationally recognized investment bank (“Bank A”) presented to the Board on the current market, potential interest in the Company by strategic and finance-focused buyers, and certain strategic

alternatives available to the Company. In particular, Bank A discussed its view of the Company’s lagging valuation, as compared to its peers, and discussed paths to accelerate growth. Bank A also reviewed the landscape of potential partners and discussed the heightened level of M&A activity in the supply chain management industry. A representative from the Company’s outside counsel, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC discussed the Company’s potential adoption of a shareholder rights plan and associated fiduciary and statutory considerations in light of the risks inherent in eliminating the Company’s dual-class share structure.

The Board held a regularly scheduled Board meeting on August 20, 2024 at the Company’s headquarters in Atlanta, Georgia. Members of Company management were also present at the meeting. At the meeting, Company management presented on the Company’s activities in the first quarter of the 2025 fiscal year. After briefly adjourning to allow the Board and Company management to attend the Company’s annual shareholders’ meeting, the Board reconvened to implement the measures passed by the Company’s shareholders. The Company’s shareholders elected all eight director candidates: H. Allan Dow, W. Dennis Hogue, Thomas L. Newberry, V, Celena Matlock, Matthew G. McKenna, James B. Miller, Jr., Lizanne Thomas, and Nicole Wu. The Company’s shareholders also approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025, compensation of the Company’s NEOs on an advisory basis, adoption of the 2024 Equity Compensation Plan, the Reclassification and associated amendments to the charter (which included amendments to give effect to a change in the Company’s name), and the charter amendment for indemnification of directors and officers. The proposed amendment to the Company’s charter to provide for blank check preferred stock was not approved by the Company’s shareholders. The Board also declared the issuance of a quarterly dividend and determined to delay changing the Company’s name until after the Reclassification was complete.

In an executive session held during the August 20, 2024 Board meeting, the Board discussed the improving market for mergers and acquisitions, risks associated with external factors that impact the Company’s performance, and internal execution risks, which could put the timing of maximizing shareholder value at risk. The Board also discussed whether the recently acquired companies in the Company’s market might warrant a market test for the shareholder value that could be created through a potential sale of the Company. The Board determined that all members should independently inform themselves and consider the options of continuing to execute the Company’s strategic plan versus pursuing a potential sale and decided to revisit the topic following the Audit Committee meeting on August 28, 2024.

On August 21, 2024, the Company announced that the Board had declared a quarterly dividend of $0.11 per share, payable on or around November 29, 2024 to the common stock shareholders of record as of the close of business on November 15, 2024.

On August 22, 2024, the Company issued a press release announcing its preliminary financial results for the first quarter of fiscal year 2025, ended July 31, 2024.

On August 28, 2024, the Board met in executive session to continue consideration of potential strategic transactions. After discussion, the Board unanimously resolved to explore a potential sale of the Company. The Board discussed potential outside counsel and financial advisors who could support the Board and the Company during a potential sale process. The Board discussed Jones Day’s nationally recognized expertise in the sale of public companies and unanimously directed the Company’s chief executive officer, Allan Dow, to contact Jones Day regarding its potential representation of the Company and to proceed with entering into an engagement letter with Jones Day. Further, the Board directed Mr. Dow to seek financial advisor recommendations from Jones Day for consideration in addition to those financial advisors that the Board and Company management had met with in the past.

On August 30, 2024, the Company released its quarterly report for the first quarter of fiscal year 2025, ended July 31, 2024. Revenues for the quarter were $26.2 million, representing an increase of 1% as compared to the first quarter of fiscal year 2024.

On September 5, 2024, the Company executed an engagement letter with Jones Day.

On September 12, 2024, the Company entered into a non-disclosure agreement with Lazard.

On September 18, 2024 and September 19, 2024, each of Lazard and a third nationally recognized investment bank (“Bank B”) presented to the Board on the current market, potential interest in the Company by strategic and finance-focused buyers, and certain strategic alternatives available to the Company.

After having met and entered into non-disclosure agreements with Bank A, Bank B and Lazard, the Board met on September 19, 2024 to select a financial advisor. Company management was also present at the Board meeting. The Board unanimously agreed that Lazard was the strongest candidate due to their extensive experience in the field, their deep subject matter expertise and their understanding of the Company’s business. After fulsome discussion, the Board directed Company management to retain Lazard as a financial advisor to the Board. Upon review and advice provided by Jones Day, the Company executed an engagement letter with Lazard on September 26, 2024.

On September 23, 2024, the Board executed a unanimous written consent approving an amendment to the Company’s Second Amended and Restated Articles of Incorporation changing the Company’s name to “Logility Supply Chain Solutions, Inc.” and also approved a change in the Company’s trading symbol on Nasdaq from “AMSWA” to “LGTY,” effective as of October 1, 2024.

On September 25, 2024, the Board executed a unanimous written consent amending and restating its Amended and Restated Bylaws. The amendment, among other things, reflected the elimination of dual-class stock pursuant to the Reclassification, added an advance notice provision setting forth procedural and disclosure requirements for shareholders seeking to nominate directors or propose certain other business at shareholder meetings, clarified the voting standard for actions other than the election of directors, allowed for written consent of shareholders, updated the indemnification provisions to align with the GBCC, and included a provision designating the Georgia State-Wide Business Court as the exclusive forum for certain litigation.

On September 30, 2024, representatives of Jones Day and Company management held an update session with the Board to remind the Board of their fiduciary duties in connection with the potential sale process and to provide a progress update on the materials being prepared by Company management, with the assistance of Lazard, to share with potential bidders. The Board asked Company management to establish a series of communications from time to time between meetings for the Board to receive updates and ask questions. Such calls were generally held on a weekly basis.

Effective October 1, 2024, the Company, then named “American Software, Inc.,” amended its Second Amended and Restated Articles of Incorporation to change its name to “Logility Supply Chain Solutions, Inc.” and changed its trading symbol on Nasdaq from “AMSWA” to “LGTY.”

Throughout October 2024, the Company discussed outreach to various potential counterparties with Lazard and Jones Day. During such time, the Company also collected various due diligence materials for purposes of populating a more fulsome virtual data room in the event that potential bidders were invited by the Company to enter the second round of bidding.

On October 16, 2024, during a communication between scheduled Board meetings, Mr. Dow provided the Board with a list of potential acquirors that Lazard would contact on behalf of the Company to determine if they were interested in participating in the sale process. The list included a total of 29 potential acquirors, including both strategic and financial prospects. After reviewing the list and considering competitive sensitivities with certain acquirors on the list, the Board agreed upon a revised version of the list.

On October 21, 2024, at the Board’s direction, Lazard commenced outreach to the revised list of potential acquirors agreed upon by the Board and Company management, which included both financial sponsors and strategic parties and specifically included both TA and Party A due to their prior expressed interest in the Company.

On October 24, 2024, a representative of 2717 Partners emailed Mr. Klinges, sharing 2717 Partners’ perspectives on the Company’s financial initiatives and requesting a call with Mr. Klinges. Mr. Klinges had previously met with a representative of 2717 Partners on August 31, 2024, per the representative’s request for a meeting to discuss the Company’s strategy and prospects. Mr. Klinges reminded 2717 Partners that the Company was in its quiet period in connection with the close of its fiscal quarter and that they could connect afterwards.

On October 30, 2024, a private equity sponsor (“Party B”) contacted Mr. Dow to express its interest in a possible investment in the Company. The Company determined, on the advice of Lazard, to include Party B in

the potential sale process, given Party B’s fund size and investment thesis. At the Board’s direction, a representative of Lazard connected with Party B the same day. The parties signed a non-disclosure agreement on November 5, 2024, which contained customary “standstill” provisions and customary fall-away terms upon the Company’s entry into a definitive agreement with an unaffiliated third party.

Between October 21, 2024 and November 29, 2024, the Company executed non-disclosure agreements with 28 potential counterparties, including, on November 7, 2024, with TA, who was, at such time, exploring the potential strategic opportunity on behalf of both itself and Aptean. The non-disclosure agreement between the Company and TA was amended on November 20, 2024, to provide that Aptean shall be expressly deemed an affiliate of TA for purposes of the non-disclosure agreement and thus a permitted recipient of information shared thereunder. Each of these non-disclosure agreements contained customary “standstill” provisions and fall-away terms upon the Company’s entry into a definitive agreement with an unaffiliated third party. Each of these non-disclosure agreements also did not include any provisions prohibiting the bidders from making any request that the Company waive its standstill provision. After executing a non-disclosure agreement with the Company, each potential bidder was given access to the first round virtual data room, which contained a confidential information memorandum and certain limited data and information regarding the Company.

Between November 4, 2024 and November 29, 2024, representatives of Lazard and Company management held initial presentations with 27 potential counterparties, including with TA on November 8, 2024. During this time, Company management also addressed follow-up information requests from these potential counterparties, with the assistance of representatives of Lazard.

On November 7, 2024, Lazard received an unsolicited request to participate in the potential sales process from a supply chain information network (“Party C”). However, on November 8, 2024, the majority owner of Party C indicated to Lazard that Party C did not have the capability to make an acquisition of this size at that time.

On November 13, 2024, the Board held a special meeting. Present at the meeting were representatives of Lazard and Jones Day, in addition to Messrs. Grant and Klinges. At the meeting, representatives of Lazard discussed with the Board the status of outreach to potential bidders. Lazard and the Board discussed the 21 potential bidders who remained engaged in the process and Lazard shared feedback from parties who had declined to continue participating. A representative from Jones Day then reviewed the terms of an auction draft of a merger agreement and the implications of such terms. The Board then met in executive session.

On November 20, 2024, the Board held a regularly scheduled meeting. Members of Company management were present. Mr. Klinges updated the Board on the financial performance of the Company in the second quarter of the 2025 fiscal year, ended October 31, 2024. The Board discussed and declared a quarterly dividend of $0.11 per share to be paid at the close of business on February 21, 2025, to the common stock shareholders of record as of February 7, 2025. The Board also resolved to approve retention bonus agreements for four key employees, which, on January 17, 2025, the Board adjusted and reallocated among eight total employees after additional employees were included in the diligence process.

On November 21, 2024, the Company issued a press release announcing its preliminary financial results for the second quarter of fiscal year 2025.

An initial bid process letter was distributed to 18 counterparties on or around November 21, 2024, inviting initial indications of interest by December 5, 2024.

On November 22, 2024, a representative of 2717 Partners emailed Mr. Klinges to follow-up on an email sent in October 2024. Given the progress in the sale process, Mr. Klinges did not respond to this outreach.

On December 2, 2024, Messrs. Dow and Klinges met with representatives of Aptean and TA to provide an introduction to Company management and an overview of the Company’s business activities and financial performance.

On December 4, 2024, Lazard received an unsolicited request to participate in the sale process from a competitor of the Company (“Party D”).

On the initial bid deadline of December 5, 2024, the Company received six indications of interest. Bids ranged between $12.00 and $16.16 per share.

On December 5, 2024, the Company received an email from a representative of PlumTree Capital Limited (“PlumTree”), an investment broker, conveying an unnamed investor’s interest in making an investment of up to $73 million in the Company. At this time, given the progress made in the sale process, the Company decided not to engage in discussions regarding the potential investment. The Company had also received outreach from PlumTree in the past, including before it had retained Lazard and Jones Day to explore a sale process, regarding the Company’s interest in a potential strategic disposition of certain portions of the Company’s business and a proposed debt financing arrangement. The Company had decided not to engage in further discussions with PlumTree regarding such proposed transactions given the Company’s then current disposition strategy and financing needs.

On December 6, 2024, representatives of TA indicated to Lazard that Aptean was planning to submit a bid valuing the Company at an enterprise value of approximately $350 million. Based on the Company’s balance sheet and fully-diluted shares outstanding data that the Company had provided to bidders, such indication implied a price per share of approximately $12.77.

On December 6, 2024, the Board held a special meeting. Representatives of Lazard and Jones Day and members of Company management were present. Representatives of Lazard summarized the indications of interest submitted by seven interested parties, including the verbal offer from TA on behalf of Aptean, and relayed the feedback Lazard had received from those parties that had participated in the process but elected not to submit a bid. The Board asked various questions about such feedback, the bids, and Lazard’s perspective on the bids. The initial bids from parties, other than TA and Aptean, were as follows:

The Company received preliminary nonbinding indications of interest from two enterprise planning companies backed by the same financial sponsor (such party, “Party E”), both of which were subject to additional due diligence. Each of the bids proposed a price of $12.00 to $13.00 per share.

A private equity firm submitted a nonbinding proposal indicating a price of $12.00 to $13.00 per share, subject to additional due diligence. The proposal suggested that an entity would be formed to acquire the Company and the resulting entity would include a potential minority rollover position from the Company’s existing shareholders.

A private equity firm (“Party F”) submitted a nonbinding indication of interest proposing to acquire the Company for $16.16 per share, subject to additional due diligence.

Party B submitted a preliminary, nonbinding indication of interest with a per share price range of $14.50 to $15.25, subject to additional due diligence.

A private equity firm submitted a nonbinding offer to acquire the Company for $12.00 to $12.50 per share, subject to additional due diligence. The offer indicated that “a significant portion of the equity of the Company” would be allocated to a management incentive plan, in which Company management could continue to participate post-closing.

On December 7, 2024, the Company received an indication of interest from an investment firm (“Party G”), which indicated a potential purchase price of $12.25 to $12.75. The preliminary bid invited existing investors, management and employees to rollover a portion of their equity positions into the resulting entity.

On December 8, 2024, Aptean submitted a written indication of interest, which valued the Company at a stated enterprise value range of $350 million to $360 million. Based on the Company’s balance sheet and fully-diluted shares outstanding data that the Company had provided to bidders, such indication implied a price per share range of approximately $12.77 to $13.04.

On December 9, 2024, 2717 Partners sent a letter to the Company asserting that the Board should form a special committee and retain an investment bank to explore strategic alternatives for the Company (the “2717 Letter”). Specifically, the letter stated that the Company had underperformed compared to its proxy peers, comparable companies, the NASDAQ Computer Index, and the Russell 2000 Index, that the Company was not suited for the public markets and that value creation for shareholders was attainable through a go-private transaction. 2717 Partners publicly published the 2717 Letter on the same day.

Later on December 9, 2024, the Board held a special meeting. Representatives from Lazard and Jones Day, as well as Company management, were present. The Board discussed the 2717 Letter and potential alternative responses. Following that discussion, representatives of Lazard reviewed the bids received, including two

additional written offers, which arrived after the December 6, 2024 special Board meeting. Among the additional offers was a written offer from Aptean. During such discussion, Lazard also discussed with the Board certain preliminary valuation analyses of the Company, as well as other information relevant to the bids. Board members asked questions about the bids and the different valuation methodologies. Following that discussion, the Board met in executive session with its advisors.

On December 10, 2024, the Board reconvened. Representatives from Lazard and Jones Day, as well as Company management, were present. Among the topics discussed were the 2717 Letter and an anticipated news report by a Reuters journalist about the Company. The Board authorized the Company to issue external responses and internal communications to employees regarding both issues.

Next during the Board meeting, representatives of Lazard reviewed the status of the Company’s sale process and discussed the potential next phase thereof, if the Board determined to continue the sale process. Board members asked questions and discussed the ideal quantities and qualities of bidders to move forward in the sale process, any issues that had been revealed in gathering data for a virtual data room, and about the bids themselves. The Board then discussed potential execution risks if the Board did not continue the sale process and solicited feedback from the Company management team. The Board unanimously supported continuing the sale process.

The Board then sought guidance during the Board meeting from its advisors on how to narrow the pool of bidders advancing to the next round of bidding. In addition to the two highest bidders, Party B and Party F, who had proposed bids between $14.50 and $16.16 per share, the Board was presented with a six-bid cluster priced between $12.00 and approximately $13.00 per share. The Board ultimately decided, following consultation with its advisors, to invite four potential bidders, Party B, Party F, Party E and Aptean, to the next round in order to keep competitive pressure within the bidder pool and to mitigate the risk of bidder attrition while minimizing the burden of supplemental diligence requests and management meetings imposed on Company management, whose primary focus continued to be operating the Company in the ordinary course. After discussing how to solicit the highest possible bid prices, the Board directed Lazard to communicate to Aptean and Party E that they could only continue in the bid process if they raised their bids to at least $14.00 per share, and that their bids would not be winning bids, even at that price. The Board directed Lazard to communicate to the other bidders that they would not be invited to continue participation due to their low bid prices and to gauge how those bidders responded, which could potentially include raising their bids.

Later on December 10, 2024, the Company issued a press release in response to the 2717 Letter.

On December 11, 2024, Reuters published an article claiming that the Company was in a sale process. An updated publication of the Reuters article reported that the Company’s shares increased nearly 11% in price to touch a 52-week high after Reuters had reported on the sale process on December 11, 2024.

The same day, Lazard received an unsolicited request to participate in the sale process from an enterprise information management company (“Party H”), and the Board received a letter from Cove Street Capital, a minority investor in the Company. The letter, a follow-up to the 2717 Letter, asserted that the Board should form a special committee, retain an investment banker and explore strategic alternatives.

Also on December 11, 2024, Aptean submitted a revised offer of $14.00 to $14.20 in cash per share and was invited into second round diligence. On December 12, 2024, Party E verbally raised its bid to $14.00 in cash per share.

At the Board’s direction, Lazard subsequently invited Aptean, Party E, Party F, and Party B to access the second round virtual data room, containing customary due diligence materials, which access was provided to such parties between December 10, 2024 and December 12, 2024. The second round virtual data room also contained an auction draft of the merger agreement, which was made available to remaining bidders on December 19, 2024. Between December 10, 2024 and January 17, 2025, the Company actively responded to written due diligence requests from Aptean, Party B, Party E, and Party F.

On December 12, 2024, Party D sent a follow-up request to Lazard to participate in the process.

On December 13, 2024, Lazard received an unsolicited request to participate in the process from a portfolio company of a private equity firm, which operated in a similar space as the Company. The private equity sponsor and its portfolio company are collectively referred to as “Party I.”

On December 16, 2024, Gumshoe Capital Management LLC (“Gumshoe”) reached out to Messrs. Dow and Klinges to request a meeting that week. Gumshoe’s outreach indicated that it was not looking to discuss the potential rumors of a sale process but rather wished to ask certain questions regarding the business. Gumshoe indicated that it owned approximately 2% of the Company’s outstanding common stock.

Also on December 16, 2024, the Board met to discuss the three inbound requests to participate in the sale process from Party D, Party H, and Party I, as well as the additional outreach received from Cove Street Capital and Gumshoe. Representatives of Lazard summarized the new inbound requests, and the Board asked questions and discussed how to respond to each party. Following discussion of the inbound requests from Party D and Party H, the Board expressed skepticism as to whether such parties would ultimately be willing or able to pay a premium to acquire the Company, and, in light of such concerns and certain competitive sensitivities, the Board determined not to extend an offer to either Party D or Party H to join the process. Representatives of Lazard noted the high level of interest that Party I had expressed regarding the Company, and following discussion with the Board of Party I’s potential ability to pay a differentiated premium, the Board determined to allow Party I to participate in the process.

Then, a representative of Jones Day discussed the Cove Street Capital letter received by the Company on December 11, 2024. Given the progress in the sale process, both Jones Day and Lazard recommended not responding to Cove Street Capital beyond acknowledging receipt of the letter. Mr. Dow also discussed the email he had received from Gumshoe earlier that day. The Board discussed the communications with Jones Day and Lazard and directed Mr. Dow not to respond to either outreach and instead remain focused on the sale process and executing the Company’s strategic plan.

On December 17, 2024, Party G indicated that it would raise its bid to $14.00 in cash per share. On December 18, 2024, Company management instructed Lazard to provide Party G access to the second round virtual data room.

On December 18, 2024, the Company executed a non-disclosure agreement with Party I’s portfolio company, which was substantially similar to the non-disclosure agreements executed with the other bidders. Also on December 18, 2024, Lazard received an unsolicited request to participate in the sale process from a private equity firm; however, such private equity firm did not engage further after such initial request.

On December 19, 2024, Gumshoe sent a letter (the “Gumshoe Letter”) to a select group of the Company’s directors and officers and also noted that Gumshoe had acquired an additional 100,000 shares of the Company’s common stock. The letter expressed concerns that the Company was not maximizing the Company’s value in the public markets and encouraged the Company to pursue a sale.

Later on December 19, 2024, Mr. Klinges spoke with a representative of a private equity firm (“Party J”) by telephone, who requested that they be allowed to contact Lazard. On December 23, 2024, at the Board’s direction, a representative of Lazard spoke with the same Party J representative to assess whether Party J would be willing to participate in the sale process. However, Party J informed Lazard that Party J continued to be interested in only potential carve-out transactions, rather than a full acquisition of the Company, and that their maximum purchasable enterprise value was $250 million, which was well below the Company’s current enterprise value at such time.

On December 20, 2024 and January 21, 2025, a representative from a private equity firm (“Party K”) contacted Mr. Grant by email. The Party K representative noted that Party K was a $250 million fund interested in a potential carve-out transaction. Given the Company’s market capitalization and the Board’s belief that a carve-out transaction could not deliver greater value to the Company’s shareholders than a potential sale of the Company, Mr. Grant declined to respond to Party K.

On December 23, 2024, Company management sent the Gumshoe Letter to all members of the Board. Likewise, on December 23, 2024, Mr. Dow informed the Board about Party J’s interest. Following consultation with the Board’s advisors, the Board determined to offer Gumshoe a “listen-only” meeting with Mr. Dow.

On December 24, 2024, Party I submitted a preliminary indication of interest designating a price per share range of $13.00 and $15.00, with such purchase price to be funded through a combination of debt and cash on hand. In light of the low-end of such a price range, and at the Board’s direction, Lazard communicated to Party I

that, at such time, the Board would not consider bidders who were not willing to pay a per share price of at least $14.00. Party I ultimately did not submit another bid and, on January 14, 2025, Party I formally informed representatives of Lazard that Party I was no longer interested in potentially acquiring the Company.

On December 26, 2024, a bid process letter was distributed to all active bidders inviting final offers by January 16, 2025.

On December 27, 2024, representatives of Party F and its counsel met with Jones Day and Mr. Grant to discuss legal due diligence matters.

On January 3, 2025, Mr. Dow emailed representatives of Gumshoe to remind them that the Company’s third fiscal quarter ends on January 31, 2025 and to offer a call. Gumshoe wrote Mr. Dow back on January 6, acknowledging receipt, and then again on January 8, 2025, requesting a meeting with the independent Board members. On January 10, 2025, a representative of Gumshoe left voicemails for Messrs. Dow and Klinges requesting a reply. The representative also emailed Messrs. Dow and Klinges on January 10, 2025, requesting a call and requesting permission to reach out to the Board’s Compensation Committee chair.

On January 8, 2025, representatives of Party E met telephonically with representatives of Jones Day and Mr. Grant to discuss legal due diligence matters. Later the same day, calls between representatives of Aptean and Aptean’s legal and tax advisors and representatives of the Company, Jones Day, Lazard and Forvis Mazars, as applicable, were held via video conference to discuss legal due diligence matters and tax due diligence matters.

On January 9, 2025, representatives of Aptean and Aptean’s financial due diligence advisor met via video conference with representatives of the Company and Lazard to discuss financial due diligence matters.

On January 12, 2025, an auction draft of the Company disclosure letter was provided to active bidders in the virtual data room.

On January 14, 2025, a director of M&A at a strategic acquirer of vertical software companies (“Party L”) emailed Mr. Klinges, inquiring about the possibility of acquiring the Company. Company management sought advice from Lazard and Jones Day regarding its response. After considering the advice of Lazard and Jones Day, Company management determined that Party L was likely to be too small to be considered a viable acquiror of the Company. As such, Mr. Klinges did not respond to Party L. Party L followed up by email on January 16, 2025 and January 21, 2025. On January 17, 2025, during the scheduled Board meeting, Mr. Grant informed the Board of Party L’s interest.

On January 15, 2025, Mr. Klinges met via video conference with representatives of Aptean and Aptean’s tax advisors to discuss international tax due diligence matters, and, later on the same day, Company management, including Messrs. Dow and Klinges, met with representatives of Aptean in person to provide an overview of the Company’s business, including sales and marketing strategy, research and development, general financial results and strategic priorities.

Additionally, on January 15, 2025, Kevin Liu, the Company’s external Investor Relations representative, received a call from Cannell Capital, requesting a call with Mr. Dow or Mr. Klinges on January 16, 2025. The Company informed Cannell Capital that the team would not be available to talk until February 2025, after the end of the Company’s current fiscal quarter.

On January 16, 2025, trading of the Company’s stock closed at a per share price of $11.05.

On January 17, 2025, the Company received nonbinding letters of intent from two bidders: (1) Aptean and (2) Party F. Party E had informed Lazard that, if it were to submit a final bid, it would only be willing to do so at a price lower than $12.00 per share, but did not formally submit any such offer at such time. The mark-ups of the auction draft of the merger agreement submitted by both Aptean’s and Party F’s with their respective bids, among other things, retained a termination fee of 5% of equity value, did not include a reverse termination fee and limited the efforts required to obtain regulatory approval. Party F’s offer indicated a per share purchase price of $12.00, to be financed through a combination of equity and debt sources, but with no financing contingency. The offer reflected an approximately 9% premium to the Company’s closing share price on January 16, 2025. The offer cited remaining due diligence items and sought a two-week exclusivity period during which to finalize diligence and enter a binding agreement, which would extend automatically on a weekly basis if discussions were ongoing in good faith. Aptean’s offer included a per share price of $14.30, an approximately 29% premium to the Company’s closing share price on

January 16, 2025 and an increase from their preliminary bid range of $14.00 to 14.20. The Aptean proposal also contained a draft debt commitment letter, but with no financing contingency, and contemplated a seven-day exclusivity period to complete remaining due diligence and enter into a definitive agreement, with an automatic extension of up to seven days if negotiations were continuing in good faith.

Later on January 17, 2025, the Board convened a meeting. Members of Company management, as well as representatives of Lazard and Jones Day, were in attendance. The meeting began with a presentation from management on the Company’s business activity in the third quarter of the 2025 fiscal year. Next, representatives of Lazard reviewed the bids received to date and responded to questions from the Board, including with respect to Aptean’s proposed financing of the transaction.

After reminding the Board of its fiduciary duties, representatives of Jones Day presented on the material terms of Aptean’s and Party F’s respective offers, which had both been accompanied by a mark-up of the auction draft of the merger agreement. The Board discussed the potential execution risk associated with proceeding down the path of a sale, including specifically as to each of the Aptean and Party F offers. The Board asked Company management questions regarding the stand-alone value of the Company, including its likelihood of achieving forecasted results. Company management expressed potential doubt about the Company’s ability to achieve its stated goals. Further, Company management indicated that, in their view, the Company was unlikely to achieve a stand-alone valuation equivalent to Aptean’s enterprise valuation within the upcoming four to five years.

Following a robust discussion with its financial and legal advisors, the Board entered an executive session with all Board members, except for Mr. Dow. Representatives of Jones Day and Lazard were also present. Among other topics, the Board discussed the value to shareholders of the present bids, the risks inherent to shareholders with an independent pursuit of its financial targets, execution risks associated with a proposed transaction, and whether there was a potential to receive further increased offers if the sale process was extended. Representatives of Jones Day reminded the Board that the Aptean mark-up of the auction draft of the merger agreement contained a provision permitting the Board to entertain an unsolicited superior proposal in accordance with the terms set forth therein as required by the Board’s fiduciary duties. A consensus emerged among the Board that the Aptean proposal was preferable to that of Party F’s offer given the substantial premium to current and expected future share price and the Board’s view that such proposal from Aptean would offer substantial value to shareholders above that of continuation as a stand-alone public company.

The Board then entered a second executive session, without representatives of Jones Day or Lazard present and once again without Mr. Dow given his position as a member of Company management. After discussion, the Board unanimously voted to proceed with Aptean’s offer and authorized its advisors to negotiate an exclusivity arrangement with Aptean which provided for a five-day exclusivity period. The Board also discussed and approved adjustments to previously approved retention bonuses to employees, with one-half of each retention bonus to be paid upon the closing of a sale transaction and one-half to be paid six months after such closing or, if earlier, immediately upon involuntary termination of the employee’s employment with the Company if without cause. The Board approved retention bonuses to the following individuals in the amounts indicated parenthetically: Tricia Brenn ($50,000), Jordan Brough ($75,000), Mark Grant ($200,000), Nancy Haines ($75,000), Kevin McInturff ($100,000), Ray Redden ($75,000), Bryan Sell ($100,000), and Sumayyah Muhammad ($50,000).

The full Board including Mr. Dow, rejoined by Company management and representatives from Lazard and Jones Day, reconvened to convey its instruction to its financial and legal advisors to pursue an acquisition of the Company by Aptean, subject to final Board approval. However, prior to entering into exclusivity with Aptean, the Board also instructed Lazard to reach out to Party F to convey its disappointment at its low offer and to request that Party F submit a higher bid.

Mr. Grant further noted that Mr. Klinges had previously received outreach from Party L regarding a possible transaction. Following discussion, including doubts regarding Party L’s ability to pay for and consummate a transaction with the Company in light of its size and ability to pay, and considering the views of Lazard regarding the same, the Board determined that Party L would likely not be able to provide adequate value to the Company’s shareholders and therefore did not represent a viable transaction counterparty. Following a recitation of its determinations on retention bonuses, the meeting was adjourned.

On January 18, 2025, at the direction of the Board, a representative of Lazard contacted Party F to convey the Board’s message, including to request that Party F submit a higher offer from a financial perspective.

Party F responded that it could only increase its offer incrementally. In accordance with the Board’s directives, a representative of Lazard then contacted Aptean to communicate the Board’s intent to pursue Aptean’s offer and to offer an exclusivity period of five days. After negotiation facilitated by the parties’ respective legal advisors, Aptean and the Company entered into an exclusivity agreement with a five-day exclusivity period.

Between January 16, 2025 and January 24, 2025, Lazard received three additional unsolicited requests to participate in the process, from a private equity fund, a private equity-backed enterprise resource planning company and an investment bank purporting to represent a European strategic acquiror. In light of the timing of the inbound requests, the first of which was received the day before the Board determined to enter into exclusivity with Aptean and the latter two of which were received on the day the Company entered into the merger agreement with Aptean, the Company did not engage with such parties.

Between January 18, 2025 and January 24, 2025, the Company, Aptean, and their respective advisors finalized negotiation of the merger agreement, substantially consistent with the agreement as to material terms that was reached on January 22, 2025 and subject to the final approval of each party’s board of directors. During the same period of time, the parties and their respective advisors finalized negotiation of related materials in connection with the announcement of the transaction.

On January 20, 2025, Mr. Dow and representatives of Aptean met via videoconference to discuss customer and product strategy.

On January 21, 2025, Messrs. Dow and McInturff and Ms. Brenn and representatives of Aptean met via videoconference to discuss the Company’s human resources policies and personnel and the Company’s technology and product architecture.

Also on January 21, 2025, Lazard provided the Board with certain information regarding their material investment banking relationships with Aptean and its known affiliates during the prior approximately two-year period.

On the evening of January 22, 2025, the Board convened a special meeting to discuss the material terms of the merger agreement. Representatives of Lazard reviewed with the Board financial analyses of the $14.30 per share bid price. Following such discussion, Lazard orally rendered its opinion, confirmed by delivery of a written opinion dated January 22, 2025, to the Board, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Lazard in connection with its opinion, as set forth therein, the $14.30 per share in cash to be paid to the holders of shares of Company common stock (other than shares of Company common stock (i) held by the Company as a treasury share or by a subsidiary of the Company immediately prior to the effective time, (ii) held by Aptean or Merger Sub or any of their wholly owned subsidiaries immediately prior to the effective time or (iii) held by holders who are entitled to exercise, and properly exercise, dissenters’ rights with respect to their shares of Company common stock) pursuant to the merger agreement was fair, from a financial point of view, to such holders. A representative of Jones Day then discussed the Board’s fiduciary duties, including its lack of obligation to enter into any transaction and its option to instead continue the Company’s operations as a going concern. Jones Day’s representative then provided his opinion that the Board had run a robust sale process, which maximized the Company’s current value. Jones Day’s representative also noted the immateriality of certain open issues in the merger agreement and provided his assessment of the current merger agreement draft as substantially complete and informed the Board that he believed the current draft could be approved as-is. He then advised management of best practices for dealing with the “no-shop” provisions and interim operating covenants of the merger agreement. Following the presentation from Jones Day, the Board meeting was briefly adjourned to permit a meeting of the Compensation Committee to be convened.

The Board’s Compensation Committee then convened a meeting, at which all three committee members were present. The committee members considered the effects of the acceleration and early vesting of options to purchase Company common stock and restricted stock units which had been awarded to non-employee directors, executive officers, and certain other service providers of the Company under the American Software, Inc. 2011 Compensation Plan, American Software, Inc. 2020 Compensation Plan and American Software, Inc. 2024 Compensation Plan. The Compensation Committee passed resolutions approving such acceleration.

The Board then reconvened the Board meeting, joined by Company management and its advisors from Lazard and Jones Day. Following an extensive and thorough review of the factors discussed and considered by the Board, including those discussed below in “—Reasons for Recommending the Approval of the Merger Agreement,” the Board

unanimously determined that the merger agreement and transactions contemplated thereby were fair to and in the best interests of the Company and its shareholders, approved and declared advisable the execution, delivery and performance of the merger agreement and the consummation of the proposed transaction, and resolved to unanimously recommend approval of the transaction by the shareholders of the Company upon the terms and subject to the conditions set forth in the merger agreement. The Board authorized Mr. Dow to assent, on behalf of the Board and the Company, to the final resolution of any open terms of the merger agreement.

On January 24, 2025, Aptean’s chief executive officer spoke with Mr. Dow. During this conversation, Aptean’s chief executive officer expressed Aptean’s desire for Mr. Dow to remain with the Company following consummation of the merger and discussed Mr. Dow’s potential future with the Company. At no point during this conversation was a formal offer of employment made by Aptean to Mr. Dow.

On the afternoon of January 24, 2025, Aptean’s board of directors met and approved the merger agreement.

After the close of trading on January 24, 2025, the Company, Aptean, and Merger Sub entered into the merger agreement and the debt commitment letter and related fee letter were executed concurrently therewith by the parties thereto. The Company also concurrently entered into retention bonus agreements with the applicable employees and for the amounts authorized by the Board on January 17, 2025. Later on the same day, the proposed transaction was publicly announced via a joint press release.

At the special meeting of the Board on January 22, 2025, after careful consideration, including detailed discussions with Company management, Lazard and Jones Day, the Board unanimously:

The Board unanimously recommends a vote “FOR” the proposal to approve the merger agreement. The Board also unanimously recommends a vote “FOR” the nonbinding compensation proposal and “FOR” the adjournment proposal, if necessary or appropriate, described herein.

Prior to and in reaching its decision to unanimously adopt the merger agreement and declare advisable the merger and the other transactions contemplated by the merger agreement, the Board consulted with the Company’s financial advisor and legal counsel, discussed the proposed transaction with Company management and considered a variety of alternatives and factors, including the positive factors set forth below, which are not presented in any relative order of importance and each of which supported their determination:

The Board also considered a variety of risks and potentially negative factors concerning the merger and the merger agreement, including the following (which are not presented in any relative order of importance):

The factors listed above as supporting the Board’s decisions were determined by the Board to outweigh the countervailing considerations and risks. The foregoing discussion of the Board’s reasons for its recommendation is not meant to be exhaustive, but addresses the material factors considered by the Board in connection with its recommendation. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the Board made its determination and recommendation based on the totality of the information presented to it, and the judgments of individual members of the Board may have been influenced to a greater or lesser degree by different factors. The factors, potential risks and uncertainties contained in this section contain information that is forward-looking in nature and should be read in conjunction with the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements.”

Although the Company may periodically publish limited public guidance concerning its expected financial performance, the Company does not, as a matter of course, make public projections as to future performance due to the inherent unpredictability of the assumptions and estimates underlying such projections. However, in connection with the Board’s evaluation of strategic alternatives available to the Company, including the Company’s evaluation of the merger, Company management prepared and provided to the Board certain non-public, unaudited prospective financial information for the Company’s fiscal quarters ending January 31, 2025 and April 30, 2025 and fiscal years ending April 30, 2026, 2027, 2028 and 2029 (collectively, the “Projections”), as further described below. The Projections were also provided to Lazard, and Company management directed Lazard to use the Projections for purposes of its financial analyses and opinion, as more fully described below under the section entitled “—Opinion of Lazard.”

The Projections reflect numerous judgments, estimates and assumptions with respect to general business, economic, market and financial conditions and other future events, as well as matters specific to the Company’s

business, all of which are inherently uncertain, difficult to predict and many of which are beyond the Company’s control. These assumptions included assumptions regarding the Company’s service revenues; sales productivity rate and related software as a service (“SaaS”) and license fee bookings; converting on-premise clients to cloud SaaS subscriptions and overall churn; employee and contractor headcount staffing levels; operating expenditures related to hosting and marketing costs; and capital expenditures. Company management believes the Projections were prepared on a reasonable basis and reflected the best currently available estimates and judgments of Company management at the time that the Projections were prepared, subject to the assumptions applicable thereto. The Projections are subjective in many respects and are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, including the various risks set forth in the Company’s periodic reports filed with the SEC from time to time. For additional information regarding these risks, please see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” Accordingly, the projected results may not be realized or actual results may be significantly higher or lower than projected. The Projections should not be considered a reliable predictor of future results and should not be relied upon as such. The Projections cover multiple years and such information by its nature becomes less predictive with each successive year.

The Projections were based upon various assumptions which relate only to the periods presented and should not be referenced for any other purpose. The Projections were prepared on a stand-alone basis and do not take into account any circumstances or events occurring after the date each was prepared, including the announcement of the merger, any changes to the Company’s operations or strategy that may be implemented after the completion of the merger, as well as any potential synergies as a result of the merger or any costs that may arise in connection with the merger. The Projections do not take into account the effect of any failure to occur of the proposed merger and should not be viewed as accurate or continuing in that context.

The Projections were prepared by Company management for internal use. The Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. There are limitations inherent in financial measures not prepared in accordance with GAAP (“non-GAAP”), because they exclude charges and credits that are required to be included in a GAAP presentation. Non-GAAP financial measures should not be considered as superior to, in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies.

In addition, the prospective financial information comprising the Projections is unaudited and neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Projections. The report of KPMG LLP incorporated by reference in this proxy statement relates to the Company’s historical audited consolidated financial statements and does not extend to the unaudited prospective financial information and should not be read to do so. Accordingly, readers of this document are urged not to place undue reliance on the unaudited prospective financial information set forth below.

The inclusion of the Projections herein is not deemed an admission or representation by the Company or any other person that it considered, or now considers, the Projections as material information or necessarily predictive of actual future results or events, and the Projections should not be relied upon as such. The Projections are included in this proxy statement solely to give the Company’s ‎shareholders access to certain financial projections that were made available to the Board and Lazard. The Projections may not be appropriate for other purposes. The Projections are not included in this proxy statement in order to influence any Company shareholder with respect to the approval of the proposal to adopt the merger agreement, including whether or not to seek dissenters’ rights with respect to shares of Company common stock. THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE PROSPECTIVE FINANCIAL INFORMATION INCLUDED IN THIS PROXY STATEMENT TO REFLECT CIRCUMSTANCES COMING INTO EXISTENCE SINCE ITS PREPARATION OR TO REFLECT THE OCCURRENCE OF

UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE NO LONGER APPROPRIATE, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS, EXCEPT AS MAY BE REQUIRED BY LAW.

Subject to the foregoing qualifications, the following is a summary of the Projections.

The Company retained Lazard as its financial advisor in connection with the merger. In connection with Lazard’s engagement, the Company requested that Lazard evaluate the fairness, from a financial point of view, to holders of shares of Company common stock (other than shares of Company common stock (i) held by the Company as a treasury share or by a subsidiary of the Company immediately prior to the effective time, (ii) held by Aptean or Merger Sub or any of their wholly owned subsidiaries immediately prior to the effective time or (iii) held by holders who are entitled to exercise, and properly exercise, dissenters’ rights with respect to their shares of Company common stock (such holders, collectively, “excluded holders”)), of the merger consideration to be paid to such holders in the merger. On January 22, 2025, at a meeting of the Board, Lazard rendered to the Board its oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated January 22, 2025, that, as of such date, and based upon and subject to the various assumptions made, procedures

followed, matters considered and qualifications and limitations on the scope of review undertaken by Lazard in connection with its opinion, the merger consideration to be paid to the holders of Company common stock (other than the excluded holders) in the merger was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated January 22, 2025, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety. The summary of Lazard’s opinion is qualified in its entirety by reference to the full text of Lazard’s written opinion. You are encouraged to read Lazard’s opinion and the summary contained in this proxy statement carefully and in their entirety.

Lazard’s engagement and its opinion were for the benefit of the Board (in its capacity as such) and Lazard’s opinion was rendered to the Board in connection with its evaluation of the merger and addressed only the fairness, as of the date of the opinion, from a financial point of view, to the holders of shares of Company common stock (other than excluded holders) of the merger consideration to be paid to such holders in the merger. Lazard’s opinion was not intended to, and did not, constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the merger or any matter relating thereto.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value of the Company, and Lazard was not furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of the Company, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of the Company. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard noted that volatility in the credit, commodities and financial markets may have an effect on the Company or the merger and Lazard did not express an opinion as to the effects of such volatility on the Company or the merger. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard did not express any opinion as to the price at which shares of Company common stock may trade at any time subsequent to the announcement of the merger. In addition, Lazard’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which the Company might engage or the merits of the underlying decision by the Company to engage in the merger.

In rendering its opinion, Lazard assumed, with the consent of the Company, that the merger would be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Representatives of the Company advised Lazard, and Lazard assumed, that the merger agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of the Company, that obtaining the necessary governmental, regulatory or third-party approvals and consents for the merger would not have an adverse effect on the Company or the merger. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that the Company obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the merger consideration to the extent expressly specified in the opinion) of the merger, including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or contemplated by, the merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors, or employees of any parties to the merger, or class of such persons, relative to the merger consideration or otherwise.

The following is a brief summary of the material financial analyses and reviews that Lazard deemed appropriate in connection with rendering its opinion. The summary of Lazard’s financial analyses and reviews provided below is not a complete description of the financial analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description. Selecting portions of the financial analyses described below, without considering the financial analyses described below as a whole, could create an incomplete view of the financial analyses and reviews underlying Lazard’s opinion.

In arriving at its opinion, Lazard considered the results of its financial analyses and did not attribute any particular weight to any factor or financial analysis considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its financial analyses. For purposes of its financial analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company, business or transaction used in Lazard’s financial analyses and reviewed as a comparison is identical to the Company or the merger, and an evaluation of the results of those financial analyses and reviews is not entirely mathematical. Rather, the financial analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s financial analyses and reviews. The estimates contained in Lazard’s financial analyses and reviews and the ranges of values resulting from any particular financial analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s financial analyses and reviews. In addition, financial analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s financial analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s financial analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s financial analyses and reviews. Considering the data in the tables below without considering the full narrative description of the financial analyses and reviews, including the methodologies and assumptions underlying the financial analyses and reviews, could create a misleading or incomplete view of Lazard’s financial analyses and reviews.

For purposes of the analyses and reviews described below, as applicable, unless otherwise noted, (i) quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 17, 2025, and is not necessarily indicative of current market conditions and (ii) the term “Adjusted EBITDA” means, when referring to the Company, Adjusted EBITDA as defined in the section entitled “—Unaudited Prospective Financial Information”.

Using the Projections, Lazard performed a discounted cash flow analysis of the Company.

A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors.

For purposes of this analysis, Lazard calculated a range of enterprise values for the Company by discounting to present value, utilizing discount rates ranging from 11.00% to 14.00%, chosen by Lazard based upon its analysis of the weighted average cost of capital of the Company (determined using the capital asset pricing model and based on considerations that Lazard deemed relevant in its professional judgment and experience, taking into account certain financial metrics, including capital structure, betas for a comparable group of companies and market risk) and using the mid-year convention, (i) the estimated after-tax unlevered free cash flows to be generated by the Company from November 1, 2024 through the end of fiscal year 2029; and (ii) a range of terminal values for the Company.

The terminal values were derived by applying terminal year exit multiples ranging from 13.0x to 18.0x to the last-twelve-month Adjusted EBITDA estimated to be generated by the Company in fiscal year 2029, per the Projections. The terminal year exit multiples were estimated by Lazard based on its professional judgment and experience, taking into account the Projections.

In order to derive a range of total equity values for the Company, Lazard then added to the range of enterprise values (i) the net cash of the Company as of October 31, 2024, as provided by Company management, (ii) the net present value of the Company’s projected after-tax income estimated to be generated from tenants currently leasing property from the Company on a defined-term basis during the period from November 1, 2024 through the end of each such lease’s term and (iii) the net present value of (a) the Company’s projected after-tax income estimated to be generated from tenants currently leasing property from the Company on a month-to-month basis during the period from November 1, 2024 through April 30, 2025 and (b) the estimated terminal value of the Company’s projected after-tax income estimated to be generated from tenants currently leasing property from the Company on a month-to-month basis for an indefinite period beginning May 1, 2025, in each case of clauses (ii) and (iii), as provided by Company management and utilizing discount rates ranging from 11.00% to 14.00%, which discount rates were selected in the same manner as described above. Lazard then calculated a range of implied equity values per share of Company common stock by dividing such total equity values of the Company by the number of fully diluted shares of Company common stock (determined using the treasury stock method), as calculated based on information provided by the Company with respect to dilutive securities outstanding as of November 26, 2024. The results of this analysis implied an equity value range of $12.75 to $17.28 per share of Company common stock.

Using public filings and data sources, Lazard reviewed and analyzed certain financial information, valuation multiple and market trading data related to selected public application software companies with comparable financial profile and scale to the Company (referred to in this section as the “selected companies”), the operations of which Lazard believed, based on its experience with companies in the application software industry and its professional judgment, to be generally relevant for purposes of this analysis. Lazard compared such information for the selected companies to the corresponding information for the Company.

The selected companies for this analysis were as follows:

Lazard selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of the Company. However, none of the selected companies is directly comparable to the Company and certain of these companies may have characteristics that are materially different from those of the Company. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect the public trading values of each company are also relevant.

For each of the selected companies, Lazard reviewed and compared, among other things, the enterprise value of the selected company (calculated as equity market capitalization on a fully-diluted basis plus total debt, plus preferred equity and noncontrolling interest, less cash and cash equivalents) as of January 17, 2025 (with the exception of Paycor, Inc., for which market data is based on January 3, 2025, the last unaffected share price prior to the announcement by Paycor, Inc. of its entry into an agreement to be acquired by Paychex, Inc. in an all-cash transaction), as a multiple of such selected company’s (i) estimated fiscal year 2025 revenue (referred to in this section as “EV / 2025E Revenue”) and (ii) estimated fiscal year 2025 adjusted EBITDA (calculated consistent with the Company’s calculation of Adjusted EBITDA to the extent possible, excluding stock-based compensation expense) (referred to in this section as “EV / 2025E Adjusted EBITDA”). Financial data for the selected companies were (a) based on FactSet Research Systems and the companies’ public filings and (b) calculated assuming an April 30 fiscal year-end, consistent with the Company’s fiscal year-end for such period. The results of this analysis are summarized in the following table:

Based on its experience and professional judgment, after taking into account, among other things, such observed multiples, Lazard selected and applied a range of multiples of (i) EV / 2025E Revenue of 2.5x – 4.0x (the “2025 Revenue Multiples Range”) to the Company’s estimated revenue for fiscal year 2025, based on the Projections and (ii) EV / 2025E Adjusted EBITDA of 12.0x – 17.0x (the “2025 Adjusted EBITDA Multiples Range”) to the Company’s estimated Adjusted EBITDA for fiscal year 2025, based on the Projections. The analysis resulted in a range of implied values per share of Company common stock of (1) $10.00 to $14.35, when applying the 2025 Revenue Multiples Range, and (2) $7.57 to $9.73, when applying the 2025 Adjusted EBITDA Multiples Range.

Using public filings and other publicly available information, Lazard reviewed and analyzed selected precedent transactions involving certain U.S.-based application software companies with comparable financial profile and scale that Lazard viewed as generally relevant in evaluating the merger. In performing these analyses, Lazard analyzed certain financial information and transaction multiples relating to companies in the selected transactions and compared such information to the corresponding information for the merger.

Specifically, Lazard reviewed eleven merger and acquisition transactions in the application software industry announced since January 2019, that Lazard believed, based on its experience and its professional judgment, to be generally relevant for the purpose of this analysis. These transactions are listed below.

None of the target companies in the selected transactions is directly comparable to the Company and none of the selected transactions is directly comparable to the merger, and certain of these selected transactions and target companies may have characteristics that are materially different from those of the merger and the Company. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the transaction and that qualitative judgments concerning differences between the terms of the merger and the business, financial and operating characteristics and prospects of the Company and the selected transactions and target companies that could affect the transaction multiples and transaction values of each selected transaction and target company are also relevant.

For each of the selected transactions, Lazard calculated the enterprise value (defined as the target company’s implied enterprise value on a fully-diluted basis based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and noncontrolling interest) as a multiple of (i) the last twelve-month revenues for the target company at the time of the announcement of the applicable transaction (referred to in this section as “EV / LTM Revenue”) and (ii) the last twelve-month Adjusted EBITDA (calculated consistent with the Company’s calculation of Adjusted EBITDA to the extent possible, excluding stock-based compensation expense) for the target company at the time of the announcement of the applicable transaction (referred to in this section as “EV / LTM Adjusted EBITDA”). Financial data for the selected companies were based on FactSet Research Systems and the companies’ public filings. The results of this analysis are summarized in the following table:

Based on its experience and professional judgment, after taking into account, among other things, such observed multiples for each of the selected transactions, Lazard selected and applied a range of multiples of (i) EV / LTM Revenue of 3.5x – 5.0x (the “LTM Revenue Multiples Range”) to the Company’s last-twelve-months revenue as of October 31, 2024 and (ii) EV / LTM Adjusted EBITDA of 16.0x – 22.0x (the “LTM Adjusted EBITDA Multiples Range”) to the Company’s last-twelve-months Adjusted EBITDA as of October 31, 2024. The analysis resulted in a range of implied values per share of Company common stock of (1) $12.89 to $16.98, when applying the LTM Revenue Multiples Range, and (2) $9.74 to $12.43, when applying the LTM Adjusted EBITDA Multiples Range.

The analyses and data described below were presented to the Board for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Using information from public filings and other publicly available information, Lazard analyzed the premia paid all-cash selected acquisitions of publicly-traded companies in the technology industry announced since January 1, 2019 with a total enterprise value of $200 million to $700 million involving a U.S. target. For each of the precedent transactions, Lazard calculated the implied premium as a percentage based on the amount by which the per share consideration in each transaction exceeded the target company’s closing share price on the last trading day upon which shares of the target company traded on an unaffected basis.

Lazard observed that the median per share price premium of each of the precedent transactions equated to a closing premium of approximately 26%, and applied such premium to the closing price per share of Company common stock on January 17, 2025 of $11.02 to calculate an implied equity value per share of Company common stock equal to approximately $13.89.

Lazard reviewed selected equity research analyst price targets based on published, publicly available Wall Street equity research reports. Lazard observed that such price targets ranged from $12.90 per share to $17.00 per share.

Lazard reviewed the range of trading prices of Company common stock for the 52 weeks ended on January 17, 2025. Lazard observed that, during such period, the closing prices per share of Company common stock ranged from $8.52 per share to $12.06 per share.

The Company has agreed to pay Lazard an aggregate estimated transaction fee of approximately $9.8 million based on information available on January 24, 2025, the date of announcement of the merger, $2.0 million of which became payable upon delivery of the fairness opinion and approximately $7.8 million of which is payable contingent upon consummation of the merger.

In addition, the Company has agreed to reimburse Lazard for reasonable out-of-pocket expenses incurred in connection with Lazard’s engagement, including reasonable fees of counsel, and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under U.S. federal securities laws.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for corporate and other purposes. In the two-year period prior to the date of Lazard's opinion, Lazard has not been engaged to provide financial advisory services to the Company or its known affiliates and Lazard has not received any compensation for financial advisory services from the Company or its known affiliates during this period. Lazard has in the past provided, currently is providing and/or in the future may provide certain investment banking services to Aptean and certain of its affiliates, for which Lazard has received and may receive compensation, including during the past two years (i) having advised Aptean with respect to an investment into Aptean by TA Associates Management, L.P. and Insight Partners or affiliates thereof in 2023; (ii) having advised Technosylva Group, a portfolio company of TA Associates Management, L.P., in connection with its 2024 announced minority investment; AffiniPay, a portfolio company of TA Associates Management, L.P., in connection with its 2024 sale; a portfolio company of TA Associates Management, L.P. in connection with a 2024 acquisition; and TA Associates Management, L.P. in connection with a 2023 transaction involving a portfolio company; and currently advising certain portfolio companies of TA Associates Management, L.P. with respect to possible transactions; (iii) having advised Insight Partners in connection with a 2023 continuation fund; having advised Insight Partners with respect to certain potential transactions that were not consummated; advising Zest AI in connection its 2024 announced investment from Insight Partners; and currently advising Insight Partners with respect to a potential transaction; (iv) currently advising Clearlake Capital Group, L.P. in connection with a potential transaction related to a portfolio company; and (v) having advised a portfolio company of Charlesbank International Partners in connection with a 2024 transaction and currently advising that portfolio company with respect to a potential

transaction. The aggregate amount of fees paid to Lazard for financial advisory services to Aptean and such of its known affiliates in the two-year period prior to the date of Lazard's opinion was approximately $49.5 million. In addition, in the ordinary course, certain of Lazard and its affiliates and its and their employees trade securities for their own accounts and for the accounts of their customers, and, accordingly, hold and/or may at any time hold a long or short position in securities of the Company, and certain of Lazard’s affiliates also trade and hold securities on behalf of clients, which include and/or may at any time include the Company, Aptean and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as financial advisor to the Company after considering Lazard’s qualifications, independence, expertise, international reputation, knowledge of the application software industry and experience acting as financial advisor in connection with similar partnership and strategic transactions.

Lazard prepared these analyses solely for purposes of, and the analyses were delivered to the Board in connection with, the provision of its opinion to the Board as to the fairness, from a financial point of view, to the holders of shares of Company common stock (other than excluded holders). Lazard did not recommend any specific consideration to the Board or that any given consideration constituted the only appropriate consideration for the merger.

Lazard’s opinion was one of many factors considered by the Board, as discussed further in “—Reasons for Recommending the Approval of the Merger Agreement.”

If the proposal to approve the merger agreement receives the affirmative vote of a majority of the outstanding shares of Company common stock as of the record date, and the other conditions to the closing of the merger are either satisfied or (if permissible under applicable law) waived, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving corporation in the merger, the Company will survive the merger as a wholly owned subsidiary of Aptean.

Following the merger, all of the Company’s equity interests will be beneficially owned by Aptean and none of the Company’s current shareholders will, by virtue of the merger, have any ownership interest in, or be a shareholder of, the Company or the surviving corporation after the consummation of the merger. As a result, the Company’s current shareholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Company common stock. Following the merger, Aptean will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Upon the consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by the Company as treasury stock, shares owned by any subsidiary of the Company, shares held by Aptean or Merger Sub or any of their wholly owned subsidiaries and shares owned by shareholders who are entitled to exercise, and have properly exercised dissenters’ rights under the GBCC), will be converted into the right to receive the merger consideration, and all shares of Company common stock so converted will, at the effective time, be canceled. Please see the section of this proxy statement entitled “The Merger Agreement—Merger Consideration and Conversion of Company Common Stock” beginning on page 55.

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” beginning on page 46 and the section of this proxy statement entitled “—Treatment of Equity Awards” beginning on page 47.

Shares of the Company common stock is currently registered under the Exchange Act and trades on Nasdaq under the symbol “LGTY.”

Following the consummation of the merger, shares of Company common stock will no longer be listed on Nasdaq or any other public market. In addition, the registration of shares of Company common stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to Company common stock. Termination of registration of Company common stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s shareholders and the SEC, and would make provisions of the Exchange Act, such as the requirement to file

annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with shareholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

In the event that the proposal to approve the merger agreement does not receive the required approval from the Company’s shareholders, or if the merger is not completed for any other reason, the Company’s shareholders 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 on Nasdaq, the Company common stock will continue to be registered under the Exchange Act and the Company’s shareholders 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 Company common stock.

If the merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company common stock, including the risk that the market price of Company common stock may decline if the current market price of the Company’s stock reflects a market assumption that the merger will be completed. If the merger is not completed, 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” beginning on page 69.

Upon termination of the merger agreement under certain specified circumstances, the Company will be required to pay Aptean a termination fee. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fee” beginning on page 70.

In connection with the execution of the merger agreement, Aptean has obtained the A&R Commitment Letter to finance the merger and the other transactions and to pay related fees and expenses, which we refer to as the “Financing,” subject to certain terms and conditions set forth in the A&R Commitment Letter. The Financing will consist of a senior secured specified delayed draw term loan facility under its existing credit facility in an aggregate principal amount of $450,000,000, which is only available to be used for financing of the merger and related fees and expenses and for up to $50,000,000 of working capital and general corporate purposes. However, neither the Financing nor the availability of any funds or other financing to Aptean or any of its affiliates is a condition to the merger or the other transactions.

In considering the proposals to be voted on at the special meeting, you should be aware that certain of the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a shareholder. The members of the Board were aware of and considered these interests, among other matters, in evaluating and reaching its decision to adopt the merger agreement and determining that the merger and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of the Company’s shareholders, and in resolving to recommend that the Company’s shareholders vote to approve the merger agreement. These interests are described in more detail below, and, with respect to the NEOs of the Company, are quantified in the tables below. These interests include that the Company’s directors or executive officers who continue their service or employment relationship following the merger may receive compensation following the closing of the merger. As of the date of this proxy statement, there has been no agreement between Aptean and any such individuals regarding any such compensation or other terms of any such service or employment.

The Company’s executive officers currently hold stock options. The Company’s non-employee directors currently hold restricted stock unit awards.

For an estimate of the amounts that would be payable to each of the Company’s NEOs in respect of their unvested Company equity awards upon the closing of the merger or a subsequent qualifying termination of employment, see the section entitled “—Quantification of Payments and Benefits to the Company’s NEOs” below.

In accordance with the terms of the merger agreement, each executive officer’s annual incentive award for the year in which the effective time occurs will be paid out (or caused to be paid out) by Aptean in the ordinary course at the end of the applicable performance period based on actual performance during such performance period. In addition, to the extent any bonus amounts under any cash bonus, sales or other incentive plans of the Company and its subsidiaries with respect to a performance period completed on or prior to the effective time remain unpaid as of the effective time, Aptean shall (or shall cause) any such bonus amounts to be calculated and paid in the ordinary course of business.

Of our executive officers, each of H. Allan Dow, Bill Harrison, and Vincent C. Klinges is a party to a Retention Agreement with the Company (each, a “Retention Agreement”). James C. Edenfield was previously a party to a similar agreement with the Company, but it terminated upon his voluntary retirement from the Company on February 21, 2024.

In the event any of Messrs. Dow, Harrison, or Klinges experiences a qualifying termination (as described below) within the three-year period following the effective time, such executive officer will generally be entitled to the following payments and benefits, as applicable, under their respective Retention Agreement:

For purposes of the Retention Agreements:

The Retention Agreements restrict the executive officers from soliciting personnel and other parties and, for two years following a termination of employment in the case of Messrs. Dow and Harrison, and for one and one-half years following a termination of employment in the case of Mr. Klinges, from competing with or soliciting customers from the Company.

For estimates of the amounts that would be payable to the Company’s NEOs pursuant to their Retention Agreements upon a qualifying termination of employment that occurs in connection with the merger, see the section entitled “—Quantification of Payments and Benefits to the Company’s NEOs” below.

Certain of our non-NEO executive officers (namely, Mark Grant and Kevin McInturff) entered into retention bonus agreements with the Company in January 2025 (each, a “Retention Bonus Agreement”). Contingent on the consummation of the merger and the execution of a general release of claims, and subject to applicable tax withholding, these Retention Bonus Agreements generally provide for cash bonus payments as follows:

The Retention Bonus Agreements provide for earlier payment upon the executive’s death, disability, termination without “cause” by the Company, or termination with “good reason” by the executive. For purposes of the Retention Bonus Agreements (and if not otherwise defined in the executive’s employment or similar agreement, if applicable):

Certain of our executive officers (namely, Messrs. Grant and McInturff) are also parties to agreements with the Company that provide for severance compensation (each, a “Severance Agreement”). The Severance Agreements are not specific to a change in control, and severance payments would only be triggered in the event such officer experiences a termination of employment by the Company without cause.

Mr. Grant’s Severance Agreement provides for cash severance equal to 12 months’ base salary in the event he is terminated without cause within the first five years of his employment with the Company. Mr. McInturff’s Severance Agreement provides for cash severance equal to six months’ base salary, and COBRA premiums for the period commencing on the date of his termination through the earlier of (a) six months or (b) the date he commences coverage with a different employer, in the event he experiences a termination by the Company without cause.

Any executive officer who is not a party to a Retention Agreement or a Severance Agreement would only receive severance payments in accordance with the Company’s severance guidelines applicable to other employees in the context of a termination without cause or a reduction in force.

Pursuant to the terms of the merger agreement, the directors and officers of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies for a period of six years following the effective time of the merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Director and Officer Indemnification and Insurance” beginning on page 66.

The table below entitled “Golden Parachute Compensation,” along with its footnotes, shows the compensation that may be paid or may become payable in connection with, or following, the consummation of the merger to the Company’s NEOs identified in the Company’s most recent proxy statement, filed in connection with the Company’s 2024 annual meeting of Company shareholders (i.e., the Company’s current principal executive officer and principal financial officer, and the Company’s former principal executive officer), as required by Item 402(t) of Regulation S-K, which compensation is subject to an advisory vote of the Company’s shareholders, as described below.

Please note that the amounts indicated 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 below, and do not reflect certain compensation actions that may occur before the completion of the merger and, as a result, the actual amounts, if any, to be received by a NEO may differ in material respects from the amounts set forth below.

In addition, the table below does not include amounts that the Company’s NEOs were already entitled to receive or vested in as of the date hereof.

For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see the sections entitled “—Treatment of Equity Awards” and “—Retention Agreements for Certain Executive Officers” above.

The Board unanimously recommends a vote “FOR” the approval of the nonbinding compensation proposal.

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide shareholders with the opportunity to vote, on a nonbinding, advisory basis, on the compensation that will or may become payable by the Company to our NEOs in connection with the merger, as disclosed above in the table above captioned “Golden Parachute Compensation.”

The vote on the nonbinding compensation proposal is a vote separate and apart from the proposal to approve the merger agreement. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the nonbinding compensation proposal and vice versa. This nonbinding compensation proposal relates only to already existing contractual obligations of the Company that may result in a payment to the Company’s NEOs in connection with, or following, the consummation of the merger and does not relate to any new compensation or other arrangements between the Company’s NEOs and Aptean or, following the merger, the surviving corporation and its subsidiaries. Because the vote is advisory in nature only, it will not be binding on the Company or the Board. Accordingly, because the Company is contractually obligated to pay the 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 approval of the nonbinding compensation proposal requires that the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Assuming a quorum is present at the special meeting, abstentions, failures to vote and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal. This is an advisory vote only and will not be binding on the Company or the Board.

The following discussion summarizes the material U.S. federal income tax consequences of the merger to holders of Company common stock. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the U.S. Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

This discussion assumes that holders of Company common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company common stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Company common stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their Company common stock through the exercise of options or otherwise as compensation, holders who hold their Company common stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, holders who exercise appraisal rights, and holders who own or have owned (directly, indirectly or constructively) five percent or more of the Company’s stock (by vote or value). This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any consequences or requirements of or relating to the Foreign Account Tax Compliance Act, or any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the merger to holders of Company common stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger. The U.S. federal income tax laws are complex and subject to varying interpretation. Accordingly, the Internal Revenue Service, which we refer to as the “IRS,” may not agree with the tax consequences described in this proxy statement.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding Company common stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws and the application of any U.S. federal tax rules not addressed in this discussion) of the receipt of cash in exchange for shares of Company common stock pursuant to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company common stock that is, for U.S. federal income tax purposes:

A “non-U.S. holder” is a beneficial owner (other than a partnership) of Company common stock that is not a U.S. holder.

The conversion of shares of Company common stock into cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger (including any cash required to be withheld for tax purposes) and such U.S. holder’s adjusted tax basis in the shares converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. The deductibility of capital losses (including for individual U.S. holders) is subject to limitations. If a U.S. holder acquired different blocks of Company common stock at different times or at different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company common stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 24%) with respect to the cash received pursuant to the merger, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a payee’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

Any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding will apply with respect to the cash received by such holder pursuant to the merger, unless such non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any.

The Company pays quarterly cash dividends on shares of Company common stock. On November 20, 2024, the Company declared a dividend of $0.11 per share, payable on February 21, 2025 to shareholders of record as of the close of business on February 7, 2025.

Pursuant to the merger agreement, the Company may not, without the prior written consent of Aptean, pay any dividend or make any other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any shares of capital stock or other equity interests, except for dividends declared prior to the date of the merger agreement or paid by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company.

The merger is subject to the requirements of the HSR Act, which prevents the Company and Aptean from completing the merger until required information and materials are furnished to the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”), and the HSR Act waiting period is terminated or expires. On February 7, 2025, the Company and Aptean filed the requisite notification and report forms under the HSR Act with the DOJ and the FTC. The waiting period under the HSR Act expires at 11:59 p.m. Eastern time on March 10, 2025, unless the waiting period is terminated prior to that date or extended in connection with a request for additional information.

The merger is further subject to the requirements of the NSIA, which prevents the Company and Aptean from completing the merger until a mandatory filing is made with and approval is obtained from the Investment Security Unit. On February 7, 2025, Aptean filed the requisite notification with the Investment Security Unit pursuant to the NSIA filing. The NSIA filing was accepted by the Investment Security Unit on February 13, 2025, and Aptean expects to receive approval by March 27, 2025, unless the merger is called in for a detailed national security review.

The merger agreement generally requires each party to use reasonable best efforts to resolve any impediments under the HSR Act and other applicable antitrust laws so as to enable the closing to occur as promptly as practicable; provided, however, that under no circumstance will Aptean, Merger Sub or any of their respective affiliates be required to divest or hold separate their businesses or assets, terminate or modify their existing contractual relationships or agree to seek regulatory approval for any future transaction. For a more detailed description of Aptean’s and the Company’s respective obligations under the merger agreement with respect to regulatory approvals, please see the section of this proxy statement entitled “The Merger Agreement—Reasonable Best Efforts; Regulatory Approvals” beginning on page 64.

The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement.

We encourage you to read the merger agreement carefully and in its entirety because it is the primary contractual document that governs the merger. The rights and obligations of the parties to the merger agreement are governed by the express terms of the merger agreement and not by this summary of the merger agreement or any other information contained in this proxy statement. Additional information about the Company may be found elsewhere in this proxy statement and in other public reports and documents filed by the Company with the SEC. Please see the section of this proxy statement entitled “Where You Can Find Additional Information,” beginning on page 79.

The merger agreement and this summary of its terms have been included in this proxy statement to provide you with information regarding the terms of the merger agreement. Factual disclosures about the Company contained in this proxy statement or in the public filings the Company makes with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, Aptean and Merger Sub were qualified and subject to important limitations agreed to by the Company, Aptean and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and subsequent developments or new information qualifying a representation or warranty may or may not be fully reflected in this proxy statement or the Company’s public disclosures. Accordingly, the representations, warranties and covenants contained in the merger agreement and descriptions thereof should not be relied upon as being accurate or complete or characterizations of the actual state of facts as of any specified date and should be read only in conjunction with the other information provided elsewhere in this proxy statement, as well as the information incorporated by reference into this proxy statement. Please see the section of this proxy statement entitled “Where You Can Find Additional Information,” beginning on page 79.

The merger agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the merger agreement. As the surviving corporation, the Company will survive the merger as a wholly owned subsidiary of Aptean.

From and after the effective time of the merger, the board of directors of Merger Sub immediately prior to the effective time of the merger will become the directors of the surviving corporation, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. From and after the effective time of the merger, subject to any resignations requested by Aptean prior to the closing, the officers of the Company immediately prior to the effective time of the merger will become the officers of the surviving corporation, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

At the effective time of the merger, (i) the articles of incorporation of the surviving corporation will, by virtue of the merger, be amended and restated in its entirety to be in a form mutually agreed to by the Company and Aptean and (ii) the bylaws of Merger Sub will, by virtue of the merger, become the bylaws of the surviving corporation, in each case until amended as provided therein and in accordance with the GBCC, except that references to the name of Merger Sub will be replaced by references to the name of the surviving corporation.

The closing of the merger, which we refer to as the “closing,” will take place as soon as practicable, but in no event later than 10:00 a.m. Eastern time on the second business day following the date on which the conditions to closing (described in the section below entitled “—Conditions to the Merger”) have been satisfied or waived (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 or at such other date and time as the Company and Aptean may agree in writing).

The merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Georgia, or, to the extent permitted by applicable law, at such other time as agreed to by the Company, Aptean and Merger Sub prior to the filing of the certificate of merger.

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time (other than shares of Company common stock (i) held by the Company as a treasury share or by a subsidiary of the Company immediately prior to the effective time, (ii) held by Aptean or Merger Sub or any of their wholly owned subsidiaries immediately prior to the effective time or (iii) held by holders who are entitled to exercise, and properly exercise, dissenters’ rights with respect to their shares of Company common stock under the GBCC), will be automatically converted into the right to receive the merger consideration. If between the date of the merger agreement and the effective time, the outstanding shares of Company common stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change, the merger consideration will be equitably adjusted as necessary to reflect, without duplication, any such change, and to provide to the Company’s shareholders the same economic effect as contemplated by the merger agreement prior to such change.

At the effective time, each share of Company common stock that is owned by the Company as a treasury share, by any subsidiary of the Company, or by Aptean, Merger Sub or any of their wholly owned subsidiaries will be canceled without payment of consideration.

Shares of Company common stock that are issued and outstanding immediately prior to the effective time and are held by a shareholder who is entitled to exercise, and properly exercises, dissenters’ rights with respect to such shares pursuant to, and who complies in all respects with, the provisions of Section 14-2-1301 et. seq. of the GBCC, will not be converted into the right to receive the merger consideration. At the effective time, such dissenting shareholders will cease to have any rights to such shares of Company common stock except for the right to receive payment of the fair value of such shares of Company common stock as may be determined to be due to holders of such shares of Company common stock in accordance with the GBCC, unless and until such dissenting shareholders effectively waive, fail to perfect or are otherwise no longer entitled to payment for such shares of Company common stock in accordance with the GBCC, as described in the section of this proxy statement entitled “Dissenters’ Rights of Shareholders.” If any such dissenting shareholders effectively waive, fail to perfect or are otherwise no longer entitled to payment for the shares of Company common stock held by such dissenting shareholders in accordance with the GBCC, then, as of the effective time or the occurrence of such event, such shares of Company common stock held by such dissenting shareholders will be converted solely into the right to receive, without any interest thereon, the merger consideration pursuant to the merger agreement.

Prior to the effective time, Aptean will deposit or cause to be deposited with a reputable U.S. bank or trust company reasonably acceptable to the Company that will act as the paying agent (the “paying agent”) an amount in cash sufficient to pay the aggregate merger consideration payable to holders of Company common stock in accordance with the merger agreement. Promptly following the effective time and in any event within three business days after the effective time (other than shares owned by the Company as a treasury stock, shares owned by any subsidiary of the Company, shares held by Aptean or Merger Sub or any of their wholly owned subsidiaries and shares owned by shareholders who are entitled to exercise, and have properly exercised dissenters’ rights):

You will not be entitled to receive the merger consideration until, in the case of certificates, you surrender your certificates (or an affidavit of loss in lieu of certificates) and deliver a duly executed letter of transmittal to the paying agent and, in the case of book-entry shares, surrender your shares by proper delivery of an “agent’s message” or as otherwise required by the letter of transmittal.

You should not return your certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

At the effective time of the merger, the stock transfer books of the Company will be closed and there will be no further registration of transfers thereafter on the records of the Company. From and after the effective time, the Company’s shareholders outstanding immediately prior to the effective time will cease to have any rights with respect to their shares of Company common stock, except as otherwise expressly provided for in the merger agreement or by applicable law.

Each of Aptean, the Company (or any of its subsidiaries), the surviving corporation (or any of its subsidiaries) and the paying agent will be entitled to deduct and withhold any applicable required taxes from the merger consideration. In the event any amount is withheld from the merger consideration and remitted to the applicable taxing authorities that would have otherwise been payable to any person, such withheld amounts will be treated for all purposes of the merger agreement as having been paid to that person in respect of which such deduction and withholding was made.

Pending disbursement of the merger consideration, the paying agent will invest the aggregate merger consideration deposited with it as directed by Aptean. Any interest and other income resulting from any such investments will be paid to Aptean or its designated affiliate. In the event that the payment fund diminishes to a level insufficient for making the payments of merger consideration, Aptean will, or will cause the surviving corporation to, promptly deposit additional funds with the paying agent in an amount required to make such payments of the merger consideration.

Any portion of the aggregate merger consideration deposited with the paying agent, plus any interest received with respect to such amount, that remains undistributed to holders of shares of Company common stock on the date that is one year after the closing date will be delivered to Aptean or a designated affiliate of Aptean, upon demand. Holders of shares of Company common stock who have not complied with the exchange and payment procedures described above will thereafter be entitled to look to only to Aptean or the surviving corporation, as applicable, for payment of such holders’ claims for the merger consideration, subject to any applicable abandoned property, escheat or similar laws. None of Aptean, the surviving corporation, the paying agent or any other party will be liable to any holder of shares of Company common stock for any merger consideration that has been delivered to or would otherwise escheat to or become the property of a governmental entity pursuant to any applicable abandoned property, escheat or similar laws.

If any certificate has been lost, stolen or destroyed, then the person claiming the certificate to be lost, stolen or destroyed must make an affidavit of that fact in order to be entitled to receive the merger consideration with respect to the number of shares of Company common stock formerly represented by such certificate and, if required by Aptean or the surviving corporation, such person must deliver a bond in such amount as Aptean may

determine is reasonably necessary as indemnity against any claim that may be made against Aptean with respect to such certificate. These procedures and any others required by the paying agent will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

The merger agreement contains representations and warranties made by the Company, on the one hand, and Aptean and Merger Sub, on the other hand, to the other. The statements embodied in those representations and warranties were made for purposes of the merger agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement (including in the disclosure letter delivered by the Company to Aptean in connection therewith).

The representations and warranties made by the Company (including, in certain cases, with respect to its subsidiaries) to Aptean and Merger Sub relate to, among other things, the following:

Many of the Company’s representations and warranties are qualified as to, among other things, “materiality” or “Company material adverse effect.” For purposes of the merger agreement, “Company material adverse effect” means any development, fact, change, event, effect, occurrence or circumstance that, individually or in the aggregate, (x) has had or would reasonably be expected to have a materially adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or (y) prevents or materially impairs or delays, or would reasonably be expected to prevent or materially impair or delay, the consummation of the transactions contemplated by the merger agreement or performance by the Company or any of its subsidiaries of any of their respective obligations under the merger agreement. Developments, facts, changes, events, effects, occurrences or circumstances arising out of the following matters, alone or in combination, are excluded in determining whether a Company material adverse effect has occurred:

The following matters are also excluded in determining whether a Company material adverse effect has occurred, but will be so considered to the extent that such development, fact, change, event, effect, occurrence or circumstance has had a disproportionately adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business:

The customary representations and warranties made by Aptean and Merger Sub to the Company are more limited and relate to, among other things, the following:

Certain of the representations and warranties of Aptean and Merger Sub are qualified as to, among other things, “materiality” or “Parent material adverse effect.” For purposes of the merger agreement, “Parent material adverse effect” means any development, fact, change, event, effect, occurrence or circumstance that would, individually or when considered together with all other facts, circumstances or changes, reasonably be expected to materially prevent or materially delay or materially impede the ability of either Aptean or Merger Sub to consummate the transactions contemplated by the merger agreement, subject to certain exclusions.

The representations and warranties contained in the merger agreement will terminate upon the earlier of the effective time of the merger or the termination of the merger agreement pursuant to its terms.

The Company has agreed to covenants in the merger agreement that affect the conduct of its business and that of its subsidiaries between the date of the merger agreement and the effective time (the “Pre-Closing Period”).

During the Pre-Closing Period, except as required, expressly permitted or otherwise expressly contemplated by the merger agreement or the other transaction documents, as required by applicable law, as specified in the disclosure letter delivered by the Company in connection with the merger agreement, or as Aptean may otherwise consent in writing (which consent will not be unreasonably withheld, conditioned or delayed), the Company is required to, and will cause each of its subsidiaries to, use commercially reasonable efforts to (a) conduct its business in the ordinary course and consistent with past practice, (b) keep available the services of the current directors, officers, employees, key service providers and consultants of the Company and each of its subsidiaries and (c) preserve the goodwill and current relationships of the Company and each of its subsidiaries with material customers, suppliers and other persons with which the Company or any of its subsidiaries has business relations.

In addition, during the Pre-Closing Period, except as required, expressly permitted or otherwise expressly contemplated by the merger agreement or the other transaction documents, as required by applicable law or as specified in the disclosure letter delivered by the Company in connection with the merger agreement, unless Aptean gives its prior written consent (which cannot be unreasonably withheld, conditioned or delayed), the Company and its subsidiaries are restricted from (subject, in many cases, to ordinary course of business or other exceptions), among other things:

The Company has agreed under the merger agreement, subject to certain exceptions described below, that the Company and its subsidiaries and representatives will:

The merger agreement also requires the Company to request the prompt return or destruction of all non-public information concerning the Company or its subsidiaries furnished to any third party with respect to a transaction similar to the merger, and to terminate all access granted to any such third party to any data room with respect to a transaction similar to the merger. The Company may only waive any standstill applicable to a third party to the extent that the Board has determined, after consultation with its financial advisors and outside legal counsel, that the failure to do so would be inconsistent with the Board’s fiduciary duties under applicable law.

Notwithstanding the restrictions described above, in response to a written Company Takeover Proposal that did not result from any breach of the restrictions described above or otherwise set forth in the merger agreement and that was made prior to the approval of the merger agreement by the Company’s shareholders, the Company may (i) furnish, following execution of a confidentiality agreement with such third party and its representatives, information (including non-public information) with respect to the Company and its subsidiaries to such third party who has made a Company Takeover Proposal and (ii) engage in or otherwise participate in discussions or negotiations with the third party making such Company Takeover Proposal, only if, prior to such furnishing of information or engagement in discussion:

The Company is required to promptly notify Aptean, and in any event within 36 hours of becoming aware of, any request, proposal or offer received with respect to, or reasonably expected to lead to, any Company Takeover Proposal. Such notice must include the identity of the third party making the Company Takeover Proposal and include the material terms of the Company Takeover Proposal. In the event that any third party modifies its Company Takeover Proposal in any material respect, the Company is required to notify Parent within 36 hours of such material modification ( and the material terms thereof) The Company is also required to provide Aptean 36 hours’ prior written notice of any Board meeting at which the Board is expected to consider any Company Takeover Proposal or request for non-public information in connection with a Company Takeover Proposal.

The Company has agreed under the merger agreement, subject to certain exceptions described below, that the Board will not (i) fail to include the Board’s recommendation that the Company’s shareholders vote to approve the merger agreement (such recommendation, the “Board recommendation”) in this proxy statement, (ii) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold or withdraw or modify, the Board recommendation in a manner adverse to Aptean, (iii) take, or agree to take, any action by board resolution or make any recommendation or public statement in connection with a Company Takeover Proposal, including any tender offer or exchange offer, other than a recommendation against such offer or a customary “stop, look and listen” communication, (iv) adopt, approve or recommend, or publicly propose to adopt, approve or recommend to the Company’s shareholders a Company Takeover Proposal, or (v) propose, resolve or agree to take any such action set forth in any of the foregoing clauses of this section (any such action, a “change of recommendation”).

Further, the Company has agreed under the merger agreement, subject to certain exceptions described below, that the Board will not enter into, authorize, cause or permit the Company or any of its subsidiaries to enter into any letter of intent, agreement in principle, merger agreement or other similar contract with respect to any Company Takeover Proposal (a “Company Acquisition Agreement”).

Notwithstanding the general restrictions described above, at any time prior to the adoption of the merger agreement by the Company’s shareholders, the Board may make a change of recommendation and/or terminate the merger agreement and enter into a Company Acquisition Agreement under two circumstances:

To make a change of recommendation, the Board or any duly constituted and authorized committee thereof must determine in good faith, after consultation with its financial advisor and outside legal counsel, that failure to make a change of recommendation would be inconsistent with the Board’s fiduciary duties under applicable law.

Nothing contained in the merger agreement’s no solicitation provisions prohibits the Company or the Board from (i) taking and disclosing to the Company shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act, (ii) making any other disclosure to the Company shareholders if, in the Board’s determination in good faith after consultation with outside counsel, such disclosure is required under applicable Law, (iii) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, (iv) electing to take no position with respect to a Company Takeover Proposal until the close of business as of the tenth business day after the commencement of a tender offer in connection with such Company Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act so long as such Company Takeover Proposal remains under the Board’s good faith consideration or (v) disclosing to the Company shareholders that the Board or a duly authorized committee thereof has determined that a Company Takeover Proposal constitutes a superior proposal.

The Company has agreed under the merger agreement to call a special meeting of its shareholders to be held as promptly as reasonably practicable after this proxy statement is cleared by the SEC staff for mailing to consider and vote on approval of the merger agreement and any other matters required to be voted on by the Company’s shareholders in connection with the merger. The Company may, with the prior written consent of Aptean, adjourn or postpone the special meeting (i) to the extent required by applicable law (as determined in good faith by the Board, after consultation with its outside legal counsel) or if, after consultation with Aptean, the Company determines such adjournment or postponement necessary to ensure that any required supplement or amendment to the proxy statement is provided to the Company shareholders within a reasonable amount of time in advance of the special meeting if such disclosure is determined by the Company in good faith after consultation with outside counsel to be required to be provided to the Company shareholders, (ii) if, as of the time for which the meeting is scheduled, there are insufficient shares of Company common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the meeting or (iii) to solicit additional proxies if necessary to obtain the requisite approval of the Company’s shareholders, but, unless otherwise agreed to by each of the Company and Aptean, the meeting will not be adjourned or postponed, for purposes of clause (ii) and (iii) above, to a date that is more than 15 business days after the date for which the meeting was previously scheduled or more than 45 days, in the aggregate, after the original meeting date and in no event may any adjournment or postponement be to a date that is fewer than five business days prior to the outside date.

Aptean, Merger Sub and the Company agree to use their respective reasonable best efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the merger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from governmental entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity and (ii) the defending of any actions challenging the merger agreement or the merger. On February 7, 2025, the Company and Aptean each filed the requisite notification and report forms under the HSR Act with the DOJ and the FTC. The waiting period under the HSR Act expires at 11:59 p.m. Eastern time on March 10, 2025, unless the waiting period is terminated prior to that date or extended

in connection with a request for additional information. Further, on February 7, 2025, Aptean filed the requisite notification with the Investment Security Unit pursuant to the NSIA. The NSIA filing was accepted by the Investment Security Unit on February 13, 2025, and Aptean expects to receive approval by March 27, 2025, unless the merger is called in for a detailed national security review.

If any action, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the merger as violative of any antitrust law, each of the Company and Aptean will cooperate in all respects with each other and will use their respective reasonable best efforts to contest and resist any such action and to have vacated, lifted, reversed or overturned any order that is in effect and that prohibits, prevents or restricts consummation of the merger; provided, that Aptean is not obligated to (i) agree to divest or otherwise hold separate or take, or not to take, any other action (or otherwise agree to do any of the foregoing) with respect to the businesses or assets of Aptean or its affiliates or, if after the closing, the surviving corporation, (ii) agree to terminate, modify or extend any existing relationships or contractual rights or obligations of Aptean or its affiliates or, after the closing, the surviving corporation, or (iii) agree to any obligation to provide any prior notice to or seek prior approval from any governmental entity for a future transaction.

Aptean and the Company have agreed to (i) use reasonable best efforts to cooperate with each other in determining whether any filings are required and timely making all such filings, (ii) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the merger, (iii) promptly inform outside counsel for the other party upon receipt of any material communication from any governmental entity regarding the merger, and (iv) subject to applicable legal limitations and the instructions of any governmental entity, keep outside counsel for each other apprised of the status of matters relating to the completion of the merger, including promptly furnishing the outside counsel for the other party with copies of notices or other communications received by the Company or Aptean, as the case may be, or any of their respective subsidiaries, from any governmental entity with respect to the merger.

Aptean and the Company further agreed not to (i) participate in any substantive meeting or discussion, either in person or by telephone, with any governmental entity in connection with the merger unless it consults with outside counsel for the other party in advance and gives outside counsel for the other party the opportunity to attend and participate, (ii) extend any waiting period under the HSR Act without the prior written consent of the other party or (iii) enter into any agreement with any governmental entity not to consummate the merger without the prior written consent of the other party.

The Company has agreed to provide, and cause its subsidiaries to provide, Aptean with reasonable access during normal business hours to (i) the Company’s and its subsidiaries’ respective properties (but excluding for purposes of any invasive, soil sample or below ground testing or leased third party public cloud infrastructure data centers), books, contracts, commitments, personnel and records and (ii) such other information as Aptean reasonably requests with respect to the Company and its subsidiaries and their respective businesses, financial condition, and operations. Aptean agreed to use its reasonable best efforts to minimize any disruption to the businesses of the Company and its subsidiaries that may result from its requests for access, data and information. In addition, the Company and its subsidiaries will not be required to provide any access or disclose any information if such access or disclosure would (i) violate any of the Company’s or its subsidiaries’ obligations with respect to confidentiality, (ii) violate any law, (iii) cause a risk of a loss of privilege, (iv) disclose competitively sensitive information, or (v) to the extent it relates to the negotiation of the merger agreement, certain other aspects of the Company’s strategic review process or a Company Takeover Proposal (unless required under the “no solicitation” provisions of the merger agreement).

Aptean has agreed under the merger agreement to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the A&R Commitment Letter. The Financing will consist of a senior secured specified delayed draw term loan facility under its existing credit facility in an aggregate principal amount of $450,000,000. However, neither the Financing nor the availability of any funds or other financing to Aptean or any of its affiliates is a condition to the merger.

The Company has agreed under the merger agreement, subject to certain exceptions, that it and its subsidiaries will use their reasonable best efforts to provide, and will direct its and their respective representatives to use their reasonable best efforts to provide, all cooperation that is reasonably requested by Aptean to assist Aptean in connection with the Financing. However, such agreement will not require the Company or any of its subsidiaries to (i) pledge any assets as collateral that is not contingent upon the consummation of the merger or that would be effective prior to the effective time of the merger, (ii) agree to pay any commitment fee or other fee, reimburse any expenses, incur any liability, or give any indemnity in connection with the Financing prior to the consummation of the merger, (iii) take any actions that would unreasonably interfere with the ongoing business or operations of the Company or any of its subsidiaries, could subject any director, manager, officer or employee of the Company, any of its subsidiaries, or any of its and their respective representatives to any personal liability, would conflict with, or result in any material violation, breach, or default of the organizational documents of the Company or any of its subsidiaries, any material contract of the Company or any of its subsidiaries, or would conflict with or result in any violation or breach of any applicable law or order, (iv) waive or amend any terms of the merger agreement, (v) commit to take any action under any document or enter into any definitive agreement that is not contingent upon the consummation of the merger, (vi) provide access to or disclose information that violates applicable law or that the Company determines would jeopardize attorney-client privilege or conflict with any confidentiality requirements owing to a third party, (vii) cause any director, manager or equivalent, or any officer or employee of the Company or any its subsidiaries (other than any of the foregoing who will continue in such a position following the consummation of the merger) to pass resolutions to approve the Financing or authorize any agreements, documents, or any actions in connection therewith, or to execute or deliver any certificate in connection with the Financing, in each case, that are not contingent on the consummation of the merger or would be effective prior to the consummation of the merger, (viii) deliver financial statements in a form or subject to a different standard than those provided to Aptean by the Company or its subsidiaries prior to the date of the merger agreement, (ix) deliver any legal opinion, other opinion of counsel, accountants’ comfort letters, or any reliance letter, (x) make any representation as to the solvency of the Company or any of its subsidiaries or deliver any solvency or similar certificate, (xi) make any representation, warranty, or certification that, in the good faith determination of the Company, is not true, (xii) take any action that could reasonably be expected to cause any representation or warranty made by the Company or covenant applicable to the Company contained in the merger agreement to be breached, to cause any condition to the consummation of the merger applicable to the Company to fail to be satisfied, or otherwise cause any breach by the Company of the merger agreement, or (xiii) provide or prepare any projections or pro forma financial information or any other financial or other information that is not reasonably available to the Company under its current reporting systems.

Under the merger agreement, to the fullest extent required or permitted by applicable law, for six years from and after the effective time, Aptean has agreed to, and will cause the surviving corporation to, indemnify and hold harmless and advance expenses, in each case solely to the fullest extent required or permitted under the Company’s organizational documents (or comparable organizational documents of any subsidiary of the Company) as in effect on the date of the merger agreement and as of the effective time, as incurred to each present and former director or officer of the Company or any of its subsidiaries for any losses incurred in connection with a legal action arising out of or related solely to such person’s service as a director, officer or representative of the Company or any of its subsidiaries or services performed by such person at the request of, and for the benefit of, the Company or any of its subsidiaries at or prior to the effective time within such person’s scope of day-to-day duties. Further, Aptean agreed to, and will cause the surviving corporation and its subsidiaries to, use commercially reasonable efforts to cooperate with such indemnified person in the defense of any such action.

For a period of six years after the effective time, Aptean has agreed to, and will cause the surviving corporation and its subsidiaries to, maintain in effect and not amend the provisions in the articles of incorporation, bylaws and any other organizational documents of the surviving corporation and its subsidiaries providing for indemnification, advancement and reimbursement of expenses and exculpation of its former directors and officers, as applicable, with respect to facts or circumstances occurring at or prior to the effective time of the merger, that are at least as favorable in the aggregate to such persons as the indemnification, advancement and reimbursement of expenses provisions set forth in the applicable articles of incorporation, bylaws or other organizational documents of the Company and its subsidiaries, which provisions will not be amended except as required by applicable law.

For a period of six years from and after the effective time, Aptean or the surviving corporation will continue to maintain in effect directors’ and officers’ liability insurance with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable in the aggregate to indemnified parties as provided in the Company’s existing policies as of immediately prior to the effective time with respect to any matters that existed or occurred at or prior to the effective time (including in connection with the merger agreement or the transactions contemplated by the merger agreement), subject to certain limitations on the maximum amount of any premium.

The individuals who are former directors or officers of the Company or a subsidiary of the Company at or prior to the effective time are express third-party beneficiaries of the provisions described above, and such individuals will have the right to enforce these provisions of the merger agreement. If the surviving corporation merges, consolidates or transfers all of its assets or properties to another person after the effective time, proper provisions will be made so that the successors and assigns of the surviving corporation will assume all applicable and outstanding obligations related to director and officer indemnification and insurance.

From the effective time through and including December 31, 2025 (the “Continuation Period”), Aptean has agreed to provide, or cause to be provided, to each employee of the Company and its subsidiaries employed as of immediately prior to the effective time and who continues to be employed by the surviving corporation (or any affiliate thereof) (each, a “Continuing Employee”) during the Continuation Period with:

In addition, for the period of at least four months following the effective date, the Continuing Employees will continue to participate in the Company’s vacation/paid time off policy in which they participated as of immediately prior to the effective time, pursuant to which, among other things, the Company will pay out any accrued but unused vacation time upon qualifying terminations of employment (up to two weeks of pay, unless otherwise required by applicable law).

As of the effective time, Aptean generally has also agreed to ensure that such employees will receive credit for service accrued prior to the effective time for purposes of vesting and eligibility under any benefit plan, and for purposes of benefit accruals under any vacation or severance plan of Aptean, except with respect to defined benefit plans and except where doing so would result in a duplication of benefits. Aptean has also generally agreed to, or cause its affiliate to, use commercially reasonable efforts to: (i) waive any pre-existing condition limitations or exclusions under its health plans, (ii) honor eligible expenses incurred by employees under the Company’s health plans for purposes of satisfying any deductible, coinsurance and maximum out-of-pocket requirements under Aptean’s or its affiliate’s plans for the applicable plan year, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable, in each case to the extent the employee (or their dependents) had satisfied any similar limitation or requirement under an analogous Company plan prior to the effective time.

The merger agreement contains additional agreements between the Company and Aptean relating to, among other things, the following:

Each party’s obligation to effect the transactions contemplated by the merger agreement is subject to the satisfaction (or waiver, if permissible) at or prior to the effective time of each of the following conditions:

The obligations of Aptean and Merger Sub to effect the transactions contemplated by the merger agreement are further subject to the satisfaction (or waiver, if permissible) at or prior to the effective time of each of the following additional conditions:

The obligation of the Company to effect the merger is further subject to the satisfaction (or waiver, if permissible) at or prior to the effective time of each of the following additional conditions:

The receipt or availability of funds or financing is not a condition to the consummation of the merger.

None of Aptean, Merger Sub or the Company may rely on the failure of any closing condition to be satisfied if such failure was caused by such party’s breach of its obligations under the merger agreement or, in the case of Aptean, the debt financing documents.

The merger agreement may be terminated at any time prior to the effective time of the merger by either the Company or Aptean if any of the following events occur:

The merger agreement may be terminated by the Company at any time prior to the effective time of the merger and prior to the receipt of the Company shareholder approval, in order to enter into a definitive agreement with respect to a superior proposal in accordance with the terms of the “no solicitation” provisions of the merger agreement, subject to the payment by the Company to Aptean of the termination fee.

Aptean may also terminate the merger agreement if, prior to the receipt of the Company shareholder approval, the Board has made a change of recommendation (including, without limitation, with respect to an intervening event) or the Company has willfully and materially breached its obligations under the “no solicitation” provisions of the merger agreement.

The merger agreement may also be terminated by mutual written agreement of Aptean and the Company prior to the effective time.

The parties to the merger agreement have agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of the merger agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties have agreed that the parties will be entitled at law or in equity, to an injunction, specific performance or other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, without proof of damages, prior to the valid termination of the merger agreement, in addition to any other remedy to which they are entitled under the merger agreement.

In the event the termination fee is payable by the Company to Aptean under the circumstances described above under “—Termination Fee,” payment of the termination fee will be the sole and exclusive monetary damages remedy of Aptean and Merger Sub against the Company and its subsidiaries for any loss suffered as a result of the failure of the merger to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount neither the Company nor any of its subsidiaries will have any further liability or obligation relating to or arising out of the merger agreement or the merger. While Aptean may pursue both a grant of specific performance and the payment of the termination fee, under no circumstances will Aptean be permitted or entitled to receive both a grant of specific performance that results in the closing and all or any portion of the termination fee.

Subject to compliance with applicable law, and except as otherwise provided in the merger agreement, at any time prior to the effective time, the merger agreement may be amended or modified, whether before or after receipt of the Company’s shareholder approval, in any and all respects by written agreement of Aptean and the

Company. Following receipt of the Company shareholder approval, there will be no amendment or modification to the merger agreement, which by law would require further approval by the Company’s shareholders. Certain provisions of the merger agreement may not be amended, modified, waived or terminated in a manner that is materially adverse to Aptean’s debt financing sources without the prior written consent of the lead arranger for such debt financing sources.

The merger agreement, and all disputes, claims or causes of action based on, arising out of, or related to the merger agreement, the negotiation of the merger agreement, the performance of the merger agreement or the merger, will be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

The following table sets forth information, as of February 20, 2025, with respect to the beneficial ownership, as defined in Section 13(d) under the Exchange Act of outstanding Company common stock by (i) each person known by us to beneficially own 5% or more of the outstanding shares of Company common stock, (ii) each of the Company’s directors, (iii) each of the Company’s NEOs for the fiscal year ended April 30, 2024, and (iv) all of the Company’s executive officers and directors as a group. Except as otherwise indicated, all shares of Company common stock shown in the table below are held with sole voting and investment power. The Company’s NEOs for fiscal 2024 are James C. Edenfield, H. Allan Dow and Vincent C. Klinges. Unless otherwise stated, the address for each beneficial owner is c/o Logility Supply Chain Solutions, Inc., 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305.