MOMENTIVE GLOBAL INC.: M&A transaction — Momentive acquired by STG consortium for $9.46/share in ~$1.5B going-private deal

Eric Johnson has been appointed as CEO of the Company effective June 1, 2023.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

Effective June 1, 2023, Alexander Lurie is stepping down as the Company’s Chief Executive Officer (“CEO”) and Priyanka Carr is stepping down as the Company’s Chief Operating Officer (“COO”).

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

Effective June 1, 2023, Alexander Lurie is stepping down as the Company’s Chief Executive Officer (“CEO”) and Priyanka Carr is stepping down as the Company’s Chief Operating Officer (“COO”).

On May 31 , 2023, and as a result of the consummation of the Merger, J.T. Treadwell and Joe Clancy became directors of the Company.

On May 31 , 2023, and as a result of the consummation of the Merger, J.T. Treadwell and Joe Clancy became directors of the Company.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

In accordance with the terms of the Merger Agreement, effective as of the Effective Time, the following persons, who were directors of the Company prior to the Effective Time, are no longer directors of the Company: Lauren Antonoff, David Ebersman, Ryan Finley, Erika H. James, Sheryl Sandberg, Susan L. Decker, Dana L. Evan, Sagar Gupta, Alexander Lurie and Benjamin C. Spero.

Effective as of the Effective Time and as a result of the completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.

Effective as of the Effective Time and as a result of the completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.

the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $1.5 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from an investment consortium led by STG, and the

Concurrently with the closing of the Merger, the Company paid all outstanding obligations and terminated all credit commitments under that certain Second Amended and Restated Credit Agreement dated as of October 10, 2018, by and among the Company, Momentive Inc. (formerly known as SurveyMonkey Inc.), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended.

Concurrently with the closing of the Merger, Mercury Midco LLC, as holdings, Parent, as the borrower, and the Company, as a guarantor, entered into that certain Credit Agreement with Acquiom Agency Services LLC, as administrative agent and collateral agent, the lenders from time to time party thereto and the guarantors from time to time party thereto (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount equal to $450 million and (ii) a revolving loan facility in an aggregate principal amount up to $40 million.

Proposal 1: To adopt the Merger Agreement and approve the Merger. 121,772,461 281,596 172,499 Proposal 1 was approved for all purposes described in the Proxy Statement.

Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Momentive to its named executive officers in connection with the Merger. 114,086,867 2,897,305 5,242,384 Proposal 2 was approved.