You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Zendesk, Inc., a Delaware corporation (which we refer to as “Zendesk,” the “Company,” “we,” “us,” and “our”) to be held virtually via live webcast on [  ], 2022, beginning at [  ] Pacific Time (unless the Special Meeting is adjourned or postponed). Zendesk stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/ZEN2022SM, which we refer to as the “Special Meeting website.” To attend the Special Meeting, you must pre-register at [  ] by [  ] Pacific Time on [  ], 2022. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of June 24, 2022 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Zendesk, Zoro Bidco, Inc., a Delaware corporation (which we refer to as “Parent”), and Zoro Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (such proposal, which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Zendesk’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Parent and Merger Sub are affiliates of funds advised by Hellman & Friedman LLC and Permira Advisers LLC. Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Zendesk (which we refer to as the “Merger”), with Zendesk continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $0.01 per share, of Zendesk (which we refer to as “Zendesk common stock”) issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will at the Effective Time automatically be converted into the right to receive $77.50 in cash, without interest (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, less any applicable withholding taxes, for each share of Zendesk common stock that you own (other than shares of Zendesk common stock underlying or comprising unexercised, unvested or unsettled or not in-the-money Zendesk stock options (i.e., with per share exercise prices that are equal to or greater than the Merger Consideration) and restricted stock unit awards) immediately prior to the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The Board of Directors of Zendesk, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Zendesk and its stockholders; (b) approved the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement; (c) resolved to recommend that Zendesk stockholders adopt the Merger Agreement; and (d) directed that the adoption

of the Merger Agreement be submitted for consideration by Zendesk stockholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

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

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Zendesk common stock entitled to vote thereon at the Special Meeting. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

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

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [  ], 2022, and, together with the enclosed form of proxy card, is first being mailed to Zendesk stockholders on or about [  ], 2022.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the enclosed proxy statement.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Zendesk common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement entitled “Where You Can Find More Information.”

This proxy statement, and any document to which Zendesk refers in this proxy statement, includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements relating to Zendesk’s strategy, goals, future focus areas and the value of the Merger and the related transactions to Zendesk stockholders. These forward-looking statements are based on Zendesk management’s beliefs and assumptions and on information available to management at the time the forward-looking statements were prepared or made, as applicable. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “expects,” “believes,” “plans,” “estimates,” “should,” “could,” “outlook,” and “anticipates” or similar expressions and the negatives of those terms. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding the Merger and the related transactions. Factors leading thereto may include:

This list of factors is not intended to be exhaustive. Any forward-looking statement speaks only as of the date on which it is made, and Zendesk assumes no obligation to update or revise any forward-looking statement made by Zendesk or on its behalf as a result of new information, future events or other factors, except as required by applicable law.

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

The Special Meeting will held virtually via live webcast on [  ], 2022, beginning at [  ] Pacific Time (unless the Special Meeting is adjourned or postponed). Zendesk stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/ZEN2022SM, which we refer to as the “Special Meeting website.” To attend the Special Meeting, you must pre-register at [  ] by [  ] Pacific Time on [  ], 2022.

At the Special Meeting, we will ask Zendesk stockholders to vote on proposals to: (a) adopt the Merger Agreement Proposal; (b) approve, on an advisory (nonbinding) basis, the Compensation Proposal; and (c) approve the Adjournment Proposal.

In order to attend the Special Meeting, you must pre-register at [  ] by [  ] Pacific Time on [  ], 2022. To pre-register for the meeting, please follow the instructions below:

Zendesk stockholders of record as of the Record Date may register to participate in the Special Meeting remotely by visiting [  ]. Please have your proxy card, or notice, containing your control number available and follow the instructions to complete your registration request. After registering, Zendesk stockholders will receive a confirmation email with a link and instructions for accessing the virtual Special Meeting. Requests to register to participate in the Special Meeting remotely must be received no later than [  ] Pacific Time on [  ], 2022.

Zendesk stockholders whose shares are held through a bank, broker or other nominee as of the Record Date may register to participate in the Special Meeting remotely by visiting [  ]. Please have your voting instruction form, notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, Zendesk stockholders will receive a confirmation email with a link and instructions for accessing the virtual Special Meeting. Requests to register to participate in the Special Meeting remotely must be received no later than [  ] Pacific Time on [  ], 2022.

If you have any questions or require any assistance with pre-registering, please contact MacKenzie, Zendesk’s proxy solicitor for the Special Meeting, at (800) 322-2885.

Only Zendesk stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of Zendesk stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 989 Market Street, San Francisco, CA 94103, during regular business hours for a period of no less than 10 days before the Special Meeting, as well as on the Special Meeting website. If Zendesk’s headquarters are closed during such period for health and safety reasons related to the Covid-19 pandemic, the list of Zendesk stockholders will be made available for inspection upon request to our Corporate Secretary at 989 Market Street, San Francisco, California 94103, subject to the satisfactory verification of Zendesk stockholder status. The list will also be available electronically during the Special Meeting on the Special Meeting website. As of the Record Date, there were [  ] shares of Zendesk common stock outstanding and entitled to vote at the Special Meeting.

The presence, in person or represented by proxy, of the holders of a majority of the shares of Zendesk common stock entitled to vote on the Record Date will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

Each Zendesk stockholder shall be entitled to one vote for each share of Zendesk common stock owned at the close of business on the Record Date.

The affirmative vote of the holders of a majority of the outstanding shares of Zendesk common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, [  ] votes constitute a majority of the outstanding shares of Zendesk common stock. Adoption of the Merger Agreement by Zendesk stockholders is a condition to the consummation of the Merger.

The affirmative vote of the holders of a majority of the shares of Zendesk common stock properly cast for the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of either (a) a majority of the shares of Zendesk common stock properly cast for the Adjournment Proposal, when a quorum is present, or (b) the affirmative vote of the holders of the shares of Zendesk common stock representing a majority of the voting power present in person or represented by proxy at the Special Meeting, when a quorum is not present, is required, as applicable, for approval of the Adjournment Proposal.

If a quorum is present at the Special Meeting, for Zendesk stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the Zendesk stockholder voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal and the Adjournment Proposal. If a quorum is not present, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Zendesk does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your shares of Zendesk common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

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

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

You can vote at the virtual Special Meeting, which will be held on [  ], 2022, at [  ] Pacific Time at [  ] (unless the Special Meeting is adjourned or postponed).

You may also authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Zendesk offers four different voting methods, Zendesk encourages you to vote over the Internet or by phone as Zendesk believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to submit your proxy card by mail.

Vote at [  ] in advance of the Special Meeting. The Internet voting system is available 24 hours per day until 11:59 p.m. Eastern Time on [  ], 2022. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours per day in the United States until 11:59 p.m. Eastern Time on [  ], 2022. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

If you hold your shares of Zendesk common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the virtual Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number.

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

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Zendesk and its stockholders; (b) approved the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement; (c) resolved to recommend that Zendesk stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Zendesk stockholders at the Special Meeting.

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

The Board of Directors is soliciting your proxy, and Zendesk will bear the cost of soliciting proxies. MacKenzie has been retained to assist with the solicitation of proxies. MacKenzie will be paid approximately $50,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Zendesk common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by MacKenzie or, without additional compensation, by Zendesk or Zendesk’s directors, officers and employees.

Assuming timely satisfaction of necessary closing conditions, including the approval by Zendesk stockholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated in the fourth quarter of 2022.

If the Merger is consummated, Zendesk stockholders who continuously hold shares of Zendesk common stock through the Effective Time, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that Zendesk stockholders who perfect their appraisal rights, do not thereafter withdraw their demand for appraisal, and follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Zendesk common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each Zendesk stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Zendesk stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

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

To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to Zendesk before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold your shares of Zendesk common stock of record through the Effective Time; and (d) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the Zendesk stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex D to this proxy statement and incorporated herein by reference. If you hold your shares of Zendesk common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

If the Merger is completed, the shares of Zendesk common stock will be delisted from the NYSE and deregistered under the Exchange Act, and shares of Zendesk common stock will no longer be publicly traded.

$6.32 billion, in each case on the terms and subject to the conditions set forth in the Equity Commitment Letters (b) the Debt Commitment Parties have committed to provide Parent with Debt Financing consisting of a $3.75 billion senior secured term loan facility, a senior secured delayed draw term loan facility and a $350 million senior secured revolving credit facility, in each case on the terms and subject to the conditions set forth in the Debt Commitment Letter and (c) Parent has obtained commitments for Preferred Equity Financing in an aggregate principal amount of up to $500 million from the Preferred Equity Financing Sources on the terms and subject to the conditions set forth in the Preferred Equity Commitment Letter. Such amounts will be used to fund the aggregate purchase price required to be paid at the Closing and to also fund certain other payments (including the Required Amounts), subject to the terms and conditions of the Merger Agreement.

In addition, the Equity Financing Sources, Parent and Zendesk have entered into the Fee Funding Agreements pursuant to which the Equity Financing Sources have, subject to the terms and conditions contained therein, agreed to pay certain obligations of Parent or Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $637 million, including the Parent Termination Fee and certain fees and expenses payable by Parent or Merger Sub as specified in the Merger Agreement. For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement—Financing of the Merger.”

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Zendesk, the separate corporate existence of Merger Sub will cease and Zendesk will continue its corporate existence under the DGCL as the Surviving Corporation. As a result of the Merger, Zendesk will become a wholly owned subsidiary of Parent, and Zendesk common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Zendesk common stock will be deregistered under the Exchange Act, and Zendesk will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur at such time as the certificate of merger with respect to the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Zendesk and Merger Sub in writing and specified in the certificate of merger in accordance with the DGCL.

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

At the Effective Time, by virtue of the Merger and without any action on the part of Zendesk, Parent, Merger Sub or the holders of any securities of Zendesk or Merger Sub, each share of Zendesk common stock (other than the Unconverted Shares) issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive the Merger Consideration of $77.50 in cash, without interest, subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Zendesk common stock that you own (other than any Unconverted Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as a Zendesk

stockholder (except that Zendesk stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see the section of this proxy statement entitled “—Appraisal Rights.”

The Merger Agreement provides that, at the Effective Time: RSU Awards and in-the-money Stock Options that are vested as of immediately prior to the Effective Time (assuming achievement of performance for performance-based RSU Awards using the same formula provided for in the applicable award agreement) will be canceled and converted into the right to receive the Cash Amount equal to the product of (x) the total number of shares of Zendesk common stock subject to such award and (y) the Merger Consideration (and for Stock Options, less the exercise price per share of Zendesk common stock subject to such Stock Option), less any required tax withholding and deductions. Stock Options with per share exercise prices that are equal to or greater than the Merger Consideration will be canceled for no consideration. Any unvested Stock Option that is in-the-money and any unvested RSU Award will be canceled and converted into a cash award for the corresponding Cash Amount (assuming achievement of performance for performance-based RSU Awards using the same formula provided for in the applicable award agreement), with such cash awards being subject to the same time-vesting terms and conditions that applied to the associated award, as applicable (except for performance-based vesting conditions), immediately prior to the Effective Time.

As part of Zendesk’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and Zendesk management, with the assistance of financial and legal advisors, regularly review, consider and assess Zendesk’s performance, future growth prospects, evolving industry landscape, customer opportunities, product portfolio and overall strategic direction in light of the current and anticipated business, technology and economic environment and in consideration of Zendesk’s long-term business strategy to enhance value for Zendesk stockholders. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives. The Board of Directors has also regularly engaged with Zendesk stockholders to discuss and solicit their perspectives on Zendesk’s strategic and financial direction.

On October 28, 2021, Zendesk announced after market that it had entered into an agreement to acquire Momentive Global Inc., which we refer to as the “Momentive Transaction.” The Momentive Transaction was subject to Zendesk stockholder approval due to the amount of Zendesk common stock required to be issued to consummate the transaction. A special meeting of Zendesk common stockholders to vote on the Momentive Transaction was later set for February 25, 2022.

The closing price of Zendesk common stock the day the Momentive Transaction was announced after market was $119.01 per share. The closing price on the following day was $101.80, which represented a share price decline of 14.5%. On that day, the NASDAQ Composite Index was 15,448, the IGV ETF (an index composed of North American equities in the expanded tech-software sector which includes Zendesk) was 435.63 and the BVP Emerging Cloud Index (an index designed to track emerging public companies primarily involved in providing cloud software to customers which includes Zendesk) was 2,954.

On November 30, 2021, JANA Partners, a stockholder of Zendesk, sent an open letter to the Board of Directors expressing its opposition to the Momentive Transaction and stating JANA Partners’ intent to vote against the issuance of Zendesk common stock required to consummate the Momentive Transaction.

On February 7, 2022, the Board of Directors received an unsolicited, preliminary nonbinding proposal from a consortium of private equity firms consisting of Permira, H&F and a financial sponsor (which we refer to as “Financial Sponsor A,” and together with Permira and H&F, the “Consortium”), regarding a potential acquisition of Zendesk for an indicative price range of between $127.00 and $132.00 per share in cash, subject to initiating and completing due diligence, the negotiation of definitive transaction documents and approval from the Consortium members’ respective investment committees prior to entry into final definitive agreements. The Consortium’s preliminary nonbinding proposal was based solely on public information, as the Consortium had not received confidential information from Zendesk, with the Consortium indicating they and their advisors would need access to Zendesk’s business plan and Company non-public data. On February 7, 2022, the closing price of Zendesk common stock was $98.43 per share.

On February 9, 2022, the Board of Directors held a meeting, together with its outside financial advisors, including Goldman Sachs, which had been engaged to act as financial advisor to Zendesk in connection with the Momentive Transaction, as well as its legal advisors, including Wachtell, Lipton, Rosen & Katz, which we refer to as “Wachtell Lipton.” Following a review from representatives of its outside financial advisors of certain preliminary financial aspects and analyses of the Consortium’s preliminary nonbinding proposal and discussion among the participants of such financial analyses and the legal duties of the Board of Directors in connection with the evaluation of such preliminary nonbinding proposal, the Board of Directors concluded that the Consortium’s preliminary nonbinding proposal significantly undervalued Zendesk and that it was not in the best interests of Zendesk and its stockholders to alter Zendesk’s existing strategic plan and pursue the proposed transaction with the Consortium.

On February 10, 2022, Zendesk issued a press release announcing its rejection of the Consortium’s preliminary nonbinding proposal.

On February 16, 2022, JANA Partners sent another open letter to the Board of Directors reiterating its opposition to the Momentive Transaction and declaring its intent to nominate four director nominees for election to the Board of Directors at Zendesk’s 2022 annual meeting of stockholders. JANA Partners also stated in the letter its belief that Zendesk should engage with interested strategic and financial buyers to explore a sale of Zendesk. That same day, JANA Partners submitted a notice of nomination to Zendesk. Also that day, Zendesk issued a press release confirming receipt of JANA Partners’ notice of director nomination and stating that it would carefully review and evaluate the JANA Partners’ director nominees.

During the period prior to the February 25, 2022 special meeting of Zendesk stockholders held in connection with the Momentive Transaction, members of the Board of Directors and Zendesk management engaged in meetings and active dialogue with Zendesk stockholders, including with JANA Partners. These discussions often concerned, among other things, the Momentive Transaction, governance matters, Zendesk’s stock price performance and potential strategic alternatives, including the unsolicited preliminary nonbinding proposal from the Consortium.

On February 25, 2022, at the special meeting of Zendesk stockholders, a majority of votes cast by Zendesk stockholders did not vote to approve the issuance of Zendesk common stock in connection with the Momentive Transaction. Thereafter, Zendesk issued a press release announcing the termination of the Momentive Transaction. On February 25, 2022, the closing price of Zendesk common stock was $115.48 per share.

On February 28, 2022, JANA Partners sent another open letter to the Board of Directors stating its belief that Zendesk required either significant board change, or in the absence of such change, should be sold.

At a meeting held on March 7, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners and Wachtell Lipton, discussed and reviewed Zendesk’s business and strategic plan, the current situation and the options and strategic alternatives potentially available to Zendesk, including Zendesk’s then current position and prospects as a standalone entity, the evolving competitive landscape, the pressure on high-growth SaaS company share prices and multiples, the recent interest by the Consortium in a potential acquisition of Zendesk and JANA Partners’ initiation of a proxy contest seeking representation on the Board of Directors. Representatives of Qatalyst Partners discussed a range of potential strategic alternatives, including continuing to execute on its standalone plan and whether it was the right time to consider a review of strategic alternatives that could, among other things, lead to a potential sale of Zendesk, and considerations associated with each alternative. Representatives of Qatalyst Partners also provided the Board of Directors with an overview of a potential process for the sale of Zendesk, including illustrative timelines and stages for such a process and potential counterparties that might be interested in such a transaction. The Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, discussed the list of potential counterparties and various considerations associated with reaching out to, and pursuing a strategic transaction with, such parties. After discussion and deliberation, the Board of Directors determined to explore more intensively a potential process to review strategic alternatives for Zendesk. On March 7, 2022, the closing price of Zendesk common stock was $113.33 per share. Since October 28, 2021, the date of the announcement of the Momentive Transaction, the NASDAQ Composite Index had declined approximately 17%, the IGV ETF had declined approximately 28% and the BVP Emerging Cloud Index had declined approximately 42%.

At a meeting held on March 9, 2022, the Board of Directors, together with members of Zendesk management and representatives of Wachtell Lipton, discussed and reviewed the potential engagement of Qatalyst

Partners and Goldman Sachs as financial advisors to Zendesk in connection with a potential strategic review process, given their experience, expertise and qualifications. Representatives of Wachtell Lipton discussed with the Board of Directors its fiduciary duties under Delaware law in connection with a potential strategic review process, including considerations in connection with pursuing either a standalone strategy or a sale of Zendesk.

At a meeting held on March 16, 2022, the Board of Directors, together with members of Zendesk management and representatives of Wachtell Lipton, discussed and reviewed Qatalyst Partners’ and Goldman Sachs’ respective draft engagement letters and relationship disclosure letters made available to the Board of Directors prior to the meeting. The Board of Directors and representatives of Wachtell Lipton discussed certain of Qatalyst Partners’ and Goldman Sachs’ prior relationships with members of the Consortium and/or their respective affiliates as well as Goldman Sachs’ role as a counterparty to Zendesk’s capped call options that had been disclosed, as further described in the section of this proxy statement entitled “—Opinion of Goldman Sachs & Co. LLC.” The Board of Directors reviewed the disclosures and determined that none of the disclosed relationships would impact Qatalyst Partners’ or Goldman Sachs’ ability to act in an independent and disinterested manner in rendering their services to the Board of Directors in connection with the potential transaction and approved Zendesk’s entry into the engagement letters with Qatalyst Partners and Goldman Sachs, respectively.

Thereafter, representatives of Qatalyst Partners and Goldman Sachs joined the meeting, and the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed and reviewed considerations relating to a potential strategic review process, including as to the then current market backdrop, the valuation of Zendesk, investor sentiment about Zendesk, the pending proxy contest with JANA Partners, and the recent interest in an acquisition of Zendesk by the Consortium. After discussion and deliberation, the Board of Directors (i) determined to commence a process to review strategic alternatives, including a potential sale of Zendesk, (ii) authorized representatives of Qatalyst Partners to contact certain potential counterparties, including the Consortium, to ascertain their interest in a strategic transaction involving Zendesk, and (iii) authorized Wachtell Lipton, working with Zendesk management, to negotiate and execute non-disclosure agreements with potential counterparties.

Commencing on March 17, 2022, representatives of Qatalyst Partners began contacting potential counterparties regarding a potential strategic transaction. At the Board of Directors’ direction, representatives of Qatalyst Partners contacted 26 potential counterparties (including and counting the members of the Consortium and their potential co-investors as one potential counterparty), including 16 potential strategic partners and 10 potential financial sponsors. Eleven of the 26 potential counterparties (including and counting the members of the Consortium and their potential co-investors as one potential counterparty) entered into non-disclosure agreements with Zendesk and were provided with preliminary due diligence materials. The non-disclosure agreements with nine of the potential counterparties (including and counting the members of the Consortium and their potential co-investors as one potential counterparty) included standstill provisions, and none of the standstill provisions are currently in effect.

At a meeting held on March 23, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed the then current status of the strategic review process, including the progress on the outreach to potential counterparties.

At a meeting held on March 30, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, again discussed the then current status of the strategic review process, including the progress on the outreach to potential counterparties with respect to a potential transaction and feedback received thus far. Members of Zendesk management also discussed a proposed long-range plan through calendar year 2025 for Zendesk that would be provided to potential bidders in the strategic review process.

Between April 4, 2022, and April 20, 2022, Zendesk management conducted initial meetings with 10 potential counterparties (including and counting the members of the Consortium and their potential co-investors as one potential counterparty), including four potential strategic partners and six potential financial sponsors. One potential strategic partner that had executed a non-disclosure agreement withdrew from the process prior to attending a management presentation.

On April 6, 2022, at the request of the Consortium, Zendesk agreed to allow a limited partner of a member of the Consortium to join the Consortium as an additional source of equity financing (which we refer to as “Significant LP Co-Investor A”), based on its belief that such additional equity financing source would increase the likelihood of an actionable bid to acquire Zendesk.

On April 7, 2022, Zendesk management opened an electronic data room with additional due diligence information and began providing access to the 10 potential counterparties that had entered into non-disclosure agreements with Zendesk (including and counting the members of the Consortium and their potential co-investors as one counterparty). The potential counterparties were also given the opportunity to spend additional time with representatives of Zendesk management as part of their ongoing diligence.

Also on April 7, 2022, Mr. Carl Bass, the lead independent director of Zendesk, Ms. Hilarie Koplow-McAdams, an independent director of Zendesk, and members of Zendesk management met with representatives of JANA Partners to discuss the then current proxy contest. During the discussion, the JANA Partners representatives noted that they were primarily focused on a change in board composition of Zendesk, or alternatively, a sale of Zendesk. When asked whether JANA Partners had expectations regarding the value of a potential sale transaction, the representatives of JANA Partners noted that they did not have a specific expectation but would generally defer to a value that was reached through a comprehensive sale process.

On or around April 12, 2022, a representative of the Consortium met with Mikkel Svane, the CEO of Zendesk, to discuss the potential transaction between the Consortium and Zendesk.

At a meeting held on April 13, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed and reviewed an update on the strategic review process, including meetings with representatives of Zendesk management and other discussions that had taken place with the potential counterparties in the process and the perceived level of interest of each party, as well as the strategic parties and financial sponsors that had indicated that they would not be interested in pursuing a potential transaction. The Board of Directors also discussed and reviewed the potential proxy contest with JANA Partners, and continued this discussion at a meeting attended by members of the Board of Directors and a representative of Wachtell Lipton on April 15, 2022.

On April 14, 2022, at the request of a financial sponsor (which we refer to as “Bidder 2”), Zendesk agreed to allow a limited partner of Bidder 2 to join Bidder 2 as an additional source of equity financing, based on its belief that such additional equity financing source would increase the likelihood of an actionable bid to acquire Zendesk.

On April 18, 2022, representatives of Qatalyst Partners sent a process letter to each of the counterparties that had entered into non-disclosure agreements with Zendesk, requesting preliminary indications of interest by May 5, 2022.

Also the same day, Bloomberg published an after-hours report that Zendesk was working with Qatalyst Partners and exploring a potential sale, with the stock price closing on April 19, 2022 at $129.12 per share, an increase of approximately 6.1% as compared to the closing price on April 18, 2022 of $121.69.

Between April 18, 2022 and April 19, 2022, a summary of financial performance for the first quarter of 2022 and a long-range plan for Zendesk through calendar year 2025 that had been prepared by Zendesk’s management, as further described in the section of this proxy statement entitled “—Certain Financial Projections—March 2022 Case,” was provided to the potential counterparties via the electronic data room. Zendesk achieved revenue of $388.3 million, representing year-over-year growth of approximately 30% and outperformance relative to the analyst consensus by approximately 1%, and Annual Recurring Revenue of $1,535 million, representing year-over-year growth of approximately 30%. However, Zendesk recorded gross bookings of $136.0 million, representing year-over-year growth of only approximately 6%, which fell below the internal outlook of $159.3 million by 15%, and recorded net bookings of $86.6 million, representing year-over-year growth of only approximately 4%, which fell below the internal outlook of $104.3 million by 17%.

On April 19, 2022, at the request of the Consortium, Zendesk agreed to allow a limited partner of a member of the Consortium to join the Consortium as an additional source of equity financing (which we refer to as “Significant LP Co-Investor B”), based on its belief that such additional equity financing source would increase the likelihood of an actionable bid to acquire Zendesk.

At meetings held on April 20, 2022 and April 26, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed an update on the strategic review process, including meetings with representatives of Zendesk management and other discussions that had taken place with the potential counterparties in the process and the perceived level of interest of each remaining party, as well as the additional strategic parties and financial sponsors that had indicated that they would not be interested in pursuing a potential transaction. The Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, also discussed potential alternatives to a sale of Zendesk, as well as updates on recent engagement with its stockholders, including JANA Partners.

On May 2, 2022, at the request of the Consortium, Zendesk agreed to allow a limited partner of a member of the Consortium (which we refer to as “Significant LP Co-Investor C”) to join the Consortium as an additional source of equity financing, based on its belief that such additional equity financing source would increase the likelihood of an actionable bid to acquire Zendesk.

On May 3, 2022, at the request of Bidder 2, Zendesk agreed to allow a limited partner of Bidder 2 to join Bidder 2 as an additional source of equity financing, based on its belief that such additional equity financing source would increase the likelihood of an actionable bid to acquire Zendesk.

On May 4, 2022, prior to the initial deadline for preliminary indications of interest, representatives of Qatalyst Partners provided to each of the remaining potential bidders in the strategic review process an updated long-range plan for Zendesk through calendar year 2025 that had been prepared by Zendesk management primarily reflecting certain changes to the long-range plan previously provided to the bidders, as further described in the section of this proxy statement entitled “—Certain Financial Projections—March 2022 Case.”

On May 5, 2022, two potential financial counterparties submitted preliminary indications of interest to acquire Zendesk for cash: the Consortium, which indicated a price of $120.00 per share of Zendesk common stock, and Bidder 2, which indicated a price range of $125.00 to $135.00 per share of Zendesk common stock. In making its submission, the Consortium noted that (a) its bid remained subject to completion of diligence and (b) the market had corrected dramatically since submitting its preliminary nonbinding proposal on February 7, 2022, and that if Zendesk were trading in line with comparable companies and the NASDAQ as a whole and without the impact of speculation regarding a potential acquisition of Zendesk, it would be trading in the range of $75.00 to $88.00 per share. In making its submission, Bidder 2 cited market uncertainty and concerns about business momentum, in light of Zendesk’s performance in the first quarter of 2022, for providing an indication as a range. Bidder 2 also referenced the impact of speculation regarding a potential acquisition on Zendesk’s then current share price and noted that it believed a share price of $95.11 per share based on the last closing price of Zendesk common stock on November 29, 2021, prior to activism by JANA Partners, as being more representative of the unaffected Zendesk share price. On May 5, 2022, the closing price of Zendesk common stock was $117.73 per share. Since October 28, 2021, the date of the announcement of the Momentive Transaction, the NASDAQ Composite Index had declined approximately 20%, the IGV ETF had declined approximately 32% and the BVP Emerging Cloud Index had declined approximately 47%.

At a meeting held on May 6, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed and reviewed the preliminary indications of interest received from the Consortium and Bidder 2. Representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton discussed and reviewed with the Board of Directors the terms and conditions of the indications of interest, discussing with the Board of Directors the key assumptions underlying the indicative valuations included in the preliminary indications of interest, proposed financing plans, timing of required internal and external approvals, as well as diligence requests made by the potential counterparties. Representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton also provided the Board of Directors with a possible outline for the next stages of the strategic review process with the potential counterparties, including the scheduling of additional diligence sessions, as well as the timing for preparation and negotiation of definitive transaction documents with respect to a potential transaction. Following discussion and deliberation, the Board of Directors authorized Zendesk’s advisors, working with Zendesk management, to proceed with the process of exploring a potential sale of Zendesk, permit access to additional diligence materials on Zendesk for each of the Consortium and Bidder 2 and schedule additional diligence sessions with representatives of each of the Consortium and Bidder 2.

Between May 7, 2022 and May 8, 2022, representatives of Qatalyst Partners had multiple discussions with representatives of the Consortium and provided guidance to the Consortium that they would need to improve their proposed price of $120.00 per share.

On May 9, 2022, representatives of the Consortium contacted representatives of Qatalyst Partners to inform them that Financial Sponsor A had withdrawn from the bidding group for a range of reasons, including that Financial Sponsor A was concerned with worsening market conditions and volatility as well as the inflated nature of Zendesk’s trading price. Representatives of the Consortium informed Qatalyst Partners that they were working to secure additional equity financing to enable them to continue in the strategic review process. On May 9, 2022, the closing price of Zendesk common stock was $99.14 per share.

Between May 9, 2022 and May 24, 2022, representatives of the Consortium and representatives of Zendesk had multiple meetings to discuss certain confirmatory due diligence matters, including among other things Zendesk’s product offering and environment, cybersecurity and risk management, accounting, tax matters, legal matters, HR matters and financial matters (including business momentum).

Between May 10, 2022 and May 17, 2022, representatives of Bidder 2 and representatives of Zendesk had multiple meetings to discuss certain confirmatory due diligence matters, including among other things Zendesk’s product offering and environment, cybersecurity and data privacy, accounting, legal matters, tax matters and financial matters (including business momentum).

On May 11, 2022, Zendesk circulated a form of merger agreement to the Consortium and Bidder 2, and instructed the bidders to contact Wachtell Lipton with any questions.

Also on May 11, 2022, representatives of the Consortium and Mr. Svane met to discuss, among other things, Zendesk’s business and growth opportunities.

On May 13, 2022, at the request of the Consortium, Zendesk agreed to allow two additional financial sponsors to join the Consortium as additional sources of equity financing (which we refer to respectively as “Financial Sponsor B” and “Financial Sponsor C”), based on its belief that such partnering would increase the likelihood of an actionable bid to acquire Zendesk.

Also on May 13, 2022, Zendesk provided an update on its business momentum in April 2022 to the Consortium and Bidder 2. In April 2022, Zendesk recorded gross bookings of $34.6 million, representing a year-over-year decline of approximately 7%, which fell below the internal outlook of $42.7 million by 19%, and net bookings of $16.5 million, representing a year-over-year decline of approximately 13%, which fell below the internal outlook of $20.8 million by 20%. In light of business momentum worsening relative to performance in the first quarter of 2022, both the Consortium and Bidder 2 requested additional diligence information and management time to better understand underlying business trends.

Also on May 13, 2022, a representative of the Consortium met with Mr. Svane to discuss the potential transaction between the Consortium and Zendesk.

On May 16, 2022, to address Bidder 2’s concerns around Zendesk’s business momentum, Mr. Svane met with the CEO of Bidder 2 to discuss underlying trends driving Zendesk’s then current business momentum and implications for the long-term financial prospects of Zendesk’s business.

Also on May 16, 2022, representatives of Qatalyst Partners sent a process letter to each of the Consortium and Bidder 2, requesting final, binding proposals by May 25, 2022.

At a meeting on May 18, 2022, the Board of Directors, together with Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed an update on the strategic review process, including the diligence process undertaken over the past several weeks by the Consortium and Bidder 2, the status of the parties’ financing efforts and then current market conditions. The same day, the Consortium spent additional time with representatives of Zendesk management discussing bookings trends to address concerns around underlying business momentum.

On May 21, 2022, outside counsel to Bidder 2 submitted a markup of the merger agreement and forms of limited guaranty and equity commitment letter to representatives of Wachtell Lipton and, on May 23, 2022,

representatives of Wachtell Lipton provided preliminary feedback on the merger agreement to Bidder 2’s outside counsel, including with respect to the regulatory efforts standard reflected in Bidder 2’s markup of the merger agreement as well as the proposed termination fee to be paid by Bidder 2 to Zendesk in certain circumstances.

On May 23, 2022, representatives of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Consortium, which we refer to as “Fried Frank,” submitted a markup of the merger agreement and related disclosure schedules to representatives of Wachtell Lipton which proposed a reverse termination fee equal to 4% of Zendesk’s equity value payable by the Consortium to Zendesk under certain circumstances and, on May 24, 2022, representatives of Wachtell Lipton provided preliminary feedback on the merger agreement to representatives of Fried Frank, including with respect to the regulatory efforts standard reflected in the Consortium’s markup of the merger agreement as well as the proposed termination fee to be paid by the Consortium to Zendesk in certain circumstances.

On May 24, 2022, representatives of the Consortium contacted representatives of Qatalyst Partners to inform them that Significant LP Co-Investor A, Financial Sponsor B and Financial Sponsor C had withdrawn from the bidding group for a range of reasons, including concerns with the declining business momentum of Zendesk, persistent and potentially worsening market conditions and volatility as well as the inflated nature of Zendesk’s trading price. As a result, the Consortium had not yet arranged all the equity financing required to submit a nonbinding proposal and they inquired whether Qatalyst Partners could partner them with other potential equity financing sources involved in the strategic review process. They also indicated that, in light of recent declines in the valuations of comparable companies and deteriorating business momentum of Zendesk, they had lowered the value they believed they might be prepared to offer to $96.00 per share of Zendesk common stock. On May 24, 2022, the closing price of Zendesk common stock was $88.18 per share.

On May 25, 2022, representatives of Bidder 2 confirmed that they would not be able to submit a proposal that day but were continuing to work on a potential proposal. The closing price of Zendesk common stock was $92.19 per share, a 22% decline relative to the closing price on May 5, 2022, the date initial indications of interest were requested. Also, since October 28, 2021, the date of the announcement of the Momentive Transaction, the NASDAQ Composite Index had declined approximately 26%, the IGV ETF had declined approximately 37% and the BVP Emerging Cloud Index had declined approximately 54%.

On May 26, 2022, representatives of Bidder 2 contacted representatives of Qatalyst Partners and communicated that in light of declining valuations of comparable companies, ongoing market uncertainty and deteriorating business momentum of Zendesk, they would not be able to submit a proposal within or close to their previously indicated range. They indicated verbally that they may be able to offer as high as $110.00 per share of Zendesk common stock but would require several additional weeks to secure the necessary equity financing.

Later the same day, Bidder 2 submitted a nonbinding proposal, together with a markup of the merger agreement and related disclosure schedules, along with forms of limited guaranty, equity commitment letter and debt commitment letter, to acquire Zendesk for cash at a price of $110.00 per share of Zendesk common stock. The nonbinding proposal remained subject to the negotiation of definitive transaction documents and additional diligence regarding the deteriorating business momentum of Zendesk, and Bidder 2 requested an additional 10 business days to finalize equity commitments.

At a meeting on May 27, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed an update on the strategic review process, including the challenges both bidders were having securing financing and maintaining valuations in light of recent market declines and the deteriorating business momentum of Zendesk. Representatives of Qatalyst Partners updated the Board of Directors that representatives of the Consortium had informed representatives of Qatalyst Partners that the Consortium did not have the equity financing necessary to submit a final proposal to acquire Zendesk. Representatives of Qatalyst Partners then summarized the nonbinding proposal that had been submitted by Bidder 2, but noted that Bidder 2 had informed representatives of Qatalyst Partners that it had not yet arranged all the equity financing required for the nonbinding proposal and had requested an additional 10 business days to attempt to finalize equity commitments. Representatives of Qatalyst Partners and Goldman Sachs then discussed Zendesk’s long- and short-term trading performance, hypothetical unaffected stock price, and an updated financial analysis of Zendesk. The Board of Directors discussed the uncertainty

surrounding Bidder 2’s ability to secure equity financing necessary for its proposal and whether a higher price could be obtained in the then current market. Following further discussion, the Board of Directors agreed to continue discussion of the nonbinding proposal and the potential response at a meeting the following day.

Also on May 27, 2022, representatives of Qatalyst Partners communicated to representatives of the Consortium that the Board of Directors would consider any actionable proposal, but until such time (i) would cease to engage with the Consortium because it had failed to deliver an actionable proposal and (ii) was focused on actionable proposals from other potential counterparties.

At a meeting on May 28, 2022, the Board of Directors, together with members of Zendesk management and representatives of Wachtell Lipton, continued its discussion and review of Bidder 2’s nonbinding proposal to acquire Zendesk, including the fact that Bidder 2 did not have sufficient equity financing and had requested an additional 10 business days to attempt to secure the necessary equity commitments, and the impact of the strategic review process, and the related uncertainty, on Zendesk’s operations, management and other employees. Representatives of Wachtell Lipton discussed with the Board of Directors its fiduciary duties under Delaware law in connection with the strategic review process and the Board of Directors’ evaluation of Bidder 2’s nonbinding proposal. Following discussion, the Board of Directors determined to instruct representatives of Qatalyst Partners to engage with Bidder 2 in an effort to improve on the proposed price to $115.00 per share and to set a timeline to arrange the necessary equity financing for its proposal and reach a definitive agreement with respect to the proposal.

Also on May 28, 2022, representatives of Qatalyst Partners provided guidance to Bidder 2 that they would need to improve their proposed price to $115.00 per share.

On June 1, 2022, representatives of Bidder 2 indicated to representatives of Qatalyst Partners that they were not able to offer $115.00 per share and suggested that they would only be able to transact somewhere between the then current share price of Zendesk common stock (the closing price of Zendesk common stock on June 1, 2022 was $90.12) and $100.00 per share, but that even at that price range, deteriorating market conditions and volatility were causing the internal processes for limited partners to secure equity commitments to be extended as their internal committees requested additional work and time for review.

On June 5, 2022, representatives of the Consortium inquired whether Qatalyst Partners could partner them with other potential equity financing sources involved in the process. No other bidders beyond the Consortium and Bidder 2 remained actively engaged in the process after that point. In response to this request and after receiving approval from Zendesk, Qatalyst Partners inquired whether Bidder 2 would be willing to consider a partnership with a consortium of potential financial sponsors involved in the process to acquire Zendesk. Bidder 2 stated that it was unwilling to do so, citing, among other things, the complexities in any such arrangement.

At a meeting held on June 6, 2022, the Board of Directors discussed, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, the fact that Bidder 2 had communicated to representatives of Qatalyst Partners that despite its efforts it was not able to secure the financing required for a bid at $110.00 per share, citing deteriorating business momentum of Zendesk, adverse market conditions and difficulties in securing financing to fully finance the bid and that the price would need to be in the range of $90.00 to $100.00 per share for Bidder 2 to be able to transact, and that even at the lower range, Bidder 2 would still need to do additional work to secure the necessary financing. Following discussion, the Board of Directors considered whether to continue the strategic review process or proceed as a standalone entity. It considered, among other things, that despite extending the strategic review process to provide interested counterparties additional time and access to attempt to secure sufficient financing, no actionable proposals had been submitted, as well as the impact on Zendesk of the prolonged strategic review process and the resulting uncertainty. The Board of Directors unanimously determined that continuing to execute on Zendesk’s strategic plan as a standalone public company would be in the best interests of Zendesk and its stockholders at that point in time. The Board of Directors also unanimously determined that, in light of the disruptive impact of the market rumors on Zendesk’s business, Zendesk should publicly announce that it had completed a strategic review process and had determined to remain independent. At a second meeting held later on June 6, 2022, the Board of Directors further discussed, together with members of Zendesk management and representatives of Qatalyst Partners and Wachtell Lipton, potential engagement with JANA Partners in light of the potential public announcement of the termination of the strategic review process. Following discussion, the Board of Directors

authorized representatives of Wachtell Lipton to engage with outside counsel for JANA Partners to discuss a potential limited-duration non-disclosure agreement to allow Zendesk to inform JANA Partners of its intention to announce that it had conducted and completed a strategic review process that did not produce any actionable offers and that Zendesk would be scheduling its 2022 annual meeting of stockholders, and to discuss potential settlement proposals with JANA Partners. Representatives of Wachtell Lipton engaged with outside counsel for JANA Partners after the meeting.

On June 7, 2022, a representative of JANA Partners’ outside counsel contacted representatives from Wachtell Lipton to express that JANA Partners was not willing to sign a limited duration non-disclosure agreement for the purpose of having discussions with Zendesk. On June 8, 2022, JANA Partners issued a press release announcing its intention to sue Zendesk to compel Zendesk to schedule the 2022 annual meeting of stockholders.

On June 8, 2022, representatives of the Consortium notified representatives of Qatalyst Partners that they continued to be interested in pursuing an acquisition of Zendesk and that they believed they may be able to secure the necessary financing if given a few days and subject to completion of confirmatory diligence.

At a meeting later on June 8, 2022, the Board of Directors discussed again, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, the absence of any actionable proposals to acquire Zendesk, the possibility that, if given more time, the Consortium or Bidder 2 might submit an actionable proposal, the difficulties the bidders had experienced in securing financing and maintaining valuations throughout the process despite the Board of Directors extending the process on multiple occasions, the impact that publicly terminating the strategic review process may have on Zendesk’s share price and the impact on Zendesk of the prolonged strategic review process and the continued uncertainty on Zendesk’s business, operations and employee morale. Following this discussion, the Board of Directors authorized the release of a public announcement that the Board of Directors had conducted and completed a comprehensive review of strategic alternatives aimed at enhancing stockholder value, with the assistance of its financial and legal advisors, and had determined to remain independent in light of the results of the strategic review process.

Also on June 8, 2022, CNBC reported that Zendesk had terminated the previously rumored sale process. The closing price of Zendesk common stock declined to $80.52 per share, approximately 7% lower than the closing price on June 7, 2022.

On June 9, 2022, Zendesk issued the contemplated press release, disclosing that Zendesk and its advisors had solicited interest from a wide range of potential strategic partners and financial sponsors regarding a potential sale of Zendesk, that no actionable proposals had been submitted and that the Board of Directors had unanimously determined that continuing to execute on Zendesk’s strategic plan as a standalone public company would be in the best interests of Zendesk and its stockholders at that time. The press release also announced that Zendesk’s 2022 annual meeting of stockholders would be held on August 17, 2022. The day after the issuance of the press release, Zendesk’s closing stock price declined to $69.04 per share, approximately 14% lower than the closing price on June 8, 2022.

On June 10, 2022, Zendesk’s closing stock price declined further to $64.97 per share, approximately 6% lower than the closing price on June 9, 2022.

At a meeting held on June 11, 2022, the Board of Directors authorized the commencement of settlement discussions with JANA Partners to seek to settle JANA Partners’ announced proxy fight. Over the course of the next several days, members of the Board of Directors and representatives of Qatalyst Partners and Wachtell Lipton had discussions with representatives of JANA Partners and their outside counsel with respect to a potential settlement.

On June 13, 2022, Zendesk’s closing stock price declined further to $59.96 per share, approximately 8% lower than the closing price on June 10, 2022.

On June 14, 2022, representatives of the Consortium contacted representatives of Qatalyst Partners to express renewed interest in submitting a proposal to acquire Zendesk, subject to receipt of additional due diligence, including on actual results for gross and net bookings for May 2022 and an update on Zendesk’s overall business momentum. That same day, a representative of the Consortium verbally indicated to representatives of Qatalyst Partners that he believed such proposal could be as high as $82.00 per share, if actual

results for May 2022 were in line with their expectations and subject to satisfactory responses to certain other confirmatory due diligence items. Following the outreach from the Consortium, representatives of Qatalyst Partners reached out to Bidder 2 to inquire whether it had any interest in a renewed bid for Zendesk. Bidder 2 stated that it would also need to understand actual results for gross and net bookings for May 2022 and receive an update on Zendesk’s overall business momentum, and that it would need to see improvement in these trends relative to the prior months to support the submission of a proposal. On June 14, 2022, Zendesk’s share price declined further to $57.04 per share, approximately 5% lower than the closing price on June 13, 2022.

On June 15, 2022, representatives of Qatalyst Partners provided actual gross and net bookings for May 2022, which indicated weaker business momentum than in prior months, as well as an updated view of expected gross and net bookings for June 2022, to representatives of the Consortium and representatives of Bidder 2. In May 2022, Zendesk recorded gross bookings of $35.7 million, representing a year-over-year decline of approximately 16%, which fell below the internal outlook of $51.6 million by 31%, and net bookings of $16.8 million, representing a year-over-year decline of approximately 36%, which fell below the internal outlook of $32.2 million by 48%.

Later, at a meeting on June 15, 2022, the Board of Directors discussed, together with members of Zendesk management and representatives of Qatalyst Partners and Wachtell Lipton, the outreach by representatives of the Consortium and the expectation that the Consortium would be submitting a revised proposal to acquire Zendesk. Members of Zendesk management discussed the then current economic environment and financial forecast, including the negative trends in gross and net bookings being experienced by Zendesk. The Board of Directors also discussed with members of Zendesk management and the advisors the potential terms of a settlement with JANA Partners.

On June 16, 2022, Zendesk’s share price declined further to $54.53 per share, approximately 4% lower than the closing price on June 14, 2022.

On June 17, 2022, representatives of Qatalyst Partners received a nonbinding proposal from the Consortium offering to acquire 100% of the common stock of Zendesk for a price of $75.50 per share, subject to limited confirmatory due diligence and the negotiation of definitive transaction documents, along with an updated markup of the draft merger agreement and disclosure schedules (which we refer to as the “June 17 Proposal”). The draft merger agreement, reflected, among other things, a proposed reverse termination fee equal to 4% of Zendesk’s equity value payable by the Consortium to Zendesk under certain circumstances (consistent with the draft of the merger agreement submitted by Fried Frank on May 23, 2022). Along with the June 17 Proposal, the Consortium submitted a markup of the related disclosure schedules, executed debt and preferred equity commitment letters and forms of equity commitment letters and fee funding agreements. As part of the June 17 Proposal, the Consortium informed Zendesk that Significant LP Co-Investor B and Significant LP Co-Investor C would be increasing their commitments and investing alongside the Consortium. During a conversation with representatives of the Consortium, such representatives indicated that they had lowered the price at which they were willing to transact in light of the actual gross and net bookings results for May 2022, which were weaker than they had expected, and the continued deterioration in business momentum at Zendesk. On June 17, 2022, the closing price of Zendesk common stock was $55.87 per share, approximately 30% lower than the closing price on June 8, 2022 (since October 28, 2021, the date of the announcement of the Momentive Transaction, the NASDAQ Composite Index had declined approximately 31%, the IGV ETF had declined approximately 40%, the BVP Emerging Cloud Index had declined approximately 56% and the Zendesk share price had declined approximately 53%).

Following receipt of the June 17 Proposal and after consultation with members of the Board of Directors, representatives of Zendesk proposed a limited duration confidentiality agreement with JANA Partners to disclose to JANA Partners the June 17 Proposal in the context of settlement discussions with JANA Partners. JANA Partners agreed to enter into a limited duration confidentiality agreement on June 18, 2022.

On the morning of June 19, 2022, Mr. Bass and a representative of Wachtell Lipton met with representatives from JANA Partners, to discuss the June 17 Proposal pursuant to the confidentiality agreement entered into between Zendesk and JANA Partners. The representatives of JANA Partners expressed support for Zendesk being open to the proposed transaction and attempting to engage with the Consortium in an effort to see if it were possible to improve on the proposed price.

At a meeting later on June 19, 2022, the Board of Directors, together with representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, discussed and reviewed the status of settlement discussions with JANA Partners and Mr. Bass’s conversation with representatives of JANA Partners, as well as the June 17 Proposal as compared to continuing to operate Zendesk on a standalone basis. Representatives of Qatalyst Partners summarized the terms and conditions of the June 17 Proposal, discussing with the Board of Directors the key assumptions underlying the indicative valuations included in the June 17 Proposal, proposed financing plans as well as the confirmatory diligence requests made by the Consortium. Representatives of Qatalyst Partners and Wachtell Lipton also provided the Board of Directors with a potential timeline for a transaction with the Consortium, should the Board of Directors determine to consider the June 17 Proposal. Members of Zendesk management discussed with the Board of Directors the work that Zendesk management had commenced to update Zendesk’s long-range plan to account for the significant changes in economic conditions and negative trends in gross and net bookings for Zendesk and deterioration in business momentum that deviated materially from the assumptions underlying the March 2022 Case. Following discussion and deliberation, the Board of Directors instructed representatives of Qatalyst Partners to engage with the Consortium in an effort to improve on the proposed price and authorized representatives of Wachtell Lipton, working with Zendesk management, to proceed with negotiating definitive transaction documents with the Consortium with respect to a potential transaction.

Between June 17, 2022, and June 23, 2022, representatives of Qatalyst Partners had multiple conversations with representatives of Bidder 2 regarding whether they had secured the necessary equity financing and whether they planned to submit a proposal to acquire Zendesk. The conclusion of these conversations was that, in light of ongoing concerns around business momentum, Bidder 2 would not be prepared to submit a proposal without seeing actual gross and net bookings data for June 2022 and assurances that business momentum was improving.

On June 20, 2022, Mr. Svane and Mr. John Geschke, the Chief of Staff of Zendesk, met with representatives of the Consortium to discuss negative trends in gross and net bookings for May 2022, business momentum trends and forecasts for the second quarter of 2022 as well as possible adjustments to Zendesk’s cost structure to reflect changes in the macroeconomic outlook and business momentum.

Following several discussions among representatives of Qatalyst Partners and the Consortium, on June 21, 2022, the Consortium submitted a “best and final” proposal to acquire 100% of the common stock of Zendesk for a price of $77.50 per share, subject to limited confirmatory due diligence and the negotiation of definitive transaction documents (which we refer to as the “June 21 Proposal”). Along with the June 21 Proposal, the Consortium submitted executed debt and preferred equity commitment letters as well as forms of equity commitment letters and fee funding agreements. Following the receipt of the June 21 Proposal, representatives of Qatalyst Partners reached out to Bidder 2 again to inquire whether there was any interest in a renewed bid for Zendesk, and Bidder 2 re-confirmed that it was not willing to submit a proposal, again citing concerns over the negative business momentum of Zendesk and challenges relating to the overall economic environment, among other factors. On June 21, 2022, the closing price of Zendesk common stock was $56.04 per share (since October 28, 2021, the date of the announcement of the Momentive Transaction, the NASDAQ Composite Index had declined approximately 28%, the IGV ETF had declined approximately 39%, the BVP Emerging Cloud Index had declined approximately 55% and the Zendesk share price had declined approximately 53%).

On June 21, 2022, representatives of Wachtell Lipton sent representatives of Fried Frank a revised draft of the merger agreement, and thereafter the parties continued to exchange drafts of the merger agreement and the ancillary agreements through their respective legal advisors, and representatives of Wachtell Lipton and Fried Frank continued to discuss the open issues in these agreements, including issues relating to the amount of the termination fee payable by the Consortium to Zendesk in certain circumstances, the treatment of equity awards and other employee matters, restrictions on the operations of Zendesk between signing and closing and the remedies available to the parties (including the right to specific performance and damages in certain circumstances).

On June 21 and 22, 2022, representatives of Qatalyst Partners spoke further with representatives of JANA Partners to apprise them of developments with respect to the proposed transaction, including the June 21 Proposal, and to understand JANA Partners’ perspectives, including the Consortium having indicated its updated

proposed price was “best and final” and Bidder 2 having indicated it would not be submitting a bid. Representatives of JANA Partners indicated that JANA Partners would not oppose a transaction at $77.50 per share and indicated that it would expect to terminate its proxy contest upon an announcement of such a transaction.

On June 22, 2022, the Board of Directors held a meeting, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, to discuss the status of negotiations with the Consortium. Representatives of Qatalyst Partners updated the Board of Directors on discussions with representatives of the Consortium, noting that representatives of the Consortium had reiterated to representatives of Qatalyst Partners that $77.50 was their “best and final” offer. Members of Zendesk management also presented an updated operating plan for Zendesk for the year ending December 31, 2022, along with an updated 2031 long-range plan for Zendesk (which we define as the “June 2022 Case” in the section of this proxy statement entitled “—Certain Financial Projections”) in light of the changes in the internal and external business environment, including below-expectation actual gross and net bookings for the months of April and May 2022, challenges to Zendesk’s performance resulting from elevated levels of attrition in critical sales functions and employee distraction as well as significant changes in economic conditions facing Zendesk and its industry more generally, including increased risk of recession, persistent high inflation and the impact of macroeconomic headwinds on Zendesk’s customer segments. Representatives of Qatalyst Partners and Goldman Sachs reviewed with the Board of Directors their financial analyses with respect to Zendesk based on Zendesk management’s projections. Representatives of Wachtell Lipton then provided the Board of Directors with an overview of the material open issues in the draft merger agreement and financing documents, including the acquiror termination fee of approximately 4% of Zendesk’s equity value proposed by the Consortium, the regulatory approvals that would be required in connection with a transaction and the obligations of the parties in the draft transaction documents related to such regulatory efforts. Following discussion, the Board of Directors authorized the advisors to move forward to seek to finalize proposed definitive agreements for a transaction at the $77.50 per share cash price.

On June 23, 2022, representatives of Fried Frank sent representatives of Wachtell Lipton a revised draft of the merger agreement which proposed, among other things, a reverse termination fee payable to Zendesk under certain circumstances of approximately 5% of Zendesk’s equity value (an increase of 1% from the prior draft of merger agreement submitted by the Consortium).

Thereafter, on June 23, 2022, representatives of Fried Frank and representatives of Wachtell Lipton met via conference call to discuss the draft of merger agreement submitted by representatives of Fried Frank to representatives of Wachtell Lipton. Representatives of Fried Frank noted to representatives of Wachtell Lipton that a reverse termination fee of approximately 6% of Zendesk’s equity value payable by the Consortium under certain circumstances would be acceptable to the Consortium if Zendesk accepted the Consortium’s proposals on certain other matters. Representatives of Wachtell Lipton indicated that this proposal may be acceptable to Zendesk.

On June 23, 2022, the Board of Directors, together with members of Zendesk management and representatives of Qatalyst Partners, Goldman Sachs and Wachtell Lipton, held a meeting to discuss and consider whether to approve entry into definitive transaction documents providing for a merger of Zendesk with and into an affiliate of the Consortium. Representatives of Wachtell Lipton reviewed with the Board of Directors its fiduciary duties under Delaware law in connection with a potential sale of Zendesk. Members of Zendesk management discussed the June 2022 Case that had been previously provided to the Board of Directors, and the Board of Directors approved its use by Zendesk’s financial advisors in connection with their analyses of the potential transaction. Representatives of Qatalyst Partners and Goldman Sachs reviewed and discussed their respective financial analyses regarding the proposed Merger Consideration of $77.50 per share in cash. Thereafter, at the request of the Board of Directors, representatives of Qatalyst Partners rendered Qatalyst Partners’ oral opinion, which was subsequently confirmed by delivery of a written opinion, to the Board of Directors that, as of the date of such opinion, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zendesk common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders, as further described in the section of this proxy statement entitled “—Opinion of Qatalyst Partners LP.” Representatives of Goldman Sachs, at the request of the Board of Directors, then rendered Goldman Sachs’ oral opinion to the

Board of Directors, subsequently confirmed in writing on June 24, 2022, to the effect that, as of June 24, 2022, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the $77.50 in cash per share of Zendesk common stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement was fair, from a financial point of view, to such holders as further described in the section of this proxy statement entitled “—Opinion of Goldman Sachs & Co. LLC.”

On June 23, 2022, the closing price of Zendesk common stock was $57.95 per share (since October 28, 2021, the date of the announcement of the Momentive Transaction, the NASDAQ Composite Index had declined approximately 27%, the IGV ETF had declined approximately 36%, the BVP Emerging Cloud Index had declined approximately 52% and the Zendesk share price had declined approximately 51%).

Representatives of Wachtell Lipton then summarized the terms of the proposed merger agreement and financing documents compared to the terms previously reviewed, including a reverse termination fee of approximately 6% of Zendesk’s equity value payable by the Consortium under certain circumstances, the regulatory approvals that would be required in connection with the transaction and the obligations of the parties in the proposed transaction documents related to such regulatory efforts. Representatives of Wachtell Lipton also provided a summary of a proposed retention equity award and severance program to promote the retention of certain key employees during the pendency of a transaction. Following discussion, the members of the Board of Directors and the compensation committee of the Board of Directors approved the proposed compensation arrangements. After discussion, the Board of Directors directed representatives of Wachtell Lipton to discuss with JANA Partners the potential imminent entry by Zendesk into definitive agreements with respect to a sale of Zendesk and determine whether JANA Partners would be prepared to enter into an agreement to withdraw its nominations. The Board of Directors recessed the meeting and representatives of Wachtell Lipton contacted counsel for JANA Partners, who expressed JANA Partners’ willingness to agree to withdraw its director nomination notice effective as of 5:00 p.m. on June 24, 2022 if Zendesk were to announce an agreement for a sale of Zendesk at the $77.50 per share cash price no later than the opening of market on June 24, 2022.

Thereafter, on June 23, 2022, the Board of Directors reconvened. Following further discussion and deliberation, including taking into account the factors described below in greater detail in the section of this proxy statement entitled “—Recommendation of the Board of Directors and Reasons for the Merger,” the Board of Directors unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Zendesk and its stockholders; (b) approved the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement; (c) resolved to recommend that Zendesk stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Zendesk stockholders at the Special Meeting.

Following the meeting of the Board of Directors, representatives of the parties executed the Merger Agreement and the other transaction documents early on June 24, 2022. Before the opening of market on June 24, 2022, the parties issued a press release announcing the transaction.

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Zendesk and its stockholders; (b) approved the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) resolved to recommend that Zendesk stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Zendesk stockholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

In evaluating the Merger, the Board of Directors consulted with independent legal and financial advisors, as well as Zendesk management, and considered a number of factors that supported its decision to approve the Merger Agreement and the Merger (not necessarily in order of relative importance), including the following:

In the course of their deliberations, the Board of Directors also considered certain risks and other potentially negative factors concerning the Merger, including:

The Board of Directors concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

In addition to considering the factors described above, the Board of Directors also considered that some of Zendesk’s directors and executive officers have interests that may be different from, or in addition to, the interests of Zendesk stockholders generally. The Board of Directors was aware of these interests and considered them at the time it approved the Merger Agreement and made its recommendation to Zendesk stockholders. For more information, please see the section of this proxy statement entitled “—Interests of Zendesk’s Executive Officers and Directors in the Merger.” The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive, but includes the material positive and negative factors considered by the Board of Directors. In view of the wide variety of factors considered in connection with its evaluation of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board of Directors did not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board of Directors based its unanimous recommendation on the totality of the information presented, including the factors described above. This explanation of the reasoning of the Board of Directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Forward-Looking Statements.”

Zendesk retained Qatalyst Partners to act as one of its financial advisors in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zendesk common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Zendesk selected Qatalyst Partners to act as Zendesk’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Zendesk and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board of Directors on June 23, 2022, Qatalyst Partners rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zendesk common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated June 23, 2022, to the Board of Directors following the meeting of the Board of Directors.

The full text of Qatalyst Partners’ written opinion, dated June 23, 2022, is attached hereto as Annex B and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. The holders of Zendesk common stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board of Directors and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zendesk common stock (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation as to how any holder of shares of Zendesk common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which Zendesk common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement, certain related documents and certain publicly available financial statements and other business and financial information of Zendesk. Qatalyst Partners also reviewed the June 2022 Case prepared by Zendesk management, described in the section of this proxy statement entitled “—Certain Financial Projections.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Zendesk with senior

management of Zendesk. Qatalyst Partners also reviewed the historical market prices and trading activity for Zendesk common stock and compared the financial performance of Zendesk and the prices and trading activity of Zendesk common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Zendesk. With respect to the June 2022 Case, Qatalyst Partners was advised by Zendesk management, and Qatalyst Partners assumed based on discussions with Zendesk management and the Board of Directors, that the June 2022 Case had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Zendesk management of the future financial performance of Zendesk and other matters covered thereby. Qatalyst Partners assumed that the terms of the draft Merger Agreement reviewed by Qatalyst Partners would not differ materially from the final executed Merger Agreement, and that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Zendesk or the contemplated benefits expected to be derived in the Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Zendesk or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of Zendesk management as to the existing and future technology and products of Zendesk and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Zendesk to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Zendesk. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zendesk common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Zendesk or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated June 23, 2022. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the June 2022 Case, described in the section of this proxy statement entitled “—Certain Financial Projections.” Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Zendesk common stock as of March 31, 2022 (which is the end of Zendesk’s most recent completed fiscal quarter and most recent balance sheet date) by:

Based on the calculations set forth above, this analysis implied a range of values for Zendesk common stock of approximately $58.27 to $96.42 per share.

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Zendesk with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to Zendesk, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of June 23, 2022 and using the closing prices as of June 23, 2022 for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully-diluted enterprise value divided by the estimated consensus revenue for calendar year 2023 (which are referred to as the “CY2023E revenue multiples”), for each of the selected companies, as shown below:

Based on an analysis of the CY2023E revenue multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 3.0x to 6.0x.

Qatalyst Partners then applied this range to Zendesk’s estimated revenue for calendar year 2023, based on the June 2022 Case. Based on the fully diluted shares of Zendesk common stock outstanding as of June 22, 2022 (calculated utilizing the same methodology as used in the above section of this proxy statement entitled “—Discounted Cash Flow Analysis”), this analysis implied a range of values for Zendesk common stock of approximately $47.29 to $91.92 per share.

No company included in the selected companies analysis is identical to Zendesk. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Zendesk, such as the impact of competition on Zendesk’s business and the industry in general, industry growth and the absence of any material adverse change in Zendesk’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Qatalyst Partners compared forty selected public company transactions, including transactions involving companies participating in similar lines of business to Zendesk or with similar business models, similar financial performance or other relevant or similar characteristics.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the implied fully diluted enterprise value of the target company as a multiple of last-twelve-months’ revenue of the target company (which are referred to as the “LTM revenue multiples”) and (b) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ revenue of the target company (which are referred to as the “NTM revenue multiples”).

Based on the analysis of the LTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 6.3x to 13.2x then applied this range to Zendesk’s last-twelve months’ revenue (calculated as the four quarters ended on March 31, 2022). Based on the fully diluted shares of Zendesk common stock outstanding as of June 22, 2022 (calculated utilizing the same

methodology as used in the above section of this proxy statement entitled “—Discounted Cash Flow Analysis,” with the exception of assuming cash settlement of the convertible notes with an assumed make-whole adjustment and cash settlement of the capped calls based on a Black-Scholes option calculation model, each based on an assumed September 30, 2022 closing date for the Merger), as provided by Zendesk management, this analysis implied a range of values for Zendesk common stock of approximately $71.56 to $142.65 per share.

Based on the analysis of the NTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 5.3x to 10.9x then applied this range to Zendesk’s estimated next-twelve-months’ revenue (calculated as the four quarters ending on March 31, 2023) based on the June 2022 Case. Based on the same fully diluted share count as used in the immediately preceding paragraph, this analysis implied a range of values for Zendesk common stock of approximately $73.58 to $144.03 per share.

No company or transaction utilized in the selected transactions analysis is identical to Zendesk or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Zendesk’s control, such as the impact of competition on Zendesk’s business or the industry generally, industry growth and the absence of any material adverse change in Zendesk’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

In connection with the review of the Merger by the Board of Directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Zendesk. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Zendesk. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zendesk common stock (other than Parent or any affiliate of Parent), to such holders. These analyses do not purport to be appraisals or to reflect the price at which Zendesk common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Board of Directors was one of many factors considered by the Board of Directors in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Zendesk common stock (other than Parent or any affiliate of Parent) or of whether the Board of Directors would have been willing to agree to a different consideration. The Merger Consideration payable in the Merger was determined through arm’s-length negotiations between Zendesk and Parent and was approved by the Board of Directors. Qatalyst Partners provided advice to Zendesk during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Zendesk or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Zendesk, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Zendesk or any member of the Consortium (Permira, H&F, Significant LP Co-Investor B and Significant LP Co-Investor C) or Parent pursuant to which compensation was received by Qatalyst Partners or its affiliates. Qatalyst Partners has provided financial advisory services to Permira and received a fee of $15 million in connection with such services. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Zendesk or Parent and their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided Zendesk with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $56 million, $250,000 of which was payable upon the execution of the engagement letter, $5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), $2 million of which was payable upon the resolution of the proxy contest with JANA Partners, and the remaining portion of which will be paid upon, and subject to, the closing of the Merger. Zendesk has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Zendesk has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

At the meeting of the Board of Directors on June 23, 2022, Goldman Sachs rendered its oral opinion to the Board of Directors, subsequently confirmed in Goldman Sachs’ written opinion, dated June 24, 2022, to the effect that, as of the date of Goldman Sachs’ written opinion, and based upon and subject to the factors and assumptions set forth therein, the $77.50 in cash per share of Zendesk common stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated June 24, 2022, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex C. The summary of Goldman Sachs’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board of Directors in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Zendesk common stock should vote with respect to the Merger or any other matter.

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

Goldman Sachs also held discussions with members of the senior management of Zendesk regarding their assessment of the past and current business operations, financial condition and future prospects of Zendesk; reviewed the reported price and trading activity for Zendesk common stock; compared certain financial and stock market information for Zendesk with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the software industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

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

Goldman Sachs’ opinion does not address the underlying business decision of Zendesk to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Zendesk; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addressed only the fairness from a financial point of view, as of the date of its written opinion, of the $77.50 in cash per share of Zendesk common stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Zendesk; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Zendesk, or any class of such persons in connection with the Merger, whether relative to the $77.50 in cash per share of Zendesk common stock to be paid to the holders of such shares (other than Parent and its affiliates) pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of the written opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its written opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Zendesk common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Zendesk, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of Zendesk or Parent or the ability of Zendesk or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors in connection with rendering to the Board of Directors the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 23, 2022, the last trading day before the public announcement of the Merger, and is not necessarily indicative of current or future market conditions.

Goldman Sachs calculated and compared certain implied premia and multiples described below based on the $77.50 in cash per share of Zendesk common stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement.

Goldman Sachs calculated the implied premia represented by the $77.50 in cash per share of Zendesk common stock relative to:

The results of these calculations and comparisons were as follows:

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis of Zendesk. Using a mid-year discounting convention and discount rates ranging from 10.0% to 12.0%, reflecting estimates of Zendesk’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2022 (a) estimates of the unlevered free cash flows (excluding the impact of net operating losses), which are referred to as “UFCF,” for the second, third and fourth quarters of fiscal year 2022 and fiscal years 2023 through 2030 as reflected in the Forecasts, and (b) a range of illustrative terminal values for Zendesk, which were calculated by applying exit terminal year, next twelve months’, which we refer to as “NTM,” UFCF multiples ranging from 20.0x to 32.5x, to a terminal year NTM UFCF, to be generated by Zendesk, as reflected in the Forecasts (which analysis implied perpetuity growth rates ranging from 5.0% to 8.9%). Goldman Sachs derived the discount rates referenced above by application of the Capital Asset Pricing Model, which is referred to as “CAPM,” which requires certain company-specific inputs, including Zendesk’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for Zendesk, as well as certain financial metrics for the United States financial markets generally. The illustrative terminal value to NTM UFCF multiple

range for Zendesk was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, enterprise value over NTM UFCF as of June 23, 2022 of certain publicly traded companies, as described below in the section of this proxy statement entitled “—Selected Public Company Comparables.”

Goldman Sachs derived a range of illustrative enterprise values for Zendesk by adding the ranges of present values it derived as described in the immediately preceding paragraph. Goldman Sachs then added to the range of illustrative enterprise values it derived for Zendesk the amount of net cash of Zendesk as of March 31, 2022 and the net present value of net operating losses as reflected in the Forecasts, in each case, as provided by Zendesk management and approved for Goldman Sachs’ use by Zendesk management, to derive a range of illustrative equity values for Zendesk. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Zendesk common stock, calculated using the treasury stock method, as provided by Zendesk management and approved for Goldman Sachs’ use by Zendesk management, to derive a range of illustrative present values per share of Zendesk common stock ranging from $66 to $116, rounded to the nearest dollar.

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Zendesk common stock. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2022 through 2025. Goldman Sachs first calculated the implied enterprise value per share of Zendesk common stock as of December 31, for each of the fiscal years 2022 through 2024, by applying multiples of enterprise value to NTM revenue, which we refer to as “EV/NTM revenue” in this section of this proxy statement, of 4.5x to 8.0x to estimates of Zendesk’s revenue for each of the fiscal years 2023 to 2025. These illustrative EV/NTM revenue multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM revenue multiples for Zendesk during the six-month, one-year, three-year and five-year periods ending June 23, 2022, as described below in the section of this proxy statement entitled “—Historical EV/NTM Trading Multiples.” Goldman Sachs then added the amount of Zendesk’s forecasted net cash as of December 31 for each of the fiscal years 2022 to 2024, as provided by Zendesk management, from the respective implied enterprise values in order to derive a range of illustrative equity values for Zendesk. Goldman Sachs then divided the results by the number of projected year-end fully diluted outstanding shares of Zendesk common stock for each of the fiscal years 2022 to 2024, calculated based on estimated annual dilution and the number of fully diluted shares of Zendesk common stock estimated to be outstanding as of June 22, 2022, calculated using the treasury stock method, each as provided and approved by Zendesk management. Goldman Sachs then discounted the implied per share future equity values for the twelve-month periods ending on December 31, 2022, December 31, 2023 and December 31, 2024, respectively, back to March 31, 2022, using an illustrative discount rate of 10.9%, reflecting an estimate of Zendesk’s cost of equity. Goldman Sachs derived such discount rate by application of CAPM, which requires certain company-specific inputs, including a beta for the company as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Zendesk common stock of $64 to $124, rounded to the nearest dollar.

Goldman Sachs also performed an illustrative present value of future share price analysis, by calculating the implied enterprise values per share of Zendesk common stock as of December 31, for each of the fiscal years 2022 through 2024, by applying enterprise value to growth-adjusted EV/NTM revenue multiples adjusted using NTM revenue growth, of 0.2375x to 0.3500x to NTM revenue estimates and NTM revenue growth for Zendesk for each of the fiscal years 2023 to 2025. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2022 through 2025. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical growth-adjusted EV/NTM revenue multiples for Zendesk, as described below in the section of this proxy statement entitled “—Historical EV/NTM Trading Multiples.” Goldman Sachs then added the amount of Zendesk’s forecasted net cash as of December 31 for each of the fiscal years 2022 to 2024, as provided by Zendesk management, from the respective implied enterprise values in order to derive a range of illustrative equity values for Zendesk. Goldman Sachs then divided the results by the number of projected year-end fully diluted outstanding shares of Zendesk common stock for each of the fiscal years 2022 to 2024, calculated based on estimated annual dilution and the number of fully diluted shares of Zendesk common stock estimated to be outstanding as of June 22, 2022, calculated using the treasury stock method, each as provided and approved by Zendesk management. Goldman

Sachs then discounted the implied per share future equity values for the twelve-month periods ending on December 31, 2022, December 31, 2023 and December 31, 2024, respectively, back to March 31, 2022, using an illustrative discount rate of 10.9%, reflecting an estimate of Zendesk’s cost of equity. Goldman Sachs derived such discount rate by application of CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Zendesk common stock of $58 to $119, rounded to the nearest dollar.

Goldman Sachs analyzed certain publicly available information relating to the following selected transactions in the software industry since 2016. For each of the selected transactions where information was publicly available, Goldman Sachs calculated and compared the implied EV/NTM revenue of the applicable target company based on the total consideration paid in the transaction as a multiple of the target company’s NTM revenue based on Institutional Brokers’ Estimate System estimates (which are referred to as “IBES estimates”) at the time each such selected transaction was announced.

The following table identifies the transactions reviewed by Goldman Sachs as part of this analysis:

While none of the companies that participated in the selected transactions are directly comparable to Zendesk, the companies that participated in the selected transactions are companies with operations that for purposes of this analysis may be considered similar based on certain characteristics of Zendesk’s results, market size and product profile.

Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment and experience, Goldman Sachs used NTM revenue of $1,811 million, calculated using a time-weighting of fiscal year 2022 and fiscal year 2023 as of June 23, 2022, to derive a range of implied

enterprise values for Zendesk. Goldman Sachs then added to the range of implied enterprise values the amount of Zendesk’s net cash as of March 31, 2022, as provided by Zendesk management and approved for Goldman Sachs’ use by Zendesk management, to derive a range of illustrative equity values for Zendesk. Goldman Sachs divided the results by the number of fully diluted outstanding shares of Zendesk common stock, calculated using the treasury stock method, as provided by Zendesk management and approved for Goldman Sachs’ use by Zendesk management, to derive a range of implied equity values per share of Zendesk common stock of $98 to $186, rounded to the nearest dollar.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced during the time period from April 2016 through June 2022 involving a public company in the software industry as the target where the disclosed enterprise values for the transaction were greater than $1 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in each of the transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 36% across the period. This analysis also indicated a 25th percentile premium of 20% and 75th percentile premium of 56% across the period. Using this analysis and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 20% to 56% to the closing price per share of Zendesk common stock of $57.95 as of June 23, 2022 and calculated a range of implied equity values per share of Zendesk common stock of $70 to $90, rounded to the nearest dollar.

Goldman Sachs calculated and compared EV/NTM revenue multiples and growth-adjusted EV/NTM revenue multiples adjusted using NTM revenue growth for Zendesk based on financial and trading data as of June 23, 2022, information Goldman Sachs obtained from Bloomberg, publicly available historical data, market data and IBES estimates. Goldman Sachs calculated average EV/NTM revenue multiples and average growth-adjusted EV/NTM revenue multiples over certain time periods prior to and including June 23, 2022.

The results of these calculations are as follows:

Goldman Sachs reviewed and compared certain financial and stock market information for the following publicly traded corporations, which we refer to in this section of this proxy statement as the “comparable companies”:

Although none of the comparable companies is directly comparable to Zendesk, the comparable companies were chosen because they are mature publicly traded companies in the software industry with operations that for purposes of this analysis would be considered similar to certain projected operations of Zendesk.

Goldman Sachs calculated and compared the enterprise value as of June 23, 2022 as a multiple of NTM unlevered free cash flow for the comparable companies based on financial and trading data as of June 23, 2022, information Goldman Sachs obtained from Bloomberg, IBES estimates and publicly available historical and market data.

The results of this review is summarized as follows:

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

Goldman Sachs prepared these analyses for purposes of providing its opinion to the Board of Directors as to the fairness from a financial point of view to Zendesk, as of the date of its written opinion, of the $77.50 in cash per share of Zendesk common stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Zendesk, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations between Zendesk and Parent and was approved by the Board of Directors. Goldman Sachs provided advice to Zendesk during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Zendesk or the Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Zendesk, Parent, any of their respective affiliates and third parties, including Permira and H&F, each of which is an affiliate of a significant equityholder of Parent, and any of their respective affiliates and, as applicable, portfolio companies, or any currency or commodity that may be involved in the Merger or other transactions contemplated by the Merger Agreement.

Goldman Sachs acted as financial advisor to Zendesk in connection with, and participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Zendesk and its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as bookrunner with respect to the public offering by Zendesk of 2025 Convertible Notes (as defined in the section of this proxy statement entitled “—Capped Call Transactions”) in an aggregate principal amount of $1.15 billion in June 2020. During the two-year period ended June 24, 2022, Goldman Sachs has not recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Zendesk and/or its affiliates.

As further described in the section of this proxy statement entitled “—Capped Call Transactions,” in March 2018, Zendesk offered its 2023 Convertible Notes (as defined in the section of this proxy statement entitled “—Capped Call Transactions”) in an aggregate principal amount of $575 million, with respect to which Goldman Sachs acted as bookrunner and, concurrent with the issuance of the Convertible Notes (as defined in the section of this proxy statement entitled “—Capped Call Transactions”), Zendesk entered into the Capped Call Transactions with the Capped Call Counterparties (each as defined in the section of this proxy statement entitled “—Capped Call Transactions”), including Goldman Sachs (with respect to 50% of the 2023 Convertible Notes and 20% of the 2025 Convertible Notes, respectively), each acting as principal for its own account, consisting of the purchase by Zendesk of capped call options with respect to collectively approximately 4,558,428 shares of Zendesk common stock from the 2023 Convertible Notes and 2,114,712 shares of Zendesk common stock from the 2025 Convertible Notes, the aggregate number of shares of Zendesk common stock underlying the Convertible Notes (at the initial conversion rate of 9.1944 shares of Zendesk common stock per $1,000 in principal amount of 2025 Convertible Notes and of 15.8554 shares of Zendesk common stock per $1,000 in principal amount of 2023 Convertible Notes). As of July 20, 2022, 100% of the 2020 Capped Call Transactions (as defined in the section of this proxy statement entitled “—Capped Call Transactions”) remain outstanding, with a strike price of approximately $108.76 and a cap price of $164.17 and approximately 26% of the 2018 Capped Call Transactions (as defined in the section of this proxy statement entitled “—Capped Call Transactions”) remain outstanding, with a strike price of approximately $63.07 and a cap price of $95.20.

The Capped Call Transactions were intended to offset a portion of the potential dilutive effect on Zendesk stockholders of the conversion of the Convertible Notes and/or any potential cash payment in excess of the principal amount of the Convertible Notes that Zendesk may make in connection with a cash settlement of the Convertible Notes, up to the cap price. Please see the section of this proxy statement entitled “—Capped Call Transactions” for a detailed description of the Capped Call Transactions, including Goldman Sachs’ and the other Capped Call Counterparties’ ability to adjust the terms of the Capped Call Transactions in connection with certain events (including the Merger).

As a result of the Capped Call Transactions, the Capped Call Counterparties are expected to have market exposure to the price of the shares of Zendesk common stock. It is the ordinary practice of the Capped Call Counterparties to engage in hedging activities to limit their respective market exposure to the price of the stock underlying privately negotiated equity derivative transactions with issuers of such stock, such as the Capped Call Transactions. In connection with the Capped Call Transactions to which it is a party, Goldman Sachs (and its affiliates) have engaged, and will continue to engage, in accordance with applicable law in hedging and other

market transactions (which may include the entering into or unwinding of various derivative transactions with respect to Zendesk common stock) that are generally intended to substantially neutralize Goldman Sachs’ exposure as a result of the Capped Call Transactions to which it is a party to changes in the price of Zendesk common stock. Such hedging activity is at Goldman Sachs’ own risk and may result in a gain or loss to Goldman Sachs that may be greater than or less than the initial expected contractual benefit to Goldman Sachs under the Capped Call Transactions to which it is a party. The amount of any such gain or loss will not be known until the applicable Capped Call Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs shall have completed all of its hedge unwind activities. To mitigate the exposure from the Capped Call Transactions, as of July 20, 2022, Goldman Sachs held a net long economic position of approximately 750,000 shares of Zendesk common stock.

Goldman Sachs provided to management of Zendesk, for the information of the Board of Directors, materials that summarized, based on theoretical models, the potential effects of the announcement and of the consummation of an acquisition of Zendesk on the Capped Call Transactions. The materials included preliminary illustrative analyses by Goldman Sachs’ Investment Banking Division for a range of stated assumptions regarding takeout prices for shares of Zendesk common stock and volatilities, as well as based on other reasonable assumptions, in the event of an acquisition of Zendesk for greater than 10 percent cash consideration. In accordance with industry practice, Goldman Sachs maintains customary institutional information barriers reasonably designed to prevent the unauthorized disclosure of confidential information by personnel in its Investment Banking Division to the personnel in its Securities Division who are undertaking hedging and other market transactions with respect to Goldman Sachs’ capped call transactions. In connection with the preparation of presentations to senior management of Zendesk and the Board of Directors, personnel in Goldman Sachs’ Investment Banking Division, including the representatives of Goldman Sachs who have advised Zendesk in connection with the Merger, from time to time, have received or may receive input from personnel in Goldman Sachs’ Securities Division into how to model, or reports of historical measures or estimates of, Goldman Sachs’ and/or Goldman Sachs’ Investment Banking Division’s profit and/or loss over certain measurement periods related to the Capped Call Transactions.

Goldman Sachs has advised Zendesk that as of July 20, 2022, assuming the Merger is consummated on July 25, 2022, Goldman Sachs expects to realize a net gain of up to approximately $1.4 million with respect to the 2018 Capped Call Transactions, and a net gain ranging from approximately $1.1 million to approximately $4.0 million with respect to the 2020 Capped Call Transactions, in each case, as a result of the Merger, after giving effect to its hedging activities based on the ordinary hedging practices described above and based on a range of stated assumptions, including volatilities (from 35 percent to 70 percent) and other reasonable assumptions. The amount of any such gain will not be known until the Capped Call Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs and its affiliates have completed all of their unwind activities, and such amount may differ from the estimates provided above. As further described in the section of this proxy statement entitled “—Capped Call Transactions,” the indentures governing the Convertible Notes and the forms of confirmations containing the terms of the Capped Call Transactions were filed with the SEC, and all references in this proxy statement to share counts, conversion prices, cap prices and strike prices are subject to adjustment from time to time in accordance with the terms of the confirmations relating to the Capped Call Transactions.

Goldman Sachs has also provided certain financial advisory and/or underwriting services to Permira and/or its affiliates and portfolio companies from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as financial advisor to Permira Advisers (UK), an affiliate of Permira, with respect to its acquisition of a majority stake in Golden Goose in June 2020; as joint bookrunner with respect to the initial public offering by Allegro.eu, a portfolio company of Permira, of 187,826,087 of its ordinary shares in September 2020 and the public offering of 76,500,000 of its ordinary shares in March 2021; as lead left bookrunner with respect to the issuance by Lowell Financial Ltd., a portfolio company of Permira, of EUR/GBP high yield bonds (aggregate principal amount of £400,000,000 plus €1,340,000,000) in October 2020; as joint bookrunner with respect to the initial public offering by Dr. Martens plc, a portfolio company of Permira, of 350,000,000 of its ordinary shares in January 2021; as bookrunner with respect to the sale by Permira of 12,000,000 shares of TeamViewer AG, a portfolio company of Permira, in February 2021; as bookrunner with respect to the public offering by Golden Goose, a portfolio company of Permira, of its Senior Secured Notes due 2027 (aggregate principal amount of €480,000,000) in May 2021; as bookrunner with respect to the initial public offering by Clearwater Analytics Holdings, Inc., a portfolio company

of Permira, of 34,500,000 of its Class A common stock in September 2021; as bookrunner with respect to the initial public offering by Informatica Inc., a portfolio company of Permira, of 33,350,000 of its Class A common stock in October 2021; and as financial advisor to Permira Advisers (HK), an affiliate of Permira, with respect to its sale of Tricor Holdings Limited in June 2022. During the two-year period ended June 24, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Permira and/or its affiliates of approximately $133 million.

Goldman Sachs has also provided certain financial advisory and/or underwriting services to H&F and/or its affiliates and portfolio companies from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as a lead bookrunner with respect to the public offering by PPD, Inc., a portfolio company of H&F, of 43,700,000 shares of its common stock in September 2020; as bookrunner with respect to the issuance by MultiPlan Corporation, a portfolio company of H&F, of high yield bonds (aggregate principal amount of $1,300,000,000) in October 2020; as financial advisor to Change Healthcare Inc., a portfolio company of H&F, with respect to its pending sale announced in January 2021; as bookrunner with respect to the issuance by Verisure SA, a portfolio company of H&F, of high yield bonds (aggregate principal amount of €2,325,000,000 plus kr 1,500,000,000) in January 2021; as bookrunner with respect to the issuance by Medline Industries Inc., a portfolio company of H&F, of high yield bonds (aggregate principal amount of $7,770,000,000) in October 2021; and as bookrunner with respect to the issuance by athenahealth, Inc., a portfolio company of H&F, of high yield bonds (aggregate principal amount of $2,350,000,000) in January 2022. During the two-year period ended June 24, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to H&F and/or its affiliates of approximately $135 million.

Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Zendesk, Parent, Permira, H&F and their respective affiliates and/or, as applicable, portfolio companies for which its Investment Banking Division may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Permira, H&F and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of Permira and H&F from time to time and may do so in the future.

The Board of Directors selected Goldman Sachs as one of its financial advisors because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to an engagement letter dated March 25, 2022, Zendesk engaged Goldman Sachs to act as one of its financial advisors in connection with the Merger. The engagement letter between Zendesk and Goldman Sachs provides for a transaction fee that is currently estimated to be approximately $10.2 million, $4 million of which became payable at the announcement of the Merger, and the remainder of which is contingent upon the consummation of the Merger. In addition, Zendesk has agreed to reimburse Goldman Sachs for certain of its expenses, including reasonable attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

On March 15, 2018, in connection with the pricing of Zendesk’s 0.25% Convertible Senior Notes due 2023 (which we refer to as the “2023 Convertible Notes”), Zendesk entered into privately negotiated capped call transactions (which we refer to as the “2018 Capped Call Transactions”) with each of Citibank, N.A., Deutsche Bank AG, London Branch, Goldman Sachs or their respective affiliates (which we refer to as the “2018 Capped Call Counterparties”). On June 11, 2020, in connection with the pricing of Zendesk’s 0.625% Convertible Senior Notes due 2025 (which we refer to as the “2025 Convertible Notes” and, together with the 2023 Convertible Notes, the “Convertible Notes”), Zendesk entered into privately negotiated capped call transactions (which we refer to as the “2020 Base Capped Call Transactions”) with each of Citibank, N.A., Morgan Stanley & Co. LLC, Goldman Sachs, Bank of Montreal, Société Générale, Barclays Bank PLC or their respective affiliates (which we refer to as the “2020 Capped Call Counterparties” and, together with the 2018 Capped Call Counterparties, the “Capped Call Counterparties”). On June 12, 2020, in connection with the initial purchasers’ exercise of their option to purchase additional Convertible Notes, Zendesk entered into additional capped call transactions with each of the 2020 Capped Call Counterparties (which we refer to as the “2020 Additional Capped Call Transactions” and, together with the 2020 Base Capped Call Transactions, the “2020 Capped Call Transactions”, and together with the 2018 Capped Call Transactions, the “Capped Call Transactions”). The Capped Call Transactions initially covered, subject to customary anti-dilution adjustments, the number of shares of Zendesk common stock that initially underlie the applicable Existing Notes (as defined in the Merger Agreement). The

strike price of the 2018 Capped Call Transactions is $63.07 per share of Zendesk common stock, and the cap price of the 2018 Capped Call Transactions is $95.20 per share of Zendesk common stock, and is subject to certain adjustments under the terms of the 2018 Capped Call Transactions. The strike price of the 2020 Capped Call Transactions is $108.76 per share of Zendesk common stock, and the cap price of the 2020 Capped Call Transactions is $164.17 per share of Zendesk common stock, and is subject to certain adjustments under the terms of the 2020 Capped Call Transactions. The Capped Call Transactions are expected generally to reduce potential dilution to Zendesk stockholders upon conversion of the Convertible Notes and/or offset the potential cash payments that Zendesk could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.

If the Merger is consummated, holders of the Existing Notes may convert their Existing Notes, and the consummation of the Merger is expected to result in termination of the Capped Call Transactions. The value received by the Company in connection with the termination or unwind of the Capped Call Transactions would be determined by the Capped Call Counterparties based on the fair value of the Capped Call Transactions, which is contingent on a variety of factors including, but not limited to, volatility, spot price and liquidity.

In addition, following the announcement of the Merger, the Capped Call Counterparties may adjust the terms of the applicable Capped Call Transactions on more than one occasion to reflect the economic effect of such announcement, including if such economic effect is material, and regardless of whether the Merger is consummated. Each Capped Call Counterparty shall, in good faith and in a commercially reasonable manner, in its capacity as calculation agent with respect to its Capped Call Transaction, determine whether such announcement has had a material economic effect, in the case of the 2020 Capped Call Transactions, or an economic effect in the case of the 2018 Capped Call Transactions, in either case on such Capped Call Transaction and may take into account a number of factors, including the date of the announcement (and the remaining term of its Capped Call Transaction at that time), the stock price of Zendesk common stock and changes in volatility, stock loan rate, liquidity and expected dividends of Zendesk common stock, in determining whether an adjustment to the cap price of its Capped Call Transaction is appropriate. Each Capped Call Counterparty may make additional adjustments to the cap price of its Capped Call Transaction following the announcement of a change to the Merger, including a withdrawal from, or the abandonment or discontinuation of, the Merger.

The indentures governing the Existing Notes and the forms of confirmations containing the terms of the Capped Call Transactions were included as exhibits, in each case, to Zendesk’s Current Report on Form 8-K filed by Zendesk with the SEC on June 17, 2020 and March 20, 2018. All references in this section of this proxy statement to share counts, conversion prices and strike prices may change from time to time in accordance with the terms of the relevant confirmations.

Other than its quarterly financial guidance and business outlook, Zendesk does not as a matter of course make public projections as to future revenues, earnings or other results available due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with Zendesk’s proposed acquisition of Momentive Global, Inc. announced in October 2021, Zendesk management prepared certain unaudited, preliminary financial forecasts for Zendesk for fiscal years 2021 through 2025, which were publicly disclosed in connection with the proposed acquisition and used by Zendesk’s financial advisors in connection with their evaluation of the unsolicited offer by the Consortium in February 2022.

In March 2022, in connection with the strategic review process, Zendesk management prepared certain unaudited, preliminary financial forecasts for Zendesk for fiscal years 2022 through 2025, which were updated in May 2022 to reflect certain changes noted in the table below (which, as so updated, we refer to as the “March 2022 Projections”). The March 2022 Projections were extrapolated through fiscal year 2031 by Zendesk management (we refer to such extrapolations and the March 2022 Projections, collectively, as the “March 2022 Case”) in connection with Qatalyst Partners’ and Goldman Sachs’ financial analyses of preliminary indications of interest submitted by bidders in the strategic review process.

In June 2022, in the context of evaluating the Consortium’s proposals, Zendesk management updated the March 2022 Case to take into account changes in the internal and external business environment, including

negative trends in gross and net bookings momentum, below-expectation actual gross and net bookings for the months of April and May 2022, challenges to Zendesk’s performance resulting from elevated levels of attrition in critical sales functions and employee distraction as well as significant changes in economic conditions facing Zendesk and its industry more generally, including increased risk of recession, persistent high inflation and the impact of macroeconomic headwinds on Zendesk’s customer segments (which as so updated, we refer to as the “June 2022 Case”).

The March 2022 Case and the June 2022 Case are referred to in this section of this proxy statement collectively as the “Management Projections.” Zendesk is including a summary of the March 2022 Case and the June 2022 Case to provide Zendesk stockholders with access to information that was made available to the Board of Directors in connection with their evaluation of the Merger and the Merger Consideration. The March 2022 Projections (but not the extrapolations from 2026 to 2031) were also made available to Parent and Merger Sub at Parent’s request in connection with their due diligence review.

The Board of Directors reviewed the June 2022 Case and, following discussions with Zendesk management, the Board of Directors authorized Zendesk’s financial advisors to use the June 2022 Case, or a subset thereof, for purposes of their respective financial analyses and fairness opinions summarized in the sections of this proxy statement entitled “—Opinion of Qatalyst Partners LP” and “—Opinion of Goldman Sachs & Co. LLC.” The inclusion of this information should not be regarded as an indication that Zendesk, Parent, their affiliates or financial advisors, or any of their respective representatives or any other recipient of this information considered, or now considers, the Management Projections to be necessarily predictive of future results.

The following table summarizes the March 2022 Case, as described above:

The following table summarizes the June 2022 Case, as described above:

The Management Projections were prepared for internal use only and not for public disclosure and were provided to the Board of Directors for the purposes of Zendesk’s strategic review process. The Management Projections were also provided to and used by Qatalyst Partners and Goldman Sachs, Zendesk’s financial advisors, for the purpose of performing financial analyses in connection with the strategic review process and, in the case of the June 2022 Case, for the purpose of evaluating the fairness of the Merger Consideration from a financial point of view. As described above, the March 2022 Projections (but not the extrapolations from 2026 to 2031) were also made available to bidders in the strategic review process.

The Management Projections are not included in this proxy statement to influence any decision on whether to vote for the Merger Agreement Proposal, but rather are included in this proxy statement to give stockholders access to certain non-public information that was provided to the Board of Directors, Zendesk’s financial advisors and Parent for purposes of considering and evaluating the Merger. The inclusion of the Management Projections should not be regarded as an indication that the Board of Directors, Zendesk, Parent, or their respective affiliates or financial advisors or any other recipient of this information considered, or now considers, them to be necessarily predictive of actual future results, and they should not be relied on as such. There can be no assurance that the projected results will be realized or that actual results will not be materially lower or higher than estimated, whether or not the Merger is completed.

The Management Projections were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP, but, in the view of Zendesk management, were reasonably prepared in good faith on a basis reflecting the best available estimates and judgments at the time of preparation, and presented as of the time of preparation. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Management Projections. Although the Management Projections were prepared on a reasonable basis, Zendesk cautions stockholders that actual future results could be materially different from the Management Projections. Zendesk’s independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Management Projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The Management Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Management Projections are based upon

a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Zendesk management, as of the date of their preparation. These estimates and assumptions may prove to be impacted by any number of factors, including general economic conditions, trends in the software industry, regulatory and financial market conditions and the risks and uncertainties described or incorporated by reference in the section of this proxy statement entitled “Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of Zendesk. The Management Projections also reflect assumptions as to certain business decisions that are subject to change. Because the Management Projections were developed for Zendesk as an independent company without giving effect to the Merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, or any changes to Zendesk’s operations or strategy that may be implemented after completion of the Merger. There can be no assurance that the Management Projections will be realized, and actual results will likely differ, and may differ materially, from those shown. Generally, the further out the period to which the Management Projections relate, the less predictive the information becomes.

The Management Projections contain certain non-GAAP financial measures that Zendesk management believes are helpful in understanding Zendesk’s past financial performance and future results. Zendesk management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Zendesk believes these non-GAAP financial measures provide meaningful information to help investors understand the operating results and to analyze Zendesk’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Zendesk’s competitors and may not be directly comparable to similarly titled measures of Zendesk’s competitors due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Board of Directors, Parent, or their respective affiliates or financial advisors in connection with their respective evaluations of the Merger. Accordingly, Zendesk has not provided a reconciliation of the non-GAAP financial measures included in the Management Projections to the relevant GAAP financial measures.

None of Zendesk, Parent, or their respective affiliates, officers, directors, advisors or other representatives can provide any assurance that actual results will not differ from the Management Projections, and, except as required by applicable law, none of Zendesk, Parent, or their respective affiliates undertakes any obligation to update, or otherwise revise or reconcile, the Management Projections to reflect circumstances existing after the date the Management Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Management Projections are shown to be inappropriate. None of Zendesk or its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Zendesk stockholder or other person regarding Zendesk’s ultimate performance compared to the information contained in the Management Projections or that forecasted results will be achieved. Zendesk has made no representation to Parent, in the Merger Agreement or otherwise, concerning the Management Projections.

In considering the recommendation of the Board of Directors to approve the Merger Agreement Proposal, Zendesk stockholders should be aware that Zendesk’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Zendesk stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger) and in recommending to Zendesk stockholders that the Merger Agreement Proposal be approved. Such interests are described below. There are no current or former Zendesk executive officers, other than the Zendesk “named executive officers” (as defined below), who have interests in the Merger that are different from, or in addition to, the interests of Zendesk stockholders generally.

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

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger. For purposes of the discussion in this section of this proxy statement, “single trigger” refers to benefits that arise solely as a result of the completion of the Merger and “double trigger” refers to benefits that require two conditions, which are the completion of the Merger and either the completion of a subsequent, time-based vesting period or a qualifying termination of employment on or following the Effective Time.

Upon the terms and subject to the conditions of the Merger Agreement, outstanding Zendesk equity awards (including those held by the executive officers of Zendesk) will be treated as follows, subject to all required tax withholdings:

Based on the assumptions described in the section of this proxy statement entitled “—Certain Assumptions,” the estimated aggregate value of the unvested Zendesk equity awards that will be held by Zendesk’s executive officers as of the Closing Date are as follows: (a) Aggregate Option Spread Value of vested in-the-money Stock Options - $167,463,269.10; (b) Aggregate Option Spread Value of unvested in-the-money Stock Options - $34,753.68; and (c) unvested RSU Awards (with performance for performance-based unvested RSUs deemed achieved at target) - $27,267,135.00. Zendesk’s executive officers do not hold any vested RSU Awards. Please see the section of this proxy statement entitled “—Quantification of Potential Payments and Benefits to Zendesk’s Named Executive Officers in Connection with the Merger” for the estimated value of each named executive officer’s unvested Zendesk equity awards, all of which are afforded “double trigger” treatment.

Based on the assumptions described in the section of this proxy statement entitled “—Certain Assumptions,” the estimated aggregate value of the unvested RSU Awards held by Zendesk’s nonemployee directors, all of which will become fully vested upon the Effective Time and converted into the right to receive the Merger Consideration, is $1,800,000, and they are afforded “single-trigger” treatment. Zendesk’s nonemployee directors do not hold any Stock Options.

Each of Messrs. McDermott and Gennaro, and Mses. Glaser and Constantinople is a participant in the Zendesk Change in Control Acceleration Plan (which we refer to as the “CIC Plan”). Mr. Svane is not a participant in the CIC Plan, but his equity awards are afforded the same treatment as awards held by participants in the CIC Plan. Under the CIC Plan, in the event that a participant’s employment is terminated on or within 12 months following the date of a change in control (which the Merger will constitute) either (a) by Zendesk other than for cause (as defined in the CIC Plan), death or disability, or (b) by the participant with good reason (as defined in the CIC Plan), the vesting of all outstanding unvested stock options and other stock-based awards (including the Retention Grants described below and the cash awards described above) that are subject to time-based vesting and that are then held by the participant will immediately accelerate and become exercisable or nonforfeitable, as applicable, as of the date of such a termination. The CIC Plan also provides that payments under the CIC Plan will be reduced in order to eliminate exposure to an excise tax that would otherwise be imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, if the participant will retain a greater net after-tax amount if such reduction is applied (a “better of net after-tax cutback”).

In connection with the signing of the Merger Agreement, Zendesk is implementing a severance plan (which we refer to as the “Severance Plan”) for all employees of Zendesk, including Zendesk’s executive officers. The Severance Plan provides for different levels of severance benefits depending on the participant’s seniority with Zendesk in connection with a termination of the participant’s employment by Zendesk without cause or by the participant for good reason (each term as defined in the Severance Plan). For Zendesk’s executive officers, those severance benefits are: (a) a lump sum severance payment equal to the sum of the participant’s (i) annual rate of base salary and (ii) annual target bonus opportunity; (b) 12 months of COBRA premium payments; and (c) either (i) if the termination occurs prior to the Effective Time, acceleration of equity awards that would have become vested within six months after termination, or (ii) if the termination occurs during the one year after the Effective Time, acceleration of vesting of all then outstanding equity awards pursuant to the CIC Plan, including any cash awards into which the participant’s Zendesk equity awards were converted in connection with the Merger. Participants must sign a release of claims against Zendesk to receive these severance payments. The Severance Plan does not provide for a gross-up payment to any of the executive officers, or any other eligible employee, to offset any excise taxes that may be imposed under Section 4999 of the Code.

Please see the section of this proxy statement entitled “—Quantification of Potential Payments and Benefits to Zendesk’s Named Executive Officers in Connection with the Merger” for the estimated value of each named executive officer’s severance benefits under the Severance Plan.

On June 23, 2022, the Board of Directors adopted an equity-based retention program, pursuant to which certain executives at or above the level of Vice President and above, including Messrs. McDermott and Gennaro, and Mses. Glaser and Constantinople, were granted RSU Awards that vest one year from the grant date (or earlier in accordance with the terms of the CIC Plan), subject to the recipient’s continued employment with Zendesk and its subsidiaries through such date (which we refer to as the “Retention Grants”). The Retention Grants will be converted into cash awards in connection with the Merger, as provided above.

Please see the section of this proxy statement entitled “—Quantification of Potential Payments and Benefits to Zendesk’s Named Executive Officers in Connection with the Merger” for the estimated value of each named executive officer’s Retention Grant, which is afforded “double trigger” treatment.

In connection with the Merger, the Compensation Committee may award up to $30 million in discretionary bonuses to Zendesk employees for retention purposes, including up to $7.5 million, in the aggregate, in discretionary bonuses (which we refer to as the “Incentive Bonuses”) to certain executive officers (other than the CEO), subject to continued employment of such officers through January 1, 2023 (or, if earlier, on and after the Closing, a severance-qualifying event under the Severance Plan) and the Compensation Committee’s evaluation, as of the Closing Date, of each such officer’s individual performance during the period between the signing of the Merger Agreement and the Closing Date. If the Effective Time has not occurred by March 15, 2023, the amount of the Incentive Bonus will be credited against any annual cash incentive bonus that becomes payable under the 2022 bonus plan (as described below). The Compensation Committee has not determined the amount of discretionary bonuses, if any, that may become payable to any of the executive officers pursuant to the transaction incentive pool.

Under the terms of the Merger Agreement, if the Effective Time occurs on or before December 31, 2022, Parent will, and will cause the Surviving Corporation or one of its affiliates to, honor, in accordance with its terms, each of the Zendesk benefit plans providing for annual cash incentive bonus opportunities for 2022 (or portion thereof). Parent will, or will cause the Surviving Corporation or one of its affiliates to, pay to each Zendesk employee (including Messrs. Svane, McDermott and Gennaro, and Mses. Glaser and Constantinople (our “named executive officers” for purposes of this proxy statement)) who participates in a 2022 bonus plan a bonus otherwise earned in accordance with the terms and conditions of such 2022 bonus plan (including any condition of continued employment); provided that the aggregate of all such employee bonuses company-wide to be paid under the 2022 bonus plan must be no less than 50% of the aggregate target bonus amount for all such employees. The Compensation Committee has not yet determined the level of performance achievement under the 2022 bonus plan, and therefore has not yet determined the amount of annual cash incentive bonuses, if any, that may become payable to any of the executive officers pursuant to the 2022 bonus plan.

Any of Zendesk’s executive officers who become officers or employees or who otherwise are retained to provide services to Parent or the Surviving Corporation may, prior to, on or following the Closing, enter into new compensation arrangements with Parent or the Surviving Corporation. As of the date of this proxy statement, no new individualized compensation arrangements between Zendesk’s executive officers and Parent or the Surviving Corporation have been established.

Pursuant to the terms of the Merger Agreement, Zendesk’s directors and executive officers will be entitled, among other things, to certain ongoing indemnification and coverage for a period of six years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section of this proxy statement entitled “The Merger Agreement—Indemnification and Insurance.”

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of Zendesk that is based on, or otherwise relates to, the Merger. For the avoidance of doubt, neither our former chief financial officer Elena Gomez, nor our former deputy chief financial officer and interim chief financial officer Michael Cabi, is referenced below, because their employment terminated prior to the end of our most recently completed fiscal year, at which time both such individuals ceased to be eligible for any compensatory payments or benefits described in this proxy statement. For additional details regarding the terms of the payments and benefits described below, please see the section of this proxy statement entitled “Interests of Zendesk’s Executive Officers and Directors in the Merger” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the Merger. For purposes of calculating such amounts, the following assumptions were used:

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the Closing by Parent and Merger Sub under the Merger Agreement, will be approximately $10.47 billion, taking into account cash and cash equivalents of Zendesk and its subsidiaries on hand at the Closing. This amount includes funds needed to: (a) pay the aggregate Merger Consideration in respect of the Zendesk common stock (other than the Unconverted Shares), (b) make payments in respect of the vested and outstanding Zendesk equity awards payable in connection with the Closing, and (c) make payments of cash (i) in connection with an offer to purchase the Existing Notes (as defined in the Merger Agreement) to the holders thereof in amount equal to the aggregate principal amount of Existing Notes tendered and accepted for payment and (ii) upon conversion of the Existing Notes in connection with any Fundamental Change and Make-Whole Fundamental Change (each as defined in the Existing Notes Indentures (as defined in the Merger Agreement)), in each case on or after the Closing Date (which we refer to, collectively, as the “Required Amounts”).

Parent and Merger Sub have obtained committed Financing consisting of (a) Equity Financing to be provided by the Equity Financing Sources pursuant to the terms and conditions of the Equity Commitment Letters, (b) Debt Financing to be provided pursuant to the terms and conditions of the Debt Commitment Letter by the Debt Commitment Parties party thereto and (c) Preferred Equity Financing to be provided pursuant to the terms and conditions of the Preferred Equity Commitment Letter. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Zendesk copies of the Commitment Letters. Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the Financing contemplated by the Commitment Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

Pursuant to the Equity Commitment Letters, and subject to the terms and conditions thereof, the Equity Financing Sources have committed to capitalize Parent at the Closing with an aggregate equity contribution equal to approximately $6.32 billion for the purpose of funding the Required Amounts. The obligations of each Equity Financing Source to provide the Equity Financing under the Equity Commitment Letters are subject to a number of conditions, including, but not limited to: (a) the satisfaction in full, or waiver by Parent, of each of the

conditions to the obligations of Parent to consummate the transactions set forth in Section 6.1 and Section 6.3 of the Merger Agreement (other than those conditions that by their terms or nature are to be satisfied at the Closing; provided, that those other conditions would be capable of being satisfied at the Closing), (b) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement, (c) the Debt Financing (or any alternative thereto in accordance with the Merger Agreement) (i) has been funded or (ii) would be funded upon the delivery of a drawdown notice by Parent and subject only to the satisfaction of those conditions that by their nature are to be satisfied at the Closing (provided that those conditions would be capable of being satisfied at the Closing), and substantially simultaneously with the funding of the Equity Financing and (d) the prior or substantially concurrent funding of the applicable equity commitment of each other Equity Financing Source under its applicable Equity Commitment Letter. We refer to the equity financing described in the preceding sentence as the “Equity Financing.”

The obligation of each Equity Financing Source to fund its equity commitment will automatically and immediately terminate upon the earliest to occur of: (a) the consummation of the Closing, (b) the termination of the Equity Commitment Letter of any other Equity Financing Source (other than in connection with the funding of the applicable equity contribution thereunder), (c) the valid termination of the Merger Agreement in accordance with its terms, (d) the full satisfaction of any final judgment against Parent in any action that includes an award of damages or the payment of any amount due in connection with the Fee Funding Agreements and (e) the commencement by Zendesk or any of its controlled affiliates of any lawsuit or other legal proceeding asserting any claim against any Equity Financing Source or any of the Investor Parties (as defined in the Equity Commitment Letters) under, in respect of, or relating to, the Merger Agreement, the Fee Funding Agreements or the Equity Commitment Letters or the transactions contemplated thereby, subject to certain exceptions for permitted claims.

Zendesk is an express third-party beneficiary of the Equity Commitment Letters solely with respect to enforcing Parent’s right to cause the commitments under the Equity Commitment Letters by the Equity Financing Sources be funded to Parent in accordance with the Equity Commitment Letters, and to cause Parent to enforce its rights against such Equity Financing Source to perform its funding obligations under the applicable Equity Commitment Letter, in each case subject to (a) the limitations and conditions set forth in each Equity Commitment Letter and (b) the terms and conditions of the Merger Agreement.

In addition, in connection with the Merger Agreement, (a) the Debt Commitment Parties have committed to provide Parent with Debt Financing consisting of a $3.75 billion senior secured term loan facility, a senior secured delayed draw term loan facility and a $350 million senior secured revolving credit facility, in each case on the terms and subject to the conditions set forth in the Debt Commitment Letter, and (b) Parent has obtained commitments for Preferred Equity Financing in an aggregate principal amount of up to $500 million from the Preferred Equity Financing Sources on the terms and subject to the conditions set forth in the Preferred Equity Commitment Letter. The obligations of the Debt Commitment Parties to provide Debt Financing under the Debt Commitment Letter and the Preferred Equity Financing Sources to provide Preferred Equity Financing under the Preferred Equity Commitment Letter are, in each case, subject to a number of customary conditions, including consummation of the Merger. For more information, please see the section of this proxy statement entitled “The Merger Agreement—Debt Financing and Preferred Equity Financing.”

Parent has agreed to use its reasonable best efforts, and to cause each of its subsidiaries to use its reasonable best efforts, to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the conditions described in the Commitment Letters, as applicable (or, only if then available, on other terms (but not conditions), that (a) are acceptable to Parent in its sole discretion and (b) would otherwise not contain any Prohibited Modification (as defined in the Merger Agreement)) on the date on which the Merger is required to be consummated, pursuant to the terms of the Merger Agreement. Parent has agreed to comply with its obligations, and enforce its rights, under the Debt Commitment Letter and the Preferred Equity Commitment Letter and, if then in effect and applicable, the definitive agreements with respect to the Debt Financing and the Preferred Equity Financing in a timely and diligent manner. For more information, please see the section of this proxy statement entitled “The Merger Agreement—Debt Financing and Preferred Equity Financing.”

Zendesk is required to use its reasonable best efforts, and to cause its subsidiaries to use reasonable best efforts, and each of them to use their reasonable best efforts to cause their respective subsidiaries and

representatives to use their reasonable best efforts, to provide customary cooperation, to the extent reasonably requested by Parent necessary for the arrangement, consummation or issuance, as applicable, of the Debt Financing, Preferred Equity Financing or any alternative financing obtained in accordance with the Merger Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Zendesk or any of its affiliates), subject to certain exceptions. For more information, please see the section of this proxy statement entitled “The Merger Agreement—Cooperation as to Debt Financing and Preferred Equity Financing.”

Pursuant to the Fee Funding Agreements, subject to the terms and conditions contained therein, each Equity Financing Source has agreed to pay a portion of the payment of: (a) the aggregate amount of the Parent Termination Fee solely if and when payable by Parent pursuant to the Merger Agreement; (b) certain enforcement and interest expenses solely if and when payable by Parent in connection with certain legal proceedings and defaults under the Merger Agreement; (c) any filing fees payable by Zendesk in connection with the notifications, filings, registrations or other materials contemplated by the Merger Agreement; and (d) certain reimbursement obligations solely if and when payable by Parent pursuant to the indemnification obligations to Zendesk and its representatives in connection with the Debt Financing. The obligations of the Equity Financing Sources under the respective Fee Funding Agreements are subject to an aggregate cap equal to $637 million.

Subject to specified exceptions, each of the Fee Funding Agreements will terminate automatically and immediately upon the earliest of:

The closing of the Merger (which we refer to as the “Closing”) will take place remotely at 7:00 a.m. New York City time on the fifth business day after the satisfaction or waiver (to the extent such waiver is permitted by applicable law and the Merger Agreement) of all conditions to Closing, which are described below in the section of this proxy statement entitled “The Merger Agreement—Conditions to the Closing of the Merger” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time agreed to in writing by Parent and Zendesk. The date on which the Closing occurs is herein referred to as the “Closing Date.”

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

If the Merger is consummated, Zendesk stockholders who continuously hold shares of Zendesk common stock through the Effective Time, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and otherwise comply with the statutory requirements of Section 262 of the DGCL will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex D and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Zendesk stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder,” “holder of shares of Zendesk common stock” or “Zendesk stockholder” are to the record holder of shares of Zendesk common stock unless otherwise expressly noted herein. Only a holder of record of shares of Zendesk common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of Zendesk common stock held of record in the name of another person, such as a bank, broker, fiduciary (such as

a trustee, guardian or custodian), depository or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Zendesk common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee.

Under Section 262, if the Merger is completed, Zendesk stockholders who: (a) submit a written demand for appraisal of their shares; (b) do not vote in favor of the adoption of the Merger Agreement; (c) continuously are the record holders of such shares through the Effective Time; and (d) otherwise exactly follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Zendesk common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all Zendesk stockholders who have asserted appraisal rights unless (i) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of Zendesk common stock as measured in accordance with subsection (g) of Section 262; or (ii) the value of the aggregate Merger Consideration in respect of the shares of Zendesk common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (i) and (ii) which are referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each Zendesk stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, such as the Special Meeting, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Zendesk’s notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex D. In connection with the Merger, any Zendesk stockholder who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review this discussion and Annex D carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A Zendesk stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Zendesk common stock, Zendesk believes that if a Zendesk stockholder considers exercising such rights, that Zendesk stockholder should seek the advice of legal counsel.

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

In addition, one of the ownership thresholds must be met.

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

Any Zendesk stockholder wishing to exercise appraisal rights must deliver to Zendesk, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to Zendesk stockholders, a written demand for the appraisal of such Zendesk stockholder’s shares, and that Zendesk stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A Zendesk stockholder exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the Zendesk stockholder’s appraisal rights. Therefore, a Zendesk stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, or otherwise fail to vote, on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A Zendesk stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Zendesk stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Zendesk common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Zendesk common stock must be executed by or on behalf of the holder of record, and must reasonably inform Zendesk of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

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

All demands for appraisal pursuant to Section 262 should be in writing and should be mailed or delivered to:

At any time within 60 days after the Effective Time, any Zendesk stockholder who has delivered a written demand to Zendesk and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration by delivering to Zendesk a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time shall require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any Zendesk stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this provision shall not affect the right of any Zendesk stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such Zendesk stockholder’s demand for appraisal and to accept the Merger Consideration within 60 days after the Effective Time. If an appraisal proceeding is commenced and Zendesk, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any Zendesk stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a Zendesk stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration being offered pursuant to the Merger Agreement.

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each Zendesk stockholder who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any Zendesk stockholder who has complied with Section 262 and is entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of shares of Zendesk common stock held either in a voting trust or by nominee on behalf of such person) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a Zendesk stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all dissenting Zendesk stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and Zendesk stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Zendesk common stock. Accordingly, any Zendesk stockholders who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Zendesk common stock within the time and in the manner prescribed in Section 262. The failure of a Zendesk stockholder to file such a petition within the period specified in Section 262 could nullify the Zendesk stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any Zendesk stockholder who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Zendesk common stock not voted in favor of the adoption of the Merger Agreement and with respect to which Zendesk has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail such statement to the requesting Zendesk stockholder within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of Zendesk common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the statement described in this paragraph. As noted above, however, the demand for appraisal can only be made by a Zendesk stockholder of record.

If a petition for an appraisal is duly filed by a Zendesk stockholder or a beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all Zendesk stockholders who have demanded payment for their shares and with whom agreements

as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the Zendesk stockholders shown on such verified list at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Delaware Court of Chancery. The costs of these notices are borne by the Surviving Corporation. After notice to Zendesk stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those Zendesk stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require Zendesk stockholders who demanded appraisal of their shares to submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any Zendesk stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss that Zendesk stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all Zendesk stockholders who have asserted appraisal rights unless one of the ownership thresholds is met.

After determining the Zendesk stockholders entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to Zendesk stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Zendesk common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described below). In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each Zendesk stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

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

Zendesk stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No

representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and Zendesk stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Zendesk nor Parent anticipates offering more than the Merger Consideration to any Zendesk stockholder exercising appraisal rights, and each of Zendesk and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Zendesk common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to Zendesk stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a Zendesk stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a Zendesk stockholder in connection with an appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all of the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any Zendesk stockholder who demands appraisal of his, her or its shares of Zendesk common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the Zendesk stockholder’s shares of Zendesk common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest. A Zendesk stockholder will fail to perfect, or effectively lose or withdraw, such holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above is met or if the Zendesk stockholder properly delivers to the Surviving Corporation a written withdrawal of such holder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

From and after the Effective Time, no Zendesk stockholder who has demanded appraisal rights will be entitled to vote such shares of Zendesk common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Zendesk common stock, if any, payable to Zendesk stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above is met, or if the Zendesk stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such Zendesk stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any Zendesk stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any Zendesk stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such Zendesk stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

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

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and non-U.S. Holders (each, as defined below) of shares of Zendesk common stock whose shares of Zendesk common stock are converted into the right to receive cash pursuant to the Merger. This discussion is limited to U.S. Holders and non-U.S. Holders who hold their shares of Zendesk common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (which we refer to as the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation

could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS regarding any matter discussed below.

This discussion is for general information purposes only and does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, or to Zendesk stockholders subject to special rules under the U.S. federal income tax laws, including, for example:

This discussion does not address any U.S. federal tax considerations other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or foreign income or non-income tax considerations. In addition, this discussion does not address any considerations arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, the alternative minimum tax or any considerations in respect of the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with any such agreement).

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Zendesk common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Accordingly, partners in partnerships holding shares of Zendesk common stock should consult their tax advisors as to the particular tax consequences to them of the Merger.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR ZENDESK STOCKHOLDER WILL DEPEND ON THE ZENDESK STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU SHOULD CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES.

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

A “non-U.S. Holder” means a beneficial owner of Zendesk common stock that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for United States federal income tax purposes.

The receipt of cash by a U.S. Holder in exchange for shares of Zendesk common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Zendesk common stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Zendesk common stock. A U.S. Holder’s gain or loss on the disposition of shares of Zendesk common stock generally will be characterized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. Long-term capital gains of certain non-corporate holders, including individuals, currently are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Zendesk common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Zendesk common stock.

In general, subject to the discussion below regarding potential backup withholding, the receipt of cash by a non-U.S. Holder in exchange for shares of Zendesk common stock pursuant to the Merger will not be subject to United States federal income tax unless:

Gain described in the first bullet point above generally will be subject to United States federal income tax on a net income basis in substantially the same manner as if the non-U.S. Holder were a U.S. Holder (unless an applicable income tax treaty provides otherwise), and if the non-U.S. Holder is a corporation for U.S. federal income tax purposes, it may also be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be provided by an applicable income tax treaty) on its “effectively connected earnings and profits” for the taxable year, as adjusted for certain items.

A non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be provided by an applicable income tax treaty) on any gain recognized, which may be offset by U.S.-source capital losses recognized in the same taxable year (if any).

With respect to the third bullet point above, Zendesk believes it has not been, is not and will not be a USRPHC during the five-year period ending on the date of the Effective Time. Even if Zendesk is or was a USRPHC during the relevant period, gain arising from a non-U.S. Holder’s receipt of cash in exchange for shares of Zendesk common stock pursuant to the Merger will not be subject to U.S. federal income tax if the Zendesk common stock is “regularly traded,” as defined in applicable Treasury Regulations, on an established securities market, and such non-U.S. Holder owned, actually and constructively, 5% or less of the Zendesk common stock throughout the Relevant Period.

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

Backup withholding of tax (currently, at a rate of 24%) generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. Holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

A non-U.S. Holder may be subject to information reporting and backup withholding tax (currently, at a rate of 24%) unless the non-U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8), attesting to such non-U.S. Holder’s status as a non-U.S. person and otherwise complies with applicable certification requirements.

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

THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Each of the parties to the Merger Agreement has agreed to (subject to the terms and conditions of the Merger Agreement) use its reasonable best efforts to take promptly, or cause to be taken, all actions necessary, and to do promptly, or cause to be done, 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 and the other transactions contemplated by the Merger Agreement, including obtaining of all necessary consents, approvals, registrations, waivers, permits, authorizations, orders and other confirmations from governmental entities as described in the section of this proxy statement entitled “The Merger Agreement—Other Covenants—Efforts to Consummate the Merger.” These approvals include clearances under the HSR Act, the CFIUS Approval and regulatory approvals under the laws of certain other jurisdictions, including the EU.

Under the HSR Act, the Merger cannot be completed until the waiting period applicable to the Merger has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the Federal Trade Commission (which we refer to as the “FTC”) or the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. The parties made the required filings with the FTC and the DOJ on July 1, 2022, and the initial 30-day waiting period is scheduled to expire at 11:59 pm Eastern Time on August 1, 2022.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Under the Merger Agreement, the Merger cannot be completed until the parties have received from the interagency Committee on Foreign Investment in the United States (which we refer to as “CFIUS”): (a) a written determination from CFIUS to the effect that the transactions contemplated by the Merger Agreement do not constitute a “covered transaction” pursuant to 31 C.F.R. § 800.213, (b) a written determination from CFIUS to the effect that review or investigation of the transactions contemplated by the Merger Agreement has been concluded and that a determination has been made that there are no unresolved national security concerns, or (c) following an investigation conducted by CFIUS pursuant to 31 C.F.R. § 800.507, CFIUS reports the transaction to the President of the United States and either (i) the President of the United States makes a decision not to suspend or prohibit such transaction pursuant to his authorities under Section 721 of the Defense Production Act of 1950, 50 U.S.C. § 4565, as amended, and the regulations at 31 C.F.R. Parts 800-802, or (ii) the President of the United States has not taken any action within 15 days from the date he received the report from CFIUS (which we refer to as the “CFIUS Approval”). Zendesk and Parent submitted a draft joint voluntary notice to CFIUS with respect to the Merger and the other transactions contemplated by the Merger Agreement on July 18, 2022.

The Merger is also subject to receipt of pending regulatory approvals in certain other jurisdictions (unless excluded by waiver mutually agreed between the parties to the Merger Agreement) under their applicable regulatory laws as amended from time to time, in particular: Austria (pursuant to the Austrian Cartel Act 2005); China (pursuant to the Chinese Anti-monopoly Law of China, 2008); the European Union (pursuant to the Council Regulation (EC) No 139/2004); Germany (pursuant to the Act against Restraints of Competition); South Africa (pursuant to the South African Competition Act No. 89 of 1998); Spain (pursuant to the Spanish Act on the legal regime of capital movements and economic transactions abroad (the Act 19.2003) as per last amendment of 24 June 2021 (Royal Decree Law 12/2021) and amended by the transitional provisions (Royal Decree 27/2021); and Switzerland (pursuant to the Swiss Federal Act on Cartels and Other Restrictions of Competition of 1995 and Ordinance of the Control of Concentrations of Undertakings of 1996).

In each case, the Merger cannot be completed until the parties obtain clearance or approval to consummate the Merger or the applicable waiting periods have expired or been terminated. The parties have agreed to cooperate with each other and use their reasonable best efforts to make these filings as promptly as reasonably practicable. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

The following summarizes the provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all of the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (a) were made only for purposes of the Merger Agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Merger Agreement; and (c) may be subject to important qualifications, limitations and supplemental information agreed to by Zendesk, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Zendesk, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Zendesk stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Zendesk, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Zendesk, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedules to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Zendesk, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Zendesk and our business.

The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Zendesk, the separate corporate existence of Merger Sub will cease and Zendesk will continue its corporate existence as the Surviving Corporation, becoming a wholly owned subsidiary of Parent. From and after the Effective Time, subject to the terms and conditions of the Merger Agreement and the DGCL, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Zendesk and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Zendesk and Merger Sub will become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

The initial directors of the Surviving Corporation will be the directors of Merger Sub as of the Effective Time, each to hold office until his or her respective successor is duly elected and qualified, or such director’s earlier death, resignation or removal. The initial officers of the Surviving Corporation will be the officers of Zendesk as of the Effective Time, each to hold office until his or her respective successor is duly elected and qualified, or such officer’s earlier death, resignation or removal. At the Effective Time, the certificate of incorporation of Zendesk will be amended and restated to read in its entirety as the certificate of incorporation of Merger Sub read immediately prior to the Effective Time (except that the name of the Surviving Corporation will be “Zendesk, Inc.” and to omit the provision naming Merger Sub’s incorporator), and the bylaws of Zendesk will be amended so as to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name of the Surviving Corporation will be “Zendesk, Inc.”), in each case until thereafter amended in accordance with applicable law.

The Closing will take place at 7:00 a.m. New York City time on the fifth business day after the satisfaction or waiver (to the extent permitted by applicable law and the Merger Agreement) of all conditions to Closing, which are described below in the section of this proxy statement entitled “—Conditions to the Closing of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or such other date, place and time mutually agreed to in writing by Parent and Zendesk.

At the Closing, the parties will file a certificate of merger with respect to the Merger with the Secretary of State for the State of Delaware as provided under the DGCL. The time at which the Merger will become effective is herein referred to as the “Effective Time.”

At the Effective Time, by virtue of the Merger and without any action on the part of Zendesk, Parent, Merger Sub or the holders of any securities of Zendesk or Merger Sub, each share of Zendesk common stock (other than the Unconverted Shares) issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive the Merger Consideration of $77.50 in cash, without interest, subject to any required tax withholding.

The Merger Agreement provides that, at the Effective Time: RSU Awards and Stock Options that are vested as of immediately prior to the Effective Time (assuming achievement of performance for performance-based RSU Awards using the same formula provided for in the applicable award agreement) will be canceled and converted into the right to receive the Cash Amount equal to the product of (x) the total number of shares of Zendesk common stock subject to such award and (y) the Merger Consideration (and for Stock Options, less the exercise price per share of Zendesk common stock subject to such Stock Option), less any required tax withholding and deductions. Stock Options with per share exercise prices that are equal to or greater than the Merger Consideration will be canceled for no consideration. Any unvested Stock Option that is in-the-money and any unvested RSU Award will be canceled and converted into a cash award for the Cash Amount (assuming achievement of performance for performance-based RSU Awards using the same formula provided for in the applicable award agreement), with such cash awards being subject to the same time-vesting terms and conditions that applied to the associated award, as applicable (except for performance-based vesting conditions), immediately prior to the Effective Time.

At or prior to the Effective Time, Parent will appoint a bank or trust company approved in advance by Zendesk in writing (which we refer to as the “Paying Agent”) to make payments of the Merger Consideration to Zendesk stockholders and act as agent for Zendesk stockholders for the purpose of receiving and holding their certificates representing shares of Zendesk common stock (which we refer to as “certificates”) and non-certificated shares of Zendesk common stock represented by book-entry (which we refer to as “book-entry shares”). At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Paying Agent cash sufficient to pay the aggregate Merger Consideration (excluding amounts payable through Zendesk’s or its subsidiaries’ payroll systems) in exchange for all shares of Zendesk common stock outstanding immediately prior to the Effective Time (other than the Unconverted Shares) (which we refer to as the “Payment Fund”). The Paying Agent will invest all cash included in the Payment Fund as reasonably directed by Parent, subject to certain limitations set forth in the Merger Agreement and provided that any loss of any of the funds included in the Payment Fund will not alter Parent’s obligations to pay the Merger Consideration. In the event the Payment Fund is insufficient to pay the aggregate Merger Consideration (excluding amounts payable through Zendesk’s or its subsidiaries’ payroll systems) for all shares of Zendesk common stock outstanding immediately prior to the Effective Time (other than the Unconverted Shares), Parent will promptly deposit (or cause to be deposited) additional funds with the Paying Agent in an amount that is equal to the shortfall required to make such payment.

As soon as reasonably practicable after the Effective Time (and in any event not later than the second business day following the Effective Time), the Paying Agent will mail to each holder of record of shares of Zendesk common stock (other than holders of Unconverted Shares) whose shares were converted into the Merger Consideration pursuant to the Merger Agreement (a) a letter of transmittal in such form as Parent and Zendesk may mutually agree (or an online portal for holders of record with valid email addresses if the Paying Agent does not customarily require a letter of transmittal) and (b) instructions for use in effecting the surrender of certificates or book-entry shares in exchange for the Merger Consideration. The amount of any Merger Consideration paid to Zendesk stockholders may be reduced by any applicable withholding taxes.

Upon surrender of certificates or book-entry shares to the Paying Agent together with such letter of transmittal (if required), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such certificates or book-entry shares (other than holders of Unconverted Shares) will be entitled to receive in exchange therefor an amount in cash equal to the product of (x) the number of shares of Zendesk common stock formerly represented by such holder’s properly surrendered certificates or book-entry shares multiplied by (y) the Merger Consideration, subject to all required tax withholding.

In the case of any certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by the Paying Agent or Parent, the posting by such person of a bond in customary amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will pay in exchange for such lost, stolen or destroyed certificate an amount in cash (after giving effect to any tax withholding as provided in the Merger Agreement) equal to (x) the number of shares of Zendesk common stock formerly represented by such lost, stolen or destroyed certificate multiplied by (y) the Merger Consideration.

Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains undistributed to Zendesk stockholders for one year after the Effective Time will be delivered to the Surviving Corporation upon demand, and any Zendesk stockholder who has not surrendered its shares of Zendesk common stock in accordance with the Merger Agreement will thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest, upon due surrender of their shares of Zendesk common stock.

Each of the Paying Agent, Merger Sub, the Surviving Corporation and Parent are entitled to deduct and withhold from the consideration and any other payments otherwise payable pursuant to the Merger Agreement to any person such amount as they are required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. To the extent that any amounts are withheld and properly paid to the appropriate taxing authority, such amounts will be treated as having been paid to the person in respect of which such deduction and withholding was made.

The Merger Agreement contains representations and warranties of Zendesk, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Zendesk are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any developments, occurrences, events, effects, circumstances, or changes that (a) prevent, materially delay or materially impair, or would reasonably be expected to prevent, materially delay or materially impair, Zendesk from consummating the Merger by the End Date or (b) considered individually or together with all other developments, occurrences, events, effects, circumstances or changes, have had or resulted in, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of Zendesk and its subsidiaries, taken as a whole, provided that, for purposes of clause (b), none of the following, and no developments, occurrences, events, effects, circumstances or changes arising out of, relating to or resulting from the following, will constitute or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or would reasonably be expected to occur:

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