Preliminary Proxy Statement - M&A (Form PREM14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Walgreens Boots Alliance, Inc.

(Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Walgreens Boots Alliance, Inc.

108 Wilmot Road

Deerfield, Illinois 60015

, 2025

Dear WBA Stockholder:

You are invited to attend a special meeting (we refer to such meeting, including any adjournment, postponement or rescheduling thereof, as the “Special Meeting”) of the stockholders of Walgreens Boots Alliance, Inc. (“WBA” or the “Company”) to be held on     , 2025, at      Central Time. The Special Meeting will be held virtually via live audio webcast at      .

On March 6, 2025, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Blazing Star Parent, LLC, a Delaware limited liability company (“Parent”), Blazing Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the other affiliates of Parent named therein (collectively, together with Parent and Merger Sub, the “Parent Entities”), pursuant to which, subject to the terms and conditions set forth therein and among other things, Merger Sub will be merged with and into the Company with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”). Parent and Merger Sub are affiliates of Sycamore Partners Management, L.P. (“Sycamore”).

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement.

If the Merger is completed, subject to the terms set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other affiliate thereof, or any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with the General Corporation Law of the State of Delaware (the “DGCL”)), will be automatically cancelled and converted into the right to receive (a) cash in an amount equal to $11.45, without interest thereon and subject to all applicable withholding (the “Per Share Cash Consideration”), and (b) one divested asset proceed right (each, a “DAP Right”) issued by Parent or one of its affiliates subject to and in accordance with the DAP Rights Agreement (as defined in the accompanying proxy statement) (the “Per Share DAP Right Consideration” and, collectively with the Per Share Cash Consideration, the “Per Share Consideration”) and (ii) each share of Company Common Stock that is held by the Company as treasury stock or owned by Parent, Merger Sub or any other affiliates thereof, in each case, as of immediately prior to the Effective Time, will be automatically cancelled for no consideration.

The board of directors of the Company (the “Board”), with Stefano Pessina and John Lederer (the “Recused Directors”) recused from the deliberations and approval, unanimously (1) determined that it is fair to, and in the best interests, of the Company and the Company’s stockholders (including the unaffiliated stockholders (as defined below)), and declared it advisable, to enter into the Merger Agreement and certain other transaction documents, in each case, upon the terms and subject to the conditions set forth therein, (2) approved the execution and delivery of the Merger Agreement and certain other transaction documents by the Company,

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the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein, (3) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL, and (4) directed that the adoption and approval of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof.

The approval of the proposal to adopt the Merger Agreement, which we refer to as the “Merger Agreement Proposal,” requires both the affirmative vote of (a) the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Special Meeting, which we refer to as the “Delaware law vote condition,” and (b) the holders of a majority of the outstanding shares of Company Common Stock held by the unaffiliated stockholders cast on such matter at the Special Meeting, which we refer to as the “unaffiliated vote condition.” The unaffiliated stockholders are the Company’s stockholders other than Stefano Pessina, Executive Chairman of the Board, John Lederer, Parent and any of their respective affiliates.

At the Special Meeting, you will also be asked to consider and vote on (1) a proposal to adjourn the Special Meeting, from time to time, to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, which we refer to as the “Adjournment Proposal” and which requires the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter, whether or not a quorum is present, and (2) a nonbinding, advisory proposal regarding certain compensation arrangements for the Company’s named executive officers in connection with the Merger, which we refer to as the “Merger-Related Compensation Proposal” and which requires the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter, assuming a quorum is present.

The Merger Agreement and the Merger have been unanimously approved by the Board, other than the Recused Directors. The Board, by a unanimous vote of the Company’s directors (other than the Recused Directors), recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Merger cannot be completed unless the Merger Agreement Proposal is approved by both a majority of the outstanding shares entitled to vote at the Special Meeting and a majority of the votes cast by the unaffiliated stockholders. A failure to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Agreement Proposal under the Delaware law vote condition.

If you are a record holder of Company Common Stock, whether or not you expect to attend the Special Meeting, at your earliest convenience, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or internet procedures that are included on the enclosed proxy card. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of Company Common Stock through a bank, broker or other nominee, then you are a beneficial owner of shares of Company Common Stock held in “street name,” and you should follow the procedures provided by your bank, broker or other nominee in order to vote. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached

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as Annex A to the accompanying proxy statement. We encourage you to read carefully the entire proxy statement and its annexes, including the Merger Agreement, and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 13 of our annual report on Form 10-K for the fiscal year ended August 31, 2024, the “Risk Factors” section beginning on page 61 of our quarterly report on Form 10-Q for the fiscal quarter ended February 28, 2025 and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you.

If you have any questions or need assistance voting your shares of Company Common Stock, please contact Innisfree M&A Incorporated, the Company’s proxy solicitor in connection with the Special Meeting:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 750-0666

Bankers and Brokers may call collect: (212) 750-5833

Thank you in advance for your cooperation and continued support.

The accompanying proxy statement is dated     , 2025 and is first being mailed to the Company’s stockholders on or about     , 2025.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Walgreens Boots Alliance, Inc.

108 Wilmot Road

Deerfield, Illinois 60015

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON     , 2025

Notice is hereby given that a special meeting (we refer to such meeting, including any adjournment, postponement or rescheduling thereof, as the “Special Meeting”) of the stockholders of Walgreens Boots Alliance, Inc. (“WBA,” the “Company” or “us”) will be held on     , 2025, at      Central Time. The Special Meeting will be held virtually via live audio webcast at     . The Special Meeting will be held for the following purposes:

1. to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 6, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Blazing Star Parent, LLC, a Delaware limited liability company (“Parent”), Blazing Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the other affiliates of Parent named therein (collectively, together with Parent and Merger Sub, the “Parent Entities”), a copy of which is attached as Annex A to the accompanying proxy statement, pursuant to which, subject to the terms and conditions set forth therein and among other things, Merger Sub will be merged with and into the Company with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”) (such proposal, the “Merger Agreement Proposal”);

2. to consider and vote on a proposal to adjourn the Special Meeting, from time to time, to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”); and

3. to consider and approve, by nonbinding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”).

These items of business are more fully described in the accompanying proxy statement. The proxy statement, as well as the Merger Agreement attached thereto, are hereby incorporated by reference into this notice. The Company will transact no other business at the Special Meeting, except such business as may properly be brought before the Special Meeting by or at the direction of the Company’s board of directors (the “Board”).

The affirmative vote of both (1) the holders of a majority of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) entitled to vote on such matter at the Special Meeting, which we refer to as the “Delaware law vote condition,” and (2) the holders of a majority of the outstanding shares of Company Common Stock held by the unaffiliated stockholders (as defined below) cast on such matter at the Special Meeting, which we refer to as the “unaffiliated vote condition,” is necessary for the approval of the Merger Agreement Proposal. Whether or not a quorum is present, the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter is necessary for the approval of the Adjournment Proposal.

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Assuming a quorum is present, the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on such matter is necessary for the approval of the Merger-Related Compensation Proposal. The unaffiliated stockholders are the Company’s stockholders other than Stefano Pessina, Executive Chairman of the Board, John Lederer, Parent and any of their respective affiliates.

The record date for the Special Meeting is     , 2025 (the “Record Date”). Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, a stockholder who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of Delaware law, will have the right to seek appraisal of the fair value of its shares in accordance with Section 262 (as defined below). The procedures for exercising appraisal rights are summarized in the proxy statement accompanying this notice.

The Merger Agreement and the Merger have been unanimously approved by the Board, other than Stefano Pessina and John Lederer (the “Recused Directors”). The Board, by a unanimous vote of the Company’s directors (other than the Recused Directors), recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Merger cannot be completed unless the Merger Agreement Proposal is approved by both a majority of the outstanding shares entitled to vote at the Special Meeting and a majority of the votes cast by the unaffiliated stockholders. A failure to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the approval of the Merger Agreement Proposal under the Delaware law vote condition.

If you are a record holder of Company Common Stock, whether or not you expect to attend the Special Meeting, at your earliest convenience, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or internet procedures that are included on the enclosed proxy card. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of Company Common Stock through a bank, broker or other nominee, then you are a beneficial owner of shares of Company Common Stock held in “street name,” and you should follow the procedures provided by your bank, broker or other nominee in order to vote. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger and the other Transactions. A copy of the Merger Agreement is attached as Annex A to the proxy statement and a summary of the Merger Agreement can be found in the section titled “The Merger Agreement” in the accompanying proxy statement, and the full text of such Merger Agreement and such summary are incorporated by reference into this notice. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in this proxy statement. If you have any questions concerning the Merger or the proxy statement, would

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like additional copies of the proxy statement or need assistance voting your shares of Company Common Stock, please contact Innisfree M&A Incorporated, the Company’s proxy solicitor in connection with the Special Meeting:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 750-0666

Bankers and Brokers may call collect: (212) 750-5833

Deerfield, Illinois

    , 2025

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to 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 may be important to you as a stockholder of the Company. Please refer to the section of this proxy statement entitled “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See the section of this proxy statement entitled “Where You Can Find More Information.”

Q. Why am I receiving these proxy materials?

A. You are receiving this proxy statement because you own shares of Company Common Stock as of the Record Date. The Company is holding a Special Meeting so that its stockholders may vote on the Merger Agreement Proposal, the Adjournment Proposal, and the Merger-Related Compensation Proposal. The approval of the Merger Agreement Proposal by both a majority of the outstanding shares entitled to vote at the Special Meeting and a majority of the votes cast by the unaffiliated stockholders is a condition to the consummation of the Merger. See the section of this proxy statement entitled “The Merger Agreement—Conditions to the Merger.” This proxy statement contains important information about the Merger and the Special Meeting, and you should read it carefully. The enclosed proxy card allows you to vote your shares of Company Common Stock without attending the Special Meeting. Our Board is soliciting your vote for the Special Meeting.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares of Company Common Stock, please see the section of this proxy statement entitled “The Special Meeting.”

Q. When and where will the Special Meeting take place?

A. We will be hosting the Special Meeting virtually via live audio webcast. The Special Meeting will be held on   , 2025 at   Central Time. Regardless of whether you are the “record holder” of your shares or your shares are held in street name, if you held your shares as of the close of business on   , 2025, you are welcome to attend the Special Meeting.

The Special Meeting will begin promptly at   Central Time on   , 2025. Online access to the webcast will open at approximately   Central Time to allow time for you to log in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. To be admitted to the Special Meeting, you will need to log in to   using the 16-digit control number found in the proxy card or voting instruction form. If you are a beneficial owner of shares, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number. Instructions on how to attend and participate online are also available at   . Information on how to vote online at the Special Meeting is discussed below.

Q. Who do I contact if I am encountering difficulties attending the meeting online?

A. We will have technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting, voting at the Special Meeting or submitting questions at the Special Meeting. If you encounter any difficulties accessing the Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on .

Q. As a stockholder, what will I receive in the Merger?

A. If the Merger is completed, you will have the right to receive (a) cash in an amount equal to $11.45, without interest thereon and subject to all applicable withholding, and (b) one divested asset proceed right issued by

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Parent or one of its affiliates subject to and in accordance with the DAP Rights Agreement, for each share of Company Common Stock you own immediately prior to the Effective Time, unless you are entitled to demand and have properly demanded appraisal for such shares of Company Common Stock in accordance with, and you comply in all respects with, Section 262, in which case you will be entitled to the rights provided by such section of the DGCL.

Q. How does the Per Share Consideration compare to the market price of the Company’s shares?

A. Based on cash consideration of $11.45 per share and up to $3.00 per DAP Right, the Per Share Consideration represents a premium of up to 63% and the Per Share Cash Consideration represents a premium of approximately 29% to the closing price of Company Common Stock of $8.85 on December 9, 2024, the last trading day before media reports of a possible going private transaction involving the Company were first published.

Q. What will happen to the Company Equity Awards?

A. Except as otherwise agreed upon in writing between the holders of each Company Stock Option, Company DSU, Company RSU, and Company PSA, as applicable, and Parent, generally speaking, Company Equity Awards will be treated as follows, effective as of immediately prior to the Effective Time:

(i) each then-outstanding Company Stock Option for which the exercise price per share is less than the Per Share Cash Consideration will automatically be cancelled and converted into the right to receive, without interest and less applicable tax withholding, from the Surviving Corporation (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the excess, if any; of (A) the Per Share Cash Consideration over (B) the exercise price per share of such Company Stock Option and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company Stock Option;

(ii) each then-outstanding Company Stock Option for which the exercise price per share is equal to or greater than the Per Share Cash Consideration will be cancelled, without payment of any consideration;

(iii) each then-outstanding Company DSU that is then-outstanding will automatically be cancelled and converted into the right to receive, without interest and less applicable tax withholding, from the Surviving Corporation (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company DSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon) multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company DSU;

(iv) each then-outstanding Company RSU that has vested on or before the Merger Closing, but not yet settled will automatically be cancelled and converted into the right to receive, without interest and less applicable tax withholding, from the Surviving Corporation (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon), multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company RSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon);

(v) each then-outstanding Company RSU that is unvested as of the Merger Closing will automatically be cancelled and converted into the contingent right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon), multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company RSU (including

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any shares of Company Common Stock subject to dividend equivalent units credited thereon), with amounts in respect of such Company RSU payable on the RSU Vesting Date, subject to the holder of such Company RSU remaining in continuous service to the Company as an employee or consultant until the RSU Vesting Date;

(vi) each then-outstanding Company PSA that is unvested and held by a former Company employee (as of immediately prior to the Merger Closing) will be cancelled and converted into the right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (i) the target number of shares of Company Common Stock subject to such Company PSA (including any shares of Company Common Stock underlying dividend equivalent units credited thereon), as pro-rated in accordance with the applicable award agreement (to the extent applicable), multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company PSA (calculated based on target performance and including any shares of Company Common Stock underlying dividend equivalent units credited thereon), as pro-rated in accordance with the applicable award agreement (to the extent applicable); and

(vii) each then-outstanding Company PSA that is unvested and held by a person who is an employee of the Company (as of immediately prior to the Merger Closing) will be cancelled and converted into the contingent right to receive, without interest and less applicable tax withholding (a) an amount in cash equal to the product of (i) the target number of shares of Company Common Stock subject to such Company PSA (including any shares of Company Common Stock underlying dividend equivalent units credited thereon), as pro-rated in accordance with the applicable award agreement (to the extent applicable), multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such unvested Company PSA (calculated based on target performance and including any shares of Company Common Stock underlying dividend equivalent units credited thereon) as pro-rated by the applicable award agreement (to the extent applicable), with amounts in respect of such unvested Company PSA payable on the PSA Vesting Date, subject to the holder of such Company PSA remaining in continuous service to the Company as an employee or consultant until the PSA Vesting Date.

Q. What governmental and regulatory approvals are required to complete the Merger?

A. Under the terms of the Merger Agreement, the Merger cannot be completed until certain governmental, regulatory and healthcare-related approvals have been received. For example, the Merger cannot be completed until the waiting period applicable to the Merger under the HSR Act has expired or been terminated. In addition, further approvals and confirmations are required under other applicable antitrust laws, foreign investment laws, foreign subsidies laws and healthcare notification laws, in a number of jurisdictions. See the section entitled “Special Factors—Regulatory Approvals” for further information.

Q. When do you expect the Merger to be completed?

A. In order to complete the Merger, the Company must obtain the stockholder approval described in this proxy statement, and the other closing conditions under the Merger Agreement must be satisfied or waived. If our stockholders vote to approve the Merger Agreement Proposal, and assuming the other conditions to the Merger are satisfied or waived, it is expected that the Merger could be effective in the fourth quarter of calendar year 2025, although the Company cannot assure completion by any particular date, if at all. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.

Q. What happens if the Merger is not completed?

A. If the Merger Agreement Proposal is not approved by our stockholders, or if the Merger is not completed for any other reason, our stockholders will not receive any payment for their shares of Company Common Stock pursuant to the Merger Agreement. Instead, we will remain an independent public company, and the shares of Company Common Stock will continue to be registered under the Exchange Act and listed and admitted to trade

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on the Nasdaq, for so long as it continues to meet eligibility listing standards. Under specified circumstances under the Merger Agreement, the Company may be required to pay Parent (or one or more of its designees) a Company Termination Fee of either $158 million or $316 million and the documented out-of-pocket expenses of the Parent Entities and their affiliates, up to a maximum amount of $30 million, or Parent may be required to pay the Company the Reverse Termination Fee of $560 million. For more information, see the section of this proxy statement entitled “The Merger Agreement—Termination Fees; Reimbursement of Expenses.”

Q. If the Merger is completed, when can I expect to receive the Per Share Consideration for my shares of Company Common Stock?

A. It is expected that you will receive the Per Share Consideration to which you are entitled promptly after the completion of the Merger once you have provided the Paying Agent with any documentation required by the Paying Agent. For more information, see the section of this proxy statement entitled “The Merger Agreement—Payment Procedures.”

Q. What will happen to shares of Company Common Stock that I currently own after the completion of the Merger?

A. Upon the completion of the Merger, your shares of Company Common Stock will be converted into the right to receive (i) your portion of the Per Share Consideration or (ii) if you have properly demanded (and not properly withdrawn your demand for) appraisal for your shares of Company Common Stock in accordance, and otherwise complied, with Section 262, the rights provided by Section 262. Trading in shares of Company Common Stock on Nasdaq will cease, price quotations for shares of Company Common Stock will no longer be available, and we will cease filing periodic, current and other reports with the SEC.

Q. What are the DAP Rights?

A. The DAP Rights are generally non-transferrable rights to be issued as a component of the Per Share Consideration. Each DAP Right gives the DAP Right Holder a contingent right to receive a pro rata portion of 70% of the net proceeds from any monetization of the Company’s equity or debt interests in the VPMC Group, up to $3.00 per DAP Right, as detailed in the DAP Rights Agreement.

The DAP Rights generally provide for a payment to the DAP Right Holders the occurrence of certain events, including, among others, the sale of all of DAP Issuer’s equity interests in the VPMC Group, the Sale Deadline having occurred without the sale of all of DAP Issuer’s equity interests in the VPMC Group and the amount of cash held by DAP Issuer exceeding certain amounts. Although the Sale Committee formed pursuant to the DAP Rights Agreement to conduct the sale process of the VPMC Group will take into consideration the benefit of maximizing the value of the business of the VPMC Group and the amounts payable pursuant to the DAP Rights, there can be no assurance that any payment will be made under the DAP Rights, or regarding the amount or timing of any such payment. Any amounts to be received in connection with the DAP Rights, and the timing of any payments of any such amounts, are contingent upon the occurrence of certain events which may or may not occur. There are numerous risks and uncertainties associated with receiving payment under the DAP Rights, including the possibility that the monetization of the Company’s equity or debt interests in the VPMC Group will not be sold for a value sufficient to generate a payment to DAP Right Holders. See “The DAP Rights Agreement—Payment Not Certain.”

When entered into, the DAP Rights Agreement will control the terms pursuant to which payments will be made to DAP Right Holders. For a more detailed summary of the DAP Rights, see “The DAP Rights Agreement.”

Q. As a stockholder of the Company, will I be able to trade any DAP Rights that I receive in connection with the Merger?

A. No. The DAP Rights are designed not to be marketable and will not be registered under the Securities Act or the Exchange Act. They may not be sold, assigned, transferred, pledged, encumbered or in any other manner

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transferred or disposed of, in whole or in part, other than through a permitted transfer and, in the case of a permitted transfer, only in accordance with the provisions of the DAP Rights Agreement regarding procedures for transfer and in compliance with applicable U.S. federal and state securities laws (as described in the section entitled “The DAP Rights Agreement—DAP Rights Non-Transferable”).

Q. What is the time limit for sale of the Divested Assets underlying the DAP Rights?

A. Each DAP Right Holder will be entitled to a pro-rata portion of the Sale Deadline Net Proceeds (defined below) in the event that the Entire Village Sale has not been consummated by the Sale Deadline. However, notwithstanding the preceding sentence, the Sale Deadline will be automatically extended for successive one year periods unless DAP Issuer delivers written notice of termination to the Sale Committee and the rights agent for the DAP Rights, to be selected by Parent and reasonably acceptable to the Company (the “Rights Agent”), at least 20 business days prior to the then-applicable Sale Deadline. “Sale Deadline Net Proceeds” refers to, as of the Sale Deadline, the sum, if positive, of (a) the Remaining Asset Amount, plus (b) the Available Cash Balance, minus (c) without duplication, certain hypothetical unpaid taxes. There is no guarantee of any such value and there can be no assurance that any such valuation will ultimately generate any cash proceeds to the DAP Right Holders or when any such cash proceeds would be payable to the DAP Right Holders. Additionally, the DAP Rights are not voting securities of, and do not represent ownership interests in Parent, DAP Issuer, the Company, the Shareholder Representative or any of their respective affiliates, or in any constituent company to the Merger, either at law or in equity, including dividends. Interest will not accrue on any amounts payable on the DAP Rights to any DAP Right Holder. The rights of the DAP Right Holders will be limited to those expressly provided for in the DAP Rights Agreement. In addition, there is substantial uncertainty regarding the tax treatment of the DAP Rights. See “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed description of the material U.S. federal income tax consequences of receiving DAP Rights.

Q. Who is the Shareholder Representative and what is its role?

A. The Shareholder Representative, which the Company will determine prior to the Merger Closing, will consist of a committee, or an entity controlled by a committee, comprised of three individuals who were members of the Board immediately prior to the Effective Time. The Shareholder Representative shall act by a majority vote of the members of the committee on behalf of the DAP Right Holders as their sole and exclusive representative in their capacities as DAP Right Holders for all matters in connection with the DAP Rights Agreement. To the extent that any member of the committee that comprises or controls the Shareholder Representative resigns, is removed or becomes incapable of acting, the remaining members of the committee shall promptly appoint a qualified successor member. The Shareholder Representative will not have any duties, fiduciary or otherwise, under the DAP Rights Agreement except the duty to act in good faith and except as expressly set forth in the DAP Rights Agreement.

The Shareholder Representative will have the sole and exclusive authority to enforce the rights of the DAP Right Holders pursuant to the DAP Rights Agreement. Any action, suit or proceeding instituted by the Shareholder Representative will be brought on behalf of the DAP Right Holders, and any recovery of judgment will be for the benefit of all such holders. The Shareholder Representative will be under no obligation to institute any legal proceeding or to take any other action likely to involve material expense.

The DAP Right Holders have limited recourse against the Shareholder Representative, any individual member of the committee comprising or controlling the Shareholder Representative or any of their respective representatives. None of such persons will have any liability for (i) the performance, or lack thereof, of its duties under the DAP Rights Agreement, (ii) acts or omissions of other parties to the DAP Rights Agreement or (iii) damages, losses or expenses arising out of the DAP Rights Agreement, other than due to gross negligence, bad faith or willful or intentional misconduct. Additionally, such persons do not owe any duties or obligations to the DAP Right Holders, fiduciary or otherwise, other than those expressly set forth in the DAP Rights Agreement and the duty to act in good faith. Finally, no provision of the DAP Rights Agreement shall require the

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Shareholder Representative (as well as holders of its equity interests, any individual member of the committee comprising the Shareholder Representative or any of their respective representatives) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the DAP Rights Agreement or in the exercise of any of its rights or powers.

Pursuant to the terms of the DAP Rights Agreement, DAP Issuer will indemnify the Shareholder Representative (as well as holders of its equity interests, any individual member of the committee comprising the Shareholder Representative or any of their respective representatives) against all claims and losses arising out of or in connection with its duties under such agreement, except to the extent of their gross negligence, bad faith or willful or intentional misconduct.

Q. Do any of the Company’s executive officers or non-employee directors have any interest in the Merger that is different from mine?

A. Yes. Our executive officers and non-employee directors have interests in the Merger that may be in addition to, or different from, the interests of our stockholders generally. The members of the Board were aware of these additional and different interests and the Board, with the Recused Directors recused from the deliberations and approvals, considered them, among other matters, during their deliberations on the merits of the Merger, the negotiation and approval of the Merger Agreement, and in recommending that our stockholders approve the Merger Agreement. For a description of the interests of our executive officers and non-employee directors in the Merger, see the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger.”

Q. Who can vote at the Special Meeting?

A. Stockholders who owned shares of Company Common Stock as of the close of business on    , 2025, the Record Date for the Special Meeting, are entitled to receive notice of, and to vote at, the Special Meeting, or any adjournment, postponement or rescheduling thereof.

As of the Record Date, the Company had   issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Each outstanding share of Company Common Stock is entitled to one vote on each matter considered at the Special Meeting.

A list of stockholders entitled to vote at the Special Meeting will be open to examination by any stockholder for any purpose germane to the Special Meeting during normal business hours for a period of ten days ending on the day before the Special Meeting at our principal executive offices located at 108 Wilmot Road, Deerfield, IL 60015.

Q. What is the difference between being a “stockholder of record” and a “beneficial owner” of shares of Company Common Stock held in “street name”?

A. If, on the Record Date, your shares of Company Common Stock are registered directly in your name with the Company’s transfer agent, EQ Shareowner Services, you are considered, with respect to those shares, the stockholder of record.

As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote at the Special Meeting. If you received your proxy materials by mail, we have enclosed an accompanying proxy card for you to use. You may also submit voting instructions via the Internet or by telephone by following the instructions on the accompanying proxy card.

If your shares of Company Common Stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.”

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As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares in your account, and you are also invited to attend and vote your shares at the Special Meeting. Your bank, broker or other nominee has provided a voting instruction form for you to use to direct them regarding how to vote your shares. Please instruct your bank, broker or other nominee how to vote your shares using the voting instruction form you received from them or vote at the Special Meeting.

Q. What is a quorum and how is it reached?

A. The presence or representation by proxy of a majority of outstanding shares of Company Common Stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. If you submit a properly executed proxy card, even if you vote “AGAINST” a proposal or “ABSTAIN” from voting in respect of a proposal, or for shares that are “broker non-votes” (if any), under the DGCL, all such shares will be counted for purposes of calculating whether a quorum is present.

If a quorum is not present at the Special Meeting, under the Company’s bylaws, the Chair of the Special Meeting, the Chairman of the Board or the President may adjourn the Special Meeting from time to time, to a later date and time.

Q. What vote is required to approve the Merger Agreement Proposal?

A. The affirmative vote of both (1) the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Special Meeting, which we refer to as the “Delaware law vote condition” and (2) the holders of a majority of the outstanding shares of Company Common Stock held by the unaffiliated stockholders cast on such matter at the Special Meeting, which we refer to as the “unaffiliated vote condition,” is necessary for the approval of the Merger Agreement Proposal. If you fail to vote by proxy or at the Special Meeting, abstain from voting, or fail to instruct your broker how to vote, such failure will have the effect of a vote “AGAINST” the Merger Agreement Proposal under the Delaware law vote condition.

Q. What vote is required to approve the Adjournment Proposal and the Merger-Related Compensation Proposal?

A. The approval of the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, requires the affirmative vote of a majority of the shares of Company Common Stock present in person or by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal, whether or not a quorum is present. The approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to our NEOs that is based on or otherwise relates to the Merger requires the affirmative vote of a majority of the shares of Company Common Stock present in person or by proxy at the Special Meeting and entitled to vote on such matter. Assuming a quorum is present, abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and “AGAINST” the Merger-Related Compensation Proposal and shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on these two proposals.

In addition, our bylaws permit the Chairman of the Board or the President to adjourn the Special Meeting from time to time, whether or not there is a quorum, to a later date and time. If less than a majority of the shares of Company Common Stock are present in person or by proxy, the Chair of the Special Meeting may also adjourn the Special Meeting from time to time, to a later date and time.

Q. How will the SP Investors vote the shares of Company Common Stock they hold?

A. In connection with the Transactions, the SP Investors have executed the Voting Agreement in favor of Parent and the Company, pursuant to which the SP Investors have agreed, among other things, and subject to the terms

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and conditions of the Voting Agreement, (i) to vote all shares of Company Common Stock owned by them in favor of the approval and adoption of the Merger Agreement and any proposal to adjourn or postpone any meeting of the Company’s stockholders made in accordance with the Merger Agreement and (ii) not to transfer or otherwise dispose of any of their shares of Company Common Stock prior to the Merger Closing (or the earlier termination of the Merger Agreement) except in specified circumstances.

As of the Record Date, the SP Investors collectively are the stockholders of record and beneficial owners of       shares of Company Common Stock entitled to vote at the Special Meeting, or approximately   % of the voting power of the issued and outstanding shares of the Company Common Stock entitled to vote at the Special Meeting. However, their votes will not be included in determining whether the Merger Agreement Proposal has been approved by the affirmative vote of the majority of the votes cast by the unaffiliated stockholders. This number of shares does not include      shares of Company Common Stock issuable in respect of outstanding equity awards (excluding awards exercisable for a per share exercise price in excess of the Per Share Cash Consideration). For more information, see the section of this proxy statement entitled “The Voting Agreement.”

Q. Why are the Company’s stockholders being asked to cast a nonbinding, advisory vote to approve certain compensation arrangements for the Named Executive Officers under existing agreements with the Company in connection with the Merger?

A. SEC rules require the Company to seek approval on a nonbinding, advisory basis with respect to compensation that may become payable to the Company’s NEOs in connection with the Merger. Approval of the Merger-Related Compensation Proposal is not required to consummate the Merger.

Although the Board intends to consider the results from the vote on the Merger-Related Compensation Proposal, the vote is advisory only and, therefore, is not a condition to the Merger Closing, is not binding on us, Sycamore or any of our or its respective affiliates, and, if the Merger Agreement Proposal is approved by our stockholders and the Merger is completed, the compensation that may be paid or become payable to our NEOs that is based on or otherwise relates to the Merger will be payable to our NEOs even if this proposal is not approved.

Q. How does the Board recommend that I vote?

A. The Board (excluding the Recused Directors) recommends that you vote:

You should read the section of this proxy statement entitled “Special Factors—Purposes and Reasons of the Company for the Merger; Recommendation of the Board” for a discussion of the factors that the Board (other than the Recused Directors) considered in deciding to recommend the approval of the Merger Agreement. See also the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger.”

Q. How do I vote?

A. Stockholder of Record: Shares Registered in Your Name—Vote By Proxy

If, as of the close of business on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, EQ Shareowner Services, then you are a stockholder of record. As a stockholder of record, you may vote at the Special Meeting or vote in advance of the Special Meeting by proxy. Whether or not

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you plan to attend the Special Meeting, we urge you to fill out and return the enclosed proxy card or vote through one of the other methods described below to ensure your vote is counted. You may still attend and vote at the Special Meeting even if you have already voted by proxy.

If you are a stockholder of record, you may vote by proxy using the following methods:

Please note that the Internet and telephone voting facilities for stockholders of record will close at     Eastern Time, on     , 2025. For more information about how you may revoke or change your vote submitted by the mail, telephone or internet method described above, see the section of this proxy statement entitled “Can I change or revoke my vote?”

To vote at the Special Meeting, attend the Special Meeting by visiting   . The meeting starts at   Central Time. Please have your 16-digit control number to join the Special Meeting. Instructions on how to attend and vote online during the Special Meeting, including how to demonstrate your stock ownership, are posted at    .

The control number located on your proxy card is designed to verify your identity and allow you to submit a proxy for your shares of Company Common Stock and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Beneficial Owner: Shares Registered in the Name of a Bank, Broker or Other Nominee – Instruct Your Bank, Broker or other Nominee

If, as of the close of business on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your bank, broker or other nominee regarding how to vote the shares in your account. You will receive instructions from your bank, broker or other nominee that describe the procedures for voting your shares of Company Common Stock at the Special Meeting, rather than from us. You should follow the instructions provided by your bank, broker or other nominee to vote your shares of Company Common Stock at the Special Meeting. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the Special Meeting according to your instructions. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote at the Special Meeting unless you request and obtain a valid “legal proxy” from your bank, broker or other nominee.

Q. What is the deadline for voting my shares of Company Common Stock?

A. If you are a stockholder of record as of the Record Date and choose to vote your shares of Company Common Stock through the Internet or by telephone, your proxy must be received through the Internet or by telephone by Eastern Time on   , 2025, the day before the Special Meeting, for your shares of Company Common Stock to be voted at the Special Meeting. If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed and returned in the enclosed postage-paid reply envelope or otherwise filed with our Corporate Secretary no later than     Eastern Time on   , 2025, the day before the Special

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Meeting. If you vote by mailing the enclosed proxy card, you should allow a sufficient number of days to ensure delivery prior to the Special Meeting. You may also attend the Special Meeting. If you are a beneficial owner, please review the voting instructions provided by your bank, broker or other nominee for information on the deadline for voting your shares.

Q. What is a proxy?

A. A proxy is your legal designation of another person to vote your shares of Company Common Stock. This written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.”

Q. Why is my vote important?

A. If you fail to vote, either at the Special Meeting or by proxy, your shares of Company Common Stock will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.

Additionally, your failure to vote will have the effect of counting as a vote “AGAINST” the Merger Agreement Proposal under the Delaware law vote condition.

Q. If my shares of Company Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote my shares of Company Common Stock for me?

A. If your common stock is held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your common stock with instructions on how to vote your shares.

A bank, broker or other nominee has discretionary authority to vote on “routine” matters without specific instructions from its customers, but does not have discretionary authority to vote on “non-routine” matters without specific instructions from its customers. All of the matters to be considered at the Special Meeting are “non-routine” for this purpose. Accordingly, your bank, broker or other nominee will only be permitted to vote your shares of Company Common Stock if you instruct your bank, broker or other nominee as to how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares of Company Common Stock.

When both “routine” and “non-routine” matters are considered at a meeting and a bank, broker or other nominee refrains from voting your shares on a particular “non-routine” proposal because the bank, broker or other nominee has not received your instructions, it is called a “broker non-vote” with respect to such “non-routine” proposal. Because there are no routine matters to be considered at the Special Meeting, banks, brokers or other nominees do not have discretionary authority to vote on any proposals at the Special Meeting.

A failure to provide instructions to your bank, broker or other nominee with respect to any of the proposals such that your shares are deemed not in attendance at the Special Meeting will have (1) the effect of a vote “AGAINST” the Merger Agreement Proposal under the Delaware law vote condition and (2) no effect on the Adjournment Proposal or the Merger-Related Compensation Proposal.

If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the proposals to be considered at the Special Meeting, your shares of Company Common Stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting.

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Q. How do I vote shares that I hold under the Walgreens Retirement Savings Plan?

A. Participants in the Walgreens Retirement Savings Plan and Profit-Sharing Retirement Trust (the “Walgreens 401(k) Plan”) who hold Company Common Stock credited to their plan account as of the Record Date will have the right to direct the Walgreens 401(k) Plan trustee how to vote those shares. The trustee will vote the shares in a participant’s Walgreens 401(k) Plan account in accordance with the participant’s instructions or, if no instructions are received prior to      on     , 2025, the shares credited to that participant’s account will be voted by the trustee of the Walgreens 401(k) Plan in the same proportion as it votes shares for which it did receive timely instructions. Information as to how participants voted the shares credited to their Walgreens 401(k) Plan account will not be disclosed to the Company. If a participant holds Company Common Stock outside of the Walgreens 401(k) Plan, the participant will need to vote those shares separately.

Q. If a stockholder gives a proxy, how are the shares of Company Common Stock voted?

A. Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your shares of Company Common Stock as you instruct. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company Common Stock should be voted “FOR” or “AGAINST”, or whether the proxyholder should “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Company Common Stock should be voted on any particular matter, the shares of Company Common Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Company Common Stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

In addition, although the Company does not expect any other item of business to come before the Special Meeting, if any other matters properly come before the Special Meeting, the proxyholders will be authorized to vote in their discretion on such other matters.

Q. Can I change or revoke my vote?

A. Yes. If you are a stockholder of record, you have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised by:

If your shares of Company Common Stock are held in “street name” by your bank, broker or other nominee, you may submit new voting instructions by contacting that organization. Please refer to the information forwarded by your bank, broker or other nominee for procedures on revoking your proxy.

If you hold your shares in “street name” and wish to vote at the meeting, you will need to obtain a “legal proxy” from your bank, broker or other nominee in order to vote at the Special Meeting.

Only your last submitted proxy will be considered. Please vote following the instructions in your proxy card or voting instructions form provided by your bank, broker or other nominee as promptly as possible.

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Q. What do I do if I receive more than one set of proxy materials or voting instructions?

A. If you received more than one set of proxy materials or voting instructions relating to the Special Meeting, it likely means that you hold shares of Company Common Stock in more than one account. For example, you may own your shares of Company Common Stock in various forms, including jointly with your spouse, as trustee of a trust or as custodian for a minor, whether in “street name,” or through more than one bank, broker or other nominee, and also directly as a record holder or otherwise. To ensure that all of your shares of Company Common Stock are voted, please provide a proxy or voting instructions for each account for which you received proxy materials in accordance with the instructions provided in this proxy statement.

Q. What happens if I sell my shares of Company Common Stock before the Special Meeting?

A. The Record Date is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, unless you provide the person to whom you sell or otherwise transfer your shares with a proxy, you will retain your right to vote at the Special Meeting. Even if you sell or otherwise transfer your shares of Company Common Stock after the Record Date, we encourage you to complete, sign, date and return the enclosed proxy card in the enclosed postage-paid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).

Unless special arrangements are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies the Company in writing of such special arrangements, you will have transferred the right to receive the Per Share Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares.

Q. Am I entitled to rights of appraisal under the DGCL?

A. If the Merger is completed, stockholders of record and beneficial owners who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of the DGCL, will have the right to seek appraisal of the fair value of their shares of Company Common Stock in accordance with Section 262. This means that holders of shares of Company Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash for the “fair value” of their shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court. Stockholders of the Company who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The procedures for exercising appraisal rights are described in additional detail in this proxy statement, and the text of Section 262. See the section of this proxy statement entitled “Special Factors—Appraisal Rights.”

Q. Is the Merger expected to be taxable to me?

A. The receipt of the Per Share Consideration in exchange for Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a U.S. holder (as defined in the section of this proxy statement entitled “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”) recognizes, and the timing and potentially the character of a portion of such gain or loss, depends in part on the U.S. federal income tax treatment of the DAP Rights, with respect to which there is substantial uncertainty.

The tax consequences of the Merger are complex. You should consult your own tax advisor regarding the particular tax consequences of the Merger to you in light of your particular circumstances (including the application and effect of any state, local or non-U.S. income and other tax laws). For a more detailed description of the material U.S. federal income tax consequences of the Merger, see the section of this proxy statement entitled “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger.”

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Q. Who will solicit and pay the cost of soliciting proxies?

A. We will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. We will also bear the cost of soliciting proxies on behalf of the Board. The Company has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Innisfree a fee of $100,000, plus an additional fee upon receipt of the Company Stockholder Approval and to reimburse Innisfree for reasonable out-of-pocket expenses. The Company also will, upon request, reimburse banks, brokers and other nominees representing beneficial owners of the shares of Company Common Stock for their expenses in forwarding solicitation materials to beneficial owners of our shares of Company Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, by email, through the Internet or virtually. They will not be paid any additional amounts for soliciting proxies. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur. If you have any questions about submitting your proxy or require assistance, please contact Innisfree toll-free at (877) 750-0666 or collect at (212) 750-5833. Innisfree’s address is 501 Madison Avenue, 20th Floor, New York, NY 10022.

Q. What do I need to do now?

A. You should read and consider carefully this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents that are referred to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Even if you plan to attend the Special Meeting, after carefully reading and considering the information contained in this proxy statement, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the enclosed postage-paid reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card) to ensure that your shares of Company Common Stock are represented and can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the instructions provided by your bank, broker or other nominee to see which of the above choices are available to you.

Q. Should I send in my evidence of ownership now?

A. No. You should not return your stock certificates or send in other documents evidencing ownership of shares of Company Common Stock with the proxy card. If the Merger is consummated, the Paying Agent will send each holder of record of shares of Company Common Stock as of immediately prior to the Effective Time a letter of transmittal and instructions that explain how to exchange shares of Company Common Stock for the Per Share Consideration. If you are a beneficial owner of shares of Company Common Stock held in “street name,” you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to effect the surrender of your shares.

Q. What is householding and how does it affect me?

A. To reduce expenses, in some cases, we are delivering one set of proxy materials to certain stockholders who share an address, unless otherwise requested. This is pursuant to a procedure approved by the SEC called “householding.” If you received your proxy materials by mail, a separate proxy card is included in the proxy materials for each of these stockholders.

If you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding within 60 days of such notice, you were deemed to have consented to the process.

If you share an address with another stockholder and received only one set of proxy materials, or would otherwise like to request a separate copy of these materials, please contact Innisfree at (877) 750-0666 or in

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writing at 501 Madison Avenue, 20th Floor, New York, NY 10022. We will promptly deliver a separate copy (free of charge) upon request. Similarly, if you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this proxy statement, or if you hold stock in more than one account, and in either case, you wish to receive only a single copy of each of these documents for your household, you may also contact us in the same manner. If your shares are held through a brokerage account, please contact your broker directly.

Stockholders who participate in householding will continue to receive separate proxy cards to vote their shares, if you receive your proxy materials by mail. Householding does not affect dividend check mailings.

Q. Where can I find the voting results of the Special Meeting?

A. We plan to announce preliminary voting results at the Special Meeting and we will publish final voting results from the Special Meeting in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. For more information, please see the section of this proxy statement entitled “Where You Can Find More Information.”

Q. Who can help answer my other questions?

A. If you have additional questions about the Merger, need assistance in submitting your proxy or voting your shares of Company Common Stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact:

Innisfree M&A, Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll free: (877) 750-0666

Banks and Brokers may call collect: (212) 750-5833

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SPECIAL FACTORS

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the approval and adoption of the Merger Agreement. If the Merger is completed, the holders of Company Common Stock will have the right to receive the Per Share Consideration.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the execution of the Merger Agreement. The following chronology does not purport to catalog every conversation among the Board or representatives of the Company and other parties (including Sycamore).

As part of its ongoing evaluation of the Company’s business, the Board, together with the Company’s management, regularly reviews the Company’s historical performance, strategic plans, operations, competitive position and future prospects, in addition to ways to enhance stockholder value. These reviews have included discussions as to whether the Company should continue to execute on its strategy as a stand-alone public company, pursue various growth strategies, alter its capital structure or pursue a sale of parts or all of the Company. As part of these reviews and sales processes, the Board and the Company’s senior management also monitor developments in the retail and healthcare sectors, as well as the opportunities, challenges and changes facing participants in the industries in which the Company operates. In connection with this process, the Board, together with the Company’s senior management and with the assistance of its advisors, has considered from time-to-time which alternatives would offer the best avenue to enhance shareholder value as well as the potential benefits and risks of any such potential alternatives. In the course of the two years prior to the entry into the Merger Agreement, the Company conducted sales or other similar processes with respect to certain assets in its Boots U.K.-based retail pharmacy business, Shields specialty pharmacy business and Village Business.

Sycamore had participated in a prior sales process the Company conducted with respect to its Boots business, during which time Stefan Kaluzny, founder and managing director of Sycamore, became acquainted with Stefano Pessina, the Executive Chairman of the Company. From time to time thereafter, Mr. Kaluzny, Mr. Pessina and/or John Lederer, a member of the Board who is also a senior advisor to Sycamore and the Chief Executive Offer of Staples, Inc., a Sycamore portfolio company, met socially, but did not discuss a potential strategic transaction between Sycamore and the Company during such meetings.

On January 4, 2024, the Company released its earnings report for the first quarter of fiscal year 2024, which stated that the Company was evaluating all strategic options to drive sustainable long-term shareholder value.

On February 2, 2024, at the request of Mr. Kaluzny, Tim Wentworth, Chief Executive Officer of the Company, and Mr. Kaluzny met telephonically. Mr. Kaluzny discussed the Company and its businesses and the industries in which it operates, and at the conclusion of the discussion, Mr. Kaluzny noted he had additional thoughts regarding the Company he wanted to share with Mr. Wentworth and requested they meet in person to continue discussions. Messrs. Wentworth and Kaluzny agreed to meet in person on February 9, 2024.

On February 2, 2024, a representative of a financial sponsor (“Sponsor Party A”) reached out to Mr. Wentworth to express interest in a potential take-private transaction of the Company. Mr. Wentworth and the representatives of Sponsor Party A scheduled a dinner for February 14, 2024.

On February 9, 2024, Messrs. Wentworth and Kaluzny met in person to discuss the Company, its businesses and the industries in which it operates. Mr. Kaluzny noted the Company’s ongoing turnaround plan and

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communicated potential ways Sycamore could be helpful to the Company in that context, as well as other potential ways Sycamore could become involved with the Company. Mr. Kaluzny did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company during this meeting. At the conclusion of the discussion, Messrs. Wentworth and Kaluzny indicated a desire to continue discussions regarding the Company, including in light of Sycamore’s expertise in the retail sector.

Between February 9, 2024, and May 16, 2024, Messrs. Wentworth and Kaluzny met telephonically on a number of occasions to continue to discuss the Company and its businesses and industries, and potential ways in which Sycamore and the Company could work together. Mr. Kaluzny did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company in the course of these conversations.During these discussions, the parties agreed to schedule a dinner in the near future. Throughout this period and during the subsequent months during which conversations were taking place, Mr. Wentworth provided periodic updates regarding these conversations to Mr. Pessina.

On February 14, 2024, Mr. Wentworth and the representative from Sponsor Party A met for dinner. The representative of Sponsor Party A communicated perceived challenges facing the Company, and Mr. Wentworth and the representative from Sponsor Party A discussed generally the prospect of the two parties working together. The parties agreed to keep in contact following the dinner. The representative of Sponsor Party A did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company during this dinner.

On April 9, 2024, Mr. Wentworth and the representative of Sponsor Party A met in person. The representative of Sponsor Party A stated Sponsor Party A had done some preliminary work based on publicly available information, and believed there was a potential viable path to acquire the Company, while noting that obtaining the requisite third party financing necessary to consummate a transaction of this size may present challenges. Mr. Wentworth conveyed to the representative of Sponsor Party A that the Board would be open to hearing any proposals from Sponsor Party A, including with respect to an acquisition of the Company. The representative of Sponsor Party A did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company during this meeting.

On May 29, 2024, Messrs. Wentworth and Pessina attended a dinner with a representative of Sponsor Party A. The representative of Sponsor Party A inquired as to the Company’s possible interest in a potential acquisition involving Sponsor Party A. Mr. Wentworth conveyed that the Board was always open to considering proposals that may be in the best interests of the Company’s stockholders, but that Sponsor Party A would need to provide a specific proposal in order to progress discussions. During this meeting, the representative of Sponsor Party A did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company, and Sponsor Party A did not follow up with any proposal following this meeting.

On June 10, 2024, Messrs. Wentworth and Pessina attended a dinner with Mr. Kaluzny to continue to discuss the Company and its businesses and industries. Mr. Kaluzny shared his perspectives on the Company’s businesses and industries, including based on his own experience in the retail industry. During this meeting, Mr. Kaluzny continued to express an interest in finding a way for Sycamore and the Company to work together, but Mr. Kaluzny did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company.

On June 11, 2024, Mr. Wentworth had a telephonic discussion with the chief executive officer of a large publicly traded healthcare company (“Strategic Party A”), which had previously expressed interest in a transaction involving the Company’s Shields business as well certain other potential transactions involving the Company. The chief executive officer communicated to Mr. Wentworth that Strategic Party A would not consider or explore any potential strategic transaction with the Company until after the November 2024 presidential election due to regulatory uncertainty.

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Between June 19, 2024 and July 24, 2024, Mr. Wentworth and Mr. Kaluzny met telephonically and in person on a number of occasions to further discuss the Company and its businesses and industries, including publicly available information about the Company. On July 12, 2024, Messrs. Wentworth and Pessina met in person with Mr. Kaluzny to discuss the Company. Mr. Kaluzny did not make any proposal or otherwise discuss the potential terms (including any participation by Mr. Pessina) of an acquisition of the Company in the course of this meeting. On July 24, 2024, Mr. Kaluzny expressed an interest in learning more about the Company to facilitate Sycamore’s consideration of a potential proposal to acquire the Company, and the parties discussed entering into a confidentiality agreement to facilitate the sharing of non-public information with Sycamore. Mr. Kaluzny did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company in the course of these conversations.

On June 26, 2024, a representative from a private equity sponsor (“Sponsor Party B”) reached out to Mr. Wentworth via email to inquire whether Mr. Wentworth would be interested in discussing Sponsor Party B’s possible interest in a broad partnership with the Company, including a potential acquisition by Sponsor Party B of the Company’s international business, Sponsor Party B providing additional capital to the Company’s U.S. retail business and potential financing structures through Sponsor Party B’s credit arm. Sponsor Party B participated in a prior sales process the Company conducted with respect to its Boots business.

On June 27, 2024, the Company released its earnings report for the third quarter of fiscal year 2024 and participated in a related earnings call (the “June 27 Earnings Call”). The Company Common Stock closed at a trading price of $12.19 on June 27, 2024. On the June 27 Earnings Call, representatives of the Company noted, among other things, a worse-than-expected consumer environment and challenging pharmacy industry trends, but also observed recent improvements in VPMC Group, including rightsized costs, improved productivity, and increased sales. Mr. Wentworth also communicated on the June 27 Earnings Call that the Company believed in the future of the Village Businesses.

Also on June 27, 2024, Mr. Wentworth responded to the representative of Sponsor Party B, expressing that the Company was focused on executing its standalone plan as outlined on the June 27 Earnings Call. Mr. Wentworth did not engage in discussions with the representative of Sponsor Party B regarding the suggested potential transactions, including due to the significant work the Board and Company had already done with respect to assessing potential alternative transactions involving certain of the Company’s assets. The representative of Sponsor Party B did not follow up and Sponsor Party B did not submit any proposal with respect to a transaction involving the Company or any of its assets.

On July 10, 2024, the Board held a regularly scheduled in-person meeting. Mr. Wentworth communicated that representatives from certain financial sponsors, including Sycamore, Sponsor Party A and Sponsor Party B, had contacted Mr. Wentworth to express their interest in the Company, but that no party had submitted a proposal and that he would update the Board as appropriate.

On July 24, 2024, Messrs. Wentworth and Pessina, participated in a videoconference call with representatives of a financial sponsor (“Sponsor Party C”) and another investor active in the healthcare space (the “Healthcare Investor”), at Sponsor Party C and Healthcare Investor’s request, to discuss, among other things, the Company’s ongoing strategic and operational review, as outlined by Mr. Wentworth on the June 27 Earnings Call. During this meeting, the representative of Sponsor Party C expressed interest in exploring the possibility of a take-private transaction of the Company, and the parties discussed entering into a customary confidentiality agreement to facilitate further discussions. The representative of Sponsor Party C did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company during this meeting.

On July 24, 2024, Messrs. Wentworth and Kaluzny had a telephonic discussion to discuss certain due diligence information that Sycamore would request to review in connection with its evaluation of the Company.

On July 26, 2024, following up on the discussions from the month prior and to further facilitate discussions between the Company and Sycamore and Sycamore’s evaluation of the Company, the Company entered into a

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confidentiality agreement with Sycamore. The confidentiality agreement contained a customary standstill provision that permitted Sycamore to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party. Following execution of the confidentiality agreement, Sycamore was provided access to select financial and business due diligence information to facilitate its evaluation of the Company.

On July 29, 2024, Mr. Wentworth and members of Company senior management met with representatives of Sycamore in person to discuss certain due diligence information that had been made available to Sycamore.

Between August 2, 2024, and August 28, 2024, Messrs. Wentworth and Kaluzny met telephonically weekly to discuss the due diligence information shared with Sycamore and Sycamore’s continued interest in a potential acquisition of the Company. During these meetings, Mr. Kaluzny did not make a proposal with respect to a potential strategic transaction involving the Company.

On August 9, 2024, Messrs. Pessina and Kaluzny met for dinner while both were vacationing in close proximity to each other. While Mr. Kaluzny noted that Sycamore’s due diligence process was in its early stages, he did not make any proposal or otherwise discuss the potential terms (including any participation by Mr. Pessina) of an acquisition of the Company in the course of this dinner.

On August 21, 2024, the Company entered into a confidentiality agreement with Sponsor Party C. The confidentiality agreement contained a customary standstill provision that permitted Sponsor Party C to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party. The terms of the confidentiality agreement permitted Sponsor Party C to discuss the potential transaction with the Healthcare Investor. Following execution of the confidentiality agreement, Sponsor Party C was provided access to select financial and business due diligence information to facilitate its evaluation of the Company.

On August 21, 2024, Mr. Wentworth met telephonically with representatives of the Healthcare Investor to discuss its possible interest in participating in a potential strategic transaction involving the Company. The participants discussed entering into a confidentiality agreement in order for non-public information regarding the Company to be shared.

On September 3, 2024, the Company entered into a confidentiality agreement with the Healthcare Investor and the Healthcare Investor was subsequently given access to certain non-public information regarding the Company. The confidentiality agreement contained a customary standstill provision that permitted the Healthcare Investor to make non-public acquisition proposals to the Board, as well as competing acquisition proposals at any time after the Company entered into a definitive acquisition agreement with a third party. The terms of the agreement permitted the Healthcare Investor to speak with Sponsor Party C regarding a potential transaction.

On September 4, 2024, Mr. Wentworth met telephonically with a representative of Sycamore to discuss Sycamore’s ongoing review of the Company. The representative of Sycamore did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company during this meeting.

On September 6, 2024, Mr. Wentworth, Mr. Pessina and other members of Company senior management met in person with representatives of Sponsor Party C and the Healthcare Investor. The parties discussed Sponsor Party C and the Healthcare Investor’s ongoing due diligence review of the Company and their possible interest in a strategic transaction involving the Company. Sponsor Party C and the Healthcare Investor noted their work was ongoing. Neither the representative of Sponsor Party C nor the Healthcare Investor made any proposal or otherwise discussed the potential terms of an acquisition of the Company during this meeting. Following this meeting, Sponsor Party C requested additional information in connection with its due diligence review.

On September 9, 2024, Mr. Wentworth provided the Board a written update regarding, among other things, his recent conversations with representatives of various private equity sponsors, including the unsolicited

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outreach from Sycamore and Sponsor Party C, regarding their potential interest in exploring a strategic transaction involving the Company, and advised the Board that the Company had entered into customary confidentiality agreements with each of Sycamore and Sponsor Party C related thereto.

Also on September 9, 2024, Mr. Wentworth met telephonically with Mr. Kaluzny. During this meeting Mr. Kaluzny expressed that Sycamore would likely be submitting a non-binding proposal to acquire the Company in the near term, potentially as early as the following week.

On September 10, 2024, Mr. Wentworth met telephonically with a representative of the Healthcare Investor to discuss the Healthcare Investor’s interest in participating in a potential transaction involving the Company.

On September 16, 2024, Mr. Wentworth met telephonically with representatives of Sponsor Party C to discuss the status of Sponsor C’s review of due diligence information of the Company. The representatives of Sponsor Party C indicated they were still digesting the information from the meeting on September 6, 2024, and indicated that if additional information were shared it could give them greater clarity regarding the prospects of the Company’s retail pharmacy business. The representative further indicated that they expected Sponsor Party C’s ongoing review of the Company and certain of its businesses to take a meaningful amount of time and that it would not be concluded in the near-term. The representatives of Sponsor Party C did not make any proposal or otherwise discuss the potential terms of an acquisition of the Company during this meeting.

On September 16, 2024, the Board held a special virtual meeting at which members of Company senior management and representatives of Kirkland & Ellis LLP (“Kirkland”), the Company’s outside legal advisor, were present. Mr. Wentworth provided an update regarding the Company’s discussions with representatives of Sycamore and Sponsor Party C, including since the prior Board meeting in July and his September 9, 2024 written update to the Board. Mr. Wentworth further noted that any strategic transaction involving the Company would need to be considered in the context of the current stock price, the challenges faced by the Company’s various businesses, macro trends in the Company’s industries, the timeline for, as well as the opportunities and risks related to, a turnaround plan for the Company and complexities in valuing the Company given the foregoing, and the Company’s varied businesses and strategic alternatives that had been evaluated or may be considered with respect to one or more of such businesses. Representatives of Kirkland reviewed with the Board its fiduciary duties and process considerations in connection with the Board’s evaluation of a potential transaction and the ongoing discussions. Mr. Lederer informed the Board of his role and relationship with Sycamore and noted that he would recuse himself from any conversations or deliberations regarding a transaction should Sycamore move forward with a proposal to acquire the Company and/or any of its businesses. In addition, Mr. Pessina, given his significant equity ownership in the Company through his and his affiliates’ holdings of approximately 17% of the Company Common Stock, informed the Board that, should an opportunity arise that the Board determines would be in the best interests of all stockholders, he would consider taking any reasonable action necessary to facilitate such a transaction, including, if applicable, considering the possibility of rolling over part or all of his equity interests. Mr. Pessina stated that he would only engage with potential bidders who ask about a potential rollover of his equity interests when appropriate and only with the Board’s full knowledge and approval. Mr. Pessina further stated that he would not condition his support of any transaction on his ability to participate, including through any potential rollover of his equity interests. At the meeting, Company management discussed with the Board the retention of a financial advisor and the Board determined that based on, among other things, Centerview’s significant experience in both the healthcare and retail sectors and its familiarity with the Company and large public company transactions, the Company should proceed with evaluating Centerview’s engagement, with the terms of the engagement subject to Board review and approval (which review and approval was subsequently provided at the meeting of the Board on December 23, 2024). Also during this meeting, Mr. Wentworth discussed updates regarding VPMC Group, including to reiterate the Company’s ultimate goal of eventually exiting the Village Business and progress made toward that goal since the last Board meeting, including discussions with potential purchasers of certain portions of the business. During this meeting, the Board authorized Mr. Wentworth to continue assisting Sycamore and Sponsor Party C with their respective due diligence reviews of the Company in order to assist in the determination of whether a transaction with either party was feasible.

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On September 23, 2024, Sycamore submitted a letter to the Company stating its intention to make an offer to acquire the Company for a price between $13.00 and $14.00 per share in cash (the “September 23 Proposal”), which proposal was shared with the Board (other than Mr. Lederer). The proposed purchase price per share in the September 23 Proposal represented a premium of between 49% and 61% to the $8.71 closing price of the Company Common Stock on September 20, 2024, the last full trading day prior to submission of the proposal. The September 23 Proposal was based on publicly available information and the non-public information provided to Sycamore prior to the letter, and was subject to the completion of further due diligence. The September 23 Proposal stated that at the signing of a definitive merger agreement, Sycamore would deliver fully committed debt and equity financing commitments sufficient to fund the acquisition of the Company and that its proposal assumed a certain portion of the equity financing would be funded by a rollover by existing stockholders.

On October 6, 2024, Sycamore was given access to a virtual data room.

Throughout October 2024, representatives of Sycamore engaged in due diligence of the Company, which included participation in numerous calls, video conferences and meetings with the Company’s senior management (including representatives of the Company’s primary business segments) and representatives of Centerview, and review of select business, financial and legal due diligence information and documents.

On October 7, 2024, Ornella Barra, the chief operating officer of the Company’s international business met via video conference with representatives of Sycamore, to discuss the Company’s international business. Given her position as the chief operating officer of the Company’s international business, Ms. Barra, the wife of Mr. Pessina, participated in multiple due diligence sessions related to the international business with (and otherwise was, in line with her position, involved in the due diligence process being conducted by) representatives of Sycamore; however, Ms. Barra did not participate in any Board or management deliberations related to the potential Sycamore transaction or any potential alternative transactions, although Ms. Barra continued to participate in ordinary course management discussions.

On October 8, 2024, Mr. Wentworth spoke with representatives of the Healthcare Investor who indicated interest in connecting Mr. Wentworth with certain equity financing sources that could potentially provide significant equity financing in the event of a strategic transaction involving the Company.

On October 8, 2024, Lanesha Minnix, Executive Vice President and Global Chief Legal Officer, sent a letter to Mr. Lederer outlining certain acknowledgments of Mr. Lederer and detailing arrangements that would be put in place in light of Mr. Lederer’s role and relationship with Sycamore, including that he had not been, and did not intend to be, involved in Sycamore’s evaluation of any transaction involving the Company and would not discuss any potential transaction with Sycamore or its representatives, and that while Sycamore was continuing to pursue a potential acquisition of the Company, he would recuse himself from Board discussions related to the Sycamore proposal and/or any other alternative strategic transactions, as well as from discussions of valuation tied to the Sycamore proposal or other alternative strategic transactions. Following October 8, 2024, Mr. Lederer did not participate in the Board’s deliberations or evaluation regarding such matters.

On October 8, 2024, the Board held a special virtual meeting at which members of Company senior management and representatives of Kirkland and Centerview were present. Mr. Wentworth noted the Company’s receipt of the September 23 Proposal, which represented a premium of between 47% and 58% to the $8.87 closing price of the Company Common Stock on October 7, 2024, the last full trading day prior to the meeting, and a 49% and 61% to the $8.71 closing price of the Company Common Stock on September 20, 2024, the last full trading day prior to the receipt of the September 23 Proposal. Company senior management provided an update to the Board on the status of management’s preparation of the Company’s three-year financial plan for the Company’s fiscal years 2025 through 2027, which included unaudited, non-public prospective financial projections for the Company on a standalone basis, without giving effect to the transactions contemplated by the Merger Agreement (the “October Management 3YP”), which were scheduled to be presented to the Board at its

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upcoming regularly scheduled meeting on October 24, 2024, including highlighting certain recent developments related to the Company and its businesses and industries that would be expected to impact the October Management 3YP, such as with respect to cash generation and leverage, and the fact that the payments of various anticipated legal settlements were expected to account for a material portion of the Company’s cash flow generation in coming years. The Board discussed that, subject to the October Management Projections (as defined below) being approved by the Board at its upcoming regularly scheduled meeting later on October 24, 2024, the October Management Projections would be used by Centerview in their financial analyses and would be expected to be provided to potential counterparties as part of their evaluation of a potential transaction with the Company, including to Sycamore. The October Management Projections were subsequently presented by Company senior management, and approved by the Board, at the October 24, 2024 meeting of the Board described below. The October Management Projections are described in more detail in this proxy statement in the section entitled “Special Factors—Certain Unaudited Prospective Financial Information.” At this time, Mr. Lederer recused himself for the discussion regarding the potential transaction with Sycamore. Centerview then provided a summary of various options for the Board to consider in response to the September 23 Proposal, including whether to affirmatively contact other parties that could potentially be interested in a strategic transaction involving the Company. The Board, together with the representatives of Centerview and Kirkland, discussed potential strategic and financial sponsors that may be interested in and/or capable of executing a potential acquisition of the Company, as well as relevant opportunities, risks and other factors to consider in determining whether it was appropriate to solicit additional parties at this time. The Board also observed that they would insist on the inclusion of a “go-shop” period in the definitive transaction documentation entered into in connection with any potential acquisition that would allow the Company, for a specified period of time, to actively solicit alternative acquisition proposals. The representatives of Centerview also provided an overview of Sycamore, including certain of Sycamore’s recent investments, focusing on its significant retail expertise, including with respect to turning around companies in the retail space. At this meeting, the Board authorized Company management and the Company’s advisors to continue to engage with Sycamore with respect to the September 23 Proposal by providing additional non-public financial and business information and holding meetings with management, to allow Sycamore to submit an updated indication of interest, and determined it was premature to affirmatively solicit additional parties at this time given the significant risk to the Company and its businesses of a leak relating to a potential transaction and the significant uncertainty regarding whether Sycamore would ultimately provide a proposal for a transaction that was in the best interests of the Company and its stockholders. In the course of the Board discussion, Mr. Pessina confirmed to the Board his statements made at the September 16, 2024 Board meeting to the effect that, should an opportunity arise that the Board determines would be in the best interests of all shareholders, including with Sycamore, he would consider taking any reasonable action necessary to facilitate such transaction, including rolling over all or part of his equity interests. Mr. Pessina reiterated that he would only engage with Sycamore about a potential rollover of his equity interests when appropriate if requested by Sycamore and only with the Board’s full knowledge and approval, and that he would not condition his support of a transaction on his ability to participate.

On October 15, 2024, the Company released its earnings report for fiscal year 2024 and the fourth quarter thereof and participated in a related earnings call. The Company Common Stock closed at a trading price of $10.42 on October 15, 2024.

Also on October 15, 2024, Centerview provided a relationship disclosure memorandum to the Company, which was subsequently provided to the Board. The Board concluded that none of the relationships disclosed would affect Centerview’s ability to serve as the Company’s financial advisor.

On October 17, 2024, Mr. Wentworth met via video conference with the Healthcare Investor and representatives of a potential equity financing source to discuss their interest in a potential transaction. The Healthcare Investor indicated it was making progress but was not in a position yet to make an offer that the Board or the Company’s stockholders would find attractive. Mr. Wentworth indicated a further discussion with other representatives of the Company could be scheduled to aid the Healthcare Investor in progressing its due diligence review.

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On October 18, 2024, Mr. Wentworth and a representative of Sycamore met telephonically to discuss Sycamore’s due diligence progress and its continued interest in exploring the feasibility of a potential strategic transaction with the Company.

On October 21, 2024, Sycamore submitted a letter to the Company re-affirming its intention to make an offer to acquire the Company for a price between $13.00 and $14.00 per share in cash as set forth in the September 23 Proposal (the “October 21 Letter”), which was shared with the Board (other than Mr. Lederer). The October 21 Letter stated that Sycamore believed it could reach a fully financed offer on or around November 20, 2024, noting certain business due diligence items it would need in order to meet this timeline.

On October 24, 2024, the Board held a regularly scheduled in-person meeting at which members of Company senior management and representatives of Kirkland and Centerview were present. With input from representatives of Centerview, the Board reviewed the October Management 3YP, including, among other things, the impact of store closures in connection with the Company’s footprint optimization program, prescription reimbursement pressures in the Company’s pharmacy business, the amount of expected annual payments related to certain opioid-related payment obligations, the continuation of the Company’s recent historical practice of paying dividends of $1.00 per share of Company Common Stock, the performance of each of the Company’s individual business segments, the Company’s revenues and adjusted operating income and other relevant factors related to the Company’s long-term operating plan. The Company’s senior management also worked with Centerview to prepare extrapolations of the Company’s three-year financial plan for the Company’s fiscal years 2025 through 2027, which included unaudited, non-public prospective financial projections for the Company on a standalone basis, without giving effect to the transactions contemplated by the Merger Agreement (the “Management 3YP”) for fiscal years 2028 and 2029 (together with the extrapolations described below in the VMD Forecasts, the “Extrapolations”), which, together with the Management 3YP, we refer to as the “October Management Projections.” The October Management Projections are described in more detail in the section of this proxy statement titled “Special Factors—Certain Unaudited Prospective Financial Information.” The Board discussed the Company’s decline in adjusted operating income and free cash flow since 2022 as the Company’s U.S. retail pharmacy and healthcare businesses faced headwinds, and observed how changes in this metric could meaningfully impact the October Management Projections. The Board also discussed the pro forma impact on the October Management Projections of a dividend cut, noting that while the October Management Projections included the continuation, the Company’s expected free cash flow would be insufficient to cover this dividend in these fiscal years. At this time, Mr. Lederer recused himself for the discussion regarding the potential transaction with Sycamore. The Board further discussed the September 23 Proposal and October 21 Letter and, with the input of representatives of Centerview, reviewed other parties that may be interested in pursuing a strategic transaction with the Company, noting there was likely limited interest among strategic counterparties, including due to such parties’ interest in expending the required funds to consummate a transaction of this size, the varied business mix of the Company, and potential regulatory considerations. The representatives of Centerview also provided preliminary valuation perspectives to the Board, observing, among other things, that conducting a sum-of-the-parts analysis with respect to the Company’s individual businesses is challenging, including because of the uniqueness of the Company’s U.S. retail business in the public market and because such an analysis does not take into account certain tax, friction costs or balance sheet impacts that would be incurred by separating the Company. The representatives of Centerview also observed that Sycamore had been the only financial sponsor to seriously explore a transaction for the entire Company and noted that there likely would be limited interest from other financial sponsors. With input from Centerview and Kirkland, the Board again discussed whether it was appropriate to solicit additional potential counterparties at this time, and the pros and cons of any such solicitation, including the possibility of a leak of transaction discussions and the potential resulting risk that Sycamore would stop working on its proposal and the significant risk of disruption to the Company’s relationships with its employees, business counterparties and other stakeholders. The Board also again observed that they would insist on the inclusion of a “go-shop” period in the definitive transaction documentation entered into in connection with any potential acquisition that would allow the Company, for a specified period of time, to actively solicit alternative acquisition proposals. The Board further discussed the potential role of Mr. Pessina in any transaction, as the September 23 Proposal indicated Sycamore contemplated rollover participation from the

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Company’s existing stockholders to consummate the proposed transaction with the Company. In connection with this discussion, Mr. Pessina confirmed to the Board that, should the Board determine a transaction with Sycamore would be in the best interests of all stockholders, he would consider taking any reasonable action necessary to facilitate such transaction, including rolling over all or part of his equity interests. Mr. Pessina reiterated that he would only engage in discussions with Sycamore about a potential rollover of his equity interests when appropriate and only with the Board’s full knowledge and approval, and that he would not condition his support of any transaction on his ability to participate.

On October 26, 2024, the Company provided representatives of Sycamore the Company’s fiscal year 2025 budget and the October Management 3YP.

On October 29, 2024, Mr. Wentworth met telephonically with the Healthcare Investor to discuss the Healthcare Investor’s ongoing review of the Company and certain due diligence information of the Company. The Healthcare Investor did not submit any proposal with respect to a transaction involving the Company.

On November 4, 2024, the Company received a non-binding proposal from Sycamore to acquire the Company for $13.50 per share (the “November 4 Proposal”), which proposal was shared with the Board (other than Mr. Lederer). The proposed purchase price per share in the November 4 Proposal represented a 43% premium to the $9.46 closing price of the Company Common Stock on November 1, 2024, the last full trading day prior to submission of the proposal. The November 4 Proposal stated the intended capitalization with respect to the proposal remained consistent with the September 23 Proposal, and that Sycamore was working to reach fully negotiated financing papers by November 27, 2024, which subject to negotiation, would allow a definitive transaction agreement to be signed by December 31, 2024. Further, the November 4 Proposal requested a 30-day period of exclusivity to allow Sycamore to finalize its confirmatory diligence. The Company did not enter into exclusivity with Sycamore at this time or any time prior to entering into the Merger Agreement on March 6, 2025.

Throughout the rest of November 2024 and until Sycamore confirmed to the Company on February 1, 2025 that its critical business due diligence was complete, as described below, representatives of Sycamore engaged in extensive financial and business due diligence of the Company, which included participation in numerous calls, video conferences and meetings with Company senior management (including representatives of the Company’s primary business segments) and representatives of Centerview, and review of select business and financial information and documents.

Also following receipt of the November 4 Proposal, the Company permitted Sycamore to engage with numerous potential equity and debt financing sources, and the potential financing sources entered into joinders to the Company’s confidentiality agreement with Sycamore. Throughout the rest of November 2024 and until entering into the Merger Agreement on March 6, 2025, representatives of Sycamore’s financing sources engaged in due diligence of the Company.

On November 7, 2024, Mr. Wentworth participated in a video conference with representatives of Sponsor Party C to discuss Sponsor Party C’s ongoing review of the Company. In the course of such discussion, the representatives of Sponsor Party C indicated they may have an interest in certain of the Company’s assets (specifically CityMD and Summit businesses of VPMC Group), but were not interested in pursuing a transaction involving the whole Company. The Company subsequently received a joint letter from Sponsor Party C and a large insurance company indicating interest in CityMD and Summit businesses of VPMC Group. Sponsor Party C did not submit any proposal with respect to a take-private transaction involving the Company.

On November 8, 2024, the Board held a special virtual meeting, at which members of Company senior management and representatives of Kirkland and Centerview were present, to discuss the November 4 Proposal. Mr. Lederer recused himself from this meeting. Representatives of Centerview discussed its preliminary financial and valuation analyses with respect to the Company and the November 4 Proposal based on the October

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Management Projections. With the input of representatives of Centerview, the Board reviewed other terms included in the November 4 Proposal, including Sycamore’s request for exclusivity and whether it would be advisable at this time to affirmatively solicit other parties to evaluate such parties’ possible interest in a strategic transaction involving the Company. The Board determined not to grant exclusivity to Sycamore at this time, but to continue to cooperate with its due diligence evaluation and, if appropriate, engage in price negotiations following the completion of Sycamore’s business due diligence and receipt of their financing plan. The Board further determined, in light of various factors also discussed at prior meetings of the Board as described above, not to solicit additional parties at this time, but to continue to remain receptive in the event of unsolicited outreach by a third party to the Company. The Board also approved resolutions to form an ad-hoc convenience transaction committee consisting of Mr. Wentworth, Ginger Graham, Bryan Hanson, Robert Huffines and Thomas Polen (the “Transaction Committee”). The Transaction Committee was not formed to address any actual or perceived conflict of interest, but rather to help facilitate the process relating to the potential transaction, including by ensuring that Mr. Wentworth and other members of senior management and the Company’s advisors would benefit from feedback and guidance from the members of the Board as the process with Sycamore and other potential counterparties continued. During this meeting, Mr. Pessina reiterated his statements made at prior Board meetings regarding his position with respect to any potential participation, including a rollover of part or all of his equity interests, in a potential transaction with Sycamore. Following the meeting, Mr. Wentworth informed Mr. Kaluzny that the Board had formed a Transaction Committee for convenience to assist the Board in efficiently reviewing Sycamore’s proposal.

On November 21, 2024, Messrs. Wentworth and Pessina met in person with Mr. Kaluzny to discuss the progress Sycamore had made to date with respect to its efforts to secure the requisite financing to consummate a transaction with the Company, as well as a potential transaction timeline. Mr. Kaluzny conveyed that Sycamore was aiming to finalize its offer price for the Company the following week, and that Sycamore’s financing work continued to progress. Mr. Wentworth conveyed to Mr. Kaluzny that any discussions requested by Sycamore with Mr. Pessina with respect to Mr. Pessina’s potential rollover participation in a transaction could only occur following approval by the Board. Following this discussion, Mr. Pessina departed the meeting. Following Mr. Pessina’s departure, Messrs. Wentworth and Kaluzny discussed the price set forth in the November 4 Proposal. Mr. Wentworth indicated that the Board expected Sycamore to meaningfully increase its offer price from that set forth in the November 4 Proposal. Mr. Kaluzny reaffirmed his interest in the transaction but also expressed to Mr. Wentworth that the November 4 Proposal was informed by several negative due diligence findings that arose from its ongoing evaluation of the Company. Mr. Kaluzny described to Mr. Wentworth the significant additional work Sycamore was undertaking with representatives of the Company to further analyze these items in order to finalize an offer price.

Between November 26, 2024, and December 6, 2024, in addition to regularly scheduled due diligence calls between representatives of the Company, Sycamore and their respective financial and legal advisors, representatives of the Company and Sycamore held various due diligence calls relating to certain of the Company’s ongoing material litigation matters, including claims by Everly Health Solutions (formerly known as PWNHealth) and a related arbitration award (the “Everly/PWN Matter”), certain tax matters and certain opioid-related matters.

On November 27, 2024, Sycamore provided the Company with draft debt commitment letters from certain potential debt financing sources.

On December 2, 2024, representatives of Centerview and Mr. Kaluzny discussed Sycamore’s progress with respect to completing business due diligence and obtaining the requisite committed financing. During this conversation, Mr. Kaluzny stated that Sycamore’s prospective financing sources continued to do work, but certain of these financing sources would not be in a position to sign definitive transaction documentation by early January. Mr. Kaluzny also noted the significant remaining business due diligence to be completed, communicating an expectation to have such work complete near the end of December, in anticipation of a potential signing later in January. Mr. Kaluzny also discussed certain of the negative findings by Sycamore and

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its prospective financing sources during due diligence, including challenges at VPMC Group and with respect to the Company’s cash flow position.

On December 3, 2024, Sycamore submitted a letter reiterating its prior non-binding proposal to acquire the Company for a price between $13.00 and $14.00 per share (the “December 3 Proposal”), which proposal was shared with the Board (other than Mr. Lederer). The proposed purchase price per share in the December 3 Proposal represented a 45% to 56% premium to the $8.98 closing price of the Company Common Stock on December 2, 2024, the last full trading day prior to the receipt of the December 3 Proposal. The December 3 Proposal noted that Sycamore presently stood at the “low end” of the range due to negative findings regarding (a) normalized cash flow matters, (b) the worsening performance of VPMC Group relative to guidance previously provided by the Company to Sycamore, and (c) the significant ongoing restructuring costs and other liabilities of the Company impacting the cash profile of the Company. Further, the December 3 Proposal noted that while Sycamore was progressing with its preferred equity financing sources, these sources had indicated it would not be feasible to enter into a transaction by January 7, 2025, but that these parties were prepared to work to execute a definitive transaction agreement by January 30, 2025. The December 3 Proposal was subject to completion of Sycamore’s due diligence and detailed the significant resources Sycamore and its advisors were devoting to its extensive due diligence efforts.

On December 4, 2024, the Board held a special virtual meeting, at which Company senior management and representatives of Kirkland and Centerview were present, to discuss the December 3 Proposal. Mr. Lederer recused himself from this meeting. With the input of representatives of Kirkland and Centerview, the Board discussed the December 3 Proposal, including its actionability and attractiveness relative to other potential strategic alternatives available to the Company, as well as compared to the Company’s standalone plan. Representatives of Centerview also reviewed the negative findings Sycamore had identified in due diligence cited in the December 3 Proposal relating to the Company’s cash flow position, and the work Centerview and representatives of the Company were taking to seek to address the impact of the negative findings of Sycamore. The representatives of Centerview, with input from the representatives of Kirkland, also provided an update on the status of Sycamore’s efforts to secure financing, commenting that the draft debt commitment letters received to date contemplated one set of draft debt commitment letters covering the entire transaction. In connection with this financing discussion, Mr. Pessina reiterated that he would only engage with Sycamore regarding a potential rollover of his equity interests when appropriate if requested by Sycamore and only with the Board’s full knowledge and approval, and that he would not condition his support of any transaction on his ability to participate. Mr. Pessina also expressed his view that it was important for representatives of the Company and Centerview to encourage Sycamore to maximize the value that it offered for the Company rather than wait until completion of Sycamore’s business due diligence to engage in price discussions.

In December 2024, in connection with ordinary course internal planning processes, management updated the October Management Projections to reflect the Company’s actual results for the first quarter of its fiscal year 2025 (the “December Management Projections”) and latest view of the remaining fiscal year. The December Management Projections were subsequently used by Centerview to prepare financial analyses for the Board and (other than the Extrapolations) were subsequently provided to Sycamore. The December Management Projections are described in more detail in the section of this proxy statement titled “Special Factors—Certain Unaudited Prospective Financial Information.”

On December 6, 2024, Messrs. Wentworth and Kaluzny met telephonically to discuss Sycamore’s ongoing business and financial due diligence. Mr. Wentworth also communicated that the Board was still in the process of reviewing the December 3 Proposal.

On December 10, 2024, The Wall Street Journal reported that the Company was in talks to sell itself to Sycamore and that a transaction could be completed in early 2025. This report did not include an indication of the price Sycamore may be willing to pay in connection with a transaction. On December 9, 2024, the last trading day before publication of this report, Company Common Stock closed at a trading price of $8.85 (the

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“Unaffected Share Price”), and on December 10, 2024, following the publication of this report, the closing price of the Company Common Stock had increased to $10.42.

On December 11, 2024, the Transaction Committee held a virtual meeting at which representatives of the Company’s senior management and Kirkland and Centerview were present. The Transaction Committee discussed The Wall Street Journal article and the impact of the article on the trading price of the Company Common Stock and the potential impact of the article on both ongoing discussions with Sycamore and the Company’s business, including with respect to employee distraction and morale.

On December 12, 2024, a representative of Strategic Party A telephoned Mr. Wentworth to express an interest in resuming, when the Company was ready, conversations relating to an acquisition of the Company’s Shields business. The representative of Strategic Party A acknowledged he had seen the media reports regarding the potential sale of the Company to Sycamore.

On December 13, 2024, Mr. Wentworth provided a written update to the Board providing a status update on the negotiations with Sycamore, noting Sycamore’s due diligence was expected to be completed by the following week, and that several valuation issues were being analyzed and discussed, particularly with respect to the Company’s litigation profile and cash flow position.

On December 18, 2024, the Transaction Committee held a virtual meeting at which representatives of Company senior management and representatives of Kirkland and Centerview were present. Representatives of Centerview provided updates on the status of discussions with Sycamore, and discussed the impact of The Wall Street Journal report, including the impact on the Company’s stock price. Representatives of Centerview commented that the report in The Wall Street Journal put other potential counterparties on notice that the Company may be engaging in a sales process, and further noted that since the report in The Wall Street Journal, neither the Company nor Centerview received any credible expression of interest from potential counterparties involving a strategic transaction with the Company. Mr. Wentworth added that, as the Board was already aware, from time to time he had engaged, and would continue to engage, in discussions with executives of strategic companies and representatives of private equity sponsors who had various relationships with or interest in the Company and its industries. He noted that, since The Wall Street Journal article, no counterparty to any of these discussions had expressed interest in a potential strategic transaction involving the Company, but he would continue to engage in informal discussions with these parties in the ordinary course and would update the Board if any of these parties expressed interest in a transaction with the Company. Representatives of Centerview provided an update on the status of Sycamore’s due diligence review, describing certain of Sycamore’s due diligence findings and their potential impact on Sycamore’s financing sources and uses, noting certain items Sycamore identified that could result in Sycamore decreasing its valuation of the Company in its next proposal. At this meeting, representatives of Kirkland reviewed the key terms of the draft Merger Agreement, which was prepared in consultation with Company senior management, to be shared with Sycamore and its legal advisors. Representatives of Kirkland further reviewed certain considerations regarding the potential participation by Mr. Pessina in the transaction as part of Sycamore’s financing plan, while also noting that Sycamore had not yet formally requested to have discussions with Mr. Pessina.

On December 21, 2024, representatives of Kirkland distributed an initial draft of the Merger Agreement to representatives of Davis Polk & Wardwell LLP (“Davis Polk”), legal advisor to Sycamore. The draft Merger Agreement included, among other things, (i) a 45-day “go-shop” period during which the Company and its representatives could actively solicit alternative acquisition proposals, as well as the ability for the Company to continue to engage following the end of the go-shop period with a person or persons that submitted an acquisition proposal during the go-shop period that, among other things, the Board determines constitutes or would reasonably be expected to lead to a Superior Proposal (“exempted persons”), (ii) a Company termination fee equal to 2.25% of the Company’s fully diluted equity value, payable if, among other things, the Company terminates the Merger Agreement to enter into an agreement with respect to a Superior Proposal (or 1.125% of the Company’s fully diluted equity value if such termination occurs during the go-shop period or to enter into an

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agreement with an exempted person), and (iii) a reverse termination fee equal to 7.0% of the Company’s fully diluted equity value payable if, among other things, the Merger Agreement is terminated as a result of Sycamore failing to close when required under the Merger Agreement, subject to certain conditions specified therein.

On December 23, 2024, the Board held a special virtual meeting at which representatives of the Company senior management and representatives of Kirkland and Centerview were present. Mr. Wentworth discussed the expected results for the first quarter of the Company’s 2025 fiscal year, noting that the Company’s performance was generally in line with the October Management Projections, but significant challenges persisted, including with respect to the Company’s balance sheet and certain nearing debt maturities, as well as with respect to the Company’s cash flow.

Also at this meeting, at the request of certain Board members to better understand the risks and opportunities to the Company of pursuing its standalone plan or considering a sale to a private equity sponsor, Mr. Lederer was invited to join a portion of the meeting to provide his personal perspective on the potential benefits to the Company of being a private company based on his professional experience, including in retail and as the chief executive officer of Staples, which Sycamore acquired in 2017. Per the agreed guidelines, Mr. Lederer had not discussed the potential transaction involving the Company with Sycamore or any of its representatives. Mr. Lederer observed that, as a private company, the Company may have a greater ability to attract critical talent, to streamline the Company’s corporate structure, and to take more decisive actions to enable the Company to more quickly improve, among other things, its operations and balance sheet issues, in each case relative to being a high-profile publicly traded company with continual focus on publicly released quarterly and annual results. Mr. Lederer also noted that under the private ownership of a financial sponsor, the Company would have potential opportunities to take actions to improve cash flow, which Mr. Lederer highlighted as one key issue facing the Company today. Following his remarks and related discussion with other members of the Board, Mr. Lederer recused himself and left the meeting. Also at the meeting, representatives of Centerview described certain of Sycamore’s due diligence findings and their potential impact on Sycamore’s financing sources, noting certain items Sycamore identified that could result in Sycamore decreasing its valuation of the Company in its next proposal. These issues included timing considerations related to the Company’s cash flow position, the potential amount payable by the Company in connection with the Everly/PWN Matter, and certain other matters. In an executive session of the Board at which Ms. Minnix and representatives of Kirkland were present and Mr. Pessina was not present, representatives of Kirkland provided an update to the remaining directors with respect Mr. Pessina’s potential participation in a transaction with Sycamore, noting that Sycamore had not yet formally requested, and the Board had not yet authorized, those discussions. The representatives of Kirkland further noted their understanding that Mr. Pessina had not made any decision as to whether he would ultimately agree to any rollover (and/or any relevant amount or the terms thereof), which would only be feasible upon engaging in discussions with Sycamore following the Board’s approval. Representatives of Kirkland noted that Sycamore was expected to soon seek the Board’s consent to engage with Mr. Pessina in light of the significant equity funding that would be required in order for Sycamore to consummate an acquisition of the Company and explained that, if the Board were to subsequently reach a preliminary agreement on value with Sycamore, it may be appropriate at such time for the Board to request and authorize Mr. Pessina to engage in discussions with Sycamore regarding his possible participation in the transaction. Also in this executive session, the Board approved the execution by the Company of an engagement letter with Centerview, which engagement letter was executed on December 27, 2024.

Throughout the rest of December, representatives of Sycamore continued to meet via videoconference with representatives of the Company multiple times weekly to discuss business due diligence matters.

On January 5, 2025, representatives of Davis Polk sent a revised draft Merger Agreement to representatives of Kirkland, which, among other things, (i) reduced the length of the go-shop period from 45 days to 30 days and limited the length of time the Company could continue to negotiate with “exempted persons” following the end of the go-shop period to 15 days, (ii) increased the Company termination fee to an amount equal to 3.50% of the Company’s fully diluted equity value (and an amount equal to 1.75% of the Company’s fully diluted equity value

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if payable due to a termination during the go-shop period or in connection with entry into an agreement with an exempted person), (iii) reduced the reverse termination fee payable by Sycamore in certain circumstances to an amount equal to 4.0% of the Company’s fully diluted equity value, and (iv) added a “naked no vote” expense reimbursement provision requiring the Company to reimburse Sycamore for up to $30 million of its out-of-pocket expenses in the event the Merger Agreement is terminated because the Company’s stockholders do not approve the transaction.

On January 10, 2025, the Company released its earnings report for the first quarter of fiscal year 2025 and participated in a related earnings call. The Company Common Stock closed at a trading price of $11.76 on January 10, 2025.

Later on January 10, 2025, Messrs. Wentworth and Kaluzny met telephonically to discuss the Company’s earnings report and transaction status generally.

On January 14, 2025, Ms. Graham, Mr. Polen and Mr. Wentworth met at Sycamore’s New York City offices with representatives of Sycamore to discuss Sycamore’s ongoing business due diligence of the Company, as well as Sycamore’s plans with respect to turning around the Company’s businesses and securing the Company’s future and long-term success in both the United States and globally. Mr. Polen departed the meeting and, following his departure, the remaining participants discussed the Village Business, including its valuation.

Later in the day on January 14, 2025, Messrs. Wentworth and Pessina separately met with Mr. Kaluzny to discuss Sycamore’s ongoing business due diligence of the Company, as well as Sycamore’s perspective on VPMC Group. At this meeting, Mr. Kaluzny noted the uncertainties regarding the value of the Village Business and the resulting difficulty of valuing those assets for purposes of the cash consideration to be paid at closing; as an alternative, he outlined a potential framework of a construct that would convey contingent cash consideration to the Company’s stockholders in the form of net proceeds from the future sale of assets of VPMC Group. Mr. Kaluzny also provided an overview of Sycamore’s ongoing work to obtain the requisite financing. During this meeting the representatives of the Company did not provide feedback regarding the potential framework outlined by Mr. Kaluzny.

On January 16, 2025, representatives of Sycamore conveyed to representatives of Centerview that certain of the negative findings Sycamore had uncovered in due diligence were continuing to weigh on the valuation Sycamore was willing to ascribe to the Company, and that Sycamore was considering proposing that part of the transaction consideration be in the form of an instrument that would allow the Company’s stockholders to participate in the net proceeds from future monetization transactions involving the Company’s debt and equity interests in VPMC Group and its business, as previously outlined at the January 14, 2025 meeting between Messrs. Wentworth, Pessina and Kaluzny.

On January 17, 2025, the U.S. Department of Justice announced it had filed a civil complaint in the U.S. District Court for the Northern District of Illinois against the Company, alleging that the Company and various subsidiaries of the Company had dispensed millions of unlawful prescriptions in violation of the Controlled Substance Act and then sought reimbursement for many of these prescriptions from various federal health care programs in violation of the False Claims Act (the “DOJ Opioid Claim”). The Company Common Stock closed at a trading price of $12.52 on January 17, 2025.

On January 23, 2025, representatives of the Company telephonically met with representatives of Sycamore to discuss the DOJ Opioid Claim.

On January 27, 2025, CNBC reported that the potential take-private transaction, previously reported by The Wall Street Journal on December 10, 2024, was “mostly dead” and highlighted purported challenges in deal discussions. The Company Common Stock closed at a trading price of $11.34 on January 27, 2025.

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On January 30, 2025, representatives of Kirkland sent a revised draft Merger Agreement to representatives of Davis Polk, which, among other things, (i) increased the length of the go-shop period to 45 days and increased the length of time the Company could negotiate with “exempted persons” following the end of the go-shop period to 30 days, (ii) decreased the Company termination fee to an amount equal to 2.4% of the Company’s fully diluted equity value (1.20% of the Company’s fully diluted equity value if payable due to a termination during the go-shop period or in connection with entry into an agreement with an exempted person), (iii) increased the reverse termination fee to an amount equal to 6.5% of the Company’s fully diluted equity value, and (iv) removed the “naked no vote” expense reimbursement provision.

On January 30, 2025, following the close of trading, the Company announced that the Board was suspending the Company’s quarterly cash dividend, as the Company was continuing to evaluate and refine its capital allocation policy taking into account the Company’s broader long-term turnaround efforts, as well as near, medium and long term balance sheet and cash flow challenges, including in light of the Everly/PWN Matter and the DOJ Opioid Claim (the “Dividend Suspension”), which change in capital allocation was aimed at strengthening the Company’s balance sheet by reducing debt over time and improving free cash flow. The Board had discussed a potential dividend reduction at prior Board meetings, irrespective of the potential transaction with Sycamore. The Company Common Stock closed at a trading price of $10.28 on January 31, 2025, the first full trading day following the announcement of the Dividend Suspension after market close on January 30, 2025.

On February 1, 2025, representatives of Sycamore confirmed to representatives of the Company that Sycamore had substantially completed its business due diligence. Throughout the remainder of February 2025 and until the parties executed the Merger Agreement on March 6, 2025, representatives of Sycamore, Davis Polk and Sycamore’s other advisors conducted confirmatory due diligence with respect to the Company, which included numerous due diligence sessions, videoconferences and review of materials provided in the virtual data room.

On February 1, 2025, following the confirmation by Sycamore that it had substantially completed its business due diligence, and with the expectation that Sycamore would soon seek the Board’s consent to engage with Mr. Pessina in light of the significant equity funding that would be required in order for Sycamore to consummate an acquisition of the Company, Ms. Minnix distributed to the Board (including Messrs. Pessina and Lederer) and certain members of management governance and communications guidelines, which had been previously reviewed with the Transaction Committee and other members of the Board, to ensure the process conducted by the Board regarding a possible strategic transaction with Sycamore would be appropriately designed and implemented. These guidelines applied to communications between or among (i) Mr. Pessina, (ii) Mr. Lederer, (iii) the directors of the Company other than Mr. Pessina and Mr. Lederer, (iv) members of the Company’s management, (v) Sycamore or its actual or potential financing sources, and (vi) the respective advisors and other representatives of the foregoing. Among other things, the guidelines provided that Messrs. Pessina and Lederer would be recused from any Board discussions or deliberations related to the Sycamore proposal and/or any other alternative strategic transactions, as well as from discussions of valuation tied to the Sycamore proposal or other alternative strategic transactions, and Messrs. Pessina and Lederer would not receive any reports, analysis or other information related to the Board’s or the Transaction Committee’s evaluation, deliberation or process (including relating to timing and/or developments) from members of the Board or management. Messrs. Pessina and Lederer, and members of management to whom the guidelines were directed, acknowledged and agreed to abide by the guidelines.

On February 2, 2025, Sycamore submitted a non-binding proposal to acquire the Company for $12.75 per share in the aggregate, comprised of $10.75 per share in cash at closing and up to $2.00 per share from conveying to the Company’s stockholders DAP Rights to the first $1.8 billion of proceeds from future monetization transactions involving the Company’s existing debt and equity interests in VPMC Group (the “February 2 Proposal”), which proposal was shared with the Board (other than Messrs. Pessina and Lederer). The February 2 Proposal noted Sycamore had reviewed the most recent draft Merger Agreement distributed by representatives of Kirkland and did not believe any material issues existed that could not be resolved within the following 15 days. The February 2 Proposal further stated that in addition to finalizing the terms of the draft Merger Agreement, it

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expected to spend the time between the date of the letter and the entry into definitive agreements discussing the terms of a potential rollover investment with Mr. Pessina. Following delivery of the February 2 Proposal, representatives of Sycamore reiterated to representatives of the Company and Centerview the impact of certain negative due diligence findings on its proposed valuation, and that the introduction of the DAP Rights instrument was intended to bridge the resulting valuation and financing issues.

On February 4, 2025, the Transaction Committee held a virtual meeting at which members of Company senior management and representatives of Kirkland and Centerview were present (the “February 4 Transaction Committee Meeting”). Representatives of Centerview provided preliminary financial and valuation analyses with respect to the February 2 Proposal, noting among other things that the maximum value of the purchase price set forth in the February 2 Proposal represented a 44% premium to the Unaffected Share Price. Representatives of Centerview observed that the cash portion of the offer represented the value Sycamore was prepared to pay following its fulsome business due diligence and in light of notable developments since Sycamore’s earlier offers, including the estimated increase in the amount necessary to settle the Everly/PWN Matter as compared to what was previously reflected in the October Management Projections and the DOJ Opioid Claim. Representatives of Centerview and Kirkland provided an overview of the DAP Right included in the February 2 Proposal, observing that Sycamore’s proposal included minimal detail with respect to the DAP Right. In connection with the discussion of the DAP Right, representatives of Centerview also presented preliminary valuation analyses with respect to the Village Businesses. Representatives of Centerview provided an overview of Sycamore’s current financing structuring, noting that Sycamore had not yet shared updated financing commitments and that the February 2 Proposal stated that it was assumed Mr. Pessina would participate in the transaction by rolling over his equity interests in the Company.

Also on February 4, 2025, immediately after the conclusion of the meeting of the Transaction Committee, the Board held a special virtual meeting, at which members of Company senior management and representatives of Kirkland and Centerview were present, to discuss the February 2 Proposal and the appropriate response to Sycamore. Each of Messrs. Pessina and Lederer recused himself from the meeting. With the input of the representatives of Centerview and Kirkland, the Board discussed substantially similar topics to the February 4 Transaction Committee Meeting. Following discussion related to aligning around the most tactically advantageous manner in which to respond to the February 2 Proposal, the Board instructed Mr. Wentworth not to provide a counterproposal to Sycamore in response to the February 2 Proposal, but to instead engage in further discussions with representatives of Sycamore in order to encourage Sycamore to increase its offer.

On February 4, 2025, following the conclusion of the meetings of the Board and the Transaction Committee, Mr. Wentworth conveyed to Mr. Kaluzny the Board’s disappointment with the February 2 Proposal, particularly the amount of the upfront cash portion of the offer, and asked Mr. Kaluzny to consider a substantial increase in the cash portion of the offer. Mr. Wentworth conveyed the Company was not prepared to engage on the terms of the DAP Rights instrument until Sycamore agreed to increase the cash portion of its offer. Mr. Kaluzny told Mr. Wentworth he would consider the Board’s feedback and revert.

On February 6, 2025, Mr. Kaluzny communicated to Mr. Wentworth by telephone that Sycamore would be willing to increase its offer to $10.90 per share in cash at closing plus the DAP Right. Mr. Wentworth subsequently communicated that, based on prior discussions with the Board, he believed the proposed closing cash price of $10.90 per share would not be acceptable to the Board, and encouraged Mr. Kaluzny to find additional value to support an increase in the proposed purchase price.

On February 7, 2025, Mr. Kaluzny communicated to Mr. Wentworth by telephone that Sycamore would be willing to increase the closing cash portion of its offer to $11.15 per share, noting the positive due diligence information recently shared by the Company, but also noting the value-impacting issues Sycamore and its financing sources had identified in their due diligence of the Company, including the Everly/PWN Matter and the DOJ Opioid Claim. Later that day, Mr. Wentworth conveyed that this increased offer was unacceptable, and encouraged Mr. Kaluzny to again increase the closing cash portion of Sycamore’s offer. Later in the day,

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Mr. Kaluzny telephoned Mr. Wentworth to communicate Sycamore was willing to increase the cash portion of the offer to $11.25 per share, while maintaining the right of the Company’s stockholders to receive up to an additional $2.00 per share from the DAP Rights (the “February 7 Proposal”). Mr. Kaluzny again noted the potential value-impacting issues Sycamore and its financing sources had identified in their due diligence of the Company, including the Everly/PWN Matter and the DOJ Opioid Claim, which Mr. Kaluzny noted were not known by Sycamore at the time Sycamore submitted prior proposals indicating it was prepared to offer between $13.00 and $14.00 per share to acquire the Company. Mr. Kaluzny further emphasized to Mr. Wentworth that Sycamore would be unable to meaningfully increase the cash portion of its offer above $11.25.

On February 9, 2025, the Transaction Committee held a virtual meeting at which members of Company senior management and representatives of Kirkland and Centerview were present. Mr. Wentworth relayed to the Transaction Committee the discussions he had with Mr. Kaluzny following the prior meeting of the Board, and reviewed the February 7 Proposal as compared to the February 2 Proposal. Representatives of Centerview provided financial and valuation analyses with respect to the February 7 Proposal, noting, among other things, that the maximum value of the purchase price set forth in the February 7 Proposal represented a 50% premium to the Unaffected Share Price. The Transaction Committee discussed potential responses to the February 7 Proposal and, following discussion, Mr. Wentworth and the members of the Transaction Committee determined that Mr. Wentworth should communicate to Sycamore a counterproposal to the closing cash portion of the offer of $12.25 per share, and that the focus should be to improve the value of the closing cash portion of Sycamore’s offer before seeking to improve the terms of the DAP Rights. The Transaction Committee further instructed Mr. Wentworth to, at the appropriate time, negotiate the terms of the DAP Rights instrument based on the valuation work that had been conducted by Centerview, including to increase the amount of the upside that would be potentially realizable by the Company’s stockholders through the DAP Rights.

On February 10, 2025, Mr. Wentworth telephoned Mr. Kaluzny and again conveyed the Board’s disappointment with the upfront cash consideration in the February 7 Proposal and conveyed the Board’s position that the closing cash portion of Sycamore’s offer be increased to $12.25 per share. Mr. Wentworth encouraged Mr. Kaluzny over the course of multiple conversations on that day to meaningfully increase Sycamore’s cash closing price to match or be closer to the $12.25 counterproposal. Later in the day on February 10, 2025, Mr. Kaluzny communicated to Mr. Wentworth by telephone that Sycamore would be willing to increase the closing cash portion of Sycamore’s offer to $11.45 per share in cash, and provide the Company’s stockholders with up to $2.55 per share based on a right to 70% of the first $3.3 billion of net proceeds from future monetization transactions involving the Company’s existing debt and equity interests in VPMC Group (the “February 10 Proposal”). Mr. Kaluzny emphasized to Mr. Wentworth that Sycamore did not have any room whatsoever to further increase the closing cash portion of its offer and would abandon transaction negotiations if the Board required a further increase in the closing cash portion of the offer in order to transact.

Also on February 10, 2025, a federal court in Delaware upheld the arbitration award previously issued against the Company of approximately $988 million in connection with the Everly/PWN Matter (the “Everly/PWN Order”). On this day, Mr. Wentworth and Mr. Kaluzny discussed the Everly/PWN Order, and during this discussion Mr. Wentworth again encouraged Mr. Kaluzny to increase the closing cash portion of Sycamore’s offer to $11.50 or higher. Mr. Kaluzny again communicated that he would not be able to increase the closing cash portion of the offer.

On the morning of February 11, 2025, the Company announced the Everly/PWN Order. The Company Common Stock closed at a trading price of $9.36 on February 11, 2025.

On February 11, 2025, the Transaction Committee held a virtual meeting at which members of Company senior management and representatives of Kirkland and Centerview were present. Mr. Wentworth provided the Transaction Committee with an update on his discussions with Mr. Kaluzny that led to the February 10 Proposal and noted, based on his numerous discussions and interactions with Mr. Kaluzny to date, his belief that Sycamore would be unwilling to further increase the closing cash component of the February 10 Proposal. To assist the

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Board with evaluating the updated terms of the DAP Right proposed by Sycamore, representatives of Centerview presented preliminary valuation and financial analyses of the CityMD and Summit businesses of VPMC Group and the DAP Right. Also at the meeting, representatives of Kirkland discussed that in order to proceed with finalizing a transaction with Sycamore, in light of the significant equity funding that would be required in order for Sycamore to consummate an acquisition of the Company, the Board would need to authorize Sycamore’s engagement in discussions with Mr. Pessina regarding a rollover following reaching an understanding with Sycamore on the price terms of a potential transaction. Mr. Wentworth conveyed to the Transaction Committee during this meeting that Mr. Pessina had not formed a view as to his willingness to participate in a transaction with Sycamore generally but expressed a willingness to take his pro rata share of the DAP Rights if he were to otherwise participate in the transaction with Sycamore by rolling over the upfront cash portion of the merger consideration in respect of his equity ownership in the Company, which would make him the largest holder of DAP Rights and thereby align his interests with the Company’s other stockholders in maximizing the value of VPMC Group following closing. At this meeting, the Transaction Committee also discussed the potential negative impact of the latest developments in connection with the Everly/PWN Matter. At this meeting, the Transaction Committee authorized Mr. Wentworth to proceed to seek to finalize a transaction with Sycamore with a closing cash price of $11.45 per share, and to continue to work toward improved terms on the DAP Right, including by proposing that the Company’s stockholders would be entitled to 85 percent of the net proceeds from future monetization transactions involving the Company’s existing debt and equity interests in VPMC Group.

Later on February 11, 2025, Mr. Wentworth had a telephonic discussion with Mr. Kaluzny where Mr. Wentworth proposed, with respect to the DAP Right, that the Company’s stockholders would be entitled to 85 percent of the net proceeds from future monetization transactions involving the Company’s existing debt and equity interests in VPMC Group, whether pre-closing of a sale of the Company to Sycamore or within four years following closing, up to a total maximum of $3.3 billion, and that the Company’s stockholders and the post-closing Company would evenly split proceeds above such amount. During the course of this discussion, Mr. Kaluzny noted Sycamore’s expectation that the $11.45 closing cash portion would be subject to a dollar-for-dollar adjustment if the Company settled the Everly/PWN Matter for greater than $450 million. Mr. Wentworth did not agree to such an adjustment, but noted the parties could discuss Mr. Kaluzny’s position at the appropriate time. Also during this discussion, Mr. Wentworth advised Mr. Kaluzny that, subject to agreement on price, he would plan to ask the Board to authorize Mr. Pessina to engage with Sycamore with respect to Mr. Pessina’s participation in the transaction.

Also on February 11, 2025, representatives of Kirkland sent to representatives of Davis Polk a term sheet containing certain proposed key terms of the DAP Right instrument, including, among other things, (i) that the Company’s stockholders would be entitled to 85 percent of the net proceeds from future monetization transactions involving the Company’s existing debt and equity interests in VPMC Group, whether pre-closing of a sale of the Company to Sycamore or within four years following closing, up to a total maximum of $3.3 billion, and that the Company’s stockholders and the post-closing Company would evenly split proceeds above such amount and (ii) the establishment of a three-person committee comprised of one representative of the pre-closing Board, one representative of Sycamore and one representative of Mr. Pessina to control the post-closing monetization process.

On February 12, 2025, Mr. Kaluzny communicated to Mr. Wentworth by telephone a proposal of $11.45 per share in cash at closing, and a DAP Right providing the Company’s stockholders with up to $3.00 per share based on a right to 70% of the net proceeds from future monetization transactions involving the Company’s existing debt and equity interests in VPMC Group (the “February 12 Proposal”) and indicating that the parties could negotiate governance and related matters relating to the DAP Rights in connection with the finalization of definitive documentation. Mr. Kaluzny told Mr. Wentworth the financial terms set forth in the February 12 Proposal represented the highest value Sycamore was willing to pay to acquire the Company.

Also on February 12, 2025, representatives of Davis Polk sent to representatives of Kirkland a revised term sheet containing certain key terms of the DAP Right instrument reflecting the financial terms conveyed in the

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February 12 Proposal, as well as certain revisions with respect to the non-financial terms of the DAP Right instrument. Following this exchange, the parties held subsequent discussions regarding the potential terms of the DAP Right and agreed to finalize the terms of the DAP Rights in definitive documentation.

On February 13, 2025, the Board held a special virtual meeting at which members of Company senior management and representatives of Kirkland and Centerview were present. Each of Messrs. Pessina and Lederer recused himself from the meeting. Mr. Wentworth provided the Board with an overview of the latest negotiations that led to Sycamore’s improved February 12 Proposal, noting that he agreed to a “handshake” deal with Mr. Kaluzny to seek to reach definitive agreements on those terms based on the authorization provided at the prior meeting of the Transaction Committee. Mr. Wentworth conveyed to the Board that he believed, based on his discussions with Mr. Kaluzny, that Sycamore did not have capacity or willingness to further improve the cash portion of its offer, and relayed to the Board Mr. Kaluzny’s position that the $11.45 per share portion would be subject to a dollar-for-dollar adjustment if the Company settled the Everly/PWN Matter for greater than $450 million. Mr. Wentworth also reminded the Board of certain events that had occurred during the course of price negotiations with Sycamore, including the announcement of the DOJ Opioid Claim and the Everly/PWN Order, as well as the other due diligence findings Sycamore expressly communicated were value-impacting during the course of its business due diligence. Mr. Wentworth and other members of management also conveyed to the Board the significant work being done by the Company to demonstrate upside opportunities to Sycamore in an effort to offset such negative developments and the due diligence findings of Sycamore to avoid any potential decrease in Sycamore’s February 12 Proposal. Representatives of Centerview presented its preliminary financial and valuation analyses with respect to the Company and the February 12 Proposal, including with reference to financial analysis of VPMC Group. Following discussion, the Board determined to seek to finalize a transaction based on the February 12 Proposal. Also at this meeting, the Board discussed the significant equity funding that would be required in order for Sycamore to consummate an acquisition of the Company and Sycamore’s request to discuss a potential rollover investment from Mr. Pessina. Based on the advice of management and its advisors, the Board concluded that Sycamore would not have the necessary financing to be able to acquire the Company on the terms of the February 12 Proposal unless Mr. Pessina agreed to roll over all or a substantial portion of his shares in the Company (the “Proposed Reinvestment”). Following discussion, in order to allow the Board to continue to explore the feasibility of the Sycamore transaction, which it believed may be in the best interests of the Company and its stockholders, the Board determined that it would be advisable and beneficial for the Company for Mr. Pessina and his representatives to have exploratory discussions with Sycamore and its representatives regarding the potential terms of the Proposed Reinvestment, including the terms that would apply to Mr. Pessina’s involvement with the Company after the closing of the Sycamore transaction (the “Requested Discussions”). The Board also discussed with the representatives of Kirkland the Company’s existing stockholders agreement with Mr. Pessina. Accordingly, the Board adopted resolutions requesting and authorizing Mr. Pessina to engage in the Requested Discussions, subject to Mr. Pessina agreeing to certain conditions that had been previously discussed with his representatives, including that (i) the Company should not provide Mr. Pessina with any information from the Company regarding the potential transaction with Sycamore, the status of any negotiations between the Company and any potential counterparty to a potential strategic transaction or the terms, conditions or value offered by a potential counterparty to a potential strategic transaction; (ii) that Mr. Pessina would not be permitted to disclose or discuss with Sycamore any Company information except information disclosed by the Company to Sycamore in connection with Sycamore’s due diligence review; and (iii) that Mr. Pessina would not enter into any exclusivity, lock-up, dry-up or similar arrangements with Sycamore or any other potential counterparty or financing source that would prevent Mr. Pessina from considering in good faith (if requested by the Board) a rollover investment with other potential transaction counterparties. In addition, the Board requested that Mr. Pessina report on the progress of the Requested Discussions at its or the Transaction Committee’s request, in order to allow the Board or the Transaction Committee to consider further the feasibility of Sycamore’s proposed transaction. In adopting the resolution, the Board acknowledged that Mr. Pessina had not formed any view as to his willingness to roll over his shares of Company Common Stock. Also at this meeting, the Board discussed and approved the Company engaging Morgan Stanley to deliver to the Board a second fairness opinion in connection with the proposed transaction with Sycamore, based on, among other things, Morgan Stanley’s significant experience in both the

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healthcare and retail sectors and valuation expertise. The Company subsequently engaged Morgan Stanley and, on February 28, 2025, the Company and Morgan Stanley executed an engagement letter.

On February 13, 2025, following the special virtual meeting of the Board, a representative of Kirkland sent to Mr. Pessina’s counsel and to representatives of Debevoise & Plimpton LLP (“Debevoise”), Mr. Pessina’s legal advisor, a copy of the resolution adopted by the Board requesting and authorizing Mr. Pessina to engage in the Requested Discussions. At the same time, Ms. Minnix contacted Mr. Pessina by e-mail to inform him of the Board’s request and to ask Mr. Pessina to confirm that he acknowledged and agreed to the conditions requested by the Board. Later on February 13, 2023, in reply to Ms. Minnix, Mr. Pessina confirmed his acknowledgment and agreement to the conditions.

On February 14, 2025, Mr. Pessina’s counsel e-mailed Mr. Kaluzny informing him that the Board had requested and authorized Mr. Pessina to begin the Requested Discussions and to request the contact details for Sycamore’s legal advisors at Davis Polk. On February 14, 2025, a representative of Sycamore reached out to Ms. Minnix to confirm that the Board had requested and authorized Mr. Pessina to begin the Requested Discussions. Ms. Minnix confirmed the Board had authorized and requested such discussions.

On February 15, 2025, Mr. Kaluzny replied to Mr. Pessina’s counsel providing the contact details for Sycamore’s legal advisors at Davis Polk.

On February 16, 2025, Mr. Pessina’s counsel, representatives of Debevoise and representatives of Davis Polk met by video-conference to prepare for in-person discussions and negotiations in New York scheduled to begin on February 19, 2025. On that call, among other things, representatives of Davis Polk were informed of the conditions that Mr. Pessina had agreed to with the Board in respect of his discussions with Sycamore. Immediately following the call, a representative of Debevoise sent to representatives of Davis Polk a summary data request for information intended to allow Mr. Pessina and his representatives to prepare for in-person discussions.

On February 18, 2025, to further facilitate discussions between Mr. Pessina and Sycamore and Mr. Pessina’s evaluation of whether he was willing to participate in the transaction, Mr. Pessina entered into a confidentiality agreement with Sycamore. The confidentiality agreement expressly acknowledged that Mr. Pessina’s entry into discussions with Sycamore was at the direction of and under the authorization of the Board, subject to certain conditions; that Mr. Pessina had formed no view as to whether to participate in the transaction; and that the Board may request, and Mr. Pessina was expressly permitted to provide, updates to the Board on the progress of the discussions between Mr. Pessina and Sycamore, in order to allow the Board to consider further the feasibility of the transaction.

From February 19, 2025 to February 21, 2025 and again from March 2, 2025 to March 5, 2025, Mr. Pessina and/or his representatives met in person with representatives of Sycamore, including Mr. Kaluzny, in New York for continuous negotiations regarding the terms and conditions on which the SP Investors would agree to participate as an equity investor in the transaction by reinvesting the cash consideration that they would otherwise receive in the Merger pursuant to the Merger Agreement. Mr. Lederer participated in certain of these meetings solely to facilitate discussion between Mr. Kaluzny and Mr. Pessina and their respective representatives relating to post-closing governance and related matters. At such meetings, Mr. Lederer did not otherwise discuss the potential transaction involving the Company with Sycamore, Mr. Pessina or any of their respective representatives. From February 19, 2025 until the execution of the Merger Agreement on March 6, 2025, Mr. Pessina’s counsel, representatives of Debevoise and representatives of Davis Polk finalized the terms of the Reinvestment Agreement and an interim investors agreement (the “Interim Investors Agreement”) to be entered into between affiliates of Sycamore and Mr. Pessina and his holding company. Representatives of Davis Polk and Mr. Pessina’s counsel shared periodic updates with representatives of Kirkland with respect to the status of these negotiations, arrangements and documents, as further detailed below.

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In mid-February, 2025, in connection with ordinary course internal planning processes, management updated the December Management Projections to reflect certain material changes to assumptions included in the December Management Projections, including to reflect the Company’s actual results for the first two months of the second quarter of the Company’s fiscal year 2025, latest view of the remainder of the fiscal year and certain other changes at the Company and other changes, including the Dividend Suspension and asset monetization activities (the “February Management Projections”). Also in February 2025, the Company’s senior management also updated certain unaudited prospective financial information for VPMC Group for calendar years 2025 through 2029 based on updated projections provided by the VPMC Group management team, and the Company’s senior management worked with Centerview to prepare extrapolations for fiscal year 2030 (collectively, the “VMD Forecasts”). The VMD Forecasts reflected the same assumptions as included in the February Management Projections with respect to VPMC Group, including, relating to, among other things, the composition of the assets of VPMC Group throughout the forecast period, the completion of sales processes for certain VPMC Group assets in certain geographic markets, and additional market sales or separations of certain markets in calendar year 2025, as well as the retention of certain businesses and markets within VPMC Group and certain operational and administrative initiatives. The February Management Projections and the VMD Forecasts were provided to Centerview and Morgan Stanley and, at the instruction of Company’s senior management, used in connection with their respective analyses and opinions. The February Management Projections and the VMD Forecasts (in each case, other than the Extrapolations) were also provided to Sycamore. The February Management Projections and VMD Forecasts are described in more detail in the section entitled “Special Factors—Certain Unaudited Prospective Financial Information.”

On February 19, 2025, representatives of Davis Polk sent a revised draft Merger Agreement to representatives of Kirkland, which, among other things, (i) accepted the proposed 45-day go-shop period, subject to the Company agreeing to remove the exempted persons construct, (ii) increased the Company termination fee to an amount equal to 3.20% of the Company’s fully diluted equity value (and an amount equal to 1.60% of the Company’s fully diluted equity value if payable due to a termination during the go-shop period), (iii) decreased the reverse termination fee to an amount equal to 5.0% of the Company’s fully diluted equity value and (iv) re-inserted the “naked no vote” expense reimbursement provision requiring the Company to reimburse Sycamore for up to $30 million in expenses in the event the Merger Agreement is terminated because the Company’s stockholders do not approve the transaction.

On February 22, 2025, representatives of Kirkland sent an initial draft of the form of DAP Rights Agreement to representatives of Davis Polk. Following February 22, 2025 until the finalization of the form of the DAP Rights Agreement on March 6, 2025, the parties exchanged various drafts of the DAP Rights Agreement and continued to negotiate terms relating to governance matters and terms relating to the calculation of net proceeds to be received by the Company’s stockholders, as well certain matters related to the funding of VPMC Group.

On February 23, 2025, representatives of Kirkland sent a revised draft Merger Agreement to representatives of Davis Polk, which, among other things, (i) reinserted the ability of the Company to engage with “exempted persons” for a 20-day period following the end of the go-shop period, (ii) decreased the Company termination fee to an amount equal to 3.0% of the Company’s fully diluted equity value (and an amount equal to 1.50% of the Company’s fully diluted equity value if payable due to a termination during the go-shop period or in connection with entry into an agreement with an exempted person), (iii) increased the reverse termination fee to an amount equal to 6.50% of the Company’s fully diluted equity value, (iv) removed the “naked no vote” expense reimbursement provision requiring the Company to reimburse Sycamore for up to $30 million in expenses in the event the Company’s stockholders do not approve the transaction, (v) included certain revisions relating to the Company’s required efforts with respect to the reorganization transactions contemplated by the Merger Agreement and other actions to be taken in connection with Sycamore’s financing process and (vi) provided that the affirmative vote of a majority of votes cast by the unaffiliated stockholders be a condition to closing.

From February 24, 2025 until the execution of the Merger Agreement and the various financing commitment letters, Sycamore continued to negotiate with its financing sources the terms of such financing

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commitment letters (both debt and preferred equity), keeping representatives of Centerview and Kirkland apprised of the status of its financing arrangements and providing the Company and its advisors with drafts of its financing commitment letters and related documentation.

On February 24, 2025, representatives of Kirkland shared with representatives of Mr. Pessina and representatives of Davis Polk a customary draft of the Voting Agreement. The Voting Agreement provided that, among other things, the SP Investors would vote all shares of the Company’s Common Stock owned by them in favor of the approval and adoption of the Merger Agreement and would, if requested to do so by action of the Board, explore in good faith the possibility of working with any third party regarding an acquisition proposal, subject to the limitations in the Merger Agreement. Following February 24, 2025 and prior to entering into the Voting Agreement on March 6, 2025, the parties exchanged drafts of the Voting Agreement.

On February 25, 2025, representatives of Davis Polk sent a revised draft Merger Agreement to representatives of Kirkland, which, among other things, (i) removed the “exempted persons” construct, (ii) increased the Company termination fee to an amount equal to 3.1% of the Company’s fully diluted equity value (and an amount equal to 1.55% of the Company’s fully diluted equity value if payable due to a termination during the go-shop period), (iii) included a placeholder for the reverse termination fee, noting the fee was subject to discussion in connection with finalizing terms regarding structure and financing, (iv) reinserted the “naked no vote” expense reimbursement provision requiring the Company to reimburse Sycamore for up to $30 million in expenses in the event the Company’s stockholders do not approve the transaction, (v) included certain revisions relating to the Company’s required efforts with respect to the reorganization transactions contemplated by the Merger Agreement and other actions to be taken in connection with Sycamore’s financing process and (vi) revised the closing condition regarding the approval of the unaffiliated stockholders to require the affirmative vote of a majority of shares outstanding held by the unaffiliated stockholders. Representatives of Davis Polk also sent a draft Equity Commitment Letter and Limited Guaranty to representatives of Kirkland. Following February 25, 2025, and prior to entering into these agreements on March 6, 2025, the parties exchanged drafts of the Equity Commitment Letter and the Limited Guaranty.

On February 25, 2025, the Company announced it entered into a settlement agreement with Everly pursuant to which the Company agreed to pay Everly/PWN $595 million to resolve all existing claims by Everly against the Company in connection with the Everly/PWN Matter.

On February 26, 2025, the Transaction Committee held a virtual meeting at which members of Company senior management and representatives of Kirkland and Centerview were present. The representatives of Centerview provided an update on the status of Sycamore’s financing arrangements, including by noting that while Sycamore previously expected to provide a single “whole company” set of debt and preferred equity commitment letters, due to financing source requests and structuring requirements, Sycamore would need to provide business segment-specific debt and preferred equity commitment letters, conveying that each of these business segments would be separately financed, with financing syndication efforts being coordinated but otherwise independent of each other, and providing an overview of each of the anticipated financing packages. Representatives of Kirkland provided an overview of the key terms of the Merger Agreement and the DAP Rights Agreement, including to explain the material open items being negotiated with Davis Polk and Sycamore, as well as certain legal issues raised by Sycamore’s expected business segment financing package relating to closing conditionality and the obligations of the Company to take certain pre-closing reorganization actions to help facilitate this financing structure.

On February 27, 2025, with the agreement of representatives of Davis Polk, and in response to a request by the Board for an update on progress to be given to the Board at its meeting scheduled for February 28, 2025, Mr. Pessina’s counsel shared with representatives of Kirkland the latest draft of the Reinvestment Agreement and a summary of progress in the still pending negotiations with respect to the Interim Investors Agreement. Mr. Pessina’s counsel also reported (which was subsequently reported to the Board on February 28, 2025) that Mr. Pessina believed that reaching an agreement with Sycamore with respect to the terms on which he and his

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holding company could agree to reinvest the proposed cash consideration that such shareholders would otherwise receive pursuant to the Merger Agreement remained possible, but certain material terms remained to be agreed and discussions were ongoing.

On February 28, 2025, representatives of Kirkland sent a revised draft Merger Agreement to representatives of Davis Polk, which, among other things, (i) reinserted the ability of the Company to engage with “exempted persons” for an additional 30-day period following the end of the go-shop period, (ii) accepted the amount of the Company termination fee (including the fee payable in connection with the go-shop or with “exempted persons”) proposed in Davis Polk’s prior draft Merger Agreement, (iii) re-inserted the previously proposed amount of the parent termination fee (6.50% of the Company’s fully diluted equity value), (iv) removed the “naked no vote” expense reimbursement provision requiring the Company to reimburse Sycamore for up to $30 million in expenses in the event the Company’s stockholders do not approve the transaction, (v) included certain revisions relating to the Company’s required efforts with respect to restructuring transactions and other actions to be taken in connection with Sycamore’s financing process and (vi) revised the closing condition regarding the approval of the unaffiliated stockholders to require the affirmative vote of a majority of votes cast by unaffiliated stockholders.

On February 28, 2025, Centerview provided an updated relationship disclosure memorandum to the Company, which was provided to the Board. The Board concluded that none of the relationships disclosed would affect Centerview’s ability to serve as the Company’s financial advisor.

Also on February 28, 2025, Morgan Stanley provided a relationship disclosure memorandum to the Company, which was provided to the Board. The Board concluded that none of the relationships disclosed would affect Morgan Stanley’s ability to serve as the Company’s financial advisor.

On February 28, 2025, the Board held a special virtual meeting at which members of Company senior management and representatives of Kirkland, Centerview and Morgan Stanley were present. Each of Messrs. Pessina and Lederer recused himself from the meeting. With the input of representatives of Kirkland, Centerview and Morgan Stanley, the Board discussed the February 12 Proposal, as well as the status of Sycamore’s finalization of its financing arrangements and financing sources and uses. With input from representatives of Centerview, the Board reviewed the February Management Projections, as well as the VMD Forecasts. Mr. Wentworth and representatives of Centerview conveyed to the Board that the parties were very likely to be in a position to announce a transaction during the week of March 3, 2025. Representatives of Kirkland reviewed with the Board the directors’ fiduciary duties as previously discussed, relevant considerations in connection with the Board’s decision making process and reviewed the latest terms of the draft Merger Agreement, including the conditions to closing, each party’s termination rights, the ability of the Board to solicit alternative acquisition proposals during the go-shop period, the Company termination fee, the current status of negotiation of the reverse termination fee and the provisions of the draft Merger Agreement relating to the treatment of equity awards. Representatives of Kirkland also reviewed the key terms of the DAP Rights Agreement and Mr. Pessina’s Proposed Reinvestment with Sycamore and an overview of Sycamore’s financing arrangements and the pre-closing reorganization transactions contemplated to occur in connection with such financing.

Given the parties’ planned timing for potentially announcing a transaction, representatives of Sycamore and the Company agreed to meet, together with representatives of Davis Polk and Kirkland, in person at Kirkland’s New York City offices to discuss remaining transaction issues.

On March 1, 2025, representatives from the Company, Sycamore, Kirkland and Davis Polk met in person to discuss the transaction, including key issues under the Merger Agreement, DAP Rights Agreement and other transaction documents, as well as executive compensation and employee benefits matters and matters related to Sycamore’s proposed financing structure, including Sycamore’s expected sources and uses.

On March 2, 2025, representatives of Centerview met telephonically with representatives of Sycamore. The representatives of Centerview conveyed the Board’s concerns with respect to the time it was taking to finalize

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transaction documentation, including Sycamore’s financing arrangements. On this call, the representatives of Sycamore conveyed that in light of the significant progress made on March 1, 2025, Sycamore believed a signing as early as mid-week was possible.

Between March 2, 2025 and the execution of the Merger Agreement and other transaction documents on March 6, 2025, the parties and their respective advisors held numerous discussions to discuss transaction issues, including with respect to finalizing open items relating to the terms of the go-shop, termination fees to be payable by each party under specified circumstances and the required efforts of the Company in connection with certain pre-closing reorganization matters. Sycamore and its representatives also finalized the financing-related documentation.

On March 3, 2025, The Wall Street Journal reported that the Company was close to announcing a transaction with Sycamore, with a deal potentially being announced as soon as March 6, 2025.

On March 5, 2025, Mr. Wentworth and Mr. Kaluzny had a discussion with respect to finalizing the transaction. Mr. Kaluzny discussed a potential adjustment to the cash portion of the Sycamore offer in light of the fact that the Company settled the Everly/PWN Matter for approximately $145 million more than the $450 million previously discussed by Mr. Kaluzny (and that Mr. Kaluzny had previously communicated may require Sycamore to decrease the cash portion of its offer). Mr. Wentworth communicated that the Board would not accept any decrease to the closing cash portion of the offer. After additional discussion, Mr. Kaluzny agreed to maintain the closing cash portion of the offer at $11.45 per share. In addition, on March 5, 2025, Mr. Pessina and Sycamore reached an agreement on the material terms of the Proposed Reinvestment by Mr. Pessina, including the form of the Interim Investors Agreement, subject to the Company and Sycamore reaching final agreement on the terms of the Merger Agreement.

On March 6, 2025, the Board held a special virtual meeting at which members of Company senior management and representatives of Kirkland, Centerview and Morgan Stanley were present. Each of Messrs. Pessina and Lederer recused himself from the meeting. Members of Company management again reviewed with the Board the updates reflected in the February Management Projections and VMD Forecasts, which had been provided to the Board at prior meetings, and the Board ratified the use of the February Management Projections and VMD Forecasts by Centerview and Morgan Stanley in connection with their respective analyses and opinions. Representatives of Kirkland further discussed updates to the draft Merger Agreement, DAP Rights Agreement and other transaction documentation since the February 28, 2025 Board meeting. Representatives of Centerview then presented Centerview’s financial analysis regarding the Company and the potential transaction with Sycamore and rendered its opinion to the Board to the effect that, as of March 6, 2025, and subject to certain assumptions and parameters set forth in Centerview’s written fairness opinion, the consideration to be paid to the holders of the outstanding shares of common stock (other than the holders of Excluded and Dissenting Shares or the SP Investors) of the Company was fair, from a financial point of view, to such holders. Representatives of Morgan Stanley then presented Morgan Stanley’s financial analysis regarding the Company and the potential transaction with Sycamore and rendered its opinion to the Board to the effect that, as of March 6, 2025, and subject to certain assumptions and parameters set forth in Morgan Stanley’s written fairness opinion, the consideration to be paid to the holders of shares of the Company Common Stock (other than holders of Excluded Shares and Dissenting Shares or the SP Investors) pursuant to the Merger Agreement and the DAP Rights Agreement was fair, from a financial point of view, to such holders of shares of the Company Common Stock. The fairness opinions of Centerview and Morgan Stanley delivered in connection with the Merger are each described in more detail in the sections of this proxy statement entitled “Special Factors—Opinions of the Financial Advisors to the Board.” The representatives of Kirkland reviewed the terms of the Merger Agreement, the form of DAP Rights Agreement, the Reinvestment Agreement and the other transaction documents.

After considering the proposed terms of the Merger Agreement and the DAP Rights Agreement and taking into consideration a variety of factors, including those described in the section of this proxy statement entitled “Special Factors—Purposes and Reasons of the Company for the Merger; Recommendation of the Board,” the

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Board (other than Messrs. Pessina and Lederer) unanimously (i) determined that it is fair to, and in the best interests of the Company and the Company’s stockholders (including the unaffiliated stockholders), and declared it advisable, to enter into the Merger Agreement, DAP Rights Agreement and the other related agreements (including the Voting Agreement) in each case upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement, DAP Rights Agreement and the other related agreements (including the Voting Agreement) by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof.

Following the meeting of the Board and after the close of trading on March 6, 2025, the Company and the applicable affiliates of Sycamore executed and delivered the Merger Agreement (including the final form of the DAP Rights Agreement attached as an exhibit thereto), the Company, the applicable affiliates of Sycamore and SP Investors executed and delivered, as applicable to each party, the Voting Agreement, the Equity Commitment Letter, the Limited Guaranty, the Reinvestment Agreement and the Interim Investors Agreement and Sycamore delivered to the Company executed debt and preferred equity commitment letters from its applicable financing sources.

Later on March 6, 2025, the Company and Sycamore issued a joint press release announcing the parties’ entry into the Merger Agreement.

Go-Shop

Also on March 6, 2025, following the announcement of the entry of the Company and Sycamore into the Merger Agreement, at the direction of the Board, representatives of Centerview began to contact representatives of 35 potential counterparties as part of the go-shop period contemplated by the Merger Agreement, consisting of 24 financial sponsors and 11 strategic counterparties. Among the contacted parties, four parties expressed interest in executing a confidentiality agreement with the Company to evaluate a potential transaction involving the Company: a large strategic counterparty in the healthcare industry (“Go Shop Party A”) and three financial sponsors (each such sponsor, “Go Shop Party B”, “Go Shop Party C” and “Go Shop Party D”, respectively).

On March 10, 2025, prior to the opening of U.S. equity markets, the Company filed a Current Report on Form 8-K including a description of certain material terms of the Merger Agreement and the other transactions contemplated thereby and attaching the Merger Agreement as an exhibit thereto.

On March 11, 2025, Go Shop Party A executed a confidentiality agreement with the Company, which did not contain a standstill provision. Go Shop Party A was provided with access to a virtual data room created for prospective go-shop bidders on March 12, 2025, which included, among other things, material business and financial information that had been made available to representatives of Sycamore.

On March 11, 2025, representatives of Centerview sent representatives of Go Shop Party A a draft “clean team” agreement (“Clean Team Agreement”), to be used in the event commercially sensitive materials were to be shared by the Company with Go Shop Party A in the course of its due diligence review of the Company.

On March 13, 2025, representatives of Go Shop Party A’s outside legal counsel sent representatives of Kirkland a revised draft of the Clean Team Agreement. Representatives of Go Shop Party A’s outside legal counsel and representatives of Kirkland exchanged drafts of and engaged in discussions regarding, the Clean Team Agreement until the execution of the Clean Team Agreement by Go Shop Party A and the Company on March 17, 2025.

On March 14, 2025, Go Shop Party B executed a confidentiality agreement with the Company, which did not contain a standstill provision. On the same day, Go Shop Party B was provided with access to the virtual data room created for prospective go-shop bidders.

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On March 17, 2025, Go Shop Party C communicated that it was no longer interested in pursuing the opportunity to evaluate a potential transaction involving the Company. Go Shop Party C did not execute a confidentiality agreement with the Company. On March 17, 2025, representatives of Go Shop Party A’s financial advisor submitted a due diligence request list to representatives of Centerview.

On March 18, 2025, Go Shop Party D executed a confidentiality agreement with the Company, which did not contain a standstill provision. On the same day, Go Shop Party D was provided with access to the virtual data room created for prospective go-shop bidders.

On March 19, 2025, representatives of Centerview held a videoconference with representatives of the financial advisor of Go Shop Party A to discuss the expected go-shop process and the due diligence requests from Go Shop Party A. Following this meeting, representatives of Centerview continued to populate the virtual data room accessible to Go Shop Party A to provide further business, financial and certain other due diligence information that had previously been made available to Sycamore.

On March 20, 2025, representatives of Centerview sent representatives of Go Shop Party A a process letter requesting that a non-binding indication of interest be submitted as soon as possible and noting that the indication of interest must meet certain criteria, as set forth in the Merger Agreement.

On April 1, 2025, representatives of Go Shop Party A and certain of its advisors participated in a due diligence session with representatives of the Company.

On April 4, 2025, representatives of each of Go Shop Party B and Go Shop Party D communicated to representatives of Centerview that each of Go Shop Party B and Go Shop Party D was no longer interested in pursuing the opportunity to evaluate a potential transaction involving the Company. Neither Go Shop Party B nor Go Shop Party D submitted any proposal with respect to a transaction involving the Company.

On April 4, 2025, representatives of Centerview held a teleconference with representatives of Go Shop Party A to discuss Go Shop Party A’s ongoing due diligence evaluation and expectations with respect to submitting a proposal. The representatives of Go Shop Party A communicated they were still reviewing evaluation materials and did not commit to submitting a proposal on any particular timeline or at all.

On April 9, 2025, Mr. Wentworth had a telephone call with the chief executive officer of Go Shop Party A, where the chief executive officer of Go Shop Party A communicated to Mr. Wentworth that Go Shop Party A was no longer pursuing the opportunity to submit an acquisition proposal with respect to a potential transaction involving the Company.

To date, no party has made an Acquisition Proposal following the execution of the Merger Agreement. The go shop period expired on April 10, 2025 at 11:59 p.m.

Purposes and Reasons of the Company for the Merger; Recommendation of the Board

The Board (which, for purposes of this section of this proxy statement entitled “Purposes and Reasons of the Company for the Merger; Recommendation of the Board” means the Board, without the participation of the Recused Directors, who recused themselves due to, in the case of Stefano Pessina, the Reinvestment by the SP Investors, and, in the case of John Lederer, his relationship with Sycamore), unanimously (1) determined that it is fair to, and in the best interests of the Company and the Company’s stockholders (including the unaffiliated stockholders), and declared it advisable, to enter into the Merger Agreement and certain other transaction documents, in each case upon the terms and subject to the conditions set forth therein, (2) approved the execution and delivery of the Merger Agreement and certain other transaction documents by the Company, the performance by the Company of is covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein, (3) resolved to recommend that the Company’s stockholders

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adopt the Merger Agreement in accordance with the DGCL; and (4) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof. Such approval by the Board constituted approval by a majority of the directors of the Company who are not employees of the Company.

In addition, the Board, on behalf of the Company, believes, based on the factors described below, that the Merger is fair to the unaffiliated stockholders.

The Board recommends that you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Adjournment Proposal and (iii) “FOR” the Merger-Related Compensation Proposal.

In evaluating the Merger, the Board consulted with the Company’s legal and financial advisors and the Company’s senior management, and the Board considered a number of factors, including the following factors that it believed weighed in favor of the Merger (which factors are not necessarily listed in order of importance):

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In the course of its deliberations, the Board also considered a variety of uncertainties, risks and potentially negative factors, including:

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The Board also considered the following additional factors relating to the procedural safeguards that the Board believes were and are present with respect to the fairness of the Merger, which the Board believes support its decision and provide assurance as to the procedural fairness of the Merger to the unaffiliated stockholders. In light of such procedural safeguards, the Board did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the unaffiliated stockholders for the purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger:

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After taking into account all of the factors set forth above, as well as others, the Board concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of the Company’s stockholders, including the unaffiliated stockholders.

This discussion of the information and factors considered by the Board includes the material positive and negative factors considered by the Board, but it is not intended to be exhaustive and may not include all the factors considered by the Board. The Board did not quantify or assign any specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the Transactions. Rather, the Board viewed its position and recommendation as being based on the totality of the information presented to, and factors considered by, it. In addition, individual members of the Board may have given differing weights to different factors.

The Board did not seek to establish a pre-merger going concern value for the Company, and therefore no such value was considered by the Board in making its fairness determination. Rather, the Board believed that the financial analyses presented by each of Centerview and Morgan Stanley to the Board, as more fully described below under “Special Factors—Opinions of the Financial Advisors to the Board,” were indicative of going concern values for the Company as it continues to operate its business. The Board did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the Board’s view, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determination and recommendations, the Board did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology.

The explanation of the reasoning of the Board 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 “Cautionary Note Regarding Forward-Looking Information.”

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Position of the Sycamore Entities as to the Fairness of the Merger; Purposes and Reasons of the Sycamore Entities for the Merger

Position of the Sycamore Entities as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the Sycamore Entities is, or may be deemed to be, an affiliate of the Company and, therefore, the Sycamore Entities are required to express their beliefs as to the fairness of the Merger to the unaffiliated stockholders. The Sycamore Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Sycamore Entities as to the fairness of the Merger should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Agreement Proposal. The Sycamore Entities have interests in the Merger that are different from, and in addition to, the unaffiliated stockholders.

The Sycamore Entities did not participate in the deliberation of the Board (which, for purposes of the section of this proxy statement entitled “Position of the Sycamore Entities as to the Fairness of the Merger” means the Board, without the participation of the Recused Directors, who recused themselves due to, in the case of Stefano Pessina, the Reinvestment by the SP Investors, and, in the case of John Lederer, his relationship with Sycamore) regarding, nor did the Sycamore Entities receive advice from the respective legal or other advisors of the Board as to, the fairness of the Merger. The Sycamore Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the unaffiliated stockholders. No financial advisor provided the Sycamore Entities with any analysis or opinion with respect to the fairness of the Per Share Consideration to the unaffiliated stockholders.

Based on, among other things, their knowledge and analysis of available information regarding the Company, as well as the factors considered by, and the analysis and resulting conclusions of, the Board (other than the Recused Directors) discussed in the section of this proxy statement entitled “Special Factors-Purpose and Reasons of the Company for the Merger; Recommendation of the Board” (which analysis and resulting conclusions the Sycamore Entities adopt), the Sycamore Entities believe that the Merger is substantively fair to the unaffiliated stockholders. In particular, the Sycamore Entities considered the following factors (which factors are not necessarily listed in order of importance):

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The Sycamore Entities further believe that the Merger is procedurally fair to the unaffiliated stockholders based upon, among other things, the following factors (which factors are not necessarily listed in order of importance):

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The Sycamore Entities also considered a variety of uncertainties, risks and potentially negative factors, including the following factors:

The foregoing discussion of the information and factors considered by the Sycamore Entities in connection with the fairness of the Merger is not intended to be exhaustive and may not include all factors considered by them. The Sycamore Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Sycamore Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The Sycamore Entities believe these factors provide a reasonable basis upon which to form their

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position regarding the fairness of the Merger to the unaffiliated stockholders. This position should not, however, be construed as a recommendation to any of the Company’s stockholders to approve the Merger Agreement. The Sycamore Entities make no recommendation as to how stockholders of the Company should vote their shares relating to the Merger. The Sycamore Investors attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the unaffiliated stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders. The SP Investors did not direct or participate in the negotiation of the material terms of the Merger Agreement, including the Per Share Consideration.

The Sycamore Entities did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the Sycamore Entities’ view, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determination and recommendations, the Sycamore Entities did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. The Sycamore Entities did not consider the value of the Company as a going concern in evaluating the Merger because of its belief that the trading price of the shares of Company Common Stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction.

Based on the Sycamore Entities’ knowledge and analysis of available information regarding the Company and the Board, as well as discussions with other members of the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Board and discussed in the section of this proxy statement entitled “Purpose and Reasons of the Company for the Merger; Recommendation of the Board”, the Sycamore Entities believe that the Merger is fair to the unaffiliated stockholders.

Purposes and Reasons of the Sycamore Entities for the Merger

Under the SEC rules governing “going-private” transactions, each of the Sycamore Entities is, or may be deemed to be, an affiliate of the Company and, therefore, the Sycamore Entities are required to express their beliefs as to the purposes and reasons for the Merger to the unaffiliated stockholders, as defined in Rule 13e-3 of the Exchange Act. The Sycamore Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Sycamore Entities should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Agreement Proposal.

For the Sycamore Entities other than the SP Investors (the “Sycamore Investors”), the primary purpose of the Merger is to allow the Parent Entities (other than Merger Sub) to own equity interests in the Company (in accordance with the ownership structure contemplated by the reorganization further discussed below under “Special Factors—Plans for the Company After the Merger”) and to bear the risks and rewards of such ownership after the Merger is completed and the shares of Company Common Stock cease to be publicly traded. The Sycamore Investors believe that, following the reorganization and the Merger, the Company will be able to improve its ability to execute initiatives that over time will create additional enterprise value for the Company and each of its business units. The Sycamore Investors believe that this, along with the Company’s existing business and potential future opportunities, will allow the Sycamore Investors’ investment in the Company to achieve longer term returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Sycamore Investors believe that the management and employees of the Company will be able to execute more effectively on future strategic plans. The Sycamore Investors have undertaken to pursue the Merger at this time for the reasons described above, as well as due to the Sycamore Investors’ desire to maximize long-term investment returns for their partners.

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For the SP Investors, the primary purpose and reasons for engaging in the Reinvestment and the transactions contemplated thereby is to (i) enable and facilitate the Transactions that the Board, with the recusal of the Recused Directors, unanimously determined to be fair to, and in the best interests of the Company and the Company’s stockholders (including the unaffiliated stockholders), and declared advisable, on the basis of the factors described under “Special Factors—Purposes and Reasons of the Company for the Merger; Recommendation of the Board” and (ii) allow the SP Investors to continue to own equity interests in the Company (in accordance with the ownership structure contemplated by the reorganization further discussed below under “Special Factors—Plans for the Company After the Merger”) and to bear the risks and rewards of such ownership after the Merger is completed and the shares of Company Common Stock cease to be publicly traded. The SP Investors believe that, following the reorganization and the Merger, the Company will be able to improve its ability to execute initiatives that over time will create additional enterprise value for the Company and each of its business units. The SP Investors believe that this, along with the Company’s existing business and potential future opportunities, will allow the SP Investors’ investment in the Company to achieve longer term returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the SP Investors believe that the management and employees of the Company will be able to execute more effectively on future strategic plans. The SP Investors have undertaken to pursue the Reinvestment and the other transactions at this time for the reasons described above.

The Sycamore Investors also believe that structuring the transactions as a Merger is preferable to other transaction structures, because it (1) will enable Parent to acquire all of the shares of Company Common Stock at the same time, (2) will allow the Company to cease to be a publicly registered and reporting company, (3) represents an opportunity for the unaffiliated stockholders (other than holders of Dissenting Shares or Excluded Shares) to receive the Per Share Cash Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement and (4) represents an opportunity for such unaffiliated stockholders to realize the value of their investment in the Divested Assets, subject to and in accordance with the terms and conditions of the Merger Agreement and the DAP Rights Agreement.

The SP Investors did not consider any other alternative transactions. As discussed under “Special Factors—Background of the Merger”, the SP Investors only considered the Merger at the direction and request of the Board in order to enable the Board to assess the feasibility of such transaction following the Board’s conclusion that the Sycamore Investors would not have the necessary financing to be able to acquire the Company on the terms of the February 12 Proposal unless the SP Investors agreed to roll over all or a substantial portion of their shares of Company Common Stock. Further, the SP Investors did not direct or participate in the negotiation of the material terms of the Merger Agreement, including the Per Share Consideration.

Opinions of the Financial Advisors to the Board

Opinion of Centerview Partners LLC

The Company retained Centerview Partners LLC as financial advisor to the Board in connection with the proposed Merger and the other transactions contemplated by the Agreements. In connection with this engagement, the Board requested that Centerview evaluate the fairness, from a financial point of view, to the holders of Company Common Stock (other than (i) SP Investors (ii) Excluded Shares and Dissenting Shares). On March 6, 2025, Centerview rendered to the Board its oral opinion, subsequently confirmed in a written opinion dated March 6, 2025, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Per Share Consideration to be paid to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) pursuant to the Agreements was fair, from a financial point of view, to such holders.

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The full text of Centerview’s written opinion, dated March 6, 2025, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) of the Per Share Consideration to be paid to such holders pursuant to the Agreements. Centerview’s opinion did not address any other term or aspect of the Agreements or the Transactions and does not constitute a recommendation to any Company stockholder or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transactions or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

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

Centerview also participated in discussions with members of Company management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transactions with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

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Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Board’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the direction of the Board, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of Company management as to the matters covered thereby and Centerview relied, at the direction of the Board, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Company’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the direction of the Board, that the final executed Agreements would not differ in any respect material to Centerview’s analysis or opinion from the Draft Agreements reviewed by Centerview. Centerview also assumed, at the direction of the Board, that the Transactions will be consummated on the terms set forth in the Agreements and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Transactions, or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) of the Per Share Consideration to be paid to such holders pursuant to the Agreements. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Agreements or the Transactions, including, without limitation, the structure or form of the Transactions, the form or terms of the DAP Rights with respect to transferability, illiquidity or otherwise, or any other agreements or arrangements contemplated by the Agreements or entered into in connection with or otherwise contemplated by the Transactions, including, without limitation, the fairness of the Transactions or any other term or aspect of the Transactions to, or any consideration to be received in connection therewith by, or the impact of the Transactions on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transactions, whether relative to the Per Share Consideration to be paid to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) pursuant to the Agreements or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transactions or any other matter. Centerview’s financial advisory services and its written opinion were provided for

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the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Board in connection with Centerview’s opinion, dated March 6, 2025. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Transactions. None of the Company, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. 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 March 3, 2025 and is not necessarily indicative of current market conditions. The implied per share equity value ranges described below were based on fully diluted Company Common Stock (calculated using the treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and deferred stock units) outstanding as of March 4, 2025, as directed by Company management and as set forth in the Internal Data.

Analysis of Consideration

Centerview conducted an analysis of the Per Share Consideration to be paid to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) pursuant to the Agreements. Such Per Share Consideration is equal, on a per share basis, to $11.45 upfront in cash without interest together, and not separately, with one DAP Right, which could result in up to $3.00 cash payments, contingent upon, and subject to, the future monetization of the VMD assets (as defined in the DAP Rights Agreement), without interest and less any applicable withholding, as described more fully in the section captioned “The DAP Rights Agreement.”

For analytical purposes, Centerview calculated an illustrative risk adjusted net present value as of March 31, 2025 for one DAP Right ranging from $0.93 to $1.39, based on the Internal Data at the direction of Company management, assuming that future monetization of the VMD assets would occur on December 31, 2027. This illustrative risk adjusted net present value was calculated based on a projected enterprise value for the 2027 fiscal year ranging from $2.225 billion to $3.375 billion, which was calculated by Centerview considering public companies that were comparable to the VMD assets, precedent transactions similar to the VMD assets and discounted cash flow analyses for the VMD assets to calculate three projected enterprise value ranges for the 2027 fiscal year ($2.400 billion to $3.300 billion for public company trading comparables analysis,

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$2.225 billion to $3.025 billion for precedent transactions analysis and $2.475 billion to $3.375 billion for discounted cash flow analysis (each rounded to the nearest $25 million)). Centerview then added $70 million in respect of the projected cash build for the VMD assets from March 31, 2025 to December 31, 2027 (as directed by Company management and as set forth in the Internal Data) to this range of projected enterprise values and reduced the resulting amounts by 30% in respect of the value that would not be allocated to the Company’s shareholders under the terms of the DAP Rights Agreement, which resulted in a range of values allocated to the Company’s shareholders of $1.606 billion to $2.411 billion. Centerview then applied a discount rate of 11.5% (based on the midpoint of the range suggested by Centerview’s analysis of VPMC Group’s weighted average cost of capital, as applied in the discounted cash flow analysis) to these amounts and divided by the number of fully-diluted outstanding Company Common Stock (calculated using the treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and deferred stock units) outstanding as of March 4, 2025, as directed by Company management and as set forth in the Internal Data to calculate an illustrative present value for one DAP Right ranging from $1.33 to $1.99. Centerview then applied a (30%) risk adjustment to such illustrative net present value range to account for certain risks that the conditions for payment in respect of the DAP Rights pursuant to the DAP Rights Agreement may not be satisfied, which risk adjustment was determined by Centerview based on its experience and professional judgment. This resulted in a risk adjusted illustrative net present value range as of March 3, 2025 for one DAP Right of $0.90 to $1.40, rounded to the nearest $0.10. Solely for purposes of the financial analyses summarized below, the term “Implied Consideration Value” refers to an aggregate assumed per Company Common Stock value ranging from $12.35 to $12.85 per share of Company Common Stock, equal, on a per share of Company Common Stock basis, to $11.45 upfront cash consideration plus the illustrative net present value of the DAP Rights ranging from $0.90 to $1.40 in cash, as set forth above. However, there is no guarantee that any of the conditions for any or all of the payments in respect of the DAP Rights pursuant to the DAP Rights Agreement will be satisfied.

Selected Public Company Analysis

Centerview reviewed and compared certain financial information for the Company to corresponding financial information for certain publicly traded US and International Retail companies that Centerview deemed comparable, based on its experience and professional judgment, to the Company (which companies are referred to as the “selected companies” in this summary of Centerview’s opinion).

Using publicly available information obtained from SEC filings and other data sources as of March 3, 2025, Centerview calculated, for each selected company, such company’s enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units, performance stock units and other convertible securities) plus the book value of debt and certain liabilities less cash and cash equivalents and certain non-majority owned equity investments) as a multiple of Wall Street research analyst consensus estimated Next Twelve Months adjusted EBITDA (“EV/NTM EBITDA”). The results of this analysis indicated a mean EV/NTM EBITDA Trading Multiple of 5.9x.

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The companies reviewed and the EV/NTM EBITDA Trading Multiple of the selected companies were as follows:

Although none of the selected companies is directly comparable to the Company, the selected companies were chosen by Centerview, among other reasons, because they are publicly traded US and International Retail companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of the Company.

However, because none of the selected companies is exactly the same as the Company, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview selected a reference range of EV/NTM EBITDA Trading Multiple of 5.0x to 7.0x to apply to the Company’s estimated adjusted NTM EBITDA as of November 30, 2024, as set forth in the Internal Data (“NTM Adjusted EBITDA”). In selecting this range of EV/NTM EBITDA Trading Multiple, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, operational, and/or financial characteristics of the Company and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Applying this range of EV/NTM EBITDA Trading Multiples to the Company’s estimated NTM Adjusted EBITDA as of November 30, 2024, as set forth in the Forecasts, and subtracting from it the Company’s estimated net debt, capital leases, the present value of certain dark rent payments and potential opioid liabilities, other legal settlements that occurred after November 30, 2024 and other certain liabilities, and adding the value of equity method investments and certain equity stake monetizations that occurred after November 30, 2024 and as set forth in the Internal Data, and dividing by the number of fully-diluted outstanding Company Common Stock (calculated using the treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and deferred stock units) outstanding as of March 4, 2025, as directed by Company management and as set forth in the Internal Data, resulted in an implied per share equity value range

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for the Company Common Stock of approximately $4.60 to $12.70, rounded to the nearest $0.10. Centerview then compared this range to the Implied Consideration Value to be paid to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) pursuant to the Agreements.

Selected Precedent Transactions Analysis

Centerview reviewed and analyzed certain information relating to the following selected transactions involving U.S. Grocery and North America General Retail companies (which transactions are referred to as the “selected transactions” in this summary of Centerview’s opinion) that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to the Company and the Transactions.

The selected transactions considered in this analysis are summarized below:

Although none of the selected transactions is directly comparable to the Transactions, these transactions were selected, among other reasons, because they have certain business, operational and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to the Transactions. The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operational and/or financial conditions and prospects of the Company and the companies included in the selected precedent transactions analysis. This analysis involved complex considerations and qualitative judgments concerning differences in business, operational and/or financial characteristics and other factors that could affect the public trading, acquisition or other values of the target companies in the selected transactions and the Company.

Using publicly available information obtained from SEC filings and other data sources as of the time of the announcement of the selected transactions, Centerview calculated, for each selected transaction, the total enterprise value implied by the transaction for each target company based on the consideration payable in the applicable selected transaction (calculated as the offer value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units, performance stock units

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and other convertible securities), plus the book value of debt and certain liabilities less cash and cash equivalents and certain non-majority owned equity investments) as a multiple of publicly available information obtained from SEC filings and other data sources’ estimated Last Twelve Months EBITDA as of the time of the transaction announcement (“TEV/LTM EBITDA Multiple”).

Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, related to, among other things, differences in the business, operational and/or financial conditions and prospects of the Company and the companies included in the selected precedent transactions analysis, Centerview selected a reference range of TEV/LTM EBITDA Multiples of 5.5x to 7.5x derived from the selected precedent transactions. Applying this reference range of TEV/LTM EBITDA Multiples to the Company’s Last Twelve Months Adjusted EBITDA as of November 30, 2024, as set forth in the Internal Data, and subtracting from it the Company’s estimated net debt, capital leases, the present value of certain dark rent payments and potential opioid liabilities, other legal settlements that occurred after November 30, 2024 and other certain liabilities, and adding the value of equity method investments and certain equity stake monetizations that occurred after November 30, 2024 and as set forth in the Internal Data, and dividing by the number of fully-diluted outstanding Company Common Stock (calculated using the treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and deferred stock units) outstanding as of March 4, 2025, as directed by Company management and as set forth in the Internal Data, resulted in an implied per share equity value range for the Company Common Stock of approximately $6.90 to $15.20, rounded to the nearest $0.10. Centerview then compared this range to the Implied Consideration Value to be paid to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) pursuant to the Agreements.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on the Forecasts, which reflect certain assumptions. A discounted cash flow analysis is a customary valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of implied enterprise values for the Company by discounting to present value as of November 30, 2024 (using discount rates ranging from 9.25% to 10.75%, based upon Centerview’s analysis of the Company’s weighted average cost of capital, determined using the capital asset pricing model and based on considerations that Centerview deemed relevant in its experience and professional judgment), excluding for purposes of this enterprise value calculation the present value of certain dark rent payments and potential opioid liabilities: (i) the forecasted after tax unlevered free cash flows of the Company over the period beginning on August 31, 2025 and ending on August 31, 2029, as set forth in the Forecasts and (ii) a range of implied terminal values of the Company at the end of the forecast period shown in the Forecasts, applying a range of terminal multiples to the Company’s projected EBITDA for the twelve months ending August 31, 2029, ranging from 5.0x to 7.0x. Centerview then (a) subtracted from this range the Company’s estimated net debt, capital leases, the present value of certain dark rent payments and potential opioid liabilities (which were discounted to present value as of November 30, 2024, using a discount rate of 7%, based upon Centerview’s analysis of the Company’s cost of debt), other legal settlements that occurred after November 30, 2024 and other certain liabilities, and (b) added the value of equity method investments and certain equity stake monetizations that occurred after November 30, 2024, as set forth in the Internal Data. Centerview divided the result of the foregoing calculations by the Company’s fully diluted outstanding Company Common Stock (calculated using the treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and deferred stock units) outstanding as of March 4, 2025, as directed by Company management and as set forth in the Internal Data, resulting in an implied per share equity value range for the Company Common Stock of approximately $10.80 to $19.10 per share of Company

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Common Stock, rounded to the nearest $0.10. Centerview then compared this range to the Implied Consideration Value to be paid to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) pursuant to the Agreements.

Other Factors

Centerview noted for the Board certain additional factors solely for reference and informational purposes, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

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Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Board in its evaluation of the Transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the Board or Company management with respect to the Per Share Consideration or as to whether the Board would have been willing to determine that a different consideration was fair. The consideration for the Transaction was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board. Centerview provided advice to the Company during these negotiations. Centerview did not, however recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, Centerview had been engaged to provide certain financial advisory services to the Company from time to time, including in connection with certain strategic matters, and Centerview received $1,500,000 in compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Stefano Pessina, a significant stockholder of the Company and the Executive Chairman of the Board, and Centerview did not receive any compensation from Mr. Pessina during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Sponsor, Parent, Merger Sub, and Centerview did not receive any compensation from Sponsor or Parent during such period. Centerview may provide financial advisory and other services to or with respect to the Company, Parent, Mr. Pessina, Sponsor or their respective affiliates, including portfolio companies of Sponsor in the future, for which Centerview may receive compensation. Certain of (i) Centerview and Centerview’s affiliates’ directors, officers, members and employees, or family members of such persons, (ii) Centerview affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Parent, Mr. Pessina, Sponsor or any of their respective affiliates, including portfolio companies of Sponsor, or any other party that may be involved in the Transactions.

The Board selected Centerview as its financial advisor in connection with the Transactions based on Centerview’s reputation and experience in the healthcare and consumer industry and expertise and qualifications in transactions of this nature. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transactions.

In connection with Centerview’s services as the financial advisor to the Board, the Company has agreed to pay Centerview an aggregate fee of approximately $60 million, $15 million of which was payable upon the rendering of Centerview’s opinion, $10 million of which is an incentive fee payable contingent upon consummation of the Transactions and the remaining $35 million of which is payable contingent upon consummation of the Transactions. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Opinion of Morgan Stanley

The Company retained Morgan Stanley to provide a financial opinion to the Board. The Company selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, and reputation and its knowledge of the business and affairs of the Company. On March 6, 2025, at a meeting of the Board, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion, dated March 6, 2025, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the Per Share Consideration to be received by the holders of Company Common Stock (other than the SP Investors and the holders of Excluded and Dissenting Shares) pursuant to the Agreements was fair, from a financial point of view, to such holders.

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The full text of the written opinion of Morgan Stanley delivered to the Board, dated as of March 6, 2025, is attached as Annex C to this proxy statement and is incorporated herein by reference in its entirety. You should read Morgan Stanley’s opinion carefully and in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley’s opinion was directed to the Board, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of Company Common Stock (other than the SP Investors and the holders of Excluded and Dissenting Shares) of the Per Share Consideration pursuant to the Agreements as of the date of such opinion. Morgan Stanley’s opinion did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion did not in any manner address the relative merits of the Transactions as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to enter into the Agreements or proceed with any other transaction contemplated by the Agreements. Morgan Stanley expressed no opinion or recommendation to any holder of Company Common Stock as to how such holders should vote at the Special Meeting, or whether to take any other action with respect to the Merger.

For purposes of rendering its opinion, Morgan Stanley, among other things: reviewed certain publicly available financial statements and other business and financial information of the Company; reviewed certain internal financial statements and other financial and operating data concerning the Company; reviewed certain financial projections prepared by the management of the Company; discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company; reviewed the reported prices and trading activity for the Company Common Stock; compared the financial performance of the Company with that of certain other publicly-traded companies comparable with the Company; reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions; reviewed the Agreements, the Financing Letters, the Reinvestment Agreement, and certain related documents; and performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and formed a substantial basis for its opinion. With respect to the Projections (as defined below), Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company. Although Morgan Stanley included the DAP Rights in certain of Morgan Stanley’s analyses, Morgan Stanley expressed no opinion as to the likelihood of whether the monetization events upon which the Per Share DAP Right Consideration are conditioned will be achieved or the timing of when such monetization events may occur and for purposes of Morgan Stanley’s analyses, Morgan Stanley assumed that such monetization events will occur in accordance with the timing assumptions provided by the Company’s management. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive Agreements would not differ in any material respect from the drafts thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Per Share Consideration to be received by the holders of Company Common Stock in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date

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of Morgan Stanley’s opinion. Events occurring after the date of Morgan Stanley’s opinion may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the Morgan Stanley opinion. Morgan Stanley was retained to provide only a financial opinion letter in connection with the Merger. As a result, Morgan Stanley was not involved in structuring, planning or negotiating the Merger. In Morgan Stanley arriving at its opinion, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company, nor did Morgan Stanley negotiate with any of the parties which expressed interest to Morgan Stanley in the possible acquisition of the Company or certain of its constituent businesses. The Morgan Stanley opinion did not address the relative merits of the transactions contemplated by the Agreements as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to enter into the Agreements or proceed with any other transaction contemplated by the Agreements.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Board, both provided as of March 6, 2025. The following summary is not a complete description of the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. 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 March 3, 2025, the third to last trading day prior to the date of Morgan Stanley’s opinion. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis is not in itself a meaningful method of using the data referred to below.

In performing the financial analyses summarized below and in arriving at its opinion, at the direction of the Board, Morgan Stanley utilized and relied upon the Projections (as defined below), which were approved by management of the Company and the Board for Morgan Stanley’s use in connection with its financial analyses and which are described below. In addition, Morgan Stanley utilized and relied upon the number of issued and outstanding shares of the Company provided by management of the Company. For further information regarding the Projections, see the section entitled “Special Factors—Certain Unaudited Prospective Financial Information” of this proxy statement.

As used in this section, the following terms have the following meanings:

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Valuation of DAP Rights

Morgan Stanley conducted an analysis of the Per Share Consideration to be paid to the holders of Company Common Stock (other than holders of Excluded and Dissenting Shares or the SP Investors) pursuant to the Agreements. Such Per Share Consideration is equal, on a per share basis, to $11.45 upfront in cash without interest together, and not separately, with one DAP Right which could result in up to $3.00 cash payments, contingent upon, and subject to, the future monetization of the VPMC Group assets, without interest and less any applicable withholding.

For analytical purposes, Morgan Stanley calculated the value of the DAP Rights, based on the Projections at the direction of Company management, assuming that future monetization of the VPMC Group assets would occur on December 31, 2027, and assuming a gross purchase price for the VPMC Group assets of 13.0x the last twelve months EBITDA (based on the multiples in selected provider precedent transactions reviewed by Morgan Stanley), less assumed transaction expenses equal to 1.5% of the gross purchase price, plus the amount of the projected cumulative free cash flow for CY 2025 to CY 2027, based on estimates from the Projections, which resulted in illustrative net proceeds of $2.580 billion. Morgan Stanley then reduced the amount of the illustrative net proceeds by 30% in respect of the value that would not be allocated to the Company’s shareholders under the terms of the DAP Rights Agreement and calculated a nominal value per share of $2.03 based on the estimated number of fully diluted shares of the Company, as of March 4, 2025, as provided by the Company management and calculated using the treasury stock method. Morgan Stanley then discounted this nominal value per share to present value as of February 28, 2025, using a discount rate of 9.9%, which was derived from the unlevered equity betas of selected peers of the Company. This resulted in an illustrative net present value as of February 28, 2025, for one DAP Right of $1.55. Morgan Stanley also performed a sensitivity analysis assuming a gross purchase price for the VPMC Group assets of 10.0x and 16.0x the last twelve months EBITDA (using the methodology outlined above), which resulted in an illustrative net present value as of February 28, 2025, for one DAP Right ranging from $1.19 to $1.91. Solely for purposes of the financial analyses summarized below, the term “Implied Consideration Value” refers to an aggregate assumed per share value ranging from $12.64 to $13.36 per Company Common Stock, equal, on a per share basis, to $11.45 upfront cash consideration plus the illustrative net present value of the DAP Rights ranging from $1.19 to $1.91 in cash, as set forth above. However, there is no guarantee that any of the conditions for any or all of the payments in respect of the DAP Rights pursuant to the DAP Rights Agreement will be satisfied.

Public Trading Comparables Analysis

In order to assess how the public market values shares of similar publicly traded companies, Morgan Stanley reviewed and compared specific financial and operating data relating to the Company with selected companies that, in Morgan Stanley’s professional judgment, share certain similar business characteristics with and have certain comparable operating characteristics, to those of the Company for purposes of this analysis (these companies are referred to as the “comparable companies”).

For purposes of this analysis, Morgan Stanley calculated and analyzed, among other things, the ratio of price per share to adjusted earnings per share (“adjusted EPS”) estimated for calendar year 2025 (“2025E P/E”), based on publicly available market data as of March 3, 2025.

The metrics for each of the comparable companies of the Company are summarized as follows:

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Morgan Stanley then observed the average one-year next-twelve-months’ (referred to as “NTM”) P/E trading discount for each peer or peer group relative to the Company’s performance over the same time period, and applied this discount to the current NTM P/E multiple for each peer or peer group to arrive at the Implied CY2025 P/E multiple. Based on the analysis of the relevant metrics for each of the comparable companies, and the application of its professional judgment and experience, Morgan Stanley selected a reference range of financial CY2025E P/E multiples of the comparable companies.

Based on the estimated number of fully diluted shares of the Company, as of March 4, 2025, as provided by the Company management and calculated using the treasury stock method, Morgan Stanley calculated the following ranges of the implied per share values of Company Common Stock, each rounded to the nearest $0.05:

Morgan Stanley noted that the Implied Consideration Value to be received by the holders of Company Common Stock pursuant to the Agreements is $12.64 to $13.36 per Company Common Stock.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of Company Common Stock as of February 28, 2025, based on estimates of future unlevered free cash flows for the fiscal years starting from the second half of 2025 through 2029 contained in the Projections. For the purposes of this analysis, unlevered free cash flow was calculated as consolidated Adj. EBITDA, which included adjustments to reflect the potential sale of the VPMC Group assets and associated reduction in corporate expenses following such disposition as directed by the Company’s management, less share-based compensation (which was treated as a cash expense for this purpose), less other cash-based expenses, less unlevered cash tax expense, less capital expenditure, plus or less change in net working capital, less amounts in respect of certain non-dark rent lease assets, less settlement payments (other than those related to potential opioid liabilities and Everly/PWN Matter settlement) and plus the Cencora monetization (net of adjusted operating income and dividends), less certain cash payments for file buys, less amounts for the UK pension contribution and plus the cash from the potential sale of the VPMC Group assets.

The estimated unlevered free cash flows and the range of terminal values were then discounted to present value as of February 28, 2025 using mid-year discounting convention by applying a discount rate range of 9.0% to 10.3% which was selected based on Morgan Stanley’s professional judgment and experience, to reflect the Company’s estimated weighted average cost of capital. Morgan Stanley calculated a range of terminal values for the Company based on the last twelve months’ (referred to as “LTM”) Adj. EBITDA exit multiple range of 5.0x to 7.0x, indicating an implied perpetuity growth rate of -1.2% to 2.6%, which was selected based on Morgan Stanley’s professional judgment and experience.

To calculate the implied equity value from the discounted cash flow analysis, Morgan Stanley then adjusted the discounted value of unlevered free cash flows and terminal value by subtracting gross debt of the Company, adding cash and cash equivalents, subtracting working capital normalization, potential opioid liabilities, settlement payments and certain dark rent payments, and adding the value of minority investments (using the equity method or the cost method), each as of November 30, 2024, and as provided by the Company management in the Projections. The implied equity values per share is based on the estimated number of fully diluted shares of Company Common Stock, as of March 4, 2025, as provided by the Company’s management and calculated using the treasury stock method.

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This analysis indicated a range of implied equity values per share of Company Common Stock of $11.60 to $19.90, each rounded to the nearest $0.05. Morgan Stanley noted that the Implied Consideration Value to be received by the holders of Company Common Stock pursuant to the Agreements is $12.64 to $13.36 per share.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting future equity value is subsequently discounted to arrive at an estimate of the implied present value of such company’s potential future equity value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Company Common Stock on a standalone basis based on the Projections as described in the section entitled “Special Factors—Certain Unaudited Prospective Financial Information.”

To calculate these discounted fully diluted equity values for the Company, Morgan Stanley utilized expected adjusted EPS for 2027 based on the Projections as described in the section entitled “Special Factors—Certain Unaudited Prospective Financial Information.” Based upon the application of its professional judgment and experience after reviewing and comparing certain financial estimates for the Company, Morgan Stanley applied a range of multiples of the Company Common Stock to NTM adjusted EPS (which is referred to for the purposes of this section as “NTM P/E”) of 6.0x to 8.0x, to these estimates and then discounted the resulting value per share of Company Common Stock to February 28, 2025, at a discount rate of 12.3%, which rate was selected by Morgan Stanley based on the Company’s estimated cost of equity, estimated using the capital asset pricing model method and utilizing a six percent (6%) market risk premium, a risk-free rate of 4.5% based on the 10-year U.S. Treasury yield as of February 14, 2025, and a 1.30 predicted beta based on the U.S. long-term predicted beta as of February 14, 2025 (which was the last trading date before market speculation of a revived transaction). The results of this analysis are listed below, each rounded to the nearest $0.05:

Morgan Stanley noted that the Implied Consideration Value to be received by the holders of Company Common Stock pursuant to the Agreements is $12.64 to $13.36 per share.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion but were noted as reference data for the Board.

Sum of the Parts Comparable Companies Analysis

For reference only, Morgan Stanley calculated a range of implied aggregate values for the Company for fiscal year 2025 based on the values of the Company’s U.S. Retail Pharmacy, International and U.S. Healthcare segments. To determine this range, Morgan Stanley first combined the lowest values from the implied aggregate value ranges of the Company’s U.S. Retail Pharmacy, International and U.S. Healthcare segments to establish the low endpoint. Similarly, Morgan Stanley combined the highest values from the implied aggregate value ranges of the Company’s U.S. Retail Pharmacy, International and U.S. Healthcare segments to establish the high endpoint. These calculations were done without rounding the values. The resulting implied aggregate values of the Company based upon these segment valuations were then reduced by the amount of the Company’s gross debt, certain dark rent payments, working capital normalization, potential opioid liabilities and settlement payments and the UK pension contribution, and increased by the amount of the Company’s cash, cash equivalents and

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certain monetized equity stakes and other equity investments, each as of November 30, 2024, and as provided by the Company’s management in the Projections. Based on this analysis, and based on the outstanding shares of Company Common Stock on a fully diluted basis as of March 3, 2025, as provided by the Company’s management, Morgan Stanley calculated a range of estimated implied values per share of Company Common Stock (rounded to the nearest $0.05) as follows:

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share certain characteristics with the Transactions. This analysis was for reference only because the selected transactions were not, in Morgan Stanley’s professional judgment and experience, similar enough to make a meaningful comparison. No company or transaction reviewed in the precedent transactions analysis was similar enough on business or financial profile, market and financial conditions at the time of the transaction, and industry growth at the time of the transaction. Morgan Stanley compared publicly available statistics for selected transactions based on Morgan Stanley’s professional judgment and experience, that were publicly announced between February 2010 and December 2024 and had an aggregate value implied by the related transaction consideration of greater than or equal to $0.8 billion. Morgan Stanley reviewed the transactions below for, among other things, the ratio of the AV implied by the consideration paid in each transaction to each target company’s EBITDA for the 12-month period prior to the transaction announcement date based on publicly available data as of the date of such announcement (“LTM EBITDA”).

The metrics for each of the precedent transactions are summarized as follows:

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of implied AV / LTM EBITDA multiples of 5.0x to 8.0x for the transactions and applied this range to the LTM EBITDA for the 12 months ended November 30, 2024 of the Company under the Projections as described in the section entitled “Special Factors—Certain Unaudited Prospective Financial Information.” Morgan Stanley calculated the estimated implied value per share of Company Common Stock, rounded to the nearest $0.05, as $4.60 to $16.95 per share as of March 4, 2025.

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Morgan Stanley noted that the Implied Consideration Value to be received by the holders of Company Common Stock pursuant to the Agreements is $12.64 to $13.36 per share.

No company or transaction utilized in the precedent transaction analysis is identical to the Company or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions, and other matters, which are beyond the control of the Company. These include, among other things, the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company, the industry, or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared.

The precedent transaction analysis was presented for reference purposes only and was not relied upon for valuation purposes.

Illustrative Precedent Transaction Premiums

Morgan Stanley reviewed, based on publicly available information, the premiums paid in selected acquisition transactions in the United States.

Morgan Stanley considered premiums paid in selected public transactions since 2000 in which the consideration was cash, with aggregate equity values greater than $1 billion, which transactions were selected based on Morgan Stanley’s professional judgment. The premiums paid in such transactions represented a median of 43% with respect to one-day premiums to unaffected prices.

Based on this analysis and its professional judgment, Morgan Stanley selected a reference premium range of 22% to 51%, representing the 25^th and 75^th percentile with respect to one-day premiums to unaffected prices, to apply to the Company’s closing stock price on February 14, 2025 (the last trading day prior to public rumors regarding a revived potential Merger) of $9.70. Based on its calculations, Morgan Stanley produced a range of $11.85 to $14.65.

No company or transaction utilized as a comparison in the analysis of selected precedent premia transactions is identical to the Company or directly comparable to the Merger in business mix, timing, and size or other metrics. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences between the Merger and the other transactions, the Company and other factors. In evaluating the precedent premia transactions, Morgan Stanley made judgments and assumptions with regard to the applicable transactions, size, business mix, governance matters, industry performance, geographic mix, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. Mathematical analyses (such as determining the mean or median) are not in themselves a meaningful method of using comparable data.

The precedent premia analysis was presented for reference purposes only and was not relied upon for valuation purposes.

Historical Trading Prices

For reference purposes only, Morgan Stanley reviewed the historical trading ranges of Company Common Stock over the 52-week period ended on March 3, 2025. Morgan Stanley noted that, for the 52-week period ended on March 3, 2025, the low and high close trading prices for Company Common Stock were as follows:

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Morgan Stanley noted that the historical trading prices were presented for reference purposes only and were not relied upon for valuation purposes.

Equity Research Analysts’ Price Targets

For reference purposes only, Morgan Stanley reviewed the price targets for Company Common Stock prepared and published by thirteen equity research analysts as of March 3, 2025, all using various valuation methodologies, and noted the range, each rounded to the nearest $0.05, was $7.00 per share to $15.00 per share. These forward price targets generally reflected each analyst’s estimate of the 12-month future public market trading price of Company Common Stock.

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

Morgan Stanley noted that the equity research analysts’ price targets were presented for reference purposes only and were not relied upon for valuation purposes.

General

In connection with the review of the Merger Agreement and the transactions contemplated thereby by the Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor that it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all of the analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous judgments and assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions, and other matters, many of which are beyond the control of the Company. These include, among other things, the impact of competition on the business of the Company and the industry generally, industry growth and the absence of any material adverse change in the financial condition and prospects of the Company or the industry, or in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, to the holders of the Company Common Stock (other than the holders of Excluded and Dissenting Shares or the SP Investors) of the Per Share Consideration pursuant to the Agreements and in connection with the rendering of its oral opinion, subsequently confirmed by delivery of a written opinion, dated March 6, 2025, to the Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Company Common Stock might actually trade following the consummation of the Merger or at any time.

The Per Share Consideration to be received by holders of Company Common Stock pursuant to the Agreements was determined by the Company and the Board through arm’s-length negotiations between the Company and the Board and was approved by the Board. Morgan Stanley did not, however, recommend any specific merger consideration to the Company or the Board or opine that any specific merger consideration constituted the only appropriate merger consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives,

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or whether or not such alternatives could be achieved or are available. In addition, Morgan Stanley expressed no opinion or recommendation to any holder of Company Common Stock as to how such holder should vote at the Special Meeting, or whether to take any other action with respect to the Merger.

Morgan Stanley’s opinion and its presentation to the Board was one of many factors taken into consideration by the Board in deciding to consider, approve and declare the advisability of the Agreements and the transactions contemplated thereby and to recommend the approval of the Merger by holders of Company Common Stock. Consequently, the analyses described above should not be viewed as determinative of the opinion of the Board with respect to the Per Share Consideration pursuant to the Agreements or of whether the Board would have been willing to agree to different merger consideration.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading, hedging and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Neither Morgan Stanley, nor any senior member of the Morgan Stanley deal team, owns any debt, equity, derivatives or convertible instruments in any of the Company, Sponsor, SP Investors or any of their respective affiliates except (i) as may be held through hedge funds, mutual funds and other investment funds or similar investment vehicles or non-discretionary managed accounts or funds; (ii) an aggregate interest of 2 to 3% of the Company Common Stock, which interests are held in connection with Morgan Stanley’s investment management business, wealth management business (including client discretionary accounts) or ordinary course trading activities, including hedging activities; and (iii) with respect to the senior Morgan Stanley deal team, as constitutes a common equity interest in the Company, Sponsor, SP Investors or any of their respective affiliates of less than $50,000 (other than indirectly through mutual funds, closed end funds, ETFs or similar investment vehicles that are professionally managed). In addition, Morgan Stanley and its affiliates may have provided, and may in the future seek to provide, financial advisory and financing services, in each case unrelated to the Transactions, for and may have received and may in the future receive compensation from other parties now or that may become involved in any of the transactions contemplated in the engagement letter (other than the Transactions). The Company acknowledges that the interests of Morgan Stanley and its affiliates engaged in providing such financial advisory and financing services may differ from those of the Company. Although Morgan Stanley in the course of its other activities and relationships may acquire information about the Transaction or other entities and persons that may be the subject of the engagement contemplated by the engagement letter, Morgan Stanley shall have no obligation to disclose such information, or the fact that Morgan Stanley is in possession of such information, to the Company or to use such information on the Company’s behalf.

Under the terms of its engagement letter, Morgan Stanley provided the Board with a financial opinion described in this section and attached as Annex C to this proxy statement in connection with the Merger. The Company has agreed to pay Morgan Stanley for its services in connection with the Merger a one-time fee of $10 million, fifty percent ($5 million) of which was due and payable upon the delivery of a financial opinion to the Board, and the remaining fifty percent ($5 million) of which is due and payable upon the consummation of the Transaction. The Company has also agreed to reimburse Morgan Stanley for its reasonable expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees, advisors and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages and liabilities relating to or arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the Disclosure Date (as defined in the Morgan Stanley opinion), Morgan Stanley and its affiliates (i) provided financing services to the Company and received aggregate fees of between

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$2 million and $5 million in connection with such services, (ii) provided financing services to Sycamore and certain of its affiliates and received aggregate fees of between $5 million and $15 million in connection with such services, (iii) were a lender to the Company with respect to its revolving credit facilities and delayed draw term loan, (iv) did not provide financial advisory or financing services to Stefano Pessina nor have received fees in connection with such services, (v) were a lender to Sycamore or certain of its affiliates with respect to certain revolving credit facilities, and, so far as Morgan Stanley and its affiliates are aware, (vi) hold an aggregate interest of between 2% and 3% in the common stock of the Company. Morgan Stanley may also seek to provide financial advisory and financing services to Sycamore and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Summary of Presentations Provided by Centerview and Morgan Stanley

Additional Presentations by Centerview

In addition to the presentation made to the Board on March 6, 2025, which will be filed with the SEC as an exhibit to the Schedule 13E-3, hereto as Annex B and is described above under “Special Factors—Opinion of Centerview,” a copy of the discussion materials presented or delivered by Centerview to the Board or the Transaction Committee, as applicable, on October 8, 2024, October 24, 2024, December 4, 2024, December 11, 2024, December 18, 2024, December 23, 2024, February 4, 2025, February 9, 2025, February 11, 2025, February 13, 2025, February 26, 2025 and February 28, 2025 containing preliminary illustrative financial analyses also are attached as exhibits to such Schedule 13E-3.

A summary of these discussion materials is provided below. The following summaries, however, do not purport to be a complete description of these discussion materials or of the preliminary financial analyses performed by Centerview.

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The foregoing summary, however, does not purport to be a complete description of such discussion materials or of the preliminary financial analyses performed by Centerview. None of these discussion materials by Centerview constitutes, or forms the basis of, an opinion of Centerview with respect to the consideration payable under the Merger Agreement, and the preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Centerview as of, the dates of the respective discussion materials.

Additional Presentations by Morgan Stanley

In addition to its March 6, 2025 opinion and discussion material (filed as exhibit (c)(15) to the Schedule 13E-3 filed with the SEC in connection with the Merger) to the Board and the underlying financial analyses performed in relation thereto, Morgan Stanley also delivered discussion materials to the Board on February 28, 2025 (the “Morgan Stanley Discussion Materials”). The preliminary financial considerations and other information in the Discussion Materials were based on information and data that was available as of the date of such Discussion Materials. The Discussion Materials substantively reflected certain of the analyses described above under “Special Factors—Opinion of Morgan Stanley.”

The materials dated February 28, 2025 and filed as exhibit (c)(13) to the Schedule 13E-3 filed with the SEC in connection with the Merger included (a) an overview of the proposed Transactions, (b) an overview of the preliminary valuation of DAP Right and (c) preliminary financial valuations of the Company.

The Morgan Stanley Discussion Materials were for discussion purposes only and did not present any findings or make any recommendations or constitute an opinion of Morgan Stanley with respect to the fairness of the Per Share Consideration to the holders of Company Common Stock (other than the SP Investors and the holders of Excluded and Dissenting Shares) or otherwise. The financial analyses performed by Morgan Stanley in relation to its opinion dated March 6, 2025 and filed as exhibit (c)(17) to the Schedule 13E-3 filed with the SEC in connection with the Merger and hereto as Annex C, and as described above under “Special Factors—Opinion of Morgan Stanley,” superseded all analyses and information presented in the Morgan Stanley Discussion Materials. Copies of the Morgan Stanley Discussion Materials have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the Merger, and will be made available for inspection and copying at the principal executive offices of the Company during regular business hours by any interested shareholder or such shareholder’s representative who has been so designated in writing at the address described in the section of this proxy statement titled “Where You Can Find More Information.”

Certain Unaudited Prospective Financial Information

The Company does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to its future performance, revenue, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, including the difficulty of predicting general economic and market conditions, though the Company has in the past provided investors with financial guidance covering certain operating measures and expenses, which it may update from time to time during the relevant year. In connection with the Board’s evaluation of a potential transaction, the Company’s senior management presented to the Board the Management 3YP. In addition, the Company’s senior management worked with Centerview to prepare Extrapolations, which, together with the Management 3YP, we refer to generally as “Management Projections,” and the final version of which we refer to as the “February Projections.” The Company’s senior management also prepared the VMD Forecasts. We refer to the Management Projections and the VMD Forecasts, collectively, as the “Projections.”

The Board used the February Projections and the VMD Forecasts to assist in its decision-making process in determining whether to authorize and approve the execution of the Merger Agreement, and whether to recommend that the Company’s stockholders adopt the Merger Agreement (as described in further detail in the section of this proxy statement titled “Special Factors—Purposes and Reasons for the Merger; Recommendation

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of the Board”) and the February Projections and VMD Forecasts were provided to Centerview and Morgan Stanley in connection with their respective analyses and opinions described in the section “Special Factors—Opinion of the Financial Advisors to the Board.” The February Projections, other than the Extrapolations, and VMD Forecasts were also shared with Sycamore.

The Projections were prepared by the Company’s senior management on a standalone basis without giving effect to the transactions contemplated by the Merger Agreement (including the Merger), and therefore the Projections do not give effect to the Transactions, or any changes to the Company’s operations, capital structure or strategy that may be implemented after the consummation of the Transactions (including the Merger) or to any costs incurred in connection with the Transactions (including the Merger). Furthermore, the Projections do not take into account the effect of any failure of the Transactions (including the Merger) to be completed and should not be viewed as accurate or continuing in that context. The tables below present summaries of the Projections prepared by the Company’s senior management, except Unlevered Free Cash Flow (as defined below), which was arithmetically calculated by Centerview and Morgan Stanley solely using the prospective financial information included in the Projections and the Extrapolations, which were prepared as set forth above.

The Company is including a summary of the February Projections and the VMD Forecasts in this proxy statement solely in order to provide the Company’s stockholders with access to the final Projections that were made available to, and approved by, the Board, made available to Sycamore (other than the Extrapolations) in connection with its due diligence review and made available to Centerview and Morgan Stanley, and which Centerview and Morgan Stanley were instructed by the Board to use, in connection with their respective financial analyses and opinions.

The Projections, including the February Projections and the VMD Forecasts, are not being included in this proxy statement to influence a Company’s stockholder’s decision whether to vote to adopt the Merger Agreement or for any other purpose. The inclusion of this information should not be regarded as an indication that the Board or the Company’s senior management or financial advisors, any Parent Entity or any other person, considered, or now considers, such Projections to be material or to be necessarily predictive of actual future results, and these Projections should not be relied upon as such.

February Projections

The following table presents a summary of the February Projections by fiscal year:

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VMD Forecasts

The following table presents a summary of the VMD Forecasts by calendar year:

Prior Iterations of the Projections

In October 2024, in connection with the Board’s review of the September 23 Proposal and anticipated future proposals from Sycamore or other potential counterparties exploring a possible strategic transaction with the Company, the Company’s senior management presented to the Board the October Management 3YP. The October Management 3YP reflected management’s assumptions at the time concerning, among other things, trends in retail sales over time, debt refinancing and related interest cost, the expected composition of the assets of the VPMC Group and the performance of the VPMC Group throughout the forecast period, continuation of cost optimization, the impact of store closures in connection with the Company’s footprint optimization program, prescription reimbursement pressures net of procurement benefits in the Company’s pharmacy business, the amount of expected annual payments related to certain opioid-related payment obligations, the continuation of the Company’s recent historical practice of paying dividends of $1.00 per share of Company Common Stock, the performance of each of the Company’s individual business segments, the Company’s revenues and adjusted operating income and other relevant factors related to the Company’s long-term operating plan. The Company’s senior management worked with Centerview to extrapolate the October Management Projections. The October Management Projections were discussed with and made available to the Board and Centerview, and, other than the Extrapolations, were made available to Sycamore in connection with its due diligence review of a potential transaction involving the Company.

In December 2024, in connection with ordinary course internal planning processes, the Company’s senior management updated the October Management Projections to the December Management Projections. The

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December Management Projections were discussed with and made available to the Board and Centerview, and, other than the Extrapolations, were made available to Sycamore in connection with its due diligence review of a potential transaction involving the Company.

In February 2025, in connection with ordinary course internal planning processes, the Company’s senior management prepared the February Projections, which were an update to the December Management Projections to reflect certain material changes to assumptions included in the December Management Projections, including to reflect the Company’s actual results for the first two months of the second quarter of its fiscal year 2025, the latest view of the remainder of the fiscal year and certain other changes, including the Dividend Suspension and asset monetization activities.

Also in February 2025, the Company’s senior management prepared the VMD Forecasts based on, among other things, updated forecasts provided by the management of the VPMC Group. The VMD Forecasts reflected management’s assumptions at the time concerning, among other things, the completion of sales processes for certain VPMC Group assets in certain geographic markets in calendar year 2025, as well as certain operational and administrative initiatives.

The Company is including a summary of each of the October Management Projections and the December Management Projections in this proxy statement in order to provide the Company’s stockholders with access to additional information that was previously made available to the Board and Centerview and, other than in the case of the Extrapolations, Sycamore, in connection with the uses described above.

The following table presents a summary of the October Projections by fiscal year:

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The following table presents a summary of the December Projections by fiscal year:

Additional Information About the Projections

The Projections were generated solely for internal use and not developed with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data or published guidelines of the SEC regarding forward-looking statements or GAAP. The Projections are forward-looking statements.

The Projections were prepared by the Company’s senior management based on estimates they reasonably believed to be achievable. However, the information set forth in the Projections is not factual and should not be relied upon as being necessarily indicative of actual future results. The assumptions and estimates underlying the Projections, all of which are difficult to predict and many of which are beyond the control of the Company, may not be realized. There can be no assurance that the forecasted results or underlying assumptions will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Projections, whether or not the Merger is completed. In addition, the Projections may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period. Neither the Company nor any of its affiliates assumes any responsibility to holders of shares of Company Common Stock for the accuracy of this information.

The Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. The Projections summarized in this section, while presented with numerical specificity, were based on numerous assumptions and estimates that necessarily involve judgments with respect to the Company’s business, financial condition and results of operations, industry performance, general business, economic, market and financial conditions and other matters, all of which are difficult or impossible to predict and many of which are beyond the Company’s control. The Projections also reflect assumptions that are subject to change, including, but not limited to, assumptions regarding: demand for the Company’s products and services; growth rates; market share; market size and conditions; competitive landscape; products and product mix; reimbursement

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rates; operating expenses; margins; estimates relating to payments the Company will make in respect of certain legal matters; the Company’s dividend policy; capital expenditures; and net working capital; completion of sales processes for certain VPMC Group assets in certain geographic markets. Important factors that may affect actual results and the achievability of the Projections include, but are not limited to: general economic conditions and disruptions in the financial, debt, capital, credit or securities markets; industry and market dynamics; competition; fluctuations in currency exchange rates; changes in applicable laws; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024, and its Quarterly Report on Form 10-Q for the three months ended February 28, 2025. See also the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.” The Projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the 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 Projections relate, the less predictive the information becomes.

The Projections contain non-GAAP financial measures including Adjusted Operating Income, Adjusted EBITDA, Free Cash Flow and Unlevered Free Cash Flow. The Company’s senior management included such measures in the Projections because it believed that such measures may be useful in evaluating, on a prospective basis, the potential operating performance and cash flow of the Company. A material limitation associated with the use of the above non-GAAP financial measures is that they have no standardized measurement prescribed by GAAP and may not be comparable with similar non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Adjusted Operating Income, Adjusted EBITDA, Free Cash Flow and Unlevered Free Cash Flow should not be considered as an alternative to operating income or net income as a measure of operating performance or operating cash flow or as a measure of liquidity. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors, senior management 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 adjusted financial measures were not relied upon by the Board or the Company’s senior management or financial advisors in connection with their evaluation of the Merger. Accordingly, the Company has not provided a reconciliation of the adjusted financial measures included in the Projections to the relevant GAAP financial measures.

No independent registered public accounting firm provided any assistance in preparing the Projections. Accordingly, no independent registered public accounting firm has examined, compiled, or otherwise performed any procedures with respect to the Projections or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained in the Projections. The Deloitte & Touche LLP report included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024, relates solely to the historical financial information of the Company and to an assessment of the Company’s internal controls over financial reporting. Such report does not extend to the Projections and should not be read to do so.

The Projections summarized in this section were prepared prior to the execution of the Merger Agreement and have not been updated to reflect any changes after the date they were prepared. The Projections summarized in this section are based solely on information available to the Company’s senior management at the time of their preparation and have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement. The Company undertakes no obligation, except as required by law, to update or otherwise revise the Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to not be appropriate, or to reflect changes in general economic or industry conditions.

By including the Projections in this proxy statement, neither the Company nor any of its affiliates, advisors, officers, directors, or representatives has made or makes any representation to any security holder (or any other person or entity) regarding the information included in the Projections or the ultimate performance of the

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Company, Parent or any other Parent Entity, the Surviving Corporation or any of their affiliates compared to the information contained in the Projections. The Company has made no representation to Parent, Merger Sub or any other Parent Entity, in the Merger Agreement or otherwise, concerning the Projections.

In light of the foregoing factors and the uncertainties inherent in the Projections, the Company’s stockholders are cautioned not to place undue, if any, reliance on the Projections.

Plans for the Company After the Merger

Following the Merger Closing, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are beneficially owned by investment funds affiliated with the Sycamore Investors. The shares of Company Common Stock are currently listed on the Nasdaq and registered under the Exchange Act. Following the Merger Closing, there will be no further market for the shares of Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company Common Stock will be delisted from the Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.

From and after the Effective Time, the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors have been duly elected and qualified in accordance with the DGCL or the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be. From and after the Effective Time, the directors of the Company immediately prior to the Effective Time will no longer serve as directors of the Company and the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors have been duly elected and qualified in accordance with the DGCL or the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be.

The Sycamore Entities currently anticipate that, in connection with the closings, the Company will effect a reorganization of the Company and its subsidiaries and their respective assets and businesses into several distinct business units in accordance with the terms of the Merger Agreement. The Sycamore Entities anticipate that, with respect to each business unit, the operations of such business unit initially will be conducted following the Merger Closing substantially as such business unit is currently being conducted (except that neither the Company nor any such business unit will be a public company). The Sycamore Entities are currently conducting a review of the Company’s business units with a view towards determining whether any changes to operations should be made in order to improve the long-term earnings potential of each such business unit. Following the Merger Closing, the Sycamore Entities will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of such business units. The Sycamore Entities may seek to sell or dispose of one or more of such business units or seek to combine one or more of such business units with other businesses. The Sycamore Entities have made arrangements with a potential provider of Shields Subordinated Financing (as defined below) that may, subject to the satisfaction of a number of conditions and contingencies, result in the future sale of the Shields business unit to such provider over the next several years.

As of the date of this proxy statement, other than the Merger and as described above or elsewhere in this proxy statement, the Sycamore Entities have no current intentions, plans, proposals or negotiations that relate to or would result in:

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Nevertheless, the Sycamore Entities expressly reserve the right to make any such changes to the Company or its operations if they deem that it is beneficial to the business of the Sycamore Entities or the Company or in light of future developments.

Certain Effects of the Merger

If the Company’s stockholders approve the Merger Agreement Proposal and all other conditions to the Merger Closing are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

Treatment of the Shares of Company Common Stock

Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock that are held by the Company as treasury stock or owned by Parent, Merger Sub or any other affiliate thereof, or the Dissenting Shares, if any) will be automatically converted into the right to receive (a) the Per Share Cash Consideration, and (b) the Per Share DAP Right Consideration. Each share of Company Common Stock that is, immediately prior to the Effective Time, held by the Company as treasury stock or owned by Parent, Merger Sub, or any other affiliate thereof will be automatically cancelled without payment of any consideration.

Treatment of Company Equity Awards and Employee Stock Purchase Plan

At the Effective Time, except as otherwise agreed upon in writing between the holder and Parent:

(1) each then-outstanding Company Stock Option for which the exercise price per share is less than the Per Share Cash Consideration will automatically be cancelled and converted into the right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the excess, if any, of (A) the Per Share Cash Consideration over (B) the exercise price per share of such Company Stock Option and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company Stock Option;

(2) each then-outstanding Company Stock Option for which the exercise price per share is equal to or greater than the Per Share Cash Consideration will be cancelled without payment of any consideration;

(3) each then-outstanding Company DSU will automatically be cancelled and converted into the right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company DSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon) multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company DSU;

(4) each then-outstanding Company RSU that has vested on or before the Merger Closing, but not yet settled, will automatically be cancelled and converted into the right to receive, without interest and less

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applicable tax withholding, (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon) multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company RSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon);

(5) each then-outstanding Company RSU that is unvested as of the Merger Closing will automatically be cancelled and converted into the contingent right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon), multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company RSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon), with amounts in respect of such Company RSU payable on the RSU Vesting Date, subject to the holder of such Company RSU remaining in continuous service to the Company as an employee or consultant until the RSU Vesting Date;

(6) each then-outstanding Company PSA that is unvested and held by a former Company employee (as of immediately prior to the Merger Closing) will be cancelled and converted into the right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (i) the target number of shares of Company Common Stock subject to such Company PSA (including any shares of Company Common Stock underlying dividend equivalent units credited thereon) as pro-rated in accordance with the applicable award agreement (to the extent applicable), multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company PSA (calculated based on target performance and including any shares of Company Common Stock underlying dividend equivalent units credited thereon) as pro-rated in accordance with the applicable award agreement (to the extent applicable); and

(7) each then-outstanding Company PSA that is unvested and held by a person who is an employee of the Company (as of immediately prior to the Merger Closing) will be cancelled and converted into the contingent right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (i) the target number of shares of Company Common Stock subject to such Company PSA (including any shares of Company Common Stock underlying dividend equivalent units credited thereon), as pro-rated in accordance with the applicable award agreement (to the extent applicable), multiplied by (ii) the Per Share Cash Consideration; and (b) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such unvested Company PSA (calculated based on target performance and including any shares of Company Common Stock underlying dividend equivalent units credited thereon) as pro-rated by the applicable award agreement (to the extent applicable), with amounts in respect of such unvested Company PSA payable on the PSA Vesting Date, subject to the holder of such Company PSA remaining in continuous service to the Company as an employee or consultant until the PSA Vesting Date.

With respect to the ESPP, any outstanding options granted under the ESPP will be exercised no later than immediately prior to the Merger Closing and the ESPP will be terminated prior to the Effective Time. In addition, the Board will take all necessary actions to provide that, following the date of the Merger Agreement, (1) no new offering period will commence, and the current offering period ending on December 31, 2025 will not be extended, (2) no new individuals will be permitted to enroll in the ESPP, (3) no participant will be permitted to increase their rate of deduction or purchases, and (4) no shares of Company Common Stock will be issued under the ESPP, except with respect to the offering period currently in effect.

Certain Effects of the Merger for Parent

Immediately following the consummation of the Merger, Parent will own all of the outstanding equity interests of the Company and, except with respect to the transactions contemplated by the DAP Rights

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Agreement, will be the sole beneficiary of its future earnings, growth, and value, and will be the only entity entitled to vote on corporate matters affecting the Company.

Additionally, following the Merger, the Company Common Stock will be delisted from the Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded. See the section of this proxy statement entitled “Special Factors—Plans for the Company After the Merger.” As such, the Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers, and beneficial owners of more than 10% of the shares of Company Common Stock face as a result of the provisions of Section 16 of the Exchange Act. The Company will also be relieved of the obligation to separately prepare and furnish information to its stockholders. Parent and the other Parent Entities will benefit from any regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriments of the Merger to Parent and the other Parent Entities include the fact that all of the risks of any possible decrease in the future earnings, growth, or value of the Company following the Merger will be borne by Parent or other Parent Entities. Additionally, Parent’s ownership of the Company will be illiquid, with no public trading market for such securities.

Certain Effects on the Company if the Merger Is Not Completed

If the Merger Agreement is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, and the shares of Company Common Stock will continue to be registered under the Exchange Act and quoted on the Nasdaq, for so long as it continues to meet eligibility listing standards. In addition, if the Merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the retail pharmacy and healthcare industries in which the Company operates, and adverse economic conditions. You should also read and consider carefully the other information in this proxy statement, the annexes to this proxy statement, and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K and other SEC filings. See the section of this proxy statement entitled “Where You Can Find More Information.”

Under specified circumstances under the Merger Agreement, the Company may be required to pay Parent (or one or more of its designees) a termination fee of either $158 million or $316 million or the documented out-of-pocket expenses of the Parent Entities and their affiliates, up to a maximum amount of $30 million, or Parent may be required to pay the Company a termination fee of $560 million. For more information, see the section of this proxy statement entitled “The Merger Agreement—Termination Fees; Reimbursement of Expenses.”

Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger

In considering the recommendation of the Board that the stockholders of the Company adopt the Merger Agreement, the Company’s stockholders should be aware that the executive officers and non-employee directors of the Company have certain interests in the Transactions that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement, the Merger and the other Transactions, and in making its recommendations with respect to the Merger Agreement.

For purposes of this disclosure, we have included each of the Company’s current executive officers. As such, our executive officers for purposes of these disclosures are:

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In accordance with SEC rules, this discussion also covers any former executive officer of the Company who served as an executive officer at any time since September 1, 2023, which consists of only Ginger L. Graham, former Interim Chief Executive Officer, who stepped down as Interim Chief Executive Officer, effective October 23, 2023, and resumed her service as director.

Our non-employee directors are Janice M. Babiak, Inderpal S. Bhandari, Ginger L. Graham, Bryan C. Hanson, Robert L. Huffines, Valerie B. Jarrett, John A. Lederer, Tom Polen, Nancy M. Schlichting and William H. Shrank.

The treatment of the Company’s Equity Awards and certain other compensation arrangements in connection with the Merger is provided in the Merger Agreement and is detailed below.

Treatment of Company Equity Awards, Employee Stock Purchase Plan and Common Stock

Stock Options

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, at the Effective Time, except as otherwise agreed upon in writing between the holder and Parent, each then-outstanding Company Stock Option for which the exercise price per share is less than the Per Share Cash Consideration will automatically be cancelled and converted into the right to receive, without interest and less applicable tax withholding, (1) an amount in cash equal to the product of (a) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (b) the excess, if any, of (i) the Per Share Cash Consideration over (ii) the exercise price per share of such Company Stock Option and (2) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company Stock Option.

Each then-outstanding Company Stock Option for which the exercise price per share is equal to or greater than the Per Share Cash Consideration will be cancelled without payment of any consideration.

Deferred Stock Units

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, at the Effective Time, except as otherwise agreed upon in writing between the holder and Parent, each then-outstanding Company DSU will automatically be cancelled and converted into the right to receive, without interest and less applicable tax withholding, (1) an amount in cash equal to the product of (a) the number of shares of Company Common Stock subject to such Company DSU (including any shares of Company Common Stock underlying dividend equivalent units credited thereon) multiplied by (b) the Per Share Cash Consideration and (2) the Per Share DAP Right Consideration in respect of each share of Company Common Stock subject to such Company DSU.

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Restricted Stock Units

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, at the Effective Time, except as otherwise agreed upon in writing between the holder and Parent:

Performance Share Awards

In connection with the completion of the Merger and subject to the terms of the Merger Agreement, at the Effective Time, except as otherwise agreed upon in writing between the holder and Parent:

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Double-Trigger Protection

As described above, pursuant to the Merger Agreement, Company RSUs and Company PSAs will be converted into contingent awards that will be subject to the same accelerated vesting provisions as applicable to the corresponding Company Equity Award, including the “double-trigger” protection provided under the applicable award agreements. Pursuant to the applicable award agreements, upon (1) an involuntary termination of the holder’s employment by the Company without cause or (2) other than in the case of Mr. Pessina and Ms. Barra, a voluntary termination for good reason, in each case within one year following a change in control, (a) all Company RSUs held by the executive officers will vest in full and (b) all Company PSAs held by the executive officers will vest based on target level of performance and be pro-rated based on the number of full months that the executive officer is employed during the applicable performance period.

Quantification of Company Equity Awards

The following table sets forth, as of March 31, 2025, the latest practicable date to determine such amounts before the filing of this proxy statement, (1) the number of shares of Company Common Stock subject to Company DSUs, Company RSUs, and Company PSAs held by the Company’s executive officers and non-employee directors (with respect to Company PSAs, based on the target number of such shares subject thereto); (2) the aggregate cash consideration that would be payable in respect of such Company Equity Award based on the Per Share Cash Consideration; and (3) the number of DAP Rights to be granted to the applicable director or executive officer in respect of such Company Equity Award in accordance with the DAP Rights Agreement. The following table (a) does not capture vesting that would occur between March 31, 2025 and the Merger Closing or any grants that may occur during this period and (b) does not include Company Stock Options held by the executive officers, which have per share exercise prices in excess of the Per Share Cash Consideration and will be cancelled in connection with the Merger, or notional units credited to accounts under the Executive Deferred Plan (as defined below in the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger—Deferred Compensation Plans”) that are measured by reference to a share of Company Common Stock.

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Employee Stock Purchase Plan

With respect to the ESPP, any outstanding options granted under the ESPP will be exercised no later than immediately prior to the Merger Closing and the ESPP will be terminated prior to the Effective Time. In addition, the Board will take all necessary actions to provide that, following the date of the Merger Agreement, (1) no new offering period will commence, and the current offering period ending on December 31, 2025 will not be extended, (2) no new individuals will be permitted to enroll in the ESPP, (3) no participant will be permitted to increase their rate of deduction or purchases and (4) no shares of Company Common Stock will be issued under the ESPP except with respect to the offering period currently in effect.

Common Stock

At the Effective Time, each issued share of Company Common Stock held by our executives and directors will be treated in the same manner as the shares of Company Common Stock held by the unaffiliated stockholders and receive the same Per Share Consideration (i.e., $11.45 in cash per share of Company Common Stock and one DAP Right in accordance with the DAP Rights Agreement) on the same terms and conditions as the unaffiliated stockholders, as discussed above in the section of this proxy statement entitled “Special Factors—Provisions for Unaffiliated Stockholders.” The following table sets forth: (1) the number of shares of Company Common Stock held, as of March 31, 2025, the latest practicable date to determine such amounts before the filing of this proxy statement, by each of our executive officers and non-employee directors (which excludes shares of Company Common Stock subject to outstanding Company Equity Awards); (2) the aggregate cash consideration that would be payable for such shares of Company Common Stock based on the Per Share Cash Consideration; and (3) the number of DAP Rights to be granted to the applicable executive officer or non-employee director in respect of such shares of Company Common Stock in accordance with the DAP Rights Agreement.

Severance Entitlements

Severance and Change in Control Plan

The Company maintains the Walgreens Boots Alliance, Inc. Executive Severance and Change in Control Plan (the “Severance and CIC Plan”), which provides eligible executives certain severance benefits. All of the executive officers are currently eligible for benefits under the Severance and CIC Plan, except for (1) Mr. Pessina, who, as Executive Chairman, is not eligible for participation in the Severance and CIC Plan, (2) Ms. Barra, who receives benefits pursuant to her employment agreement in lieu of benefits under the Severance and CIC Plan (as described below) and (3) Ms. Graham who stepped down as Interim Chief Executive Officer, effective October 23, 2023, and resumed her services as a director.

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Upon an involuntary termination not for cause, death or disability, or upon a voluntary termination for “good reason” within one year following a “change in control” (as those terms are defined in the Severance and CIC Plan), an eligible executive would be entitled to receive, subject to the executive’s execution and non-revocation of a release of claims:

Each of our executive officers also will be eligible to receive the equity award acceleration benefits described above in the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger—Treatment of Company Equity Awards, Employee Stock Purchase Plan and Common Stock—Double-Trigger Protection.” For an estimate of the value of the payments and benefits that would become payable under the Severance and CIC Plan in the event of a qualifying termination with respect to the Company’s Named Executive Officers who participate in the Severance and CIC Plan, see the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below. Assuming, solely for the purpose of the disclosure under this section, a qualifying termination on the assumed Merger Closing of November 5, 2025, based on the same assumptions described in the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger—Quantification of Payments and Benefits to the Company’s Named Executive Officers,” the estimated aggregate value of the potential severance payments and benefits under the Severance and CIC Plan for the six executive officers who are not Named Executive Officers is $22,212,017.

Ornella Barra Employment Agreement

Ms. Barra is party to an employment agreement, which provides for a 12-month notice period prior to a termination of employment by the Company not for cause. Accordingly, if Ms. Barra incurs a termination by the Company not for cause, she would be entitled to 12 months’ notice and continue to receive her base salary and all other compensation and benefits during this notice period; provided, however, that the Company may terminate Ms. Barra’s employment immediately and pay in monthly installments through the end of the notice period base salary and cash payments in lieu of participation in a defined contribution plan (in lieu of further participation in any defined contribution plan, Ms. Barra receives a cash pension supplement of 40% of her base salary paid at the end of each month in twelve equal monthly installments). For an estimate of the value of the payments and benefits that would become payable to Ms. Barra under her employment agreement in the event of a termination not for cause, see the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

Retention Bonus Program

To promote retention and to incentivize efforts to both consummate the Merger and allow for a smooth transition following the consummation of the Merger, the Company has established a broad-based cash retention

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bonus program for the benefit of certain Company employees in accordance with the terms of the Merger Agreement (the “Retention Bonus Program”). Retention bonus awards granted pursuant to the Retention Bonus Program will generally vest and become payable (1) one-third upon the Merger Closing (the “First Retention Bonus Installment Payment”) and (2) two-thirds upon the one-year anniversary of the Merger Closing (the “Second Retention Bonus Installment Payment”), in each case subject to the employee’s continued employment or service with the Company through such date. If the employee incurs a termination by the Company without cause, then, subject to the recipient’s execution and non-revocation of a release of claims, the employee will generally be entitled to receive (a) if such termination occurs prior to the Merger Closing, the First Retention Bonus Installment Payment and (b) if such termination occurs following the Merger Closing, the Second Retention Bonus Installment Payment. Awards under the Retention Bonus Program (other than those described below with respect to our executive officers) will be determined by the Company, in consultation with Parent.

The retention bonus awards approved by the Compensation Leadership Performance Committee of the Board (the “CLPC”) for each of the Named Executive Officers (other than Messrs. Pessina and Wentworth and Ms. Graham, who did not receive a under the Retention Bonus Program) is set forth below in the table under the section of this proxy statement entitled “Special Factors—Interests of the Executive Officers and Non-Employee Directors of the Company in the Merger—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below and the retention bonus awards for the six executive officers who are not Named Executive Officers is $4,420,000, in the aggregate.

280G Mitigation Actions

In analyzing the severance and other payments that could be made in connection with the Merger, the Company has determined that certain of the Company’s executives may be subject to an excise tax under Section 4999 of the Code on payments they will or may receive in connection with the Merger. Generally, an excise tax of 20% is imposed on each individual recipient of certain “parachute payments” that, under the rules of Section 280G of the Code, exceed a certain threshold amount for such individual and the corporation making the payments is denied a tax deduction for such payments. The excise tax due is in addition to the regular income and employment taxes otherwise payable in connection with compensatory payments to the affected individuals. Payments to certain executive officers that may be considered “parachute payments” for purposes of Sections 280G and 4999 of the Code include, as applicable, any severance payments (e.g., benefits payable under the Severance and CIC Plan), the value of the accelerated vesting of unvested equity awards upon a qualifying termination of employment and the retention bonuses.

Under the Merger Agreement, in consultation with Parent, the Company may implement certain strategies to mitigate the potential impact of Section 280G and 4999 of the Code. Such mitigation strategies may include entering into tax gross-up agreements to reimburse executives who would be subject to the imposition of an excise tax under Section 4999 of the Code on a “single-trigger” basis (i.e., based on the consummation of Merger alone, regardless of whether the employment of the executive is terminated) for the cost of such excise tax (and any income, employment or other taxes relating to the tax gross-up payments), up to an aggregate limit of $2,500,000, to put such executives in the same position as if such excise tax did not apply.

The Board has considered the impact of the potential excise taxes under Section 4999 of the Code on certain executives of the Company who may be subject to such excise taxes, and has determined that the imposition of the excise taxes on such executives would result in an unintended personal tax burden that would deprive the individuals of a portion of the value of their compensatory payments in connection with the Merger. The Board has considered the tax implications of Sections 280G and 4999 of the Code and assessed the costs and benefits of potential payments to alleviate the excise taxes, to the Company, its stockholders, and the affected executives. The Board believes that it is in the best interests of the Company and its stockholders to mitigate the negative impact to the affected executives that would otherwise result from the Merger, which is expected to bring significant financial benefits to the Company and its stockholders. As part of these efforts, the Company intends

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to enter into a tax gross-up agreement with one executive officer who is not a Named Executive Officer to reimburse such executive officer for excise taxes under Section 4999 of the Code (and any income, employment or other taxes relating to the tax gross-up payments), so that, on a net after-tax basis, the affected individual would be in the same position as if no such excise tax had applied. The estimated value of the tax gross-up payments for the one executive officer is $1,425,144. The actual amounts to be paid to such executive officer by the Company will not be finally determined until after the consummation of the Merger, but before the excise taxes become due, so the actual tax gross-up amount could be different from the amount estimated, subject to the aggregate maximum reimbursement set forth above. Such executive officer will retain the obligation to pay income and other taxes on all payments that may be received in connection with the Merger.

Post-Closing Compensation and Arrangements

As of the date of this proxy, none of the Company’s directors or executive officers has entered into any agreement or understanding regarding post-closing employment or providing compensation or benefits other than Mr. Pessina, who has agreed with Sponsor to have an executive role following the Merger, for which the compensation, if any, has not yet been agreed. However, continuing Company employees, including the executive officers, may hold preliminary discussions about, or may enter into, new employment or compensation arrangements with Parent or one or more of its affiliates, including a new long-term incentive plan for the Company to be implemented following the Merger Closing.

After the Merger Closing and in connection with the monetization of the Company’s debt or equity interests in the VPMC Group, individuals who were Company directors immediately prior to the Effective Time may be appointed as members of the Shareholder Representative or as the member of the Sale Committee appointed by the Shareholder Representative. From the Effective Time until the valid termination of the DAP Rights Agreement, each individual member of the committee that comprises or controls the Shareholder Representative will receive a quarterly cash retainer in the amount of $75,000 and the individual acting as the member of the Sale Committee appointed by the Shareholder Representative will receive a quarterly cash retainer in the amount of $75,000. For more information, see the section of this proxy statement entitled “The DAP Rights Agreement.”

In addition, Stefano Pessina, Executive Chairman of the Board, may serve on certain boards and other similar governing bodies of the companies holding the businesses of the Company and its subsidiaries after the Merger Closing and John Lederer, a member of the Board who is also a senior advisor to Sycamore and the Chief Executive Officer of Staples, Inc., a Sycamore portfolio company, may also serve on such boards and similar governing bodies after the Merger Closing as one of Sycamore’s designees. As described more fully elsewhere in this proxy statement (including under “Special Factors—Background of the Merger”), Messrs. Pessina and Lederer recused themselves from Board discussions related to the Sycamore proposal and/or any other alternative strategic transactions, as well as from discussions of valuation tied to the Sycamore proposal or other alternative strategic transactions.

Deferred Compensation Plans

The Company maintains the Walgreens Boots Alliance, Inc. Executive Retirement Savings Plan (the “Executive Deferred Plan”), which is a non-qualified supplemental retirement plan under which certain key employees, (1) receive Company contribution credits equal to matching contributions for those that cannot be made to the Company’s 401(k) Plan due to certain tax law limitations (“Company Contributions”) and (2) may elect to defer, on a pre-tax basis, up to (a) 50% of their annual base compensation and/or (b) 85% of their short-term incentive awards and any other bonus compensation (“Participant Contributions”). Each participant’s account under the Executive Deferred Plan is credited with investment gains and/or losses based on the investment fund elections of the participant, which may include the Company’s stock fund. Executive Deferred Plan accounts are paid following termination of employment. Company Contribution accounts are paid in a lump sum or installments, depending on the size of the account balance and the participant’s age at the time of employment termination. Participant Contribution accounts are paid in a lump sum or installments over a

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selected number of years, based on the participant’s advance election at the time of deferral. The Executive Deferred Plan is expected to remain outstanding upon the Merger Closing. All of the Company’s executive officers, other than Mr. Pessina and Mses. Barra and Graham participate in the Executive Deferred Plan, and all Company Contributions and Participant Contributions under the Executive Deferred Plan are fully vested.

The Company has also provided deferred compensation opportunities in the past through offering separate non-qualified deferred compensation/capital accumulation plans to executives and other management-level employees from time to time (the “CAP Plans”). The CAP Plans are frozen to new participants and future contributions. In the event of an involuntary termination of a participant within five years following a “change in control” (as such term is defined under the CAP Plans), such termination will be treated as a retirement entitling the participant to be credited with the highest interest rate permitted under the CAP Plans in the calculation of the accumulated value of the deferred amounts under the CAP Plans. Only one executive officer who is not a Named Executive Officer has an outstanding balance under the CAP Plans. Assuming an involuntary termination of employment on the assumed Merger Closing date of November 5, 2025, the estimated increase in value of payments under the CAP Plans to this executive officer as a result of such retirement enhancement is $19,809.

Stefano Pessina’s Reinvestment

Pursuant to the Reinvestment Agreement, Mr. Pessina and each of the other SP Investors has agreed to invest the aggregate cash proceeds received by Mr. Pessina and each of the other SP Investors at the Merger Closing, along with an additional cash amount, to purchase a number of common equity interests in the Topcos. For further detail, see the section of this proxy statement entitled “The Reinvestment Agreement.”

Stefano Pessina’s Interim Investors Agreement

Pursuant to the Interim Investors Agreement, which governs the respective rights and obligations of Mr. Pessina and each of the other SP Investors, on the one hand, and the other parties thereto, on the other hand, relating to the Merger Agreement, the Reinvestment Agreement, and related financing and guaranty arrangements prior to execution of final investors’ agreement documents, Mr. Pessina and each of the other SP Investors have agreed, among other things, to cooperate with respect to required regulatory filings, to allocate certain transaction expenses and reimbursement rights and to certain procedures with respect to amendments, consents, or waivers under the Merger Agreement. Mr. Pessina and each of the other SP Investors have further agreed not to transfer or encumber their owned Company Common Stock, subject to limited exceptions. The Interim Investors Agreement will remain in effect until the earlier of (i) the Merger Closing and the effectiveness of definitive investors’ agreements or (ii) the termination of the Merger Agreement. The foregoing summary of the Interim Investors Agreement is qualified in its entirety by reference to the copy of such agreement attached as an exhibit to the Schedule 13E-3 filed with the SEC in connection with the Merger and incorporated herein by reference.

Indemnification and Insurance

Pursuant to the Merger Agreement, the Company’s directors and officers will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement entitled “The Merger Agreement—Additional Agreements of the Parties to the Merger Agreement—Indemnification.”

Quantification of Payments and Benefits to the Company’s Named Executive Officers

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K under the Securities Act, which requires disclosure of information about certain compensation for each Named Executive Officer of the Company that is based on, or otherwise relates to, the Merger. This compensation is referred to as “golden parachute” compensation by the SEC disclosure rules and is subject to a non-binding advisory vote of the stockholders of the Company.

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The table below sets forth the dollar amounts of potential payments that each Named Executive Officer may be entitled to receive in connection with the Merger assuming a qualifying termination of employment on the Merger Closing date. Amounts reported below assume (1) solely for the purpose of the disclosure under this section, a Merger Closing date of November 5, 2025, (2) a maximum payout of $3.00 for each DAP Right, and (3) a qualifying termination of employment on the assumed Merger Closing date. The severance amount due to Ms. Barra is payable to her in British pounds and, for purposes of this table, is calculated using an exchange rate of £1=$1.261216. The calculations in the table below do not include any amounts that the Named Executive Officers were entitled to receive or that were vested as of the date hereof. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that may occur prior to the Effective Time or any awards that, by their terms, may vest in accordance with their terms irrespective of the Merger prior to the Effective Time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a Named Executive Officer may differ materially from the amounts set forth below. For purposes of this discussion, “single-trigger” refers to compensation benefits that arise as a result of the consummation of the Merger. Because the Merger Closing will constitute a “change in control” under the Severance and CIC Plan and/or other compensation arrangements in which the Named Executive Officers participate, “double-trigger” in this disclosure refers to compensation and benefits that are payable upon a qualifying termination that occurs within a specified period of time following the consummation of the Merger.

Golden Parachute Compensation

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The calculations in the tables above are hypothetical estimates based on the assumptions discussed above, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in

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the footnotes to the table, and do not reflect certain compensation actions that may occur before the completion of the Merger. The actual amount of payments and benefits that each of the Named Executive Officers receive in connection with the Merger may be higher or lower than those appearing in the table above.

Intent to Vote in Favor of the Merger

Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company Common Stock owned directly by them in favor of the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal.

Pursuant to the Voting Agreement, Mr. Pessina and the other SP Investors have agreed, among other things, and subject to the terms and conditions of the Voting Agreement, (i) to vote all shares of Company Common Stock owned by them in favor the Merger Agreement Proposal and the Adjournment Proposal (and pursuant to the existing shareholders agreement with the Company, the SP Investors are obligated to vote according to the Board’s recommendation in favor of the Merger-Related Compensation Proposal) and (ii) not to transfer or otherwise dispose of any of their shares of Company Common Stock prior to the Merger Closing (or the earlier termination of the Merger Agreement) except in specified circumstances. For further detail, see the section of this proxy statement entitled “The Voting Agreement.”

As of     , 2025, the Record Date for the Special Meeting,

As discussed below in the section of this proxy statement entitled “The Merger Agreement Proposal,” the approval of the Merger Agreement Proposal requires both the affirmative vote of (a) the majority of the outstanding shares and (b) the majority of the votes cast by the unaffiliated stockholders. Shares of Company Common Stock voted by the Recused Directors (including, in Mr. Pessina’s case, by any SP Investor) will not be included in determining whether the Merger Agreement Proposal has been approved by the affirmative vote of the majority of the votes cast by the unaffiliated stockholders.

Appraisal Rights

If you hold one or more shares of Company Common Stock, you may be entitled to appraisal rights under Delaware law and have the right to dissent from the Merger, have your shares appraised by the Delaware Court of Chancery and receive the “fair value” of such shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger in place of the Per Share Consideration, as determined by such court, if you strictly comply with the procedures specified in Section 262, subject to certain limitations under the DGCL. Any such Company stockholders awarded “fair value” for their shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Per Share Consideration.

The following discussion is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, a copy of which is accessible, without subscription or cost, at the following publicly available website, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. All references in Section 262 and in this summary to a “stockholder” are to the holder of record of shares of Company Common Stock. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262.

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Under Section 262, the Company, not less than 20 days prior to the Special Meeting, must notify each stockholder who was a Company stockholder on the Record Date for notice of the Special Meeting and who is entitled to exercise appraisal rights, that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes the required notice to Company stockholders that appraisal rights are available in connection with the Merger. A holder of Company Common Stock who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion carefully. Failure to comply timely and properly with the requirements of Section 262 may result in the loss of appraisal rights. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Per Share Consideration.

How to Exercise and Perfect Your Appraisal Rights. If you are a Company stockholder wishing to exercise the rights to seek an appraisal of your shares, you must do ALL of the following:

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

Who May Exercise Appraisal Rights. Only a holder of record of shares of Company Common Stock issued and outstanding at the time a demand for appraisal is made and that continue to be issued and outstanding and held of record by such holder immediately prior to the completion of the Merger may assert appraisal rights for the shares of Company Common Stock registered in that holder’s name. A demand for appraisal must be executed by or on behalf of the stockholder of record, fully and correctly, as the stockholder’s name appears in the stock ledger. The demand for appraisal must reasonably inform the Company of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its Company Common Stock. Beneficial owners who do not also hold their shares of common stock of record may not directly make appraisal demands to the Company. The beneficial holder must, in such cases, have the owner of record, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of Company Common Stock of record. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of Company Common Stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of

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shares of Company Common Stock as to which appraisal is sought. Where no number of shares of Company Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Company Common Stock held in the name of the record owner.

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

If you own shares of Company Common Stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, demand for appraisal must be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the record owner. If you hold shares of Company Common Stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

If you elect to exercise appraisal rights under Section 262, you should mail or deliver a written demand to:

Walgreens Boots Alliance Inc.

108 Wilmot Rd, MS #1858

Deerfield, IL 60015

Attention: Chief Legal Officer

The Company’s Actions After the Completion of the Merger. If the Merger is completed, the Surviving Corporation will give written notice of the completion of the Merger within 10 days after the completion of the Merger to you if you did not vote “FOR” the Merger Agreement Proposal and you made a written demand for appraisal in accordance with Section 262. At any time within 60 days after the completion of the Merger, if you have not commenced an appraisal proceeding or joined such a proceeding as a named party, you have the right to withdraw the demand and to accept the Per Share Consideration in accordance with the Merger Agreement for your shares of Company Common Stock. Within 120 days after the Merger Closing, but not later, either you, provided you have complied with the requirements of Section 262, or the Surviving Corporation 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 you, demanding a determination of the fair value of the shares of Company Common Stock held by all dissenting stockholders who are entitled to appraisal rights. The Surviving Corporation is under no obligation to file an appraisal petition and has no intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262.

Within 120 days after the completion of the Merger, provided you have complied with the provisions of Section 262, you will be entitled to receive from the Surviving Corporation, upon your written request, a statement setting forth the aggregate number of shares not voted in favor of the adoption and approval of the Merger Agreement and with respect to which the Company has received demands for appraisal, and the aggregate number of holders of those shares. The Surviving Corporation must mail this statement to you within the later of 10 days of receipt of the request or 10 days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of Company Common Stock held in a voting trust or by a

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nominee on your behalf you may, in your own name, file an appraisal petition or request from the Surviving Corporation the statement described in this paragraph. As noted above, however, a demand for appraisal may only be made by or on behalf of a holder of record of shares of Company Common Stock.

If a petition for appraisal is duly filed by you or another record holder of Company Common Stock who has properly exercised his or her appraisal rights in accordance with the provisions of Section 262, the Surviving Corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the office of the Delaware Register in Chancery in which the petition was filed with a duly verified list containing the names and addresses of all persons who have demanded an appraisal of 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 the Delaware Register in Chancery to give notice of the time and place fixed for the hearing on the petition by registered or certified mail to the Surviving Corporation and to the persons shown on such duly verified list at the addresses therein stated. The costs of these notices are borne by the Surviving Corporation. The Delaware Court of Chancery will then determine which persons are entitled to appraisal rights. If immediately before a merger the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Delaware Court of Chancery shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million or (3) the merger was approved pursuant to Section 253 or Section 267 of the DGCL.

After determination of the persons entitled to appraisal of their shares of Company Common Stock, the appraisal proceeding will be conducted as to the shares of Company Common Stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of the shares of Company Common Stock at the completion of the Merger held by dissenting stockholders who have properly exercised his, her or its appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262, interest from the completion of the Merger 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 completion of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash (which will be treated as an advance against the payment due to such person), in which case interest shall accrue after such payment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time. When the fair value is determined, the Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme

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Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy. The fair value of their shares as determined under Section 262 could be greater than, the same as, or less than the value of the Per Share Consideration. Sycamore does not anticipate offering more than the Per Share Consideration to any stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Company Common Stock is less than the Per Share Consideration. An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262.

Upon application by the Surviving Corporation or by any holder of Company Common Stock entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any Company stockholder whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights.

If no petition for appraisal is filed within 120 days after the completion of the Merger, or if you otherwise fail to perfect, successfully withdraw or lose your right to appraisal, then your right to appraisal will cease and you will be entitled to receive the Per Share Consideration described in the Merger Agreement, without interest thereon and subject to all applicable withholding.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may allocate those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. However, costs do not include attorneys and expert witness fees. Each stockholder is responsible for its own attorneys and expert witnesses expenses, although, upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal.

If you have duly demanded an appraisal in compliance with Section 262, you may not, after the completion of the Merger, vote the Company Common Stock subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to Company stockholders as of a Record Date prior to the completion of the Merger.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party, you may withdraw a demand for appraisal and accept the Per Share Consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the Per Share Consideration to the Surviving Corporation, except that any attempt to withdraw made more than 60 days after the completion of the Merger will require written approval of the Surviving Corporation, and no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery. Such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger within 60 days after the completion of the Merger. If you fail to perfect, effectively withdraw, waive or otherwise lose the appraisal right, your shares will be converted into the right to receive the Per Share Consideration.

Failure to follow the steps required by Section 262 for perfecting appraisal rights may result in the loss of appraisal rights. In that event, you will be entitled to receive the Per Share Consideration for your shares in

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accordance with the Merger Agreement. In view of the complexity of the provisions of Section 262, if you are a Company stockholder and are considering exercising your appraisal rights under the DGCL, you should consult your own legal advisor.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262, THE DGCL WILL GOVERN.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a general summary of the material U.S. federal income tax consequences of the Merger that are generally applicable to U.S. holders (as defined below). This discussion only applies to U.S. holders of Company Common Stock who hold their shares of Company Common Stock as capital assets within the meaning of Section 1221(a) of the Code (generally, property held for investment). This discussion is based on the Code, the proposed, temporary and final Treasury regulations promulgated thereunder, judicial authorities and published positions of the Internal Revenue Service (the “IRS”), all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein. Neither the Company nor Parent has sought, nor will they seek, a ruling from the IRS regarding the U.S. federal income tax consequences of the Merger. Accordingly, there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the Merger described in this discussion or that any such contrary position would not be sustained.

This discussion is for general information purposes only and is not a complete description of tax considerations that may be relevant to a holder of Company Common Stock in light of such holder’s particular circumstances, nor does it apply to holders subject to special rules under U.S. federal income tax laws such as holders who are dealers or brokers in securities, currencies or commodities, traders in securities that elect a mark-to-market method of tax accounting, tax-exempt entities and organizations, banks, insurance companies or other financial institutions, mutual funds, regulated investment companies and real estate investment trusts, partnerships and other pass-through entities and investors therein, pension funds, individual retirement and other tax deferred accounts, “controlled foreign corporations,” “passive foreign investment companies,” “personal holding companies,” persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement,” persons holding Company Common Stock as part of a hedge, appreciated financial position, straddle, constructive sale, conversion transaction or other integrated or risk reduction transaction, persons who have a functional currency other than the U.S. dollar, persons who acquired their Company Common Stock through the exercise of Company Stock Options or in other compensatory transactions, holders that own or have owned within the past five years (or are deemed to own or have owned within the past five years) five percent (5%) or more of the outstanding Company Common Stock or certain former citizens or former long-term residents of the United States. Furthermore, no state, local or foreign tax considerations are addressed herein, nor does this discussion address any considerations relating to U.S. federal taxes other than the income tax (such as estate or gift taxes). In addition, the discussion does not address the Medicare tax on net investment income, any alternative minimum tax consequences, any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance provisions of the HIRE Act of 2010 (including the Treasury regulations promulgated thereunder and any intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with any such agreement), or the tax consequences of transactions effectuated prior to or after the Merger (whether or not such transactions occur in connection with the Merger). Finally, this discussion does not address the tax consequences to holders of shares of Company Common Stock who exercise appraisal rights.

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This summary does not discuss any U.S. federal income tax considerations to persons holding Company Common Stock who are not U.S. holders. If you are not a U.S. holder, you should consult with your own tax advisor as to the consequences under U.S. federal, state and local tax laws and foreign tax laws with respect to the Merger, including the potential application of withholding tax to payments on the DAP Rights.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Common Stock that is, for U.S. federal income tax purposes, (a) an individual citizen or resident of the United States, (b) a corporation (or other entity or arrangement taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Company Common Stock, the tax treatment of a partner in the partnership will generally depend on the status of the partner and upon the activities of the partnership. Partnerships that hold such shares and persons treated as partners in such partnerships should consult their own tax advisors regarding the specific U.S. federal income tax consequences of the Merger to them.

The following discussion does not purport to be a complete analysis or discussion of all U.S. federal income tax consequences relating to the Merger. All holders of Company Common Stock should consult their own tax advisors as to the specific tax consequences to them of the Merger, including with respect to reporting requirements and the applicability and effect of any U.S. federal, state, local, non-U.S. or other tax laws in light of their particular circumstances.

General

An exchange of shares of Company Common Stock for the Per Share Consideration pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a holder of Company Common Stock recognizes, and the timing and potentially the character of a portion of such gain or loss, depends in part on the U.S. federal income tax treatment of the DAP Rights, with respect to which there is substantial uncertainty.

The receipt of DAP Rights as part of the Per Share Consideration may be treated as either a “closed transaction” or an “open transaction” for U.S. federal income tax purposes. There is no authority directly on point addressing whether the receipt of, and payments made with respect to, contingent value rights with characteristics similar to the DAP Rights should be taxed as “open transactions” or “closed transactions,” and the issue is inherently factual in nature. Accordingly, holders are urged to consult their tax advisors regarding this issue. The installment method of reporting will not be available with respect to any gain attributable to the receipt of the DAP Rights because the Company Common Stock is traded on an established securities market.

The following sections discuss the tax consequences of the Merger if the receipt of the DAP Rights as part of the Per Share Consideration is treated as a closed transaction or, alternatively, as an open transaction. The Company and Parent urge you to consult your tax advisor with respect to the proper characterization of the receipt of the DAP Rights and the impact, if any, of the position that may be taken by the Company or Parent on such holder’s characterization of the Per Share Consideration.

Treatment of Consideration Received Upon the Closing of the Merger

Under either “closed” or “open” transaction treatment, gain or loss recognized in the Merger must be determined separately for each identifiable block of Company Common Stock surrendered in the Merger (i.e. shares of Company Common Stock acquired at the same cost in a single transaction). Any such gain or loss will

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be long-term if the Company Common Stock was held for more than one year before such disposition. For U.S. holders that are individuals, estates or trusts, long-term capital gains are generally taxed at preferential rates. The deductibility of both long-term and short-term capital losses is subject to certain limitations.

Treatment as Closed Transaction. If the fair market value of the DAP Rights can be “reasonably ascertained” as of the date of the Merger Closing, the receipt of the DAP Rights should generally be treated as “closed” for U.S. federal income tax purposes, in which event a U.S. holder should generally recognize capital gain or loss for U.S. federal income tax purposes upon Merger Closing equal to the difference between (x) the sum of the amount of cash received and the fair market value (determined as of the Merger Closing) of the DAP Rights received and (y) such U.S. holder’s adjusted tax basis in the Company Common Stock surrendered pursuant the Merger. Under such treatment, a U.S. holder’s initial tax basis in the DAP Rights will equal the fair market value of the DAP Rights on the date of the Merger Closing, and the holding period of the DAP Rights should begin on the day following the date of the Merger Closing.

Treatment as Open Transaction. If the fair market value of the DAP Rights cannot be “reasonably ascertained” as of the date of the Merger Closing, the receipt of the DAP Rights would generally qualify as an “open transaction.” If the receipt of the Per Share Consideration is treated as an “open transaction” for U.S. federal income tax purposes, subject to the discussion of future payments on the DAP Rights below, a U.S. holder would generally recognize (i) capital gain, if any, for U.S. federal income tax purposes upon consummation of the Merger if and to the extent the amount of cash received in the Merger exceeds such U.S. holder’s adjusted tax basis in the shares of Company Common Stock surrendered in the Merger or (ii) capital loss, if any, only after all payments in respect the DAP Rights have been received or it is determined that the U.S. holder’s right to receive further payments under the DAP Rights terminates.

Subject to the Section 483 Rules discussed below, if the transaction is “open” for U.S. federal income tax purposes, the fair market value of the DAP Rights at the Merger Closing would not be taken into account in determining the U.S. holder’s taxable gain upon receipt of the Per Share Consideration, and a U.S. holder would take no tax basis in the DAP Rights, but would recognize capital gain as payments with respect to the DAP Rights are made or deemed made in accordance with the U.S. holder’s regular method of accounting, but only to the extent the sum of such payments (and all previous payments under the DAP Rights), together with the amount of cash received upon Merger Closing, exceeds such U.S. holder’s adjusted tax basis in the Company Common Stock surrendered pursuant the Merger.

Subject to the Section 483 Rules discussed below, if the transaction is “open” for U.S. federal income tax purposes, a U.S. holder who does not receive an amount of cumulative cash proceeds pursuant to the Merger (including any payments received under the DAP Rights) at least equal to such U.S. holder’s adjusted tax basis in the Company Common Stock surrendered pursuant to the Merger will recognize a capital loss in the year that the U.S. holder’s right to receive further payments under the DAP Rights terminates.

It is the position of the IRS, as reflected in Treasury regulations, that only in “rare and extraordinary cases” is the value of property so uncertain as to warrant “open transaction” treatment.

Future Payments on the DAP Rights

Treatment as Closed Transaction. If the transaction is treated as a “closed transaction,” there is no direct authority with respect to the tax treatment of holding and receiving payments with respect to property similar to the DAP Rights. Accordingly, the amount, timing, and character of any gains, income or loss with respect to the DAP Rights are uncertain. It is possible that payments received with respect to a DAP Right, up to the amount of the U.S. holder’s adjusted tax basis in the DAP Right, may be treated as a non-taxable return of a U.S. holder’s adjusted tax basis in the DAP Right, with any amount received in excess of basis treated as gain from the disposition of the DAP Right. To the extent that payments received by a U.S. holder are not treated as described above, payments with respect to a DAP Right may be treated as either (i) payments with respect to a sale of a

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capital asset, (ii) ordinary income, or (iii) dividends. Additionally, in the event a payment received with respect to a DAP Right gives rise to capital gain, a portion of any such payment may be treated as imputed interest taxable as ordinary income under the Section 483 Rules discussed below. A U.S. holder may be entitled to recognize a loss if, at the time it is determined that there will be no further payments with respect to the DAP Rights, such U.S. holder has any remaining tax basis in such U.S. holder’s DAP Right.

Treatment as Open Transaction. As discussed above under “Special Factors—Treatment of Consideration Received Upon the Closing of the Merger—Treatment as Open Transaction,” if the receipt of the DAP Rights is treated as an “open transaction,” the U.S. holder would take payments under the DAP Rights into account when made or deemed made in accordance with the U.S. holder’s regular method of accounting for U.S. federal income tax purposes. Such payment to a U.S. holder should be treated as a payment under a contract for the sale or exchange of Company Common Stock to which Section 483 of the Code may apply (the “Section 483 Rules”). Under the Section 483 Rules, a portion of the payments made pursuant to a DAP Right may be treated as imputed interest taxable as ordinary income to a U.S. holder of a DAP Right. The imputed interest amount would equal the excess of the amount of the DAP Right payment received over its present value at the Merger Closing, calculated using the applicable federal rate as the discount rate. A U.S. holder must include in its taxable income imputed interest pursuant to the Section 483 Rules in accordance with such U.S. holder’s regular method of accounting. The portion of the payment pursuant to a DAP Right that is not treated as imputed interest under the Section 483 Rules would generally be treated as a payment with respect to the sale of Company Common Stock, as discussed above under “Treatment of Consideration Received Upon Closing of the Merger—Treatment as Open Transaction.”

Due to the legal and factual uncertainty regarding the valuation and tax treatment of the DAP Rights, U.S. holders are urged to consult their tax advisors concerning the recognition of any gain or loss resulting from the receipt of the DAP Rights in the Merger and the tax consequences of the receipt of any payments under the DAP Rights after the Merger.

Information Reporting and Backup Withholding

In general, any payments made to a U.S. holder in exchange for Company Common Stock in the Merger or pursuant to the DAP Rights will be reported to the IRS unless the holder is an exempt recipient and appropriately certifies as to its status. Backup withholding, currently at a rate of 24%, may apply unless a 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 holder is not subject to backup withholding, or otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Neither the Company nor Parent has sought or will seek any opinion of counsel or any ruling from the IRS with respect to the matters discussed herein. We urge holders of shares of Company Common Stock to consult their own tax advisors with respect to the specific tax consequences to them in connection with the Merger in light of their own particular circumstances, including the tax consequences under state, local, foreign and other tax laws.

Financing of the Merger

The Merger is not subject to any financing condition. Parent estimates that the total funds necessary to complete the Merger will be approximately $18.8 billion, including related fees and expenses. The financing contemplated by the Merger Agreement is comprised of $13.33 billion committed to be funded on the Merger Closing from committed debt financing by the Debt Commitment Parties (the “Debt Financing”), $1.25 billion

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from committed preferred equity financing by the Preferred Equity Commitment Party (the “Preferred Equity Financing”), and $2.5 billion in the aggregate from an equity investment by the Equity Commitment Parties (the “Equity Financing”, collectively with the Debt Financing and Preferred Equity Financing, the “Financing”). Additionally, the SP Investors have agreed, on the terms and subject to the conditions set forth in the Reinvestment Agreement, to reinvest the aggregate Per Share Cash Consideration received by the SP Investors and invest an additional cash investment immediately following the Merger Closing (for a more detailed summary of the Reinvestment, see “The Reinvestment Agreement”).

Parent has delivered to the Company the Equity Commitment Letter, pursuant to which the Equity Commitment Parties have committed, subject to the terms and conditions contained therein, to provide equity financing in an aggregate amount of $2.5 billion to Parent and certain of the other Parent Entities at or prior to the Initial Closing, subject to and in accordance with the terms and conditions of the Equity Commitment Letter and the Merger Agreement. Certain of the Equity Commitment Parties, which we refer to as the guarantors, have also delivered to the Company a Limited Guaranty in favor of the Company to guarantee, subject to certain limitations, the payment of such guarantor’s pro rata share of the obligation of the Parent Entities to pay the Reverse Termination Fee and certain out-of-pocket fees, cost and expenses incurred by the Company in connection with, and solely to the extent reimbursable under, the Merger Agreement (subject to an aggregate cap of $30 million).

The Parent Entities have obtained debt financing commitments and preferred equity financing commitments, the proceeds of which, if drawn in connection with the Merger Closing, will be used to consummate the Merger and the other Transactions. The Debt Commitment Parties and the Preferred Equity Commitment Party have committed to provide the Parent Entities, severally, but not jointly, with debt financing and preferred equity financing in the amounts and on the terms and subject to the conditions set forth in the applicable Debt Commitment Letters and the Preferred Equity Commitment Letter. The obligations of the Debt Commitment Parties to provide the debt financing under the applicable Debt Commitment Letters and the Preferred Equity Commitment Party to provide the preferred equity financing under the Preferred Equity Commitment Letter are, in each case, subject to certain customary conditions.

Equity Financing

In connection with the Merger, Parent has delivered to the Company the Equity Commitment Letter, pursuant to which the Equity Commitment Parties have committed, subject to the terms and conditions contained therein, severally, but not jointly, to purchase, or cause a permitted assignee or assignees to purchase, in cash, at or prior to the Initial Closing, $2.5 billion in the aggregate of equity securities of Parent and certain of the other Parent Entities (the “Equity Financing”).

The obligation of each Equity Commitment Party to provide the Equity Financing is subject to a number of conditions, including (i) the satisfaction or waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Initial Closing set forth in the Merger Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Initial Closing, but subject to the prior or substantially concurrent satisfaction of such conditions), (ii) the Financing contemplated in connection with the Initial Closing having been funded or being funded substantially concurrently with the Initial Closing assuming the funding of the applicable portion of such Equity Commitment Party’s commitment under the Equity Commitment Letter and (iii) the substantially simultaneous consummation of the Initial Closing.

The obligation of each Equity Commitment Party to fund the Equity Financing, or cause the Equity Financing to be funded, will automatically and immediately terminate upon the earliest to occur of (i) the consummation of the Merger Closing and the funding of the amounts committed by the Equity Commitment Parties under the Equity Commitment Letter, (ii) the valid termination of the Merger Agreement in accordance with its terms and (iii) the Company or its affiliates, or any of certain representatives authorized to act on behalf of the Company or its affiliates, (A) accepting any portion of the Reverse Termination Fee or accepting any

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payment from a guarantor in respect of such guarantor’s obligations under the Limited Guaranty, (B) asserting a claim against any Equity Commitment Party or any guarantor (or certain representatives of any guarantor) under the Equity Commitment Letter, the Limited Guaranty or the Merger Agreement, other than certain permitted claims or (C) asserting a claim that (x) any Equity Commitment Party’s liability in respect of the Equity Commitment Letter, the Merger Agreement, the Transactions contemplated thereby or any related matter is not limited to the commitments and cap specified in the Equity Commitment Letter or that the limitation of such liability to the amount of such commitments or cap is illegal, invalid or unenforceable, or (y) the liability of any of the guarantors in respect of the Limited Guaranty is not limited in accordance with the limitations set forth therein, or that any of such limitations is illegal, invalid or unenforceable.

The Company is an express third-party beneficiary of certain provisions of the Equity Commitment Letter, including, among others, provisions (i) limiting the ability of the Equity Commitment Parties to allocate their commitments to other affiliated entities where such allocation would reasonably be expected to prevent, impair or delay the consummation of the Transactions, (ii) obligating the Equity Commitment Parties to (A) cause the Parent Entities (other than Parent and Merger Sub) to be formed and to enter into joinders to the Merger Agreement and (B) cooperate in the preparation and filing of regulatory filings required under the Merger Agreement and (iii) entitling the Company to enforce the specific performance of the Parent Entities’ obligation to cause each Equity Commitment Party to fund its commitments under the Equity Commitment Letter. The Equity Commitment Letter may not be amended or otherwise modified without the prior written consent of Parent, the Company and each Equity Commitment Party.

Debt and Preferred Equity Financing

The Parent Entities have obtained debt financing commitments pursuant to (i) the USR ABL Commitment Letter in an aggregate principal amount of up to $5,000 million compromised of a senior secured asset-based revolving credit facility with maturity five (5) years after the date of the Merger Closing (the “USR ABL Facility”), (ii) the USR FILO Commitment Letter in an aggregate initial principal amount of up to $2,500 million comprised of a first-in-last-out term loan facility with maturity five (5) years after the date of the Merger Closing (the “FILO Facility”), (iii) the USR Factoring Commitment Letter in an aggregate purchase limit not to exceed $1,000 million comprised of a receivables purchase facility terminable, from and after the date that is ninety (90) days after the date of the Merger Closing, upon thirty (30) days’ prior written notice by either party thereto (the “Factoring Facility”), (iv) the International Commitment Letter in an aggregate principal amount of up to $5,100 million, comprised of (A) a senior secured term loan facility in an aggregate principal amount equal to $2,250 million with maturity seven (7) years after the date of the Merger Closing (the “International Term Loan Facility”), (B) a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $850 million with maturity five (5) years after the date of the Merger Closing (the “International ABL Facility”) and (C) a senior secured bridge facility in an aggregate principal amount of up to $2,000 million with initial maturity one (1) year after the date of the Merger Closing (or in lieu thereof, senior secured notes with an anticipated maturity seven (7) years after the date of the Merger Closing issued in a Rule 144A or other private placement yielding up to $2,000 million in gross cash proceeds) (the “Secured Bridge/Notes”), (v) the Shields Commitment Letter in an aggregate principal amount of up to $2,600 million, comprised of (A) a senior secured term loan facility in an aggregate principal amount equal to $2,500 million with maturity five (5) years after the date of the Merger Closing (the “Shields Term Loan”) and (B) a senior secured cash-flow revolving credit facility in an aggregate principal amount up to $100 million with maturity five (5) years after the date of the Merger Closing (the “Shields Revolving Facility”), (vi) the Shields Bridge Commitment Letter in an aggregate principal amount of up to $2,000 million with maturity 180 days after the date of the Merger Closing (or, in lieu thereof, preferred equity or other financing yielding at least $2,000 million in cash proceeds) (the “Shields Subordinated Financing”) and (vii) the Real Estate Financing Commitment Letter in an aggregate principal amount up to $577 million comprised of a loan secured by certain real property with maturity 364 days after the date of the Merger Closing (the “Propco Facility”). In addition, the Parent Entities have obtained preferred equity financing commitments from the Preferred Equity Financing Commitment Party pursuant to the Preferred Equity Commitment Letter in an aggregate amount equal to $1,250 million (the “International Preferred

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Equity”). Each of the International Preferred Equity and the Shields Subordinated Financing would be non-voting and would not include any rights to appoint members of any board of directors or other governing body. The proceeds of the FILO Facility, Factoring Facility, the International Term Loan Facility, the Secured Bridge/Notes, the Shields Term Loan, the Shields Subordinated Financing, the Propco Facility and the International Preferred Equity, together with any proceeds under the USR ABL Facility, the International ABL Facility and the Shields Revolving Facility, in each case, if drawn in connection with the Merger Closing, will be used to consummate the Merger and the other transactions contemplated by the Merger Agreement. The Debt Commitment Parties and the Preferred Equity Commitment Party have committed to provide the Parent Entities, severally, but not jointly, with the Debt Financing and the Preferred Equity Financing in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

The obtaining of the Debt Financing and/or Preferred Equity Financing is not a condition to the Merger Closing. However, the Company has agreed to use its reasonable best efforts, and to cause its subsidiaries to use their reasonable best efforts, to provide to the Parent Entities, on a timely basis, reasonable cooperation that is reasonably requested or customary in arranging, syndicating and consummating the Debt Financing and/or Preferred Equity Financing, in each case subject to the terms set forth in the Merger Agreement. All existing third party debt for borrowed money of the Company and its subsidiaries under (i) the Three-Year Revolving Credit Agreement, dated as of August 9, 2023, by and among inter alios, the Company, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent, (ii) the Delayed Draw Term Loan Credit Agreement, dated as of August 9, 2023, by and among inter alios, the Company, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent, (iii) the Delayed Draw Term Loan Credit Agreement, dated as of December 19, 2022, by and among inter alios, the Company, the lenders party thereto from time to time and Toronto Dominion (Texas) LLC, as administrative agent and (iv) the Five-Year Revolving Credit Agreement, dated as of June 17, 2022, by and among inter alios, the Company, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent, in each case, as the foregoing may be amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Merger Closing, will be repaid and all commitments thereunder will be terminated and any liens and guarantees thereunder will be released or terminated at or promptly following the Merger Closing (the “Credit Agreement Refinancing”). In addition, the Notes (as defined in the section of this proxy statement entitled “The Merger Agreement—Treatment of Certain Notes”) may be subject to the treatment described in the section of this proxy statement entitled “The Merger Agreement—Treatment of Certain Notes” or subject to an alternative transaction with respect to the Notes by which the Notes will be repurchased, redeemed, defeased or satisfied and discharged (the “Notes Refinancing”, the Notes Refinancing, together with the Credit Agreement Refinancing, the “Closing Date Refinancing”).

The obligations of the Debt Commitment Parties to provide the Debt Financing under the applicable Debt Commitment Letters and the Preferred Equity Commitment Party to provide the Preferred Equity Financing under the Preferred Equity Commitment Letter are, in each case, subject to certain customary conditions, including the following:

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