QUOT Quotient Technology Inc

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:

QUOTIENT TECHNOLOGY INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

Quotient Technology Inc.

1260 East Stringham Avenue, Sixth Floor

Salt Lake City, Utah 84106

(650) 605-4600

July 31, 2023

Dear Quotient Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Quotient Technology Inc., a Delaware corporation (which we refer to as “Quotient,” the “Company,” “we,” “us,” and “our”), to be held virtually via live webcast on September 1, 2023, beginning at 9:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). Quotient stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/QUOT2023SM, which we refer to as the “Special Meeting website.” To attend the Special Meeting, you will need your 16-digit control number as provided in your proxy materials. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of June 20, 2023 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Quotient, CB Neptune Holdings, LLC, a Delaware limited liability company (which we refer to as “Parent”) and NRS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (such proposal, which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Quotient’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting from time to time, if necessary or appropriate as determined in good faith by the Board of Directors of Quotient, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Parent and Merger Sub are affiliates of Charlesbank Capital Partners LLC. Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Quotient (which we refer to as the “Merger”), with Quotient continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $0.00001 per share, of Quotient (which we refer to as “Quotient common stock”) issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $4.00 in cash, without interest (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, less any applicable withholding taxes, for each share of Quotient common stock that you own immediately prior to the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The Board of Directors of Quotient, after considering the factors more fully described in the enclosed proxy statement, has: (a) determined that it is in the best interests of Quotient and its stockholders and declared it advisable, for Quotient to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (b) approved the Merger Agreement and the execution and delivery thereof by Quotient, the performance by Quotient of its covenants and other obligations under the Merger

Agreement and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; (c) recommended that Quotient stockholders adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Quotient stockholders at the Special Meeting. The Board of Directors of Quotient recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

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

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

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

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

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

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders Call Toll-Free: (800) 967-5051

Brokers and Banks Call Collect: (212) 269-5550

Email: QUOT@dfking.com

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

Sincerely,
		Robert McDonald Chairman of the Board of Directors Quotient Technology Inc.

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

The accompanying proxy statement is dated July 31, 2023, and, together with the enclosed form of proxy card, is first being mailed to Quotient stockholders on or about July 31, 2023.

Quotient Technology Inc.

1260 East Stringham Avenue, Sixth Floor

Salt Lake City, Utah 84106

(650) 605-4600

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 1, 2023

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Quotient Technology Inc., a Delaware corporation (which we refer to as “Quotient,” the “Company,” “we,” “us,” and “our”), will be held virtually via live webcast on September 1, 2023, beginning at 9:00 am Mountain Time (unless the Special Meeting is adjourned or postponed). Quotient stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/QUOT2023SM, which we refer to as the “Special Meeting website,” and using the control number provided with these proxy materials. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only Quotient stockholders of record as of the close of business on July 28, 2023, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

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

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

YOUR VOTE IS IMPORTANT

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

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

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

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders Call Toll-Free: (800) 967-5051

Brokers and Banks Call Collect: (212) 269-5550

Email: QUOT@dfking.com

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QUESTIONS AND ANSWERS

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

Q: Why am I receiving these materials?

A: The Board of Directors is furnishing this proxy statement and form of proxy card to Quotient stockholders in connection with the solicitation of proxies to be voted at the Special Meeting.

Q: When and where is the Special Meeting?

A: The Special Meeting is scheduled to be held virtually via live webcast on September 1, 2023, at 9:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). There will not be a physical meeting location. We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location and enables us to protect the health and safety of all attendees.

Quotient stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/QUOT2023SM, which we refer to as the “Special Meeting website.” On the day of the Special Meeting, you can log in to the Special Meeting with the control number included on your proxy card or voting instruction form, as applicable. We recommend that you log in to our virtual meeting platform at least 15 minutes before the scheduled start time of the Special Meeting to ensure that you can access the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting platform on the meeting date. If you encounter any technical difficulties with the virtual meeting during the log in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page. Rules governing the conduct of the Special Meeting will be posted on the virtual meeting platform along with an agenda.

Q: What am I being asked to vote on at the Special Meeting?

A: You are being asked to vote on the following proposals:

Q: Who is entitled to vote at the Special Meeting?

A: Quotient stockholders as of the Record Date of July 28, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of shares of Quotient common stock shall be entitled to cast one vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date.

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Q: How does the Merger Consideration compare to the market price of Quotient common stock prior to the announcement of the Merger Agreement?

A: The Merger Consideration of $4.00 per share (without cash, subject to any required tax withholding) represents a premium of approximately 19% to the closing price of Quotient common stock as of June 16, 2023, the last trading day prior to the public announcement of the Merger Agreement, a premium of approximately 36% to the volume weighted average price of Quotient common stock over the 30 days prior to the announcement of the Merger Agreement, a premium of approximately 34% to the volume weighted average price of Quotient common stock over the 60 days prior to the announcement of the Merger Agreement, and a premium of approximately 39% to the to the volume weighted average price of Quotient common stock over the 52 weeks prior to the announcement of the Merger Agreement. You are encouraged to obtain current market prices of Quotient common stock in connection with voting your shares of Quotient common stock.

Q: May I attend and vote at the Special Meeting?

A: All Quotient stockholders as of the Record Date may attend and vote at the Special Meeting. To attend and vote your shares at the Special Meeting, visit www.virtualshareholdermeeting.com/QUOT2023SM and enter your 16-digit control number as provided in your proxy materials.

Shares held directly in your name as a Quotient stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website only if you obtain a “legal proxy” from your bank, broker or other nominee.

Even if you plan to attend the virtual Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”) so that your vote will be counted if you later decide not to or become unable to virtually attend the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy previously submitted.

Q: What will I receive if the Merger is completed?

A: Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $4.00 in cash, without interest, subject to any required tax withholding, for each share of Quotient common stock that you own (other than any Unconverted Shares) immediately prior to the Effective Time, unless you have properly and validly exercised (and do not withdraw) your appraisal rights in accordance with, and complied with, Section 262 of the DGCL. For example, if you own 100 shares of Quotient common stock, you will receive $400 in cash in exchange for your shares of Quotient common stock (other than any Unconverted Shares), without interest and less any applicable withholding taxes. Unconverted Shares means (a) certain shares of Quotient common stock held in the treasury of Quotient or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned subsidiaries of Quotient (in each case, other than any such shares of Quotient common stock held in a fiduciary, representative or other capacity on behalf of third parties), in each case immediately prior to the Effective Time and (b) shares of Quotient common stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders who have not voted in favor of the adoption of the Merger Agreement and who have properly and validly exercised (and not withdrawn) appraisal rights in accordance with, and who have complied with, Section 262 of the DGCL.

If you are the holder of any Company Option outstanding immediately prior to the Effective Time, whether vested or unvested, your Company Options will be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Quotient common stock subject to such Company Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Per Share Price over the exercise price

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per share of such Company Option (which we refer to as the “Option Consideration”). Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled without any action on the part of the holder of such Company Option and without any cash payment being made in respect thereof.

If you are the holder of any Company RSU outstanding as of immediately prior to the Effective Time, your Company RSUs will be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company RSU as of immediately prior to the Effective Time (which we refer to as the “RSU Consideration”).

If you are the holder of any Company PSU outstanding as of immediately prior to the Effective Time, your Company PSUs will be cancelled and converted into and will become the right to receive an amount in cash (with any performance-vesting conditions deemed achieved as of immediately prior to the Effective Time at 100% of the target level of performance (which is equal to 100% of the Company PSUs underlying each Company PSU award granted in 2022)), without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company PSU as of immediately prior to the Effective Time (which we refer to as the “PSU Consideration”). The payment of the Equity Award Consideration will be made no later than 10 business days following the Closing Date.

Q: What are the material U.S. federal income tax consequences of the Merger?

A: The exchange of Quotient common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder who exchanges shares of Quotient common stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Quotient common stock surrendered pursuant to the Merger by such U.S. Holder.

This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the Merger. This description does not address any non-income tax consequences, nor does it address state, local, non-U.S. or other tax consequences or the consequences to holders who are subject to special treatment under U.S. federal tax law. Consequently, you should consult your tax advisor to determine the particular tax consequences to you of the Merger.

Q: What vote is required to approve the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal?

A: The affirmative vote of the holders of a majority of the outstanding shares of Quotient common stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of the shares of Quotient common stock representing a majority of the voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve the Compensation Proposal. The affirmative vote of the holders of the shares of Quotient common stock representing a majority of the voting power present in person or represented by proxy at the Special Meeting and entitled to vote is required for approval of the Adjournment Proposal.

If a quorum is present at the Special Meeting, the failure of any Quotient stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, will have no effect on the Compensation Proposal or the Adjournment Proposal. If you hold your

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shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares (resulting in “broker non-votes”) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and Adjournment Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Q: What constitutes a quorum?

A: The holders of a majority of the shares of our common stock outstanding and entitled to vote present in person or represented by proxy will constitute a quorum at the Special Meeting. Because there were 99,496,606 shares of Quotient common stock outstanding and entitled to vote as of the Record Date, we will need holders of at least 49,748,304 shares present in person or represented by proxy at the Special Meeting to achieve a quorum.

Q: What happens if the Merger is not completed?

A: If the Merger Agreement is not adopted by Quotient stockholders or if the Merger is not completed for any other reason, Quotient stockholders will not receive any payment for their shares of Quotient common stock. Instead, Quotient will remain an independent public company, Quotient common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and Quotient will continue to file periodic and other reports with the SEC.

Under specified circumstances, (a) Quotient will be required to (i) pay Parent a termination fee of $13.59 million, upon the termination of the Merger Agreement, as described in the section of this proxy statement entitled “The Merger Agreement — Termination Fees; Expense Reimbursement” and (ii) reimburse Parent and its affiliates for certain expenses related to the negotiation, execution and performance of the Merger Agreement and the transactions contemplated by the Merger Agreement, up to a maximum amount of $4.563 million, as described in the section of this proxy statement entitled “The Merger Agreement — Termination Fees; Expense Reimbursement” and (b) Parent will be required to pay Quotient a termination fee of $29.445 million, upon the termination of the Merger Agreement, as described in the section of this proxy statement entitled “The Merger Agreement — Termination Fees; Expense Reimbursement.”

Q: Why are Quotient stockholders being asked to cast an advisory (nonbinding) vote to approve the Compensation Proposal?

A: The Exchange Act and applicable SEC rules thereunder require Quotient to seek an advisory (nonbinding) vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.

Q: What will happen if Quotient stockholders do not approve the Compensation Proposal at the Special Meeting?

A: Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Quotient. Therefore, if the approval of the Merger Agreement Proposal is obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to Quotient’s named executive officers in accordance with the terms and conditions of the applicable agreements.

Q: What do I need to do now?

A: You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they

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contain important information about, among other things, the Merger and how it affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”), so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee to vote your shares.

Q: Should I surrender my certificates or book-entry shares now?

A: No. After the Merger is completed, the Paying Agent (as defined in the section of this proxy statement entitled “The Merger Agreement — Exchange and Payment Procedures”) will send each holder of record of an outstanding certificate a letter of transmittal and instructions that explain how to exchange shares of Quotient common stock represented by such holder’s certificates for the Merger Consideration. Also after the Merger is completed, the Paying Agent will send each holder of uncertificated shares represented by book entry the Merger Consideration for each such book-entry share upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request).

Q: What happens if I sell or otherwise transfer my shares of Quotient common stock after the Record Date but before the Special Meeting?

A: The Record Date for the Special Meeting 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 Quotient common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Quotient in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Quotient common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”).

Q: What is the difference between holding shares as a Quotient stockholder of record and holding shares in “street name” as a beneficial owner?

A: If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered to be the “stockholder of record” with respect to those shares. In this case, this proxy statement and your proxy card have been sent directly to you by Quotient.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Quotient common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the Quotient stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website only if you obtain a legal proxy from your bank, broker or other nominee.

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Q: How may I vote?

A: If you are a Quotient stockholder of record (that is, if your shares of Quotient common stock are registered in your name with American Stock Transfer & Trust Company, LLC, our transfer agent), there are four ways to vote:

If your shares of Quotient common stock are held in “street name” by a bank, broker or other nominee, the holder of your shares will provide you with a copy of this proxy statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the Internet or by telephone.

Whether or not you plan to attend the virtual Special Meeting, we urge you to vote in advance by proxy to ensure your vote is counted. We encourage you to submit your proxy over the Internet or by telephone, both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail. You may still attend the Special Meeting and vote thereat if you have already voted by proxy.

Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone.

Q: What is a proxy?

A: A proxy is a Quotient stockholder’s legal designation of another person to vote shares owned by such Quotient stockholder on their behalf. If you are a Quotient stockholder of record, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Q: If a Quotient stockholder gives a proxy, how are the shares voted?

A: Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or

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the proxy card, you may specify whether your shares should be voted for or against or to 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 showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Q: If my broker holds my shares in “street name,” will my broker vote my shares for me?

A: No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against the Merger Agreement Proposal and the Adjournment Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal.

Q: May I change my vote after I have mailed my signed and dated proxy card?

A: Yes. You can change or revoke your proxy before the Special Meeting in the manner described in this proxy statement. If you are the record holder of your shares, you may change or revoke your proxy by any of the following actions:

Any change to your proxy that is provided by telephone or the Internet must be submitted by 11:59 p.m. Eastern Time on August 31, 2023.

If you hold your shares of Quotient common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting via the Special Meeting website.

If you have any questions about how to vote or change your vote, you should contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders Call Toll-Free: (800) 967-5051

Brokers and Banks Call Collect: (212) 269-5550

Email: QUOT@dfking.com

Q: What should I do if I receive more than one set of voting materials?

A: This means you own shares of Quotient common stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a Quotient stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will

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receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q: How many copies of this proxy statement and related voting materials should I receive if I share an address with another Quotient stockholder?

A: The SEC’s proxy rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more Quotient stockholders sharing the same address by delivering a single proxy statement to those Quotient stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for Quotient stockholders and cost savings for companies.

Quotient and some brokers may be householding our proxy materials by delivering a single set of proxy materials to multiple Quotient stockholders who request a copy and share an address, unless contrary instructions have been received from the affected Quotient stockholders. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker if your shares are held in a brokerage account or Quotient if you are a Quotient stockholder of record by making a request at the following email address, physical address, or phone number:

IR@quotient.com

Quotient Technology Inc.

Attention: Investor Relations

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

(650) 605-4600 (option 7)

In addition, Quotient will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement.

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

A: The preliminary voting results for the Special Meeting are expected to be announced at the Special Meeting. Quotient intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the special meeting.

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

A: Quotient has engaged D.F. King & Co., Inc., which we refer to as “D.F. King,” to assist in the solicitation of proxies for the Special Meeting. Quotient estimates that it will pay D.F. King a fee of approximately $25,000, plus reimbursement for certain out-of-pocket fees and expenses. Quotient has agreed to indemnify D.F. King against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Quotient also may reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Quotient common stock. Quotient directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

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

A: We currently expect to complete the Merger in the second half of 2023. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

Q: How can I obtain additional information about Quotient?

A: Quotient will provide copies of this proxy statement, documents incorporated by reference and its 2023 Annual Report to Stockholders, including its  Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (which we refer to as “Annual Report”), without charge to any Quotient stockholder who makes a request in writing to our Secretary at 1260 East Stringham Avenue, Sixth FloorSalt Lake City, Utah 84106. In order for you to receive timely delivery of documents in advance of the Special Meeting, you must make such request by no later than August 25, 2023. Quotient’s Annual Report and other SEC filings may also be accessed at https://sec.gov or on Quotient’s Investor website at http://investor.quotient.com. Quotient’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.

Q: Who can help answer my questions?

A: If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Quotient common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders Call Toll-Free: (800) 967-5051

Brokers and Banks Call Collect: (212) 269-5550

Email: QUOT@dfking.com

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FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Statements concerning general economic conditions, our financial condition, including our anticipated revenues, earnings, cash flows or other aspects of our operations or operating results, and our expectations or beliefs concerning future events, and any statements using words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” or similar expressions, including the negative thereof, are forward-looking statements that involve certain factors, risks and uncertainties that could cause Quotient’s actual results to differ materially from those anticipated. Such factors, risks and uncertainties include:

For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to the Risk Factors section of Quotient’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 16, 2023, as amended in a Form 10-K/A Amendment No. 1 filed with the SEC on April 28, 2023, Quotient’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 9, 2023 and as from time to time updated in Quotient’s Quarterly Reports on Form 10-Q. These documents are available in the “SEC Filings” section of Quotient’s Investor Relations website at https://investors.quotient.com. You are cautioned not to place undue reliance on Quotient’s forward-looking statements, which speak only as of the date of this communication. Except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events, new information or circumstances occurring after the date of this communication.

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THE SPECIAL MEETING

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

Date, Time and Place

The Special Meeting will held virtually via live webcast on September 1, 2023, beginning at 9:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). Quotient stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/QUOT2023SM, which we refer to as the “Special Meeting website.” To attend the Special Meeting, you will need your 16-digit control number as provided in your proxy materials.

Purpose of the Special Meeting

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

Quotient Stockholders of Record

Quotient stockholders of record as of the Record Date may register to participate in the Special Meeting remotely by visiting www.virtualshareholdermeeting.com/QUOT2023SM. Please have your proxy card, or notice, containing your control number available.

Beneficial (Street Name) Stockholders

Quotient stockholders whose shares are held through a bank, broker or other nominee as of the Record Date may register to participate in the Special Meeting remotely by visiting www.virtualshareholdermeeting.com/QUOT2023SM. Please have available your voting instruction form, proxy card or other communication provided by your bank, broker or other nominee that contains your control number.

Record Date; Shares Entitled to Vote; Quorum

Only Quotient stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of Quotient stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 1260 East Stringham Avenue, Sixth Floor, Salt Lake City, Utah 84106, during regular business hours for a period of no less than 10 days before the Special Meeting. If Quotient’s headquarters are closed during such period for health and safety reasons related to the COVID-19 pandemic, the list of Quotient stockholders will be made available for inspection upon request to our Secretary at 1260 East Stringham Avenue, Sixth Floor, Salt Lake City, Utah 84106, subject to the satisfactory verification of Quotient stockholder status. As of the Record Date, there were 99,496,606 shares of Quotient common stock outstanding and entitled to vote at the Special Meeting.

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

Vote Required; Abstentions and Broker Non-Votes

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

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The affirmative vote of the holders of a majority of the outstanding shares of Quotient common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, 49,748,304 votes constitute a majority of the outstanding shares of Quotient common stock. Adoption of the Merger Agreement by Quotient stockholders is a condition to the consummation of the Merger.

The affirmative vote of the holders of the shares of Quotient common stock representing a majority of the voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of the holders of the shares of Quotient common stock representing a majority of the voting power present in person or represented by proxy at the Special Meeting and entitled to vote is required for approval of the Adjournment Proposal.

If a quorum is present at the Special Meeting, the failure of any Quotient stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. An abstention will have the same effect as if the Quotient stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

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

Stock Ownership and Interests of Certain Persons

Shares Held by Quotient’s Directors and Executive Officers

As of the Record Date, our executive officers and directors and the voting agreement stockholders beneficially owned and were entitled to vote, in the aggregate, 1,736,501 and 1,195,018 shares of Quotient common stock, respectively, representing approximately 1.75% and 1.20%, respectively, of the shares of Quotient common stock outstanding on the Record Date.

Subject to certain exceptions, the voting agreement stockholders are contractually obligated to vote in favor of the adoption of the Merger Agreement pursuant to the terms and conditions of certain Voting Agreements entered into as of the date of the Merger Agreement. For more information, see the section of this proxy statement captioned “The Merger—The Voting Agreements.”

Voting at the Special Meeting

You can vote at the virtual Special Meeting, which will be held on September 1, 2023, at 9:00 a.m. Mountain Time at www.virtualshareholdermeeting.com/QUOT2023SM (unless the Special Meeting is adjourned or postponed).

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

To Vote Over the Internet:

Vote at www.proxyvote.com in advance of the Special Meeting. The Internet voting system is available 24 hours per day until 11:59 p.m. Eastern Time on August 31, 2023. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

To Vote by Telephone:

Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours per day in the United States until 11:59 p.m. Eastern Time on August 31, 2023. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

To Vote by Proxy Card:

If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. To ensure your mailed proxy card is voted, we should receive it before 11:59 p.m. Eastern Mountain Time on August 31, 2023.

All shares represented by properly signed and dated proxies will be voted at the Special Meeting in accordance with the instructions of the Quotient stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal. If you indicate on your proxy card that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal on a nonbinding advisory basis, your shares of Quotient common stock will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website only if you obtain a legal proxy from your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat after obtaining a legal proxy, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal and the Adjournment Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal. If you obtain a legal proxy and attend the Special Meeting and abstain from voting on any given proposal, such abstention will have the same effect as voting “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and/or the Adjournment Proposal, as applicable).

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Revocability of Proxies

Any proxy given by a Quotient stockholder may be revoked before the Special Meeting by doing any of the following:

If you hold your shares of Quotient common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote.

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

Board of Directors’ Recommendation

The Board of Directors has: (a) determined that it is in the best interests of Quotient and its stockholders, and declared it advisable, for Quotient to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (b) approved the Merger Agreement and the execution and delivery thereof by Quotient, the performance by Quotient of its covenants and other obligations under the Merger Agreement and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; (c) recommended that Quotient stockholders adopt the Merger Agreement in accordance with the DGCL; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Quotient stockholders at the Special Meeting.

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

Please note that Mr. Gessow does not join the rest of the ten members Board of Directors of Quotient in making this recommendation. See the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Recommendation of the Board of Directors and Reasons for the Merger  — Reasons for Mr. Gessow’s Vote Against the Transaction.”

Solicitation of Proxies

The Board of Directors is soliciting your proxy, and Quotient will bear the cost of soliciting proxies. D.F. King has been retained to assist with the solicitation of proxies. D.F. King will be paid approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Quotient common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by D.F. King or, without additional compensation, by Quotient or Quotient’s directors, officers and employees.

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Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by Quotient stockholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated in the second half of 2023.

Appraisal Rights

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

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

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

Delisting and Deregistration of Quotient Common Stock

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

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Other Matters

Pursuant to the DGCL and Quotient’s bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

Householding of Special Meeting Materials

Quotient has adopted a procedure called “householding.” Under this procedure, Quotient may deliver a single copy of this proxy statement to multiple stockholders who share the same address, unless Quotient has received contrary instructions from one or more stockholders. This procedure reduces the environmental impact of our stockholder meetings and reduces Quotient’s printing and mailing costs. Quotient stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, Quotient will deliver promptly a separate copy of this proxy statement to any Quotient stockholder that elects not to participate in householding.

To receive, free of charge, a separate copy of this proxy statement, or separate copies of any future notice, proxy statement, or annual report, you may write or call Quotient at the following email address, physical address, or phone number:

IR@quotient.com

Quotient Technology Inc.

Attention: Investor Relations

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

(650) 605-4600 (option 7)

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact Quotient at the email address, physical address, or phone number above. Quotient stockholders who hold shares in “street name” may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Quotient common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders Call Toll-Free: (800) 967-5051

Brokers and Banks Call Collect: (212) 269-5550

Email: QUOT@dfking.com

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Quotient Technology Inc.

1260 East Stringham Avenue, Sixth Floor

Salt Lake City, Utah 84106

Quotient is an industry leading digital media and promotions technology company that creates cohesive omnichannel brand-building and sales-driving opportunities to deliver valuable outcomes for advertisers, retailers and consumers. The Quotient platform is powered by exclusive consumer spending data, location intelligence and purchase intent data to reach millions of shoppers daily and deliver measurable, incremental sales. Quotient’s principal executive offices are located at 1260 East Stringham Avenue, Sixth Floor, Salt Lake City, Utah 84106, and its telephone number is (650) 605-4600. Quotient common stock is listed on the New York Stock Exchange (which we refer to as the “NYSE”) under the symbol “QUOT.”

CB Neptune Holdings, LLC

545 Washington Blvd, 8th Floor

Jersey City, New Jersey 07310

Parent is the direct parent of Neptune Retail Solutions, Inc. (which we refer to as “Neptune”). Neptune is a leading omnichannel retail marketing company in the U.S. and Canada that delivers profitable growth for retailers and brands. The Neptune platform includes in-store marketing rights in North America’s largest grocery, dollar and drugstores, including Ahold, Albertson’s, CVS, Family Dollar, Kroger, Loblaws, Publix, Rite-Aid, SEG, and Walgreens, and deterministic first party shopper data, generated from the company’s owned and operated cashback app, Checkout 51, capturing first party shopping data via receipt scans from key retail locations across the US and Canada including Walmart, Target, Costco, and the retailers noted above.

NRS Merger Sub Inc.

c/o Neptune Holdings, LLC

545 Washington Blvd, 8th Floor

Jersey City, New Jersey 07310

Merger Sub is a wholly owned subsidiary of Parent and was incorporated on June 9, 2023, solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby, and has not conducted any business operations other than in connection with or as contemplated by the Merger Agreement. Upon the completion of the Merger, Merger Sub will merge with and into Quotient, with Quotient surviving, and Merger Sub will cease to exist.

Parent and Merger Sub are each affiliated with Charlesbank Capital Partners LLC (which we refer to as “Charlesbank Capital Partners”). Based in Boston and New York, Charlesbank is a middle-market private investment firm with more than $15 billion of capital raised since inception. Charlesbank focuses on management-led buyouts and growth capital financings, and also engages in opportunistic credit and technology investments. The firm seeks to build companies with sustainable competitive advantage and excellent prospects for growth.

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Effect of the Merger

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Quotient, the separate corporate existence of Merger Sub will cease and Quotient will continue its corporate existence under the DGCL as the Surviving Corporation. As a result of the Merger, Quotient will become a wholly owned subsidiary of Parent, and Quotient common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Quotient common stock will be deregistered under the Exchange Act, and Quotient will no longer file periodic or other reports with the SEC. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation, subject to your appraisal rights (see the section of this proxy statement entitled “— Appraisal Rights”). The Effective Time will occur at such time as the certificate of merger with respect to the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be mutually agreed by Quotient and Merger Sub and specified in the certificate of merger in accordance with the DGCL.

Effect on Quotient If the Merger Is Not Completed

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

Merger Consideration

Quotient Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Quotient, Parent, Merger Sub, or the holders of any securities of Quotient or Merger Sub, each share of Quotient common stock that is issued and outstanding as of immediately prior to the Effective Time (other than Unconverted Shares) will be automatically converted into the right to receive cash in an amount equal to $4.00, without interest and subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Quotient common stock that you own (other than any Unconverted Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as a Quotient stockholder (except that Quotient stockholders who properly and validly exercise and do not withdraw their appraisal rights will not be entitled to receive the Per Share Price in respect of each share of Quotient common

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stock that they own and instead will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see the section of this proxy statement entitled “— Appraisal Rights.”

Treatment of Quotient Equity Awards

Quotient Options, RSUs and PSUs

At the Effective Time, each Company Option outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Quotient common stock subject to such Company Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Per Share Price over the exercise price per share of such Company Option. Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled without any action on the part of the holder of such Company Option and without any cash payment being made in respect thereof.

At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash (with any performance-vesting conditions deemed achieved as of immediately prior to the Effective Time at 100% of the target level of performance (which is equal to 100% of the Company PSUs underlying each Company PSU award granted in 2022)), without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company PSU as of immediately prior to the Effective Time.

Employee Stock Purchase Plan

Except for the offering period in effect under the Amended and Restated 2013 Employee Stock Purchase Plan (which we refer to as the “ESPP”) as of June 20, 2023, no new offering periods will be authorized or will commence pursuant to the ESPP after June 20, 2023. Following June 20, 2023, no new participants will commence participation in the ESPP. With respect to any contributions accumulated under the ESPP pursuant to an offering period in effect as of June 20, 2023, participants’ rights to purchase Quotient common stock will be exercised no later than 3 business days prior to the date on which the Effective Time occurs (such purchase date, the “Final Exercise Date”). Following June 20, 2023, ESPP participants may not increase their payroll deduction election or contributions to the ESPP or make separate non-payroll contributions to the ESPP, except as may be required by applicable law. The ESPP will terminate immediately prior to the Effective Time, but subsequent to the exercise of purchase rights on the Final Exercise Date. Shares purchased under the ESPP on the Final Exercise Date will be eligible to receive the Merger Consideration provided to holders of Quotient common stock. At the Effective Time, any funds credited under the ESPP that are not used to purchase shares on the Final Exercise Date within the accumulated payroll withholding account for each ESPP participant will be refunded to the applicable participant in accordance with the terms of the ESPP.

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Background of the Merger

As part of Quotient’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and Quotient’s management periodically review, consider and assess Quotient’s operations and financial performance, as well as overall industry conditions, and how they may affect those strategic goals and plans. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, including a sale of Quotient, as compared to the benefits and risks of continued operation as a standalone company, and have sometimes included outside financial and legal advisors.

On March 1, 2022, Engaged Capital, LLC and certain of its affiliates (which we collectively refer to as “Engaged Capital”) submitted to Quotient a notice of its nomination of 2 nominees for election to the Board of Directors at Quotient’s 2022 annual meeting (which we refer to as the “2022 Annual Meeting”). On April 13, 2022, Engaged Capital filed a preliminary proxy statement with respect to its solicitation of proxies in connection with the 2022 Annual Meeting, and on April 29, 2022, Quotient filed a preliminary proxy statement with respect to the 2022 Annual Meeting. On May 16, 2022, Quotient and Engaged Capital entered into a Cooperation Agreement (which we refer to as the “2022 Cooperation Agreement”) pursuant to which, among other things:

From May 11, 2022 through July 1, 2022, the Committee (which, at the time, included David Oppenheimer, Alison Hawkins and Andrew Jody Gessow) conducted a multi-round process to hire a financial advisor to assist the Committee in a review of Quotient’s business and strategic plan and alternatives and opportunities to enhance stockholder value (which we refer to as the “Business and Strategy Review”). During this process, the Committee met with 5 investment banks, which included meetings with representatives of Houlihan Lokey on May 12, 2022, June 16, 2022 and June 27, 2022.

The Committee selected 2 finalists on May 13, 2022, which included Houlihan Lokey. Shortly after, Messrs. O’Grady and Reece were appointed to the Committee concurrently with their appointment to the Board of Directors, and Mr. Oppenheimer stepped down from the Committee. After the Committee’s meeting with the other finalist in this process on July 1, 2022, it determined that Quotient and the Committee should retain Houlihan Lokey as Quotient’s financial advisor. The Committee made this determination based on Houlihan Lokey’s expertise and reputation. Quotient, the Committee and Houlihan Lokey executed an engagement letter on August 5, 2022 pursuant to which (a) Quotient engaged Houlihan Lokey as its exclusive financial advisor in connection with any proposals for the recapitalization or amendment of Quotient’s 1.75% Convertible Senior Notes Due 2022 (which we refer to as the “2022 Notes”) and (b) the Committee engaged Houlihan Lokey to provide financial advisory services in connection with the Business and Strategy Review.

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Effective May 20, 2022, Mr. Boal resigned as Chief Executive Officer of Quotient, and Matthew Krepsik, Quotient’s then Chief Technology Officer and a member of the Board of Directors, was appointed as his successor.

On August 26, 2022, representatives of Houlihan Lokey notified Quotient that another digital media and promotions technology company (which we refer to as “Strategic A”), which had separately engaged Houlihan Lokey as its financial advisor, had communicated to representatives of Houlihan Lokey of its desire to gauge Quotient’s interest in a business combination with Strategic A. Strategic A was represented by a different Houlihan Lokey team than the team representing Quotient.

In connection with the refinancing, Houlihan Lokey began its formal outreach to lenders on August 29, 2022. Between September 21, 2022 and October 3, 2022, Houlihan Lokey received non-binding indications of interest from 9 parties. On October 11, 2022, the Debt Committee of Board of Directors (which we refer to as the “Debt Committee”), approved proceeding with PNC Bank, National Association (“PNC”), with respect to an ABL credit facility, and Blue Torch Capital LP (“BT”), with respect to a first lien term loan. On October 12, 2022, Quotient executed nonbinding term sheets with PNC and BT with respect to the refinancing. On November 2, 2022, the Debt Committee approved for execution (a) a binding commitment letter with PNC in respect of PNC’s commitment to provide Quotient with a senior secured asset-based revolving credit facility in an initial aggregate principal amount of $50 million and (b) a binding commitment letter with BT in respect of BT’s commitment to provide Quotient with a senior secured term loan facility in an aggregate principal amount up to $55 million, the aggregate proceeds of which facilities were to be used by Quotient to repay the principal, accrued and unpaid interest, fees, premiums, if any, and other amounts under the 2022 Notes, pay associates fees and expenses and for Quotient’s ongoing working capital needs and other general corporate purposes. On November 30, 2022, Quotient entered into the Credit Agreements with respect to the above-referenced financing facilities. The proceeds of the Credit Agreements were used to help repay the principal, accrued and unpaid interest, fees, premiums, if any, and other amounts under the 2022 Notes (which became due and were fully repaid on December 1, 2022) and to pay related fees and expenses.

On August 30, 2022, the Board of Directors held a telephonic special meeting that was attended by members of Quotient’s senior management. In the meeting, Mr. Krepsik discussed Strategic A’s expression of preliminary interest in pursuing a business combination with Quotient.

Quotient and Strategic A entered into a mutual non-disclosure agreement effective as of August 31, 2022. On September 9, 2022, Quotient and Houlihan Lokey entered into an agreement pursuant to which Quotient provided Houlihan Lokey authorization to share Quotient’s information with Strategic A, subject to the mutual non-disclosure agreement between Quotient and Strategic A.

Representatives of Houlihan Lokey, Quotient’s senior management and Strategic A’s senior management met by videoconference on September 13, 2022. In this meeting, Strategic A’s management described the current status of Strategic A’s business and presented their marketing presentation and financial model. Strategic A’s management also discussed the opportunity to create a strategic combination between Quotient and Strategic A.

On September 15, 2022, representatives of Houlihan Lokey met with the Committee by telephone. In this meeting, a representative of Houlihan Lokey provided an update on Houlihan Lokey’s review of alternatives with respect to the upcoming maturity of the Notes, Quotient’s business and strategic plan and potential opportunities for Quotient to enhance stockholder value.

On September 15, 2022, Mr. Krepsik, Yuneeb Khan, the Chief Financial Officer and Chief Operating Officer of Quotient, and Scott Raskin, Quotient’s then President, met with Mr. Gessow, in person to discuss the current status of Quotient’s business and the go-to-market scale that Quotient had lost, particularly with the loss of the relationship with Albertsons Companies, Inc. and the in-housing of retail media. Mr. Krepsik also shared

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background information on Strategic A and described the potential opportunity to increase the scale of Quotient’s business, increase the size of Quotient’s and Strategic A’s data set and create stockholder value through the companies’ combined synergies.

On September 16, 2022, Mr. Krepsik made separate telephone calls to Mr. McDonald, Mr. Reece and Mr. Gessow to further discuss the opportunity to engage in a strategic transaction with Strategic A.

On September 21, 2022, members of Quotient’s finance team, representatives of Houlihan Lokey and representatives of Strategic A met by videoconference to further discuss Strategic A’s financial model.

On September 22, 2022, Mr. Krepsik met with Robert McDonald, the chairman of the Board of Directors, by telephone to discuss, among other things, Quotient’s long-term strategy and the go-to-market scale that Quotient had lost, particularly with the loss of the relationship with Albertsons Companies, Inc. and the in-housing of retail media. Mr. Krepsik then shared background information on Strategic A; described the rationale for Quotient’s interest in the potential acquisition of Strategic A; and discussed the possibilities that the transaction presented for Quotient to increase the scale of its business and data set and achieve synergies from the combination of the businesses.

On September 28, 2022, representatives of Charlesbank, the controlling stockholder of Neptune, sent an email to a representative of Houlihan Lokey on an unsolicited basis expressing interest in the possibility of its portfolio company, Neptune, engaging in a strategic transaction with Quotient. Houlihan Lokey informed the representatives of Charlesbank that they would share this information with Quotient and help schedule an introductory meeting if Quotient expressed interest in learning more about the opportunity. The representative of Houlihan Lokey promptly informed Mr. Krepsik of this conversation. In response, Mr. Krepsik requested Houlihan Lokey to help coordinate a meeting between Mr. Krepsik and the Charlesbank representatives.

On September 28, 2022, Mr. Krepsik met with Mr. O’Grady in person to discuss the current challenges experienced by Quotient’s business, the go-to-market scale that Quotient had lost and the potential value that could be achieved for Quotient’s shareholders through Quotient’s acquisition of Strategic A. Mr. Krepsik made separate calls to additional members of the Board of Directors to communicate the same information that he shared with Mr. O’Grady on September 28, 2022, October 3, 2022 and October 10, 2022.

On October 14, 2022, Quotient’s senior management and representatives of Houlihan Lokey met by videoconference to discuss the potential acquisition of Strategic A. In this meeting, the meeting participants discussed the opportunity that Strategic A presented for a strategic combination and the possible ways of structuring the acquisition of Strategic A.

On October 19, 2022, Quotient and Charlesbank entered into a mutual non-disclosure agreement that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction. Shortly after, on October 19, 2022, Mr. Krepsik, Bill Redmond, the Chief Executive Officer of Neptune, and certain representatives of Charlesbank met in person to discuss Quotient’s and Neptune’s businesses and potential areas where Quotient’s digital promotion business could partner with Neptune’s in-store business. In the meeting, Charlesbank expressed greater interest in a strategic combination of Neptune and Quotient. Mr. Krepsik and Mr. Redmond met in person again later that day to discuss Neptune’s interest in combining the businesses. The representatives of Charlesbank and Neptune did not provide an indication of the terms of any such transaction.

On October 20, 2022, Quotient’s senior management met with the Committee by videoconference. Representatives of Houlihan Lokey were also present at the meeting. At the meeting, Quotient’s senior management discussed the current status of Quotient’s business and the rationale for Quotient’s interest in the potential acquisition of Strategic A and the opportunity that it presented for Quotient to increase the scale of its

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business, increase the size of its data set and deliver synergies from the combination of the businesses. In addition, Quotient’s management discussed the recent meeting with representatives of Neptune and Charlesbank with respect to a potential strategic transaction.

On October 25, 2022, the Board of Directors held a regularly scheduled meeting in person that was attended by members of Quotient’s senior management and a representative of Sidley Austin LLP (which we refer to as “Sidley Austin”), Quotient’s general external legal counsel. Mr. Krepsik provided the Board of Directors an update on Quotient’s business strategy and described potential paths for Quotient, which included strategic transaction opportunities. Mr. Krepsik also described the growth and expansion opportunities presented by the potential acquisition of Strategic A and the early stage inbound interest received from Neptune and Charlesbank. In addition, Mr. Khan provided the Board of Directors an update on the debt financing process to repay the 2022 Notes.

On October 28, 2022, Mr. Krepsik met with representatives of a portfolio company of a financial sponsor (which we collectively refer to as “Sponsor A”) in person to discuss potential commercial partnership opportunities between Quotient and Sponsor A with respect to Quotient’s promotional network and Sponsor A’s product offerings. In this meeting, a representative of Sponsor A expressed interest in having the companies have additional conversations regarding a potential strategic combination between Quotient and Sponsor A.

On November 3, 2022, Mr. Krepsik and Mr. Khan met with the Committee by videoconference to provide updates on the potential acquisition of Strategic A and the inbound expressions of interest from Neptune and Charlesbank and Sponsor A to engage in a strategic transaction. In this meeting, Mr. Krepsik and Mr. Khan also discussed Quotient’s valuation potential as a standalone company; the potential for value creation through Quotient’s unique position in the digital media and promotions industry; and the potential to maximize Quotient stockholder value through a strategic business combination. A variety of potential investors and/or partners, including strategics, financial sponsors and portfolio companies of financial sponsors were identified to the Committee (which we refer to as the “Identified Potential Partners”), and the Committee encouraged management to reach out to such parties to learn more about potential partnership and investment transactions.

On November 15, 2022, Mr. Krepsik, Mr. Khan, representatives of Houlihan Lokey, representatives of Charlesbank and representatives of Neptune met by videoconference to further discuss Neptune and Charlesbank’s interests in a strategic transaction with Quotient.

On November 18, 2022, Mr. Krepsik met by telephone with a representative of a strategic party (which we refer to as “Strategic C”) as part of Quotient’s outreach to Identified Potential Partners.

On November 23, 2022, the representative of Sponsor A, who met with the Quotient employee on October 28, 2022, placed a telephone call to Mr. Krepsik to express Sponsor A’s interest in a strategic combination with Quotient. On the telephone call, the representative of Sponsor A asked Mr. Krepsik to meet with the portfolio company CEO of Sponsor A to further discuss Sponsor A’s interests in the potential transaction.

On November 23, 2022, Mr. Krepsik met in person with a representative of a financial sponsor (which we refer to as “Sponsor B”) as part of Quotient’s outreach to Identified Potential Partners.

On November 28, 2022, a representative of Houlihan Lokey met with a representative of Sponsor A by telephone to discuss Sponsor A’s interest in a potential strategic transaction with Quotient.

Between November 29, 2022 and December 5, 2022, Quotient’s senior management, representatives of Houlihan Lokey and representatives of Charlesbank held three videoconference meetings to discuss the structure of a potential transaction between Quotient and Neptune; cost saving and synergy opportunities presented by the potential transaction; certain financial projections prepared by Quotient’s management during the refinancing process (see discussion of the Lender Model in the section of this proxy statement entitled “— Certain Financial Projections”); and Quotient’s technology infrastructure.

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On December 7, 2022, at the direction of Quotient management, a representative of Houlihan Lokey held a telephonic meeting with representatives of Sponsor A to discuss Quotient’s business and a potential opportunity for a strategic transaction. Later that day, Mr. Krepsik and Mr. Khan met with representatives of Sponsor A by videoconference to discuss Sponsor A’s and Quotient’s businesses; the potential areas where Quotient’s business could partner with Sponsor A’s business; and Sponsor A’s interest in a strategic transaction with Quotient.

On December 12, 2022, a representative of Charlesbank placed a telephone call to a representative of Houlihan Lokey and communicated an expression of preliminary interest in pursuing further discussions to combine Quotient with Neptune.

On December 12, 2022, Mr. Khan and representatives of Houlihan Lokey met by videoconference to discuss, among other things, Houlihan Lokey’s preliminary analysis of the financial impact on Quotient resulting from its potential acquisition of Strategic A and the potential synergies that could be achieved as a result of Quotient’s potential acquisition of Strategic A.

Later on December 12, 2022, Quotient’s senior management met with the Committee to provide an update on the potential acquisition of Strategic A; Quotient’s retailer relationships; management’s discussions with third parties (including Strategic C) regarding strategic partnerships and with Sponsor B as part of Quotient’s outreach to Identified Potential Parties; the inbound expressions of interest received from Sponsor A and Neptune to engage in a strategic transaction. In the meeting, the Committee and Mr. Krepsik also agreed to present information about the potential acquisition of Strategic A, the inbound expressions of interest received by Quotient from Sponsor A and the discussions regarding outreach to Identified Potential Partners to the Board of Directors. In particular, members of the Committee intended to highlight for the Board of Directors their concerns regarding the potential acquisition of Strategic A, including Strategic A’s excessive leverage, historical financial performance and unattractive financial prospects. Members of the Committee also reached a consensus to suggest to the Board of Directors that any further outreach to Identified Potential Partners and/or broader market check or similar process be overseen by the Board of Directors rather than the Committee.

On December 15, 2022, the Board of Directors held a telephonic regularly scheduled meeting, which was attended by members of Quotient’s senior management and a representative of Houlihan Lokey. Mr. Krepsik provided the Board of Directors an update on the potential acquisition of Strategic A, including the Committee’s concerns with respect thereto, management’s discussions with third parties (including Strategic C) regarding strategic partnerships and with Sponsor B as part of Quotient’s outreach to Identified Potential Parties and the inbound expressions of interest from Sponsor A and Neptune to engage in a strategic transaction. Mr. Krepsik then led a discussion regarding industry dynamics, market conditions and potential responses to these expressions of interest, as well as the Company’s standalone growth strategy. A representative of Houlihan Lokey also provided Houlihan Lokey’s perspective on the industry, market conditions and Quotient’s business. The representative of Houlihan Lokey also discussed Quotient potentially conducting a market check to assess interest among interested strategic parties and financial sponsors within the digital marketing, advertising technology and software space with respect to a transaction with Quotient. A discussion of various strategic alternatives for Quotient ensued, including members of the Committee providing input on alternatives it had considered, such as potential strategic partnerships with industry players, financial sponsor-led take-private transactions, merger of equals transaction and continuing Quotient’s long-term standalone plan. After this discussion, the Board of Directors expressed its opposition to a potential acquisition of Strategic A and determined to conduct a confidential market check and directed Quotient’s senior management to work with Houlihan Lokey in conducting such a market check. Mr. Oppenheimer abstained, and Mr. Gessow voted against this course of action, based on his stated view that the timing was poor for such a process, based on general market conditions and specific factors related to Quotient. Such factors included Quotient having a relatively new management team that was beginning to implement a new long-term strategic plan in the aftermath of what Mr. Gessow perceived to be value destruction resulting from the proxy fight with Engaged Capital. Mr. Krepsik noted in the meeting that Quotient’s management would continue to keep the entire Board of Directors informed about any further outreach to the Identified Potential Parties and the market check process by providing such updates at the Board of Director’s regularly scheduled quarterly and monthly meetings.

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On December 22, 2022 and December 23, 2022, members of Quotient’s senior management and representatives of Houlihan Lokey met by videoconference to discuss their approach to and overall strategy for the market check. In the meeting, they reviewed a list of potential parties (in addition to the Identified Potential Parties) to contact and discussed the approach that Quotient and Houlihan Lokey would take in the outreach. Houlihan Lokey and Mr. Krepsik worked together to develop a list of 19 parties to contact, which included parties they viewed as being a strategic fit with Quotient, as well as the parties who previously contacted Houlihan Lokey and Mr. Krepsik to convey their interest in a potential transaction with Quotient. In the meeting, Quotient’s senior management and representatives of Houlihan Lokey also discussed Quotient’s strategy with respect to Quotient’s further engagement with Strategic A and Sponsors A and B.

Mr. O’Grady resigned from the Board of Directors effective as of December 31, 2022. Mr. O’Grady’s decision to resign was not the result of any disagreement with Quotient on any matter relating to Quotient’s operations, policies or practices. Pursuant to the terms of the 2022 Cooperation Agreement, Engaged Capital had certain replacement rights with respect to this vacancy on the Board of Directors, and on February 22, 2023, Michael Wargotz was appointed as Mr. O’Grady’s replacement.

On January 10, 2023, Mr. Krepsik and Mr. Khan met a representative of a financial sponsor (which we refer to as “Sponsor C”) at the 24th Annual Needham Growth Conference by videoconference. Mr. Krepsik, Mr. Khan and the representative of Sponsor C discussed Quotient’s business and Sponsor C’s interest in the possibility of engaging in a strategic transaction with Quotient. Shortly after, Mr. Krepsik informed representatives of Houlihan Lokey about this conversation with the representative of Sponsor C.

Representatives of Houlihan Lokey began their formal outreach to parties on January 11, 2023. Between January 11, 2023 and January 19, 2023, at the direction of Quotient management, Houlihan Lokey contacted 13 strategic parties and 6 financial sponsors or financial-sponsor controlled portfolio companies.

On January 18, 2023, Mr. Krepsik met a representative of a strategic party (which we refer to as “Strategic B”) in person to discuss Strategic B’s interest in a potential strategic alternative opportunity with Quotient.

On January 23, 2023, Quotient entered into a separate mutual non-disclosure agreement with Neptune that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction. Shortly after, representatives of Neptune shared a due diligence request list with representatives of Houlihan Lokey that included customary financial, tax and legal requests. Representatives of Quotient management gave a management presentation to Neptune and Charlesbank on January 26, 2023 with representatives of Houlihan Lokey in attendance.

Quotient entered into a mutual non-disclosure agreement with a strategic party (which we refer to as “Strategic D”) on January 24, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

Representatives of Quotient management gave a management presentation to Strategic D on January 25, 2023 with representatives of Houlihan Lokey in attendance.

On January 25, 2023, a representative of Strategic C placed a telephone call to Mr. Krepsik to continue their prior discussion of potential partnership opportunities between Quotient and Strategic C. On the telephone call, the representative of Strategic C also raised its interest in a potential strategic alternative opportunity with Quotient.

Representatives of Quotient management gave a management presentation to a strategic party (which we refer to as “Strategic E”) on January 26, 2023 with representatives of Houlihan Lokey in attendance. Strategic E did not enter into a new non-disclosure agreement with Quotient including a standstill provision, but was subject to a previously agreed mutual non-disclosure agreement in connection with their commercial relationship.

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Quotient entered into a mutual non-disclosure agreement with Sponsor A on January 26, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient or the Board of Directors of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

Representatives of Quotient management gave a management presentation to Sponsor A on January 27, 2023 with representatives of Houlihan Lokey in attendance.

On January 31, 2023, Quotient began uploading due diligence materials to the confidential data room hosted by Intralinks (which we refer to as the “Data Room”). The interested parties, including Neptune and Charlesbank, began receiving access to the Data Room shortly thereafter.

Quotient entered into a mutual non-disclosure agreement with a portfolio company of a financial sponsor (which we refer to as “Sponsor D”) on January 31, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

Representatives of Quotient management gave a management presentation to Sponsor D on February 1, 2023 with representatives of Houlihan Lokey in attendance.

Quotient entered into a mutual non-disclosure agreement with a financial sponsor (which we refer to as “Sponsor K”) on February 1, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction. Sponsor K declined to participate in a management presentation.

Beginning on February 7, 2023, as had been communicated to interested parties by Houlihan Lokey, Quotient made certain additional due diligence materials available in the Data Room to the parties who submitted non-binding indications of interest with respect to a potential acquisition of Quotient. However, only Neptune and Charlesbank had submitted such a non-binding indication of interest and was continuing to pursue such interest at this time.

From February 7, 2023 through June 20, 2023, Neptune and Charlesbank, with the assistance of its advisors, conducted due diligence on Quotient, including through the additional materials made available in the Data Room and telephone and videoconference calls with members of Quotient’s management.

On February 8, 2023 representatives of Strategic E indicated to representatives of Houlihan Lokey that they would not be moving forward in the process, citing lack of internal traction on the opportunity.

Quotient entered into a mutual non-disclosure agreement with Sponsor C on February 8, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient or the Board of Directors of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

On February 9, 2023, the Board of Directors held a special meeting by videoconference that was attended by members of Quotient’s senior management, representatives of Houlihan Lokey and representatives of Quotient’s external transaction counsel, Paul Hastings LLP (which we refer to as “Paul Hastings”). A representative of Paul Hastings explained that the purpose of the meeting was to provide an update on the market check process and to review the financial projections prepared by Quotient’s management for the purpose of authorizing Quotient management and Houlihan Lokey to provide them to interested parties in the next phase of the market check process if the Board of Directors decided to continue with the market check. The representative of Paul Hastings outlined to the Board of Directors its fiduciary duties as they applied to the market check process.

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Representatives of Houlihan Lokey then provided an update on the market check process. The representatives of Houlihan Lokey identified the parties that had been contacted and described the status of their discussions with such parties. In addition, the representatives of Houlihan Lokey discussed the materials that Quotient management and Houlihan Lokey were proposing to provide to the interested parties as a part of the next phase of the market check should the Board of Directors choose to move forward, as well as the proposed timeline for requesting non-binding indications of interest with respect to potential strategic business combinations in such next phase. Representatives of Paul Hastings discussed the confidentiality agreements being required of process participants, including a standstill provision (which, in each case, permitted counter-parties to submit a confidential proposal with respect to a business combination transaction after any public announcement by Quotient of a change of control transaction). Mr. Khan then discussed the financial projections proposed to be provided to interested parties in connection with the market check (which we refer to as the “Quotient Forecasts”). Following this discussion and a discussion among the Board of Directors, Quotient management and representatives of Paul Hastings, the Board of Directors determined to advance to the next phase of the market check process, including providing the Quotient Forecasts to interested parties that had signed a confidentiality agreement in the form discussed. Mr. Gessow was opposed to this determination, based on his previously expressed concerns regarding the timing of such a process.

On February 13, 2023 representatives of Sponsor K indicated to representatives of Houlihan Lokey that they would not be moving forward in the process, citing limited bandwidth.

Representatives of Quotient management gave a management presentation to Sponsor C on February 14, 2023 with representatives of Houlihan Lokey in attendance.

Quotient entered into a mutual non-disclosure agreement with a financial sponsor (which we refer to as “Sponsor E”) on February 14, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction. Representatives of Quotient management gave a management presentation to Sponsor E on February 14, 2023 with representatives of Houlihan Lokey in attendance.

On February 15, 2023, at the direction of Quotient management, Houlihan Lokey distributed a process letter to 7 interested parties. The process letter instructed the parties to submit a non-binding indication with respect to a potential acquisition of Quotient by March 3, 2023.

On February 21, 2023, Mr. Kahn met with representatives of Neptune and Charlesbank by videoconference to respond to follow-up questions regarding Quotient’s financial model.

On February 22, 2023, the Board of Directors held a regularly scheduled meeting in person and by videoconference that was attended by members of Quotient’s senior management and, for different portions of the meeting, representatives of Sidley Austin and Paul Hastings. During the first portion of the meeting (attended by representatives of Sidley Austin), the Board of Directors conducted ordinary business including appointing Mr. Wargotz to the Board of Directors, the Nominating & Corporate Governance Committee and the Committee; appointed Mr. Reece to replace Mr. Gessow as the Chair of the Compensation Committee; and appointed Mr. Khan as Chief Operating Officer. During the second portion of the meeting (attended by representatives of Paul Hastings), a discussion ensued regarding the ongoing market check process. Mr. Gessow reiterated his opposition to this process, based on his previously expressed concerns regarding the timing of such a process. A representative of Paul Hastings discussed the fiduciary duties of board members in connection with the market check process. The Board of the Directors determined to continue the market check process.

Quotient entered into a mutual non-disclosure agreement with a strategic party (which we refer to as “Strategic F”) on February 25, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

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On February 23, 2023 representatives of Sponsor C indicated to representatives of Houlihan Lokey that they would not be moving forward in the process, citing Quotient’s size as below their typical investment mandate.

On February 27, 2023, Mr. Krepsik and Mr. Khan had a call with representatives of Sponsor D with respect to follow-up business and finance due diligence questions.

On February 28, 2023, Quotient announced earnings for its fourth quarter and provided guidance for its first quarter and full year 2023. Quotient’s stock closed at $3.78 prior to the announcement of earnings on February 28, 2023 and at $3.34 on March 1, 2023, a 12% decline. One week later on March 7, 2023, the stock closed at $3.62, a 4% decline from prior to earnings.

On March 1, 2023, Glenn Welling, founder and Chief Investment Officer of Engaged Capital, LLC, sent a private letter to the Board of Directors of Quotient indicating, among other things, that Engaged Capital intended to nominate directors for every available seat on the Board of Directors (i.e., 7 of the 10 seats) at Quotient’s 2023 Annual Meeting (which we refer to as the “2023 Annual Meeting”).

On March 1, 2023, representatives of Sponsor D indicated to representatives of Houlihan Lokey that they would not be moving forward in the process, citing execution risk in Quotient’s business plan.

Representatives of Quotient management gave a management presentation to Strategic F on March 2, 2023 with representatives of Houlihan Lokey in attendance.

On March 2, 2023, Mr. Krepsik and Mr. Khan had a call with representatives of Strategic D with respect to follow-up business and finance due diligence questions.

On March 3, 2023, representatives of Houlihan Lokey received non-binding indications of interest from two parties: Neptune and Charlesbank and Sponsor E. The Neptune and Charlesbank nonbinding indication of interest was for Neptune to acquire Quotient for a price between $4.50 to $5.50 per share, subject to its completion of customary due diligence. Neptune and Charlesbank noted in its proposal that it would require 30 days to complete the remainder of its diligence. The nonbinding indication of interest by Sponsor E was to acquire Quotient for $4.50 per share, subject to its completion of customary due diligence and its receipt of the remaining internal approvals required for Sponsor E to engage in the transaction. Sponsor E noted in its proposal that it would require 4 to 5 weeks to complete the remainder of its diligence.

On March 3, 2023, representatives of Strategic D indicated to representatives of Houlihan Lokey that they would not be moving forward in the process, citing Quotient’s revenue trends.

On March 7, 2023, Reuters published an article stating that Quotient was exploring a potential sale of the company with the assistance of Houlihan Lokey. After the publication of the Reuters article, 7 interested parties (Strategic A, another strategic party (which we refer to as “Strategic G”) and 5 financial sponsors or financial sponsor-controlled portfolio companies (which we refer to as “Sponsor F,” “Sponsor G,” “Sponsor H,” “Sponsor I” and “Sponsor J”) contacted representatives of Houlihan Lokey on March 7, 2023 and March 8, 2023 (or March 22, 2023 in the case of Sponsor J) on an unsolicited basis to express their interest in pursuing a potential acquisition of Quotient. At the direction of Quotient management, representatives of Houlihan Lokey informed each of these parties that they would share this information with Quotient and help schedule introductory meetings if Quotient expressed interest in doing so.

On March 10, 2023, Mr. Krepsik and Mr. Khan had a call with representatives of Strategic F with respect to follow-up business and finance due diligence questions.

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On March 16, 2023, the Board of Directors held a meeting by videoconference that was attended by members of Quotient’s senior management, representatives of Houlihan Lokey (for a portion of the meeting) and representatives of Paul Hastings. A representative of Paul Hastings explained that the purpose of the meeting was to provide an update on the market check process and to discuss the 2023 Annual Meeting, including the indication from Engaged Capital of its intention to nominate directors for all available seats on the Board of Directors). A representative of Houlihan Lokey described the unsolicited expressions of interest received following the Reuters article. A representative of Paul Hastings then described the material terms in the proposals submitted by Neptune and Charlesbank and Sponsor E, including the price per share that each party was prepared to pay to acquire Quotient. Quotient’s management then led a discussion on Quotient’s standalone plan and their view of the valuation implications thereof. Following this discussion, the representatives of Houlihan Lokey left the meeting, and a further discussion ensued among the Board of Directors, members of senior management and Paul Hastings, after which the Board of Directors determined to continue a confidential exploration of strategic alternatives that included participation by the parties that contacted Houlihan Lokey as a result of the Reuters article. Mr. Gessow was opposed to this determination based on his previously expressed concerns regarding the timing of such a process. A discussion then ensued regarding the potential nomination of directors by Engaged Capital, as well as the sense of Quotient management and the Board of Directors, based on conversations with certain large stockholders, that stockholder sentiment was in favor of Quotient having a smaller Board of Directors. The Board of Directors determined to delegate to its Nomination and Governance Committee the authority to work with Quotient management and Paul Hastings to approach Engaged Capital on a potential settlement to avoid a costly and distracting proxy fight and discuss extending the nomination window for the 2023 Annual Meeting to allow additional time to negotiate a settlement with Engaged Capital.

Representatives of Charlesbank and Neptune met with Quotient’s senior executives in person on March 21, 2023 and March 22, 2023 in Salt Lake City, Utah. During the March 22, 2023 meeting, Quotient’s senior management discussed, among other things, Quotient’s updated financial presentation and the potential synergies arising from a combination of the businesses of Quotient and Neptune.

On March 23, 2023, the Board of Directors approved a one-time waiver and change to the window for Quotient stockholders to provide timely advance notice of any director nominations under Quotient’s bylaws in connection with the 2023 Annual Meeting (which we refer to as the “2023 Nomination Window”), extending such window until 5:00 p.m. Mountain Time on May 12, 2023.

On March 23, 2023, representatives of Strategic F indicated to representatives of Houlihan Lokey that they would not be moving forward in the process at this time, citing limited bandwidth, but remained interested in pursuing the opportunity in 6 to 12 months.

On March 29, 2023, a representative of Strategic A placed a telephone call to Mr. Krepsik to reaffirm his enthusiasm for a strategic combination of Quotient and Strategic A. On the call, the representative advocated for the transaction in light of certain recent events related to Strategic A’s business and financial activity.

Quotient entered into a mutual non-disclosure agreements with Sponsor F on March 23, 2023 and March 29, 2023. Each of the mutual non-disclosure agreements included a customary standstill provision, including a provision that would permit the submission to Quotient or the Board of Directors of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

Quotient entered into a mutual non-disclosure agreement with Sponsor H on March 28, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

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Quotient entered into a mutual non-disclosure agreement with Sponsor J on March 28, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

Representatives of Quotient management gave a management presentation to Sponsor F on March 29, 2023 with representatives of Houlihan Lokey in attendance.

Representatives of Quotient management gave a management presentation to Sponsor H on March 30, 2023 with representatives of Houlihan Lokey in attendance.

Representatives of Quotient management gave a management presentation to Sponsor J on March 31, 2023 with representatives of Houlihan Lokey in attendance.

On April 3, 2023, representatives of Sponsor J indicated to representatives of Houlihan Lokey that they would not be moving forward in the process, citing media industry headwinds.

On April 5, 2023, at the direction of Quotient management, Houlihan Lokey distributed a process letter to Neptune and Charlesbank. The process letter provided instructions for submitting a binding proposal by April 14, 2023 and to specify in the proposal, among other things, the proposed purchase price, the proposed transaction structure and proposed sources of financing for the transaction. The process letter also provided instructions to submit proposed revisions to the draft Agreement and Plan of Merger prepared by Paul Hastings (which we refer to as the “draft merger agreement”) made available in the electronic data room maintained by Quotient.

On April 6, 2023, representatives of Sponsor H indicated to representatives of Houlihan Lokey that they would not be moving forward in the process, citing lack of revenue synergies.

On April 10, 2023, representatives of Paul Hastings and Paul, Weiss, Rifkind, Wharton & Garrison, LLP, counsel to Neptune and Charlesbank (which we refer to as “Paul Weiss”) met by videoconference to discuss the draft merger agreement. During this meeting, the primary issued raised by representatives of Paul Weiss was Neptune’s requirement that a voting agreement be entered into by Engaged Capital concurrently with the signing of the Merger Agreement.

On April 11, 2023, members of Quotient’s senior management and representatives of Charlesbank, Neptune and Houlihan Lokey met in person to have a discussion on Quotient’s business model and the strategic fit between Quotient and Neptune.

On April 12, 2023, Mr. Khan, representatives of Charlesbank and representatives of Charlesbank’s financial advisor, PricewaterhouseCoopers LLP, met by videoconference to discuss to Charlesbank’s financial due diligence questions.

Quotient entered into a mutual non-disclosure agreement with Strategic B on April 12, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction. Representatives of Quotient management gave a management presentation to Strategic B on April 12, 2023 with representatives of Houlihan Lokey in attendance.

On April 14, 2023, at the direction of Quotient management, representatives of Houlihan Lokey and Charlesbank spoke by telephone. On the call, Charlesbank indicated they would require additional time to submit a proposal.

Between April 14, 2023 and April 16, 2023, Mr. Krepsik made several calls to each member of the Board of Directors to provide updates on the March 3 offer communicated by Charlesbank to acquire Quotient and the meetings held between Quotient and representatives of Neptune and Charlesbank.

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Quotient entered into a mutual non-disclosure agreement with a strategic party (which we refer to as “Strategic H”) on April 17, 2023 that included a customary standstill provision, including a provision that would permit the submission to Quotient of a private proposal with respect to a business combination after the public announcement by Quotient of a proposed change of control transaction.

On April 18, 2023, representatives of Sponsor F indicated to representatives of Houlihan Lokey that they would not be moving forward in the process given Quotient’s profitability at the current time, but remained interested in transacting later in the year once Quotient was projected to generate earnings.

On April 21, 2023, the Board of Directors held a meeting by videoconference that was attended by members of Quotient’s senior management and representatives of Sidley Austin and Paul Hastings for different portions of the meeting. During the first portion of the meeting (attended by representatives of Sidley Austin), the Board of Directors approved an amendment to Quotient’s Annual Report on Form 10-K and an irrevocable commitment to not hold the 2023 Annual Meeting prior to July 31, 2023 and to not publicly announce the date for the 2023 Annual Meeting prior to May 10, 2023. During the second portion of the meeting (attended by representatives of Paul Hastings), a representative of Paul Hastings explained that the purpose of the meeting was to provide an update on the confidential exploration of strategic alternatives process and the status of discussions with Engaged Capital regarding its potential proxy fight. With respect to the former, Mr. Krepsik lead a discussion about the fact that (a) a proposal was expected from Neptune and Charlesbank the following week, (b) the proposal from Sponsor E had been withdrawn; and (c) Strategic B and Sponsor F were the only other parties continuing to work on a potential proposal but neither party was expected to be in a position to submit an actionable proposal in the foreseeable future. With respect to discussions with Engaged Capital, Mr. Krepsik and representatives of Paul Hastings indicated that constructive dialogue was proceeding on the basis of reducing the size of the Board of Directors from 10 to 7, with further details to be developed over the following week.

On April 21, 2023, Quotient announced that the Board of Directors had irrevocably committed to hold the 2023 Annual Meeting no earlier than July 31, 2023 and to publicly announce the date of the 2023 Annual Meeting no earlier than May 2, 2023. As a result, the 2023 Nomination Window would close no earlier than May 12, 2023, and the deadline to provide any notice required by Rule 14a-19(b) under the Securities Exchange Act of 1934 would occur no earlier than June 1, 2023.

Representatives of Quotient management gave a management presentation to Strategic H on April 25, 2023 with representatives of Houlihan Lokey in attendance.

On April 26, 2023, representatives of Quotient senior management and Houlihan Lokey had a follow-up call with representatives of Strategic B related to financial and business due diligence questions.

On April 28, 2023, representatives of Houlihan Lokey received a proposal from Neptune and Charlesbank. The other interested parties, excluding Strategic B and Strategic H, communicated to representatives of Houlihan Lokey that they were declining to submit a Proposal at this time.

Neptune and Charlesbank’s proposal contained a nonbinding indication of interest for Neptune to acquire all of the outstanding shares of Quotient common stock for an enterprise value of $400 million in cash plus potential additional value pursuant to a so-called contingent value right, with a cap of $200 million (such value to only be delivered to the extent a later liquidity event with respect to the combined Neptune and Quotient business resulted in a significant return on Charlesbank’s combined investment in Neptune and Quotient from a marked to market baseline at closing of the potential Quotient transaction). The proposal did not specify the price per share that the proposed $400 million enterprise value represented. The proposal noted, among other things, that Neptune and Charlesbank planned to finance the transaction through a mix of debt and equity financing. The proposal also included Neptune and Charlesbank’s revisions to the draft merger agreement and their drafts of the Equity Commitment Letter, Limited Guaranty and Voting Agreement. The revisions to the draft merger agreement did not include any terms or provisions related to the contingent value right. Neptune and Charlesbank

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noted in the proposal that they were prepared to finalize the transaction by May 12, 2023 and requested that Quotient promptly cease any discussions or negotiations with any other interested party until May 12, 2023, with such deadline automatically extending for seven days if the parties continued to move forward with the transaction in good faith.

On April 29, 2023, a representative of Paul Hastings delivered to counsel for Engaged Capital a document describing a proposed framework for further settlement discussions between Quotient and Engaged Capital. Discussions continued between Quotient, Engaged Capital and their respective counsel with respect to such framework through May 5, 2023, on which date a representative of Paul Hastings delivered to counsel for Engaged Capital a draft cooperation agreement (which we refer to as the “2023 Cooperation Agreement”). After this date, negotiations continued between Quotient, Engaged Capital and their respective counsel until the 2023 Cooperation Agreement’s execution on June 5, 2023. During the course of these negotiations, material areas of discussion and negotiation included the size of the Board of Directors, the identity of potential new nominees to the Board of Directors and departing directors from the Board of Directors, the degree to which Engaged Capital would have replacement rights with respect to certain members of the Board of Directors and the duration of the standstill provision to be applicable to Engaged Capital.

On April 30, 2023, representatives of Paul Hastings and Paul Weiss had a teleconference in which they discussed various clarification questions with respect to Neptune and Charlesbank’s April 28 proposal, particularly with respect to the contingent value right. Further discussions ensued among representatives of Quotient, Houlihan Lokey, Paul Hastings, Charlesbank and Paul Weiss. The overall result of such discussions was agreement among the parties that the April 28 proposal had implementation issues that did not make it actionable, and that Neptune and Charlesbank would continue working towards putting forward an actionable proposal based on all-cash consideration.

On May 1, 2023, the Nomination and Governance Committee of the Board of Directors held a regularly scheduled meeting in person and by videoconference that was attended by members of Quotient’s senior management and representatives of Sidley Austin and Paul Hastings for different portions of the meeting. The first portion of the meeting (attended by representatives of Sidley Austin) focused on ordinary business. The second portion of the meeting (attended by representatives of Paul Hastings) began with a discussion of a potential 2023 Annual Meeting timeline. Following this discussion, Mr. Krepsik outlined the status of settlement framework discussions with Engaged Capital, which were also informed by conversations he had had with certain other large stockholders of Quotient. The consensus view of these various constituencies was to decrease the size of the Board of Directors from 10 to 7 and to generally refresh the membership of the Board of Directors through a configuration of (i) 3 relatively shorter-tenured continuing directors not previously designated by Engaged Capital, (ii) Mr. Reece and Mr. Wargotz and (iii) 2 new members mutually agreed upon by Quotient and Engaged Capital. A discussion of the Nomination and Governance Committee then ensued, which focused on key characteristics to inform a decision (a) as to which directors to continue and (b) with respect to potential new members, including diversity, cybersecurity expertise, governance experience, financial literacy and the other characteristics highlighted in Quotient’s director skills matrix. The sense of the Nomination and Governance Committee was to recommend to the Board of Directors that negotiations along these lines continue with Engaged Capital.

On May 1, 2023, the Board of Directors held a regularly scheduled meeting in person and by videoconference that was attended by members of Quotient’s senior management, representatives of Houlihan Lokey, representatives of Sidley Austin and, for a portion of the meeting, representatives Paul Hastings. During the first portion of the meeting, ordinary business was conducted. During the second portion of the meeting (attended by representatives of Paul Hastings), the 2023 Annual Meeting timeline and the ongoing settlement discussions with Engaged Capital were discussed. Mr. Krepsik and members of the Nomination and Governance Committee described the framework that had been discussed at the meeting of the Nomination and Governance Committee earlier that day and proposed next steps in the discussions with Engaged Capital. The Board of Directors approved proceeding with this recommendation (with Mr. Gessow abstaining). Mr. Krepsik then led a brief

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update discussion of the confidential strategic alternatives process. He shared that Neptune and Charlesbank were closest to having an actionable proposal that could be discussed with the Board of Directors and that two other parties (Strategic B and Strategic H) were continuing to work (and emphasized that both were bound by confidentiality agreements with the form of standstill provision that all interested parties had agreed to). Mr. Gessow again objected to continuing this process. In his objection, in addition to his previously expressed concerns regarding the timing of the process, he also focused on the degree to which Quotient’s current market value did not recognize the value of Quotient’s data-related assets in light of the value currently being attributed to artificial intelligence (which we refer to as “AI”) companies. The decision of the Board of Directors was to continue the confidential strategic alternatives process.

On May 3, 2023, Mr. Krepsik, representatives of Houlihan Lokey and a representative of Charlesbank met by videoconference to discuss Quotient’s latest financial statements and business results.

On May 4, 2023, representatives of Quotient senior management and Houlihan Lokey had a follow-up call with representatives of Strategic B related to financial due diligence questions.

On May 9, 2023, Quotient announced earnings for its 2023 first quarter and guidance for the full year 2023. Quotient’s stock closed at $2.90 prior to the announcement of earnings on May 9, 2023 and at $2.99 on May 10, 2023, a 3% increase. On May 16, 2023, the stock closed at $2.50, a 14% decline from prior to earnings.

On May 9, 2023, Charlesbank reached out to representatives of Houlihan Lokey by telephone to share a revised proposal to acquire all of the outstanding shares of Quotient common stock for an enterprise value of $400 million in cash. Representatives of Houlihan Lokey informed Charlesbank that they would share this information with Quotient’s management team and promptly informed Mr. Krepsik of the conversation. After discussing with Mr. Krepsik, at the direction of Quotient management, Houlihan Lokey held a follow-up telephone discussion with Charlesbank to request that they provide an offer expressed on a per-share basis.

On May 11, 2023, representatives of Houlihan Lokey, together with Mr. Reece, reached out to representatives of Charlesbank by telephone in order to reiterate the request that Charlesbank provide an offer expressed on a per-share basis as well as to urge Charlesbank to increase the amount of such offer relative to the per-share price implied by their $400 million enterprise value revised proposal.

On May 13, 2023, Neptune and Charlesbank emailed Houlihan Lokey to submit a revised proposal to acquire all of the outstanding shares of Quotient at a value of $3.70 per share in cash and would otherwise be on the terms conveyed by the draft transaction agreements submitted with their April 28 proposal. The revised proposal also noted, among other things, that Neptune and Charlesbank would be able to complete the remainder of its confirmatory diligence by May 26, 2023 assuming full access to information and Quotient management. The revised proposal included a request that Quotient promptly cease any discussions or negotiations with any other interested party and not solicit, accept, negotiate or pursue any offers relating to an acquisition of Quotient until May 26, 2023, with such deadline automatically extending for seven day periods if the parties continued to move forward with the transaction in good faith. Houlihan Lokey informed Charlesbank that they would share this information with Quotient’s management team, and promptly shared the proposal with Quotient’s management team. After discussing with Mr. Krepsik, at the direction of Quotient management, Houlihan Lokey held a follow-up telephone discussion with Charlesbank to request that they provide a revised offer.

On May 16, 2023, Quotient and Houlihan Lokey executed an engagement letter pursuant to which the Company engaged Houlihan Lokey as its exclusive financial advisor with respect to a potential change of control transaction, and Houlihan Lokey submitted a relationship disclosure letter.

On May 17, 2023, Neptune and Charlesbank emailed representatives of Houlihan Lokey to submit a revised proposal. The revised proposal contained an offer to acquire all of the outstanding shares of Quotient at a value of $4.00 per share in cash and noted that this price represented Neptune and Charlesbank’s best and final offer. The revised proposal included an exclusivity agreement as an attachment that required Quotient to promptly cease any discussions or negotiations with any other interested party and not solicit, accept, negotiate or pursue

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any offers relating to an acquisition of Quotient until 14 days of signing such exclusivity agreement, with such deadline automatically extending for seven days if the parties continued to move forward with the transaction in good faith. The revised proposal confirmed that beyond these changes to price and exclusivity, the terms of the previous revised proposal delivered on May 13, 2023 remained the same. Representatives of Houlihan Lokey informed representatives of Charlesbank that they would share this information with Quotient’s senior management and Board of Directors and promptly shared the proposal with Quotient senior management.

On May 18, 2023, Mr. Krepsik made separate calls to several members of the Board of Directors to provide updates on (a) the status of his discussions with Engaged Capital regarding the potential settlement; (b) the current status of negotiations with Neptune and Charlesbank; and (c) the current status of the other active parties in the confidential strategic alternatives process.

On May 20, 2023, the Board of Directors held a meeting by videoconference that was attended by members of Quotient’s senior management, representatives of Houlihan Lokey (for a portion of the meeting) and representatives of Paul Hastings. During the meeting, representatives of Houlihan Lokey provided an update on the overall status of the confidential strategic alternatives process. The representatives of Houlihan Lokey explained to the Board of Directors that of the original 26 parties that were considering the transaction, (a) only Neptune and Charlesbank submitted an actionable proposal to acquire Quotient and (b) two other parties, Strategic B and Strategic H, continued to review the opportunity but were much farther behind in the process. The representatives of Houlihan Lokey discussed their preliminary financial analysis of Quotient and the Neptune and Charlesbank proposal. A representative of Paul Hastings discussed the request from Neptune for two weeks of exclusivity. Members of the Board of Directors provided their perspective and asked questions of the Houlihan Lokey representatives, after which the Houlihan Lokey representatives left the meeting to enable an executive session. A representative of Paul Hastings then discussed the Board of Directors’ fiduciary duties in this context. Mr. Gessow reiterated his previously expressed concerns as to the timing of the process, both generally and specifically as it related to the early stage of the Company’s new strategic plan, and his view regarding the value of Quotient’s data assets in light of valuations for AI-based companies. The rest of the members of the Board of Directors supported continuing the confidential strategic alternatives process, but not on the exclusive basis requested by Neptune and Charlesbank. On that basis, the Board of Directors instructed Quotient’s management and its advisors to continue negotiating the transaction documents and provide an update on such negotiations at the next meeting, but to specifically inform Neptune that no exclusivity would be granted.

Following the May 20, 2023 meeting, Quotient management and representatives of Houlihan Lokey had three additional meetings with representatives of Neptune and Charlesbank and its advisors between May 25, 2023 and June 6, 2023 to discuss potential synergies between the Neptune and Quotient businesses; matters related to Quotient’s employees and human resource processes; and other financial and business topics.

On May 23, 2023, Mr. Krepsik met with representatives of Strategic B by videoconference to discuss the strategic fit of Quotient and Strategic B and Strategic B’s interest in continuing to work on a potential transaction with Quotient.

On May 23, 2023, Paul Hastings delivered to Paul Weiss revised drafts of the Merger Agreement (other than their revisions to the company representations and warranties and forbearance covenants, which were delivered separately), Equity Commitment Letter, Limited Guaranty and Voting Agreement. Between May 23, 2023 and June 20, 2023, the parties’ respective management teams and legal and financial advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement and other transaction documentation. During the course of these negotiations, material areas of discussion and negotiation between the parties included, among other things, the size of Charlesbank’s equity commitment pursuant to the terms of the Equity Commitment Letter; the terms of the Financing; the size and triggers of the Parent Termination Fee and Company Termination Fee; Quotient’s obligations with respect to the operation of its business during the period between the signing of the Merger Agreement and the consummation of the Merger; the scope of the restrictions applicable to actions taken by Quotient during the period between the signing of the Merger Agreement and the consummation of the Merger; the degree of efforts Neptune would commit to with respect to obtaining regulatory approvals; the termination

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provisions; the representations and warranties to be made by the parties; and the provisions regarding Quotient’s equity awards, employee benefit plans, retention, severance and other compensation matters.

On May 25, 2023, Mr. Krepsik met with representatives of Sponsor F by videoconference to discuss a potential strategic partnership and Sponsor F’s interest in continuing to work on a potential transaction with Quotient.

On May 30, 2023, Quotient announced that it would hold the 2023 Annual Meeting on August 3, 2023. As a result, the 2023 Nomination Window would close on June 9, 2023, and the deadline to provide any notice required by Rule 14a-19(b) under the Securities Exchange Act of 1934 would also occur on June 9, 2023.

On June 2, 2023, Mr. Boal emailed Connie Chen, the General Counsel, Chief Compliance Officer and Secretary of Quotient, to the effect that he intended to nominate a slate of directors for the 2023 Annual Meeting but that he himself would not be a nominee.

On June 2, 2023, the Board of Directors held a meeting by videoconference that was attended by members of Quotient’s senior management and representatives of Paul Hastings. A representative of Paul Hastings indicated that the purpose of the meeting was to discuss (a) the negotiated form of Cooperation Agreement with Engaged Capital (and the message received from Mr. Boal very shortly before the meeting), (b) an update from Quotient’s management team regarding performance to date against Quotient’s annual operating plan and three-year strategic plan and (c) a brief update regarding the confidential strategic alternatives process. A representative of Paul Hastings led the detailed discussion of the proposed Cooperation Agreement and associated board resolutions. A discussion ensued, including questions related to the interplay of the proposed Cooperation Agreement with Engaged Capital in the event that Mr. Boal proceeded with his stated intention of nominating a slate of directors. The Board of Directors then approved the Cooperation Agreement and related matters, with Mr. Gessow voting against and Mr. Oppenheimer abstaining. Mr. Khan then led the discussion of Quotient’s financial performance to date relative to the annual operating plan and three-year strategic plan. Mr. Khan noted that although Quotient was tracking to the plan to date, it was also the case that the plan was rear-loaded and execution risk related to new growth initiatives remained given their most significant effect on the plan would not be seen until later in the three-year period. In addition, Mr. Khan discussed the fact that Quotient was not forecasted to generate meaningful positive cash flow until 2024 and 2025, with 2023 being a critical investment year during which cash was forecasted to reach a low point. Mr. Krepsik and a representative of Paul Hastings then led a discussion with respect to the confidential strategic alternatives process. With respect to Neptune and Charlesbank, Mr. Krepsik noted that progress had been made on the transaction documents, but that there were still questions about the proposed debt and equity financing package contemplated by Neptune and Charlesbank. Mr. Krepsik also confirmed that there had been no discussions with respect to potential post-closing roles at Neptune for Quotient’s senior management team. In addition, Mr. Krepsik mentioned that Strategic H continued to work, but had not yet provided an actionable proposal.

On June 5, 2023, Quotient announced that Quotient had entered into the 2023 Cooperation Agreement with Engaged Capital, pursuant to which, among other things:

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On June 6, 2023, various business unit heads of Quotient, Mr. Krepsik, Mr. Khan and representatives of Houlihan Lokey met with representatives of Neptune and Charlesbank to discuss recent performance with respect to each of Quotient’s business lines (Promotions, Retail Media, Digital-Out-of-Home, Direct-to-Consumer) as well as the strategic initiatives supporting each business line.

On June 13, 2023, representatives of Strategic H met by videoconference with representatives of Quotient’s senior management and representatives of Houlihan Lokey to discuss Strategic H’s follow-up financial and business diligence questions.

On June 15, 2023, the Board of Directors held a meeting by videoconference that was attended by members of Quotient’s senior management, representatives of Houlihan Lokey and representatives of Paul Hastings. A representative of Paul Hastings explained that the purpose of the meeting was to discuss the status of the proposed transaction with Neptune and Charlesbank; review the near-final drafts of the Merger Agreement and other transaction documents; and receive an update from Houlihan Lokey on its financial analysis of the proposed transaction. A representative of Paul Hastings provided an overview of the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Quotient. Representatives of Paul Hastings then described the material aspects and terms of the proposed transaction and transaction documents and provided a high-level timeline for the closing of the proposed transaction. In particular, a representative of Paul Hastings noted that Neptune had provided a proposed debt commitment letter with satisfactory funding conditions (although questions remained about the interplay of the amount of committed debt financing and the amount of equity financing Charlesbank was willing to provide). The other principal non-price issue that was highlighted was the need to reach out to Engaged Capital at the appropriate time to make them aware of the potential transaction (utilizing an appropriate “wall-crossing” methodology) and to negotiate the form of voting agreement it would be willing to sign. Representatives of Houlihan Lokey reviewed with the Board of Directors Houlihan Lokey’s preliminary financial analysis of Quotient and the Proposal delivered by Neptune and Charlesbank on May 20, 2023. Mr. Krepsik then led a discussion of whether and how to proceed with the Neptune and Charlesbank proposal now that a near-final set of transaction documents had been negotiated. After discussion, the sense of the Board of Directors (with the exception of Mr. Gessow) was that (a) Mr. Krepsik should first go directly to representatives of Charlesbank to request an increase in the transaction price and an increase in the amount of their equity commitment to ensure that Neptune would have sufficient financing to complete the transaction regardless of variations in Neptune or Quotient cash and thereafter and (b) Paul Hastings would reach out to counsel to Engaged Capital to make it aware of the potential transaction and to negotiate a form of voting agreement acceptable to Neptune and Charlesbank and Engaged Capital.

Later on June 15, 2023, Mr. Krepsik called a representative of Charlesbank to discuss the items that had been discussed with the Board of Directors.

On June 16, 2023, representatives of Charlesbank provided their final feedback on the items under discussion. The representatives of Charlesbank reiterated that the $4.00 per share price had been their best and final offer, but they agreed to provide a greater equity commitment to eliminate any funding risk related to Neptune or Quotient depletion of cash. A representative of Paul Hastings then contacted counsel to Engaged Capital to (a) first confirm that Engaged Capital agreed to appropriate “wall-crossing” terms and (b) then to discuss the potential transaction with Neptune and Charlesbank and provide the proposed form of voting agreement that Neptune and Charlesbank required from Engaged Capital as a condition to signing the Merger Agreement.

Later on June 16, 2023, Mr. Krepsik made a telephone call to Mr. Welling to inform him about the potential transaction with Neptune and Charlesbank and describe the material terms of the transaction, including Neptune and Charlesbank’s requirement that Engaged Capital enter into a voting agreement prior to Neptune and Charlesbank’s execution of the Merger Agreement.

From June 16, 2023 to June 19, 2023, Mr. Krepsik, Mr. Welling and representatives of Charlesbank, Paul Hastings, Paul Weiss and counsel to Engaged Capital discussed and negotiated the terms of a voting agreement that would be acceptable to Engaged Capital, Neptune and Charlesbank and Quotient.

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On June 19, 2023, Board of Directors held a meeting by videoconference that was attended by members of Quotient’s senior management, representatives of Houlihan Lokey and representatives of Paul Hastings LLP. During this meeting, members of Quotient’s management and its financial and legal advisors reviewed the history of negotiations with Neptune and Charlesbank. Representatives of Houlihan Lokey then reviewed Houlihan Lokey’s financial analyses of Quotient and the proposed transaction. Following this discussion, members of Quotient’s management discussed with the Board of Directors the proposed communications strategy in connection with the announcement of the proposed transaction. Following further discussion and deliberation, including taking into account the factors described below in greater detail in the section of this proxy statement entitled “— Recommendation of the Board of Directors and Reasons for the Merger,” the Board of Directors, subject, in each case, to Quotient management finalizing the ancillary transaction documentation without material deviations from those reviewed with the Board of Directors and Houlihan Lokey delivering its written opinion (see the section of the proxy statement entitled “— Opinion of Houlihan Lokey Capital, Inc.”): (a) determined that it is in the best interests of Quotient and its stockholders and declared it advisable, for Quotient to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (b) approved the Merger Agreement and the execution and delivery thereof by Quotient, the performance by Quotient of its covenants and other obligations under the Merger Agreement and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; (c) recommended that Quotient stockholders adopt the Merger Agreement in accordance with the DGCL; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Quotient stockholders at the Special Meeting. Mr. Gessow was the only director (out of the 10 members of the Board of Directors) who voted against these resolutions.

Following the meeting of the Board of Directors, representatives of the parties spent the rest of June 19, 2023 and the early morning of June 20, 2023 finalizing negotiation of the Voting Agreement with Engaged Capital, the Limited Guaranty and the Equity Commitment Letter. Thereafter, on June 20, 2023 Houlihan Lokey delivered its written opinion addressed to the Board dated June 20, 2023, as to the fairness, from a financial point of view, and as of such date, of the Price Per Share to be received by the holders of shares of Quotient common stock (other than holders of Unconverted Shares) in the Merger pursuant to the Merger Agreement. Immediately after, the applicable parties executed the Merger Agreement and the other transaction documents on the morning of June 20, 2023, and the parties issued a press release later that morning announcing the transaction before the opening of the financial markets in New York.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has: (a) determined that it is in the best interests of Quotient and its stockholders, and declared it advisable, for Quotient to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (b) approved the Merger Agreement and the execution and delivery thereof by Quotient, the performance by Quotient of its covenants and other obligations under the Merger Agreement and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; (c) recommended that Quotient stockholders adopt the Merger Agreement in accordance with the DGCL; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Quotient stockholders at the Special Meeting.

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

Reasons for the Merger

In reaching its decision to approve and adopt the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable and in the best

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interests of Quotient and its stockholders, and recommend that Quotient stockholders adopt the Merger Agreement, the Board of Directors consulted with Quotient’s senior management team, as well as our financial and legal advisors, and considered a number of factors, including the following material factors that the Board of Directors viewed as supporting its decision (which factors are not necessarily presented in order of relative importance):

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The Board of Directors also considered a variety of risk and other potential negative factors in its consideration of the Merger Agreement and the Merger, including the following material potentially negative factors:

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The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but rather includes the material factors considered by the Board of Directors. In reaching its decision to approve the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable and in the best interests of Quotient and its stockholders, and recommend adoption of the Merger Agreement by our stockholders, the Board of Directors did not quantify, rank or otherwise assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The Board of Directors did not reach any specific conclusion with respect to any of the factors or reasons considered, but determined, in its business judgment, that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

Reasons for Mr. Gessow’s Vote Against the Transaction

At the meeting of the Board of Directors on June 19, 2023 Mr. Gessow voted “AGAINST” the Board of Director’s decision to approve the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable and in the best interests of Quotient and its stockholders, and recommend adoption of the Merger Agreement by our stockholders. In reaching his decision, Mr. Gessow indicated to the Board of Directors at the June 19, 2023 meeting and prior meetings during which the Board of Directors considered the transaction that the following potentially negative factors outweighed the potential benefits of the transaction:

Although an advanced draft of the foregoing discussion of the factors considered by Mr. Gessow (as well as of this proxy statement in its entirety) was provided to Mr. Gessow, it has not been approved by Mr. Gessow. It is a

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summary of views expressed by Mr. Gessow during meetings of the Board of Directors during its consideration of the Merger. It is not intended to be exhaustive, but rather includes what the Board of Directors considers to be the material factors cited by Mr. Gessow in reaching his decision to vote “AGAINST” the Board of Director’s approval of the Merger Agreement, declaration that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable and in the best interests of Quotient and its stockholders, and recommendation that our stockholders adopt the Merger Agreement. The above factors are not presented in any order of priority.

Opinion of Houlihan Lokey Capital, Inc.

On June 20, 2023, Houlihan Lokey delivered its written opinion addressed to the Board of Directors dated June 20, 2023, as to the fairness, from a financial point of view, and as of such date, of the Per Share Price to be received by the holders of shares of Quotient common stock (other than holders of Unconverted Shares) in the Merger pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was directed to the Board of Directors (in its capacity as such) and only addressed the fairness, from a financial point of view, and as of such date, of the Per Share Price to be received by the holders of shares of Quotient common stock (other than holders of Unconverted Shares) in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the transaction contemplated by the Merger Agreement or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex D to this proxy statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board of Directors, any security holder of Quotient or any other person as to how to act or vote with respect to any matter relating to the transactions contemplated by the Merger Agreement.

In arriving at its opinion, Houlihan Lokey, among other things:

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Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and Houlihan Lokey does not assume any responsibility with respect to such data, material and other information. In addition, management of Quotient advised Houlihan Lokey, and they have assumed, that (a) the Projections reviewed by Houlihan Lokey had been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Quotient, (b) the NOL Projections had been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the amount of such NOLs and (c) the Estimated NOL Tax Savings had been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to Quotient’s ability to utilize those NOLs to achieve future tax savings on a standalone basis. At Quotient’s direction, Houlihan Lokey assumed that the Projections, the NOL Projections and the Estimated NOL Tax Savings provide a reasonable basis on which to evaluate Quotient and the transactions contemplated by the Merger Agreement and Houlihan Lokey has, at Quotient’s direction, used and relied upon the Projections, the NOL Projections and the Estimated NOL Tax Savings for purposes of Houlihan Lokey’s analyses and its opinion. Houlihan Lokey expresses no view or opinion with respect to the Projections, the NOL Projections, the Estimated NOL Tax Savings or the assumptions on which they are based. Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Quotient since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or its opinion, and that there is no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading to an extent that would be material to it analysis or opinion.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and the Voting Agreement and all other related documents and instruments that are referred to therein are true and correct, (b) each party to all such agreements and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the transactions contemplated by the Merger Agreement will be satisfied without waiver thereof, and (d) the transactions contemplated by the Merger Agreement will be consummated in a timely manner in accordance with the terms described in all such agreements and such other related documents and instruments, without any amendments or modifications thereto, except, in the case of each of clauses (a) through (d), to the extent not material to Houlihan Lokey’s analysis or opinion. Houlihan Lokey relied upon and assumed, without independent verification, that (a) the transactions contemplated by the Merger Agreement will be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (b) all governmental, regulatory, and other consents and approvals necessary for the consummation of the transactions contemplated by the Merger Agreement would be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the transactions contemplated by the Merger Agreement or Quotient that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final forms of any draft documents identified in its opinion did not differ in any material respect from the drafts of such documents.

In addition, in connection with its opinion, Houlihan Lokey was not requested to make, and did not made, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Quotient or any other party, nor was Houlihan Lokey

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provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Quotient was or may be a party or was or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Quotient was or may be a party or was or may be subject.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of Houlihan Lokey’s opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to our attention after the date of its opinion.

Houlihan Lokey’s opinion is furnished for the use of the Board of Directors (in its capacity as such) in connection with its evaluation of the transactions contemplated by the Merger Agreement and may not be used for any other purpose without our prior written consent. Houlihan Lokey’s opinion is not intended to be, and does not constitute, a recommendation to the Board of Directors, any security holder or any other party as to how to act or vote with respect to any matter relating to the transactions contemplated by the Merger Agreement or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (a) the underlying business decision of the Board of Directors, Quotient, its security holders or any other party to proceed with or effect the transactions contemplated by the Merger Agreement, (b) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the transactions contemplated by the Merger Agreement or otherwise (other than the Price Per Share to the extent expressly specified in Houlihan Lokey’s opinion) including, without limitation, any terms, aspects or implications of the Voting Agreement to be entered into in connection with the transactions contemplated by the Merger Agreement, (c) the fairness of any portion or aspect of the transactions contemplated by the Merger Agreement to the holders of any class of securities, creditors or other constituencies of Quotient, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (d) the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative business strategies or transactions that might have been available for Quotient or any other party, (e) the fairness of any portion or aspect of the transactions contemplated by the Merger Agreement to any one class or group of Quotient’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Quotient’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (f) whether or not Quotient, its security holders or any other party was receiving or paying reasonably equivalent value in the transactions contemplated by the Merger Agreement, (g) the solvency, creditworthiness or fair value of Quotient or any other participant in the transactions contemplated by the Merger Agreement, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters or (h) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the transactions contemplated by the Merger Agreement, any class of such persons or any other party, relative to the Price Per Share or otherwise. In addition, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It was assumed that such opinions, counsel or interpretations had been or would have been obtained from the appropriate professional sources. Houlihan Lokey relied, with the consent of the Board of Directors, on the assessments by the Board of Directors and Quotient and its advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to Quotient and the transactions contemplated by the Merger Agreement or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of

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its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Quotient or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the financial forecasts prepared by the management of Quotient and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Quotient. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board of Directors in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Price Per Share or of the views of the Board of Directors or management with respect to the transactions contemplated by the Merger Agreement or the Price Per Share. The type and amount of consideration payable in the transactions contemplated by the Merger Agreement were determined through negotiation between Quotient and Parent, and the decision to enter into the Merger Agreement was solely that of the Board of Directors.

Financial Analyses

In preparing its opinion to the Board of Directors, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board of Directors on June 19, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial and operating metrics, including:

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Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of Quotient common stock and the common stock of the selected companies listed below as of June 15, 2023. The estimates of the future financial performance of Quotient relied upon for the financial analyses described below were based on the Projections. The estimates of the future financial performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis

Houlihan Lokey reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan Lokey deemed relevant. The financial data reviewed included:

The selected companies included the following:

Selected Digital Marketing Companies

Selected AdTech Companies

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The overall low to high Enterprise Value to 3 year historical average Adjusted EBITDA, calendar year 2023 estimated Adjusted EBITDA and calendar year 2024 estimated Adjusted EBITDA multiples (and median and mean multiples) observed for the selected companies were as follows:

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 10.0x to 12.0x 3-Year Historical Average Adjusted EBITDA for calendar years 2020 to 2022, 9.0x to 11.0x estimated calendar year 2023 Adjusted EBITDA and 5.5x to 7.0x estimated calendar year 2024 Adjusted EBITDA to corresponding financial data for Quotient to generate indicative implied enterprise value reference ranges. The selected companies analysis indicated the following implied per share value reference ranges therefrom by (a) adding Quotient’s cash and cash equivalents as of April 30, 2023 of $50.3 million, (b) adding the present value (calculated using discount rates ranging from 14.00% to 16.00%) of expected tax savings from federal NOL Utilization of $43.1 million to $44.5 million, (c) subtracting Quotient’s total debt as of April 30, 2023 of $74.4 million and (d) dividing by Quotient’s fully diluted shares outstanding: $3.33 to $3.98 per share of Quotient common stock based on the selected range of multiples of 3-Year Historical Average Adjusted EBITDA for calendar years 2020 to 2022, $3.34 to $4.05 per share of Quotient common stock based on the selected range of multiples of estimated calendar year 2023 Adjusted EBITDA and $3.27 to $4.12 per share of Quotient common stock based on the selected range of multiples of estimated calendar year 2024 Adjusted EBITDA, as compared to the proposed Price Per Share of $4.00 per share of Quotient common stock.

Discounted Cash Flow Analysis

Houlihan Lokey performed a discounted cash flow analysis of Quotient by calculating the estimated net present value of the projected unlevered, after-tax free cash flows of Quotient based on the Projections. Houlihan Lokey calculated terminal values for Quotient by applying a range of terminal value Adjusted EBITDA multiples of 5.5x to 7.5x to Quotient’s calendar year 2025 estimated Adjusted EBITDA. The present values of Quotient’s projected future cash flows and terminal values were then calculated using discount rates ranging from 14.00% to 16.00% to generate indicative implied enterprise value reference ranges. The range of terminal value Adjusted EBITDA multiples and discount rates were selected based on Houlihan Lokey’s professional judgement and experience. The discounted cash flow analysis indicated the following implied equity value per share reference range therefrom in the same manner as such ranges were indicated for the selected companies analysis: $3.65 to $4.92 per share of Quotient common stock, as compared to the proposed Per Share Price of $4.00 per share of Quotient common stock.

Other Information

Houlihan Lokey observed certain additional information that was not considered part of its financial analysis for its opinion but was noted for informational purposes, including, among other things, certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of latest 12 months (which we refer to as “LTM”) Adjusted EBITDA. The selected transactions included the following:

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The overall low to high Transaction Value to LTM Adjusted EBITDA (and median and mean multiples) observed for the selected transactions were as follows:

Miscellaneous

Houlihan Lokey was engaged by Quotient to act as financial advisor in connection with the transactions contemplated by the Merger Agreement and provide financial advisory services, including an opinion to the Board of Directors as to the fairness, from a financial point of view, and as of such date, of the Per Share Price to be received by the holders of shares of Quotient common stock (other than holders of Unconverted Shares) in the Merger pursuant to the Merger Agreement. Houlihan Lokey also participated in certain of the negotiations leading to the transactions contemplated by the Merger Agreement.

Quotient engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to its engagement by Quotient, Houlihan Lokey is entitled to an aggregate fee currently estimated to be approximately $10.7 million for its services, $1.5 million of which became payable in connection with the delivery of its opinion and the remainder of which is contingent upon consummation of the transactions contemplated by the Merger Agreement. Quotient has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’ employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Quotient, Parent or any other party that may be involved in the transactions contemplated by the Merger Agreement and their respective affiliates or security holders or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement.

Houlihan Lokey and certain of its affiliates have in the past provided investment banking, financial advisory and/or other financial or consulting services to Quotient and have in the past provided and are currently providing investment banking, financial advisory and/or other financial or consulting services to Charlesbank Capital Partners, or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, Charlesbank Capital Partners, including Charlesbank (which we refer to as

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collectively, the “Charlesbank Group”), for which Houlihan Lokey and its affiliates have received, and may receive, compensation, including, among other things, (a) having acted as financial advisor to Quotient in connection with a debt financing transaction, which closed in November 30, 2022, for which approximately $2.6 million in professional fees were received, and (b) having acted as financial advisor to HDT Global, then a member of the Charlesbank Group, in connection with its sale transaction, which closed in July 2021, for which approximately $4.1 million in professional fees were received. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Quotient, Parent, members of the Charlesbank Group, other participants in the transactions contemplated by the Merger Agreement or certain of their respective affiliates or securityholders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of our and their respective employees may have committed to invest in private equity or other investment funds managed or advised by Charlesbank Capital Partners, other participants in the transactions contemplated by the Merger Agreement or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the Charlesbank Group, other participants in the transactions contemplated by the Merger Agreement or certain of their respective affiliates or security holders, and may do so in the future. In connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Quotient, Parent, members of the Charlesbank Group, other participants in the transactions contemplated by the Merger Agreement or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Certain Financial Projections

While Quotient has from time to time provided limited financial guidance to investors, Quotient has not generally, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings, or other results beyond the then-current annual period due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. However, in the ordinary course, Quotient’s management periodically prepares a long-term strategic plan, which is periodically updated and reviewed with the Board of Directors, that reflects Quotient’s management’s financial and business outlook for Quotient. In connection with the proposed Merger, Quotient is including in this proxy statement a summary of certain limited unaudited prospective financial information of Quotient, on a standalone basis, without giving effect to the Merger, prepared by Quotient’s management, solely because, as described below, (a) certain financial information was given to the Board of Directors and to Houlihan Lokey in connection with Quotient’s efforts to raise debt financing in 2022 (which we refer to as the “Lender Model”), which information was also provided to representatives of Charlesbank at a meeting on December 5, 2022 (see “—  Background of the Merger”) and (b) certain financial information was given to the Board of Directors in connection with its consideration and evaluation of the Merger, to Houlihan Lokey for its use and reliance in connection with the financial analyses presented by Houlihan Lokey to the Board of Directors and Houlihan Lokey’s opinion as discussed in “— Opinion of Houlihan Lokey Capital, Inc.” and to Parent and Charlesbank and certain other parties with which Quotient was engaged in discussions with respect to a potential transaction.

At a meeting of the Board of Directors on February 9, 2023, Quotient’s management provided to the Board of Directors non-public, unaudited financial projections included in Quotient’s long-term strategic plan, which covered the remainder of 2023 and through the fiscal year ended December 31, 2025 (which we refer to as the “ Projections” and, together with the Lender Model, the “Quotient Forecast Information”). The Projections reflected modifications and updates to the Lender Model, including, without limitation, (a) updates to reflect the passage of time and actual financial results during such period, (b) more advanced planning and implementation by Quotient management of growth initiatives that had not been fully reflected in the Lender Model. The

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Projections were used by Houlihan Lokey in its financial analysis of Quotient that was presented to the Board of Directors at the June 15, 2023 meeting. Except as noted below, the Projections were provided to Parent and Charlesbank and to certain other parties with which Quotient engaged in discussions with respect to a potential transaction through the electronic data room on February 16, 2023. Parent and Charlesbank reviewed the Projections with Quotient’s management on several occasions including during the management presentation that took place in Utah on March 22, 2023.

Quotient advised the recipients of the Quotient Forecast Information that its internal financial forecasts are subjective in many respects. The inclusion of the Quotient Forecast Information or of this summary does not constitute an admission or representation by Quotient, Houlihan Lokey or any other person that the information is material, should not be regarded as an indication that the Board of Directors, Houlihan Lokey, Quotient or its management or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Quotient Forecast Information.

The Quotient Forecast Information and the underlying assumptions upon which the Quotient Forecast Information were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of Quotient’s industry and based on actual experience and business developments. The Quotient Forecast Information, while presented with numerical specificity, reflects numerous assumptions with respect to Company performance, industry performance, general business, economic, regulatory, market and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Quotient’s control. The Quotient Forecast Information constitutes forward-looking information and are subject to a wide variety of significant risks and uncertainties, including those described in the section of this proxy statement entitled “Forward-Looking Statements,” that could cause the Quotient Forecast Information or the underlying assumptions to be inaccurate and for actual results to differ materially from the Quotient Forecast Information. As a result, there can be no assurance that the Quotient Forecast Information will be realized or that actual results will not be significantly higher or lower than projected, and the Quotient Forecast Information cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the Quotient Forecast Information covers multiple years, such information by its nature becomes less reliable with each successive year. The Quotient Forecast Information does not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Quotient Forecast Information may have changed since the date the Quotient Forecast Information was prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Quotient Forecast Information will be achieved.

In addition, the Quotient Forecast Information has not been updated or revised to reflect information or results after the date the Quotient Forecast Information was prepared or as of the date of this proxy statement. None of Quotient, Parent or Charlesbank or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Quotient Forecast Information or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error (except, in the case of Quotient, as required by applicable securities laws). These considerations should be taken into account in reviewing the Quotient Forecast Information, which was prepared as of an earlier date.

For the foregoing reasons, and considering that the Special Meeting will be held more than 6 months after the Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Projections set forth below. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other

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information contained in Quotient’s public filings with the SEC. Quotient urges all of its stockholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information.”

The Quotient Forecast Information was not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with United States generally accepted accounting principles (which we refer to as “GAAP”), published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Ernst & Young LLP (which we refer to as “EY”), Quotient’s independent registered public accounting firm nor any other accounting firm, has examined, compiled or performed any procedures with respect to the Quotient Forecast Information and, accordingly, neither EY nor any other accounting firm expresses an opinion or any other form of assurance with respect thereto. The EY report incorporated by reference in this proxy statement relates to Quotient’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

Quotient has not made and makes no representation to any Quotient stockholder or to Parent, Charlesbank or Merger Sub in the Merger Agreement or otherwise concerning the Quotient Forecast Information or regarding Quotient’s ultimate performance compared to the information contained in the Quotient Forecast Information or that the projected results will be achieved.

Quotient’s management prepared the Lender Model with respect to Quotient’s business, as a standalone company, for the remainder of 2022 and through the fiscal year ended December 31, 2025. The following is a summary of the Lender Model, with dollars in millions:

(1)

Adjusted EBITDA, a non-GAAP financial measure, is net income (loss) adjusted for stock-based compensation, depreciation and amortization, interest expense, other (income) expense net, provision for (benefit from) income taxes, and other, which includes impairment of certain long-lived and right-of-use assets, shareholder activism response costs, restructuring charges, expenses related to legal settlements and certain business transformation and strategic initiatives costs.

Quotient’s management prepared the Projections with respect to Quotient’s business, as a standalone company, for the remainder of 2023 and through the fiscal year ended December 31, 2025 , except that unlevered free cash flow was calculated by Houlihan Lokey solely using the prospective financial information included in the Projections, which calculation was reviewed and approved by Quotient’s management for Houlihan Lokey’s reliance and use in connection with the financial analyses presented by Houlihan Lokey to the Board of Directors at the June 15, 2023 meeting.

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The following is a summary of the Projections, with dollars in millions, including certain information related to forecasted federal NOL utilization (which information was not provided in this format to Parent and Charlesbank and to certain other parties with which Quotient engaged in discussions with respect to a potential transaction):

(1)

Adjusted EBITDA, a non-GAAP financial measure, is net income (loss) adjusted for stock-based compensation, depreciation and amortization, interest expense, other (income) expense net, provision for (benefit from) income taxes, and other, which includes impairment of certain long-lived and right-of-use assets, shareholder activism response costs, restructuring charges, expenses related to legal settlements and certain business transformation and strategic initiatives costs.

(2)

Unlevered Free Cash Flow is a non-GAAP measure defined as Adjusted EBITDA, less depreciation and amortization, the pre-interest tax impact, capital expenditures and changes in net working capital, while adding back depreciation and amortization and other cash flow impacts related to impairments.

Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP financial measures within the meaning of the applicable rules and regulations of the SEC, which are financial measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the Quotient Forecast Information) in connection with a proposed transaction like the Merger when the disclosure is included in a document like this proxy statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by Houlihan Lokey for purposes of its financial analysis and opinion or by the Board of Directors in connection with its consideration of the Merger. Accordingly, Quotient has not provided a reconciliation of the non-GAAP financial measures included in the Quotient Forecast Information to the relevant GAAP financial measures.

The Quotient Forecast Information does not take into account the possible financial and other effects on Quotient of the Merger and do not attempt to predict or suggest future results following the Merger. The Quotient Forecast Information does not give effect to the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with completing the Merger, the effect on Quotient of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions that would likely have been

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taken if the Merger Agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Quotient Forecast Information does not take into account the effect on Quotient of any possible failure of the Merger to occur.

Interests of Quotient’s Executive Officers and Directors in the Merger

In considering the recommendation of the Board of Directors that Quotient stockholders approve the transaction and vote in favor of the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, Quotient stockholders should be aware that the executive officers and directors of Quotient have certain interests in the transactions that are or may be different from, or in addition to, the interests of Quotient stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by it, including the Merger, and in making their recommendation that Quotient stockholders adopt the Merger Agreement.

These interests are described in more detail below, and certain of them, including compensation that may become payable in connection with the Merger to named executive officers, which is the subject of a nonbinding, advisory vote of Quotient stockholders, are quantified in the narrative below. For more information, please see the section of this proxy statement entitled “Proposal 2: The Compensation Proposal.” The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur.

For purposes of this disclosure, the named executive officers of Quotient are:

“qualifying termination” means a termination of employment without cause or for good reason (each term as defined in the relevant agreement).

Our non-employee directors hold outstanding unvested RSUs, and we estimate that assuming a closing date of September 1, 2023, the non-employee directors, as a group, would have 290,787 unvested RSUs that would be converted into the right to receive cash, as described below, in an aggregate amount of $1,163,148.

The other Quotient named executive officers for 2022 (Steven Boal, former Chief Executive Officer; Scott Raskin, former President; Pamela Strayer, former Chief Financial Officer and Treasurer; and John Kellerman, former VP of Accounting and former Interim Chief Financial Officer) terminated employment with Quotient prior to June 20, 2023, the date on which Quotient entered into the Merger Agreement, and none of them will receive any benefits based on or otherwise relating to the Merger.

In addition, in connection with the execution of the Merger Agreement, certain of Quotient’s directors and executive officers, solely in their capacity as Quotient’s stockholders, have entered into Voting Agreements with Parent and Merger Sub. Under the Voting Agreements, such directors and executive officers have agreed to vote their shares of Quotient common stock in favor of the adoption of the Merger Agreement and certain other matters.

Treatment of Quotient Equity Awards

Quotient Options, RSUs and PSUs

At the Effective Time, each Company Option outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the

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holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Quotient common stock subject to such Company Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Per Share Price over the exercise price per share of such Company Option. Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled without any action on the part of the holder of such Company Option and without any cash payment being made in respect thereof.

At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash (with any performance-vesting conditions deemed achieved as of immediately prior to the Effective Time at 100% of the target level of performance (which is equal to 100% of the Company PSUs underlying each Company PSU award granted in 2022)), without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company PSU as of immediately prior to the Effective Time.

Executive Severance Arrangements

Each of the named executive officers is party to a change in control and severance agreement with Quotient. These agreements provide that in the event of a qualifying termination during the period beginning 6 months before and ending 12 months following a change in control of Quotient, the named executive officer will be entitled to (a) severance equal to 150% (100% for Ms. Chen, unless such termination occurs between June 10, 2022 and June 10, 2025, which we refer to as the “Retention Period”, in which case her percentage will also be 150%) of the executive’s annual base salary as in effect immediately prior to the executive’s termination date or, if greater, at the level in effect immediately prior to the change in control, (b) a lump-sum payment equal to 150% (100% for Ms. Chen unless such termination occurs during the Retention Period, in which case her percentage will also be 150%) of the executive’s annual bonus for the year of termination at target level, as in effect immediately prior to the executive’s termination date, or if greater, at the level in effect immediately prior to the change in control, (c) a lump sum payment equal to the monthly COBRA premium that the executive would be required to pay to continue group health coverage in effect on the date of the executive’s termination of employment, multiplied by eighteen for Messrs. Krepsik and Khan and twelve for Ms. Chen (unless such termination occurs during the Retention Period, in which case her multiple will also be eighteen) and (d) full acceleration of vesting of the executive’s outstanding equity awards (for awards that are subject to performance-based vesting, all such performance goals and other vesting criteria will be treated as set forth in the underlying award agreement). The foregoing payments are conditional on the executive executing and not revoking a release of claims agreement with Quotient. Each of Messrs. Krepsik and Khan is prohibited for a period of (a) twelve months following termination of employment from competing with Quotient and (b) twelve months following termination of employment from soliciting Quotient’s employees, customers and other persons who conduct business with Quotient.

For an estimate of the value of the severance payments described above that would be payable to Quotient’s named executive officers upon a qualifying termination on September 1, 2023, see the section of this proxy statement entitled “— Quantification of Payments and Benefits to Quotient’s Named Executive Officers.” As further discussed below, we assumed for such calculations that the Merger was consummated and each such

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named executive officer experienced a qualifying termination on September 1, 2023 (which is the assumed date solely for purposes of the golden parachute compensation disclosure discussed in the section of this proxy statement entitled “— Quantification of Payments and Benefits to Quotient’s Named Executive Officers”).

Indemnification Insurance

Pursuant to the terms of the Merger Agreement, Quotient’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of 6 years following the Effective Time under directors’ and officers’ liability insurance policy from the Surviving Corporation. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement — Indemnification and Insurance.”

New Compensation Arrangements

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to the Surviving Corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Parent, any of its affiliates or the Surviving Corporation. As of the date of this proxy statement, no compensation arrangements between such persons and the Surviving Corporation and/or its affiliates have been established or discussed.

Quantification of Payments and Benefits to Quotient’s Named Executive Officers

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the amount of compensation and benefits that is based on or otherwise relates to the Merger that will or may become payable to each of Quotient’s named executive officers, assuming (a) that the Merger was consummated and each such named executive officer experienced a qualifying termination on September 1, 2023 (which is the assumed date solely for purposes of this golden parachute compensation disclosure); (b) a per share price of Quotient common stock of $4.00; (c) that each named executive officer’s base salary rate and annual target bonus remain unchanged from those in effect as of the date of this proxy statement; and (d) equity awards that are outstanding as of September 1, 2023 remain outstanding as of such date. 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, vest irrespective of the Merger prior to September 1, 2023. In addition to the assumptions described in this paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. For purposes of the footnotes to the table below, “double trigger” refers to benefits that require two (2) conditions, which are consummation of the Merger and a qualifying termination. 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 materially differ from the amounts set forth below.

Golden Parachute Compensation

(1)

Cash Severance Payments for Named Executive Officers.

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Each of the named executive officers is party to an agreement that provides for double trigger severance in connection with a change in control. As described in the section “— Interests of Quotient’s Executive Officers and Directors in the Merger —  Executive Severance Arrangements,” each executive is entitled to cash severance consisting of (a) 150% of the executive’s base salary as in effect immediately prior to the executive’s termination date or, if greater, at the level in effect immediately prior to the change in control (the base salary component of severance for the executives are the following amounts: (i) Mr. Krepsik — $750,000, (ii) Mr. Khan — $690,000 and (iii) Ms. Chen — $570,000), and (b) a lump-sum payment equal to 150% of the executive’s annual bonus for the year of termination at target level, as in effect immediately prior to the executive’s termination date, or if greater, at the level in effect immediately prior to the change in control (the bonus component of severance for the executives are the following amounts: (i) Mr. Krepsik — $750,000, (ii) Mr. Khan — $586,500 and (iii) Ms. Chen — $342,000).

(2)

Equity Award Treatment.

As described above in the section of this proxy statement entitled “The Merger Agreement —  Merger Consideration — Treatment of Quotient Equity Awards,” unvested equity awards will be treated as follows and the table below sets forth the accelerated value of each type of equity award held by the named executive officer:

Each Company Option that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of shares of Quotient common stock subject to such Company Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Per Share Price over the exercise price per share of Quotient common stock subject to such Company Option as of the Effective Time. Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled without any action on the part of the holder of such Company Option and without any cash payment being made in respect thereof.

Each Company RSU that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of shares of Quotient common stock subject to such Company RSU as of immediately prior to the Effective Time and (b) the Per Share Price.

Each Company PSU that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of shares of Quotient common stock subject to such Company PSU as of immediately prior to the Effective Time and (b) the Per Share Price (with any performance-vesting conditions deemed achieved as of immediately prior to the Effective Time at 100% of the target level of performance (which is equal to 100% of the Company PSUs underlying each Company PSU award granted in 2022)).

(3)

As described in the section of this proxy statement entitled “— Interests of Quotient’s Executive Officers and Directors in the Merger —  Executive Severance Arrangements,” this amount represents the value of a lump sum payment equal to the monthly COBRA premium that the executive would be required to pay to continue group health coverage in effect on the date of the executive’s termination of employment, multiplied by eighteen.

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(4)

This amount includes the aggregate dollar value of the sum of all amounts reported in the preceding columns. If any of the amounts provided for under the individual’s change in control and severance agreement or otherwise payable to any of the named executive officers would constitute “parachute payments” within the meaning of Section 280G of the United States Internal Revenue Code of 1986 (which we refer to, as amended, as the “Code”) and could be subject to the related excise tax, the named executive officer would be entitled to receive either full payment of his or her benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. Totals may not foot due to rounding.

Financing of the Merger

We anticipate that the total amount of funds necessary to complete the transactions contemplated by the Merger Agreement, and to pay related fees and expenses, will be approximately $500 million. This amount includes funds needed to pay the Required Amount, including to: (a) pay the aggregate consideration in respect of the Quotient common stock (other than the Unconverted Shares), (b) pay the aggregate Equity Award Consideration in respect of the Company Options, Company RSUs and Company PSUs, (c) make payments in connection with repayment of all indebtedness outstanding under the Credit Agreements and (d) pay all fees and expenses required to be paid by the Company, Parent or Merger Sub in connection with the Merger and the Financing.

Parent and Merger Sub have obtained committed Financing consisting of (a) Equity Financing to be provided by Charlesbank pursuant to the terms and conditions of the Equity Commitment Letter and (b) Debt Financing to be provided by the Lender Party pursuant to the terms and conditions of the Debt Commitment Letter. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Quotient copies of the Debt Commitment Letter and the Equity Commitment Letter.

Equity Financing

Pursuant to the Equity Commitment Letter, and subject to the terms and conditions thereof, Charlesbank has committed to capitalize Parent at the Closing with an aggregate equity contribution equal to $153 million, minus the amount of cash held by Parent and its subsidiaries as of the Effective Time that is available for use at the Effective Time as a source of payment by Parent of the Required Amount, for the purpose of funding the Required Amount. The obligations of Charlesbank to provide the Equity Financing under the Equity Commitment Letter are subject only to the following conditions: (a) the satisfaction or waiver by Parent of each of the conditions to the obligations of Parent and Merger Sub to consummate the transactions set forth in the Merger Agreement (other than those conditions that by their nature can only be satisfied at the Closing, but subject to such conditions being capable of and actually being satisfied at the Closing), (b) the satisfaction in full or valid waiver, on or before the Closing, of all the conditions precedent to the funding of the Debt Financing (other than the funding) and the concurrent receipt by Parent and Merger Sub of the net cash proceeds of the Debt Financing (on the terms and subject to the conditions described in the Debt Commitment Letter) and (c) the substantially concurrent closing of the transactions contemplated by the Merger Agreement.

The obligation of Charlesbank to provide the Equity Financing under the Equity Commitment Letter will expire and terminate upon the earlier of: (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing and (c) the commencement by Quotient or any of its subsidiaries of a lawsuit (other than a lawsuit for certain retained claims) against Charlesbank or its related parties for certain claims, subject to the limitations and conditions set forth in the Equity Commitment Letter.

Quotient is an express third-party beneficiary of the Equity Commitment Letter solely (a) for the purpose of specifically enforcing Parent’s right to draw down the Equity Commitment, (b) to the extent the Company is entitled to cause Parent to draw down the Equity Commitment or (c) to prevent amendments or assignments of the Equity Commitment Letter not authorized by the Company, in each case, subject to the limitations and conditions set forth in the Equity Commitment Letter.

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Debt Financing

In addition, in connection with the Merger Agreement, the Lender Party has committed to provide Parent with Debt Financing in an aggregate principal amount that is sufficient, when taken together with the Equity Financing, to pay the Required Amount. The obligations of the Lender Party to provide Debt Financing under the Debt Commitment Letter is subject to a number of customary conditions, including the substantially concurrent consummation of the Merger.

Limited Guaranty

Pursuant to the Limited Guaranty, Charlesbank has agreed to guarantee the due and punctual payment, performance, observance and discharge, when due, of the Guaranteed Obligations, which include: (a) the Parent Termination Fee, (b) certain enforcement expenses payable by Parent, (c) any liability for fraud or any willful breach of the Merger Agreement by Parent or Merger Sub prior to termination of the Merger Agreement and (d) certain indemnification and reimbursement obligations payable by Parent in connection with arrangement of the Debt Financing. The maximum aggregate amount payable by Charlesbank under the Guaranteed Obligations may not exceed the Cap, which is an amount equal to the sum of the Parent Termination Fee plus $2 million.

Subject to specified exceptions, the Limited Guaranty will terminate upon the earliest of the Closing and the date that is 90 days from the date following delivery of any notice of termination of the Merger Agreement by Parent, subject to certain exceptions set forth in the Limited Guaranty.

Closing and Effective Time

The closing of the Merger (which we refer to as the “Closing”) will take place at a closing to occur remotely at 9:00 a.m. New York City time on the date that is two business days after the date on which all conditions to the Closing, which are described below in the section of this proxy statement entitled “The Merger Agreement — Conditions to the Closing of the Merger” (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, location and date as Parent, Merger Sub and Quotient may mutually agree in writing. The date on which the Closing takes place is herein referred to as the “Closing Date.”

Accounting Treatment

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

Appraisal Rights

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached to this proxy statement as Annex E and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that you exercise your appraisal rights under Section 262 of the DGCL.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262 of the DGCL, which is attached hereto as Annex E, particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 of the DGCL for demanding and perfecting appraisal rights may result in the loss of such rights. All references in Section 262 of the DGCL and in this summary to a (a) “stockholder” are to the record holder of shares of Quotient common stock, (b) “beneficial owner” are to a person who is the beneficial owner of shares of Quotient common stock held either in voting trust or by a nominee on behalf of such person and (c) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

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Under Section 262 of the DGCL, stockholders desiring to exercise their right to appraisal must (a) properly submit a written demand for an appraisal of their shares of Quotient common stock to Quotient prior to the stockholder vote on the approval and adoption of the Merger Agreement and the Merger; (b) not submit a proxy or otherwise vote in favor of the approval and adoption of the Merger Agreement and the Merger; (c) hold shares of Quotient common stock upon the making of a demand under clause (a) and continue to hold their shares of Quotient common stock through the effective date of the Merger; (d) not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (e) otherwise meet the criteria and follow the procedures set forth in Section 262 of the DGCL. A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 of the DGCL summarized above, provided that (a) such beneficial owner continuously owns such shares through the effective date of the Merger and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262; and (b) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Quotient under Section 262 of the DGCL and to be set forth on the Verified List (as defined below). The shares of Quotient common stock are currently listed on a national securities exchange, and, assuming such shares remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case) after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Quotient common stock who are otherwise entitled to appraisal rights unless (a) the total number of shares of Quotient common stock entitled to appraisal exceeds 1% of the outstanding shares of Quotient common stock eligible for appraisal; or (b) the value of the aggregate consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000. We refer to these conditions as the “Minimum Conditions.”

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (a) 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 (b) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration offered pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for approval and adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes such notice that appraisal rights are available in connection with the Merger, and the full text of Section 262 of the DGCL is attached to this proxy statement as Annex E. In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Annex E carefully. Failure to comply with the requirements of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the consideration

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offered pursuant to the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Quotient common stock must strictly comply with Section 262 of the DGCL. In addition, a stockholder of record, a beneficial owner or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the effective date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the approval and adoption of the Merger Agreement and the Merger, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the approval and adoption of the Merger Agreement and the Merger, abstain or not vote his, her or its shares. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Filing Written Demand

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to us, before the vote on the approval and adoption of the Merger Agreement and the Merger at the Special Meeting, a written demand for the appraisal of such person’s shares of Quotient common stock. Neither voting against the approval and adoption of the Merger Agreement and the Merger nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement and the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the approval and adoption of the Merger Agreement and the Merger. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the approval and adoption of the Merger Agreement and the Merger at the Special Meeting may constitute a waiver of appraisal rights.

Record Holders

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. If a holder of record is submitting a demand with respect to shares owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of Quotient common stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Quotient common stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Quotient common stock as to which appraisal is sought. Where no number of shares of Quotient common stock is expressly mentioned, the demand will be presumed to cover all shares of Quotient common stock held in the name of the holder of record.

Beneficial Owners

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 of the DGCL summarized above, provided that (a) such beneficial owner continuously owns such shares through the effective date of the Merger and

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otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262 of the DGCL, and (b) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Quotient under Section 262 of the DGCL and to be set forth on the Verified List. Although not expressly required by Section 262 of the DGCL, Quotient reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 of the DGCL with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

All written demands for appraisal pursuant to Section 262 of the DGCL should be mailed or delivered to:

Quotient Technology Inc.

Attention: Secretary

1260 East Stringham Avenue, Sixth Floor

Salt Lake City, Utah 84106

Demands for appraisal may not be submitted by electronic transmission.

Actions After Completion of the Merger

If the Merger is completed, within 10 days after the effective date of the Merger, the Surviving Corporation will notify each holder of Quotient common stock who has made a written demand for appraisal pursuant to Section 262 of the DGCL and who has not voted in favor of the approval and adoption of the Merger Agreement and the Merger, and any beneficial owner who has properly demanded appraisal of the effective date of the Merger. At any time within 60 days after the effective date of the Merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to us a written withdrawal of the demand for appraisal.

Within 120 days after the effective date of the Merger, the Surviving Corporation or any person who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the shares held by all our stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Quotient common stock. Accordingly, any stockholders or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Quotient common stock within the time and in the manner prescribed in Section 262 of the DGCL. The failure of a record holder or beneficial owner of shares of Quotient common stock to file such a petition within the period specified in Section 262 of the DGCL could result in the loss of appraisal rights.

Within 120 days after the effective date of the Merger, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the approval and adoption of the Merger Agreement and the Merger and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving

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Corporation must give this statement to the requesting stockholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a record holder of shares of Quotient common stock or a beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs of these notices shall be borne by the Surviving Corporation.

After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

In addition, assuming Quotient common stock remained listed on a national securities exchange immediately prior to the effective time of the Merger, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all our stockholders who assert appraisal rights unless one of the Minimum Conditions is met.

Determination of Fair Value

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of Quotient common stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 of the DGCL that have the effect of limiting the sum on which interest accrues as described above).

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

Persons considering seeking appraisal should be aware that the fair value of their shares of Quotient common stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the

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Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Quotient common stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration offered pursuant to the Merger Agreement is not an opinion as to, and may not in any manner address, “fair value” under Section 262 of the DGCL. Although we believe that the consideration offered pursuant to the Merger Agreement is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering exercising appraisal rights should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration offered pursuant to the Merger Agreement. Neither Quotient nor Parent anticipates offering more than the consideration offered pursuant to the Merger Agreement to any holder of shares of Quotient common stock exercising appraisal rights, and Quotient and Parent each reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Quotient common stock is less than the Merger Consideration offered pursuant to the Merger Agreement. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, neither of the Minimum Conditions is met (assuming our Quotient common stock remained listed on a national securities exchange immediately prior to the effective time of the Merger) or other requirements imposed by Section 262 of the DGCL to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by the Surviving Corporation or by any person 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 persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262 of the DGCL.

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 made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Subsection (k) of Section 262 of the DGCL. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Quotient common stock under Section 262 of the DGCL fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of Quotient common stock will be deemed to have been converted at the effective time of the Merger into the right to receive the consideration offered pursuant to the Merger Agreement, without interest. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger, neither of the Minimum Conditions is met (assuming our common stock remained listed on a national securities exchange immediately prior to the effective time of the Merger) or if the person delivers to the Surviving Corporation a written withdrawal of the person’s demand for appraisal in accordance with Section 262 of the DGCL.

From and after the effective time of the Merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares of Quotient common stock will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other

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distributions payable to stockholders of record as of a time prior to the effective time of the Merger. If no petition for an appraisal is filed, if neither of the Minimum Conditions is met (assuming our Quotient common stock remained listed on a national securities exchange immediately prior to the effective time of the Merger), or if the person who has made a demand for appraisal delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares within 60 days after the effective date of the Merger in accordance with Section 262 of the DGCL, then the right of such person to an appraisal of such shares will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, no the appraisal proceeding shall be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262 of the DGCL; provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger.

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

Litigation Relating to the Merger

On July 26, 2023, a purported Quotient stockholder filed a complaint in the U.S. District Court for the Southern District of New York against Quotient and the members of the Board of Directors, captioned O’Dell v. Quotient Technology Inc., et al., 23-cv-06464. On July 28, 2023, another purported Quotient stockholder filed a complaint in the U.S. District Court for the Southern District of New York against Quotient and the members of the Board of Directors, captioned Wang v. Quotient Technology Inc., et al., 23-cv-6593. We refer to the complaints referenced in this paragraph as the “Complaints.”

The Complaints assert claims against all defendants under Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, for issuing Quotient’s preliminary proxy statement filed by Quotient on July 14, 2023 (which we refer to as the “Preliminary Proxy”) with allegedly false and misleading statements of material facts and omissions of material facts, and against the individual defendants under Section 20(a) of the Exchange Act for alleged “control person” liability with respect to such allegedly false and misleading statements of material facts and omissions of material facts. The allegations in the Complaints include that the Preliminary Proxy omitted material information regarding Quotient’s financial projections and the analyses performed by Houlihan Lokey. The Complaints seek, among other things: (a) an injunction enjoining the consummation of the Merger; (b) rescission or rescissory damages in the event the Merger Agreement is consummated; (c) direction that defendants account for all damages suffered as a result of any misconduct; (d) costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees; and (e) other relief the court may deem just and proper.

In addition to the Complaints, on July 24 and 25, 2023, four purported Quotient stockholders sent demand letters (which we refer to as the “Demands”) alleging similar deficiencies regarding the disclosures made in the Preliminary Proxy. The Demands also allege that the Preliminary Proxy omitted material information regarding potential conflicts of interest.

Quotient believes that the disclosures set forth in the Preliminary Proxy comply fully with all applicable laws and that the allegations contained in the Complaints and the Demands are meritless. There may be additional lawsuits and shareholder demands arising out of the merger in the future. No assurances can be made as to the outcome the Complaints or the Demands.

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

The following is a general discussion of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders (as defined below) of shares of Quotient common stock whose shares of Quotient common stock are converted into the right to receive cash pursuant to the Merger. This discussion is limited to

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U.S. Holders who hold their shares of Quotient common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. Holders. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the United States Internal Revenue Service (which we refer to as the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, regarding any matter discussed below.

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

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

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

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

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

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

Information Reporting and Backup Withholding

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

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

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder may be refunded or credited against such U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

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

Regulatory Approval Required for the Merger

HSR Act

The Merger is subject to the HSR Act. Each of the parties to the Merger Agreement has agreed, and agreed to cause their affiliates, to (subject to the terms and conditions of the Merger Agreement) take all action reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as promptly as practicable and in any event at least 5 business days prior to the Termination Date.

A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the Federal Trade Commission (which we refer to as the “FTC”) or the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. The parties made the required filings with the FTC and the DOJ on June 30, 2023, and the initial 30-day waiting period expired at 11:59 p.m. Eastern Time on July 31, 2023.

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

Required Vote

The affirmative vote of the holders of a majority of the outstanding shares of Quotient common stock entitled to vote thereon is required for approval of the Merger Agreement Proposal.

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Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting, (b) abstentions and (c) “broker non-votes” (if any) will each have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Shares of Quotient common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Quotient stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Quotient common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors recommends that you vote “FOR” the Merger Agreement Proposal.

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THE MERGER AGREEMENT

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

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

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, in accordance with the DGCL and upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Quotient, the separate existence of Merger Sub will cease and Quotient will be the Surviving Corporation. At the Effective Time, subject to the terms and conditions of the Merger Agreement and the DGCL, all of the property, rights, privileges, powers and franchises of Quotient and Merger Sub will vest in the Surviving Corporation and all of the debts, liabilities and duties of Quotient and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the certificate of incorporation of Quotient will be amended and restated in its entirety to read as set forth in the applicable exhibit attached to the Merger Agreement and will be the certificate of incorporation of the Surviving Corporation, and the bylaws of the Surviving Corporation will be amended and restated in their entirety to be the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, in each case, until thereafter amended.

At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation immediately following the Effective Time, and the officers of Quotient immediately prior to the Effective Time will be the officers of the Surviving Corporation immediately following

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the Effective Time, in each case, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal, in each case as provided in the organizational documents of the Surviving Corporation and by applicable law.

Closing and Effective Time

The Closing will take place at a closing to occur remotely at 9:00 a.m. New York City time on the date that is two business days after the date on which all conditions to the Closing, which are described below in the section of this proxy statement entitled “— Conditions to the Closing of the Merger” (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, location and date as Parent, Merger Sub and Quotient may mutually agree in writing.

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

Merger Consideration

Quotient Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Quotient, Parent, Merger Sub, or the holders of any securities of Quotient or Merger Sub, each share of Quotient common stock that is issued and outstanding as of immediately prior to the Effective Time (other than Unconverted Shares) will be automatically converted into the right to receive cash in an amount equal to $4.00, without interest and subject to any required tax withholding.

Treatment of Quotient Equity Awards

Quotient Options, RSUs and PSUs

At the Effective Time, each Company Option outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Quotient common stock subject to such Company Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Per Share Price over the exercise price per share of such Company Option. Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled without any action on the part of the holder of such Company Option and without any cash payment being made in respect thereof.

At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Company PSU outstanding as of immediately prior to the Effective Time will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become the right to receive an amount in cash (with any performance-vesting conditions deemed achieved as of immediately prior to the Effective Time at 100% of the target level of performance (which is equal to 100% of the Company PSUs underlying each Company PSU award granted in 2022)), without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of shares of Quotient common stock subject to such Company PSU as of immediately prior to the Effective Time.

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Employee Stock Purchase Plan

Except for the offering period in effect under the ESPP as of June 20, 2023, no new offering periods will be authorized or will commence pursuant to the ESPP after June 20, 2023. Following June 20, 2023, no new participants will commence participation in the ESPP. With respect to any contributions accumulated under the ESPP pursuant to an offering period in effect as of June 20, 2023, participants’ rights to purchase Quotient common stock will be exercised no later than the Final Exercise Date. Following June 20, 2023, ESPP participants may not increase their payroll deduction election or contributions to the ESPP or make separate non-payroll contributions to the ESPP, except as may be required by applicable law. The ESPP will terminate immediately prior to the Effective Time, but subsequent to the exercise of purchase rights on the Final Exercise Date. Shares purchased under the ESPP on the Final Exercise Date will be eligible to receive the Merger Consideration provided to holders of Quotient common stock. At the Effective Time, any funds credited under the ESPP that are not used to purchase shares on the Final Exercise Date within the accumulated payroll withholding account for each ESPP participant will be refunded to the applicable participant in accordance with the terms of the ESPP.

Exchange and Payment Procedures

Prior to the Closing, Parent will enter into an agreement (in form and substance reasonably acceptable to Quotient) with a nationally recognized bank or trust company reasonably acceptable to Quotient to act as the payment agent in connection with the Merger (which we refer to as the “Paying Agent”).

At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Paying Agent for payment to the holders of Quotient common stock (other than Unconverted Shares), an amount of cash that is sufficient in the aggregate to pay the aggregate merger consideration payable to the holders of Quotient common stock (other than Unconverted Shares) in accordance with the Merger Agreement (which we refer to as the “Payment Fund”). The Paying Agent will invest any cash included in the Payment Fund as directed by Parent or the Surviving Corporation, subject to certain limitations set forth in the Merger Agreement. To the extent that there are any losses with respect to any investments of the Payment Fund or the Payment Fund is in sufficient to promptly pay the cash amounts to the holders of Quotient common stock (other than Unconverted Shares) in accordance with the Merger Agreement, Parent will, or will cause the Surviving Corporation to, promptly replace or restore the amount of cash in the Payment Fund to ensure that the Payment Fund is at all times fully available for distribution and maintained at a level sufficient for the Paying Agent to make the payments contemplated by the Merger Agreement. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation as Parent directs.

Promptly after the Effective Time (and in any event within 3 business days), Parent and the Surviving Corporation will cause the Paying Agent to mail to each holder of record as of immediately prior to the Effective Time of a certificate (which we refer to as a “Certificate”) that immediately prior to the Effective Time represented issued and outstanding Quotient common stock (other than Unconverted Shares), (i) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate will be entitled to receive in exchange therefor the Merger Consideration for each share of Quotient common stock formerly represented by such Certificate, and the Certificate so surrendered will be cancelled.

The Paying Agent will issue and deliver to each holder of uncertificated shares of Quotient common stock (which we refer to as “Uncertificated Shares”) instructions for effecting the surrender of the Uncertificated Shares in exchange for the Merger Consideration payable with respect thereto. No holder of Uncertificated Shares will be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the

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Merger Consideration that such holder is entitled to receive pursuant to Merger Agreement. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), such holder of Uncertificated Shares will be entitled to receive in exchange therefor the Merger Consideration for each share of Quotient common stock formerly represented by such Uncertificated Shares, and the transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares. All cash paid upon the surrender for exchange of Certificates or Uncertificated Shares in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Quotient common stock formerly represented by such Certificates or Uncertificated Shares.

If payment of the Per Share Price is to be made to a person other than the person in whose name the surrendered Certificate or transferred Uncertificated Share is registered, it will be a condition of payment that (a) the person requesting such exchange present proper evidence of transfer or will otherwise be in proper form for transfer and (b) the person requesting such payment will have paid any transfer and other taxes required by reason of the payment of the Per Share Price to a person other than the registered holder of such Certificate or Uncertificated Share surrendered or will have established to the reasonable satisfaction of Parent that such tax either has been paid or is not applicable. Until surrendered or transferred as contemplated by the Merger Agreement, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect of shares of Quotient common stock theretofore represented by such Certificate or Uncertificated Shares, as applicable.

If any Certificates have been lost, stolen or destroyed, the Paying Agent will issue in exchange therefor, upon the making of an affidavit of that fact by the holder of such Certificate, the Per Share Price payable in respect of such Certificates. Parent or the Paying Agent may, in its reasonable discretion and as a condition precedent to the payment of such Per Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such reasonable amount as it may direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Any portion of the Payment Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares on the date that is one year after the Effective Time will be delivered to Parent (or the Surviving Corporation as directed by Parent) upon demand, and any holders of shares of Quotient common stock that were issued and outstanding immediately prior to the Effective Time who have not surrendered or transferred their Certificates or Uncertificated Shares will solely look to Parent for payment of the Per Share Price (without interest) payable in respect of the shares of Quotient common stock represented by such Certificates or Uncertificated Shares (subject to abandoned property, escheat or similar law). Any amounts remaining unclaimed by holders of any such Certificates or Uncertificated Shares 2 years after the Effective Time, or at such earlier date as is immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any governmental authority, will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any such holders (and their successors, assigns or personal representatives) previously entitled thereto.

Withholding

Each of the Paying Agent, Parent, Quotient and the Surviving Corporation (without duplication) will be entitled to deduct and withhold from any cash amounts payable pursuant to the Merger Agreement to any holder or former holder of Quotient common stock, Company Options, Company RSUs and Company PSUs such amounts as are required to be deducted or withheld therefrom pursuant to any law in respect of taxes. To the extent that such amounts are so deducted or withheld and paid over to the appropriate governmental authority, such deducted or withheld amounts will be treated for all purposes of the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid in satisfaction of the corresponding obligations under the Merger Agreement.

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Representations and Warranties

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

Some of the representations and warranties in the Merger Agreement made by Quotient are qualified as to materiality or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any condition, change, event or development (each of which we refer to as an “Effect”) that, individually or in the aggregate, (a) has or would be reasonably expected to have a material adverse effect on the business, financial condition or results of operations of Quotient and its subsidiaries, taken as a whole (which we refer to as “Company Operations Material Adverse Effect”), or (b) would be expected to prevent or delay beyond the Termination Date the consummation of the transactions contemplated by the Merger Agreement; provided, that, with respect to a Company Operations Material Adverse Effect only, none of the following, and no Effect arising out of, relating to or resulting from the following (in each case, by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred (subject to the limitations set forth below):

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except, in each case of matters in the first, second, third, fourth, fifth, sixth, tenth, eleventh and twelfth bullets above to the extent that such conditions, changes, events, effects or developments have had a materially disproportionate adverse effect on Quotient relative to other companies operating in the industries in which Quotient and its subsidiaries conduct business, in which case only the incremental materially disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred.

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

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

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

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Conduct of Business Pending the Merger

During the period from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time (which we refer to as the “Pre-Closing Period”), Quotient has agreed to, and agreed to cause its subsidiaries to, use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business, and preserve intact in all material respects its significant commercial relationships with third parties, except as expressly contemplated by the Merger Agreement, as set forth in the confidential disclosure letter to the Merger Agreement, as required by applicable law, as approved by Parent in writing or as necessary or advisable in response to COVID-19 and any law, directive or guidelines promulgated by any governmental authority in response to COVID-19.

Quotient has also agreed that, subject to certain exceptions, during the Pre-Closing Period, it will not, and will not permit any of its subsidiaries, to:

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No Solicitation

From the date of the Merger Agreement until the Effective Time (or the earlier termination of the Merger Agreement), Quotient has agreed not to, and to cause its subsidiaries and representatives not to, directly or indirectly:

Quotient has agreed to request the prompt return or destruction of all non-public information of Quotient and its subsidiaries furnished to any such person with whom a confidentiality agreement was entered into in connection with its consideration of an Acquisition Transaction at any time within the 6 month period immediately preceding the date of the Merger Agreement. Quotient has also agreed, and to cause its subsidiaries and use its reasonable best efforts to cause its representatives to immediately cease, (a) any solicitations, discussions or

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negotiations with any person in connection with an Acquisition Proposal that exists as of the date of the Merger Agreement, (b) all access of any person to any electronic data room maintained by Quotient with respect to the transactions, and (c) providing any further information with respect to Quotient or any Acquisition Proposal to any such person or its representatives.

From the date of the Merger Agreement until the Effective Time (or the earlier termination of the Merger Agreement), Quotient has agreed to enforce, and will not be permitted to waive, terminate or modify any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Board of Directors (or any committee thereof), unless the Board of Directors (or any committee thereof) determines in good faith, after consultation with financial advisors and outside legal counsel, that failure to take such action would reasonably likely to be inconsistent with its fiduciary duties under applicable law.

Notwithstanding the foregoing restrictions, until the adoption of the Merger Agreement by Quotient stockholders (or the earlier termination of the Merger Agreement), Quotient and the Board of Directors (or any committee thereof) may, directly or indirectly, through one or more of their representatives participate or engage in discussions or negotiations with, furnish any information relating to Quotient or any of its subsidiaries to, or afford access to the business, properties, assets, books, records or personnel, of Quotient or any of its subsidiaries pursuant to an Acceptable Confidentiality Agreement to any person or its representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of the Merger Agreement, and otherwise facilitate such Acquisition Proposal or assist such person (and its representatives and financing sources) with such Acquisition Proposal if requested by such person, if, subject to complying with certain procedures, the Board of Directors (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel) either constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal.

From the date of the Merger Agreement until the Effective Time (or the earlier termination of the Merger Agreement), Quotient has agreed to, as promptly as reasonably practicable notify Parent if any Acquisition Proposal or any bona fide offers or proposals that could reasonably be expected to lead to an Acquisition Proposal are received by the Company or any of its representatives. Such notice must include:

Quotient has also agreed to keep Parent reasonably informed, on a prompt basis, of the status and terms of any such Acquisition Proposal or bona fide offers or proposals (including any amendments thereto) and the status of any related discussions or negotiations.

“Acceptable Confidentiality Agreement” means any confidentiality agreement (a) executed, delivered and effective after the date of the Merger Agreement and containing terms that are not materially less favorable in the aggregate to Quotient than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not contain any “standstill” or similar provision or otherwise prohibit the making of any Acquisition Proposal or (b) in effect as of the Merger Agreement

“Acquisition Proposal” any bona fide written offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction.

“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving (a) any direct or indirect purchase or other acquisition by any person or group, whether from Quotient

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or any other person(s), of shares of Quotient common stock representing more than 15% of Quotient common stock outstanding after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or group that, if consummated in accordance with its terms, would result in such Person or Group beneficially owning more than 15% of Quotient common stock outstanding after giving effect to the consummation of such tender or exchange offer; (b) any direct or indirect purchase, exclusive license or other acquisition by any person or group, or stockholders of any such person or group, of more than 15% of the consolidated assets, net revenue or net income of Quotient and its subsidiaries taken as a whole (measured by the fair market value thereof as determined in good faith by the Board of Directors); (c) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving Quotient or any of its subsidiaries pursuant to which any person or group, or stockholders of any such person or group, would hold, directly or indirectly, shares of Quotient common stock representing more than 15% of the equity interests of the surviving or resulting entity of such transaction after giving effect to the consummation of such transaction; or (d) any combination of the foregoing.

“Confidentiality Agreement” means, collectively, the (a) Nondisclosure Agreement, dated as of January 23, 2023, by and among Quotient and Parent, (b) Amended and Restated Mutual Non-Disclosure Agreement, dated December 1, 2022, by and among Quotient, Charlesbank Equity Fund X, Limited Partnership and Charlesbank, as amended by that First Amendment dated December 9, 2022 and Second Amendment dated May 27, 2023 and (iii) Clean Team Confidentiality Agreement, dated as of March 17, 2023, by and among Quotient, Parent and Charlesbank, as amended by the Amendment to Clean Team Confidentiality Agreement, dated as of June 6, 2023.

“Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction on terms that the Board of Directors (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel), would be more favorable, from a financial point of view, to Quotient stockholders (in their capacity as such) than the Merger (taking into account any revisions to the Merger Agreement made or proposed in writing by Parent, in a binding and irrevocable manner, prior to the time of such determination), taking into account any legal, regulatory, financial, timing, financing and other aspects of such proposal that the Board of Directors (or a committee thereof) considers relevant. For purposes of the reference to an “Acquisition Proposal” in this definition, all references to (i) “15%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%” and (ii) the “Quotient common stock outstanding” (by vote or economic interests) shall be deemed to be references to “the aggregate voting power of Quotient or the economic ownership of Quotient.”

The Board of Directors’ Recommendation; Change of Recommendation

As described in this proxy statement, and subject to the provisions described below, the Board of Directors has made the recommendation that Quotient stockholders vote to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a Company Board Recommendation Change, except as described below.

Until the earlier of the termination of the Merger Agreement and the adoption of the Merger Agreement by Quotient stockholders, neither the Board of Director nor any committee thereof will:

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Until the earlier of the termination of the Merger Agreement and the adoption of the Merger Agreement by Quotient stockholders:

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Subject to the terms and conditions of the Merger Agreement, nothing in the Merger Agreement will prevent Quotient or the Board of Directors (or a committee thereof) from (a) taking and disclosing to Quotient stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication in connection with the making or amendment of a tender offer or exchange offer), (b) making a customary “stop-look-and-listen” communication to Quotient stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication) or from making disclosures to Quotient stockholders required by applicable securities laws with regard to the transactions contemplated by the Merger Agreement or an Acquisition Proposal.

For purposes of the Merger Agreement, a factually accurate public statement by Quotient or the Board of Directors (or a committee thereof) that describes Quotient’s receipt of an Acquisition Proposal, the identity of the person making such Acquisition Proposal, the material terms of such Acquisition Proposal and the operation of the Merger Agreement with respect thereto will not be deemed to be a Company Board Recommendation Change.

“Intervening Event” means any positive change, event, effect, development or circumstance that (a) was not known or reasonably foreseeable to the Board of Directors on the date of the Merger Agreement (or, if known by the Board of Directors, the consequences of which were not known or reasonably foreseeable by the Board of Directors as of the date of the Merger Agreement) and (b) does not relate to any (i) any Acquisition Proposal or (b) the mere fact, in and of itself, that Quotient meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date hereof, or changes after the date hereof in the market price or trading volume of Quotient common stock or the credit rating of Quotient (it being understood that the underlying cause of any of the foregoing in (b)  may be considered and taken into account).

Employee Benefits

Parent will cause the Surviving Corporation and its subsidiaries to provide to each employee of Quotient and its subsidiaries who continues to be employed by the Parent or any of its subsidiaries (which we refer to, each, as a “Continuing Employee”):

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Parent will cause the Surviving Corporation and its subsidiaries to use reasonable commercial efforts to (a) recognize each Continuing Employee’s service with Quotient and its subsidiaries and their respective predecessors prior to the Closing Date for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual, equity or equity-based incentive compensation and severance entitlement or termination pay) under any applicable employee benefit plan available to the Continuing Employee after the Effective Time (which we refer to, each, as a “New Plan”), subject to customary exclusions, (b) cause any preexisting condition limitations, eligibility waiting periods, evidence of insurability requirements and actively-at-work or similar requirements under any applicable New Plan providing health and welfare benefits to be waived with respect to the Continuing Employees and their covered dependents, (c) for New Plans that provide medical, dental, pharmaceutical or vision benefits, give Continuing Employees and their covered dependents credit, for the plan year in which such Continuing Employee or covered dependent is first eligible to participate in such New Plan, towards applicable deductibles, coinsurance and maximum out-of-pocket expense requirements for any co-payments or deductibles incurred by the Continuing Employee or covered dependent under a Quotient plan as if such amounts had been paid in accordance with the New Plan and (d) with respect to any New Plan that is a flexible spending account plan, give each Continuing Employee credit for any unused balance in the account of such Continuing Employee under the Quotient flexible spending account plan.

With respect to each of Quotient’s annual cash incentive plans (which we refer to, each, as a “Company Incentive Plan”), for fiscal year 2023, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) pay to each Continuing Employee who remains employed with Parent, the Surviving Corporation or their respective affiliates through the applicable annual bonus payment date, at the same time or times that Parent, the Surviving Corporation or their applicable affiliate pays annual bonuses in respect of such fiscal year to other similarly situated employees thereof, but in no event later than March 15 immediately after the end of such fiscal year, a bonus for such fiscal year in an amount equal to the annual bonus that such Continuing Employee would have been entitled to receive under the applicable Company Incentive Plan based on actual level of achievement of the applicable performance criteria for such fiscal year.

Effective as of no later than the day immediately preceding the Closing Date, the Company will cause its 401(k) plan to be terminated. The Continuing Employees will be permitted to roll over distributions from the Company’s 401(k) plan, including outstanding loans under the 401(k) plan, to a qualified retirement plan sponsored by Parent or one of its affiliates.

Financing

Parent has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange and obtain the Financing on the terms and conditions described in the Equity Commitment Letter and Debt Commitment Letter (which we refer to as the “Commitment Letters”), including using its reasonable best efforts to (a) maintain in effect the Commitment Letters in accordance with the terms and subject to the conditions thereof; (b) satisfy on a timely basis all conditions to funding that are applicable to and within the control of Parent in the Commitment Letters; (c) consummate the Financing at or prior to the Closing; and (d) if all conditions to Financing are, or upon funding of Debt Financing will be, satisfied, cause the other parties to the Commitment Letters to comply with their obligations thereunder and to fund at or prior to the Closing, the Financing required to satisfy the Required Amount.

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In the event that all or any portion of Debt Financing becomes unavailable and such portion is reasonably required to fund the Required Amount (after taking into account amounts available under the Equity Financing, any remaining Debt Financing and other cash available to Quotient), Parent has agreed to use its reasonable best efforts to arrange and obtain, as promptly as practicable, substitute financing (on terms and conditions that are not less favorable to Parent than the terms and conditions set forth in the Debt Commitment Letter in effect as of the date of the Merger Agreement relating to the Debt Financing to be replaced from the same or alternative sources in an amount sufficient after taking into account amounts available under the Equity Financing, any remaining Debt Financing and other cash available to the Company), to fund the Required Amount (which we refer to as the “Alternate Debt Financing”). In the event that Parent proceeds with any Alternative Debt Financing, Parent will be subject to the same obligations with respect to such Alternative Debt Financing as set forth in the Merger Agreement with respect to the Debt Financing.

Parent has agreed to inform Quotient, upon its reasonable request, on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Financing (including providing Quotient with copies of all definitive agreements related to the Financing). Parent has agreed to give Quotient reasonably prompt notice (a) upon having knowledge of any actual breach or default by any Debt Financing sources under or in respect of any of Debt Commitment Letter or any termination of any of the Debt Commitment Letter and (b) if for any reason Parent or Merger Sub believe in good faith that they will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letters or the definitive agreements relating to the Financing.

It is not a condition to the Closing or to any of the other obligations under the Merger Agreement that Parent and Merger Sub obtain the Debt Financing.

Cooperation as to Debt Financing

Quotient has agreed to use its reasonable best efforts, and to cause each of its subsidiaries and their respective officers, employees and advisors, to use their respective reasonable best efforts, to provide Parent with all customary cooperation as is reasonably requested by Parent to arrange, syndicate and obtain the Debt Financing, including using reasonable best efforts in:

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Notwithstanding the foregoing or anything to the contrary set forth in this section of this proxy statement, neither Quotient nor any of its subsidiaries will be required to:

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In the event the Closing does not occur, promptly upon request by Quotient, Parent will reimburse Quotient and its subsidiaries or their respective representatives for any reasonable and documented out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees) incurred by Quotient, its subsidiaries or any of their representatives in connection with the cooperation or obligations of Quotient, its subsidiaries and their representatives contemplated in this section of this proxy statement other than (a) any ordinary course amounts payable to employees of Quotient and its subsidiaries with respect to services provided prior to the Closing and (b) any amounts incurred in connection with the preparation of historical financial statements and payoff letters referenced in the section of this proxy statement entitled “— Termination of Credit Agreements.”

Parent and Merger Sub have agreed to indemnify and hold harmless Quotient, its subsidiaries and their respective from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable and out-of-pocket attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Debt Financing contemplated in this section of this proxy statement entitled “— Cooperation as to Certain Indebtedness” or the provision of information utilized in connection therewith (except to the extent that any of the foregoing arises from the bad faith, gross negligence, actual fraud, or willful misconduct of any such person or arises from information provided in writing by or on behalf of Quotient or its representatives specifically for use in connection with the Debt Financing).

Termination of Credit Agreements

With respect to the indebtedness under the Credit Agreements, Quotient has agreed to, not less than 3 business days prior to the Effective Time, deliver to Parent payoff letters in customary and draft form from the lenders with respect to the Company Credit Agreements, stating the amounts required to be paid to satisfy in full all obligations thereunder and to effect the release of any related guarantees, liens or other security interests (subject to the payment thereof at the Effective Time) with the final executed copies to be delivered to Parent not less than 1 Business Day prior to the Effective Time.

At or prior to the Effective Time, Parent has agreed to provide (or cause to be provided) to Quotient funds in an amount equal to the amount necessary for Quotient to repay and discharge in full all amounts outstanding pursuant to the indebtedness under the Credit Agreements. Quotient has agreed that upon the receipt thereof, substantially concurrently with the Effective Time, it will pay and discharge the indebtedness under the Credit Agreements. This section of this proxy statement is subject to the last paragraph of the section of this proxy statement entitled “— Cooperation as to Debt Financing.”

Indemnification and Insurance

The Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) honor and fulfill, in all respects, the obligations of Quotient and its subsidiaries pursuant to any indemnification agreements between Quotient and any of its subsidiaries or affiliates, on the one hand, and any of their respective current or former directors, officers, employees or agents and each of their heirs, executors and

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administrators (and any person who becomes a director, officer, employee or agent of Quotient or any of its subsidiaries prior to the Effective Time and each of their heirs, executors and administrators), on the other hand. In addition, during the period commencing at the Effective Time and ending on the 6th anniversary of the Effective Time, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) cause the organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the organizational documents of the subsidiaries of Quotient, as of the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.

In addition, during the period commencing at the Effective Time and ending on the 6th anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable law, and any of its subsidiaries or affiliates in effect on the date of the Merger Agreement, each current or former director or officer of Quotient or any of its subsidiaries prior to the Effective Time who is entitled to indemnification pursuant to the organizational documents of Quotient or its subsidiaries (which we refer to, together with such person’s heirs, executors and administrators, as an “Indemnified Person” and, collectively, the “Indemnified Persons”) from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such legal proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (a) the fact that an Indemnified Person is or was a director or officer of Quotient or such subsidiary or affiliate; (b) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director or officer of Quotient or any of its subsidiaries or other affiliates, or taken at the request of Quotient or such subsidiary or affiliate (including in connection with serving at the request of Quotient or such subsidiary or affiliate as a director, officer, trustee or fiduciary of another person (including any employee benefit plan)), to the extent that such action or omission, or alleged action or omission, occurred prior to or at the Effective Time; and (c) the Merger, as well as any actions taken by Quotient, Parent or Merger Sub with respect thereto, except that if, at any time prior to the 6th anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this section of this proxy statement, then the claim asserted in such notice will survive the 6th anniversary of the Effective Time until such claim is fully and finally resolved.

During the period commencing at the Effective Time and ending on the 6th anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain in effect Quotient’s current directors’ and officers’ liability and similar insurance (which we refer to as “D&O Insurance”) in respect of acts or omissions occurring at or prior to the Effective Time on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are equivalent to those of the D&O Insurance. However, the Surviving Corporation will not be obligated to pay annual premiums in excess of 300% of the amount paid by Quotient for coverage for its last full fiscal year (such 300% amount, we refer to as the “Maximum Annual Premium”). If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Quotient’s current directors’ and officers’ liability insurance carrier. In satisfaction of the foregoing obligations, prior to the Effective Time, Quotient may purchase a prepaid “tail” policy with respect to the D&O Insurance from an insurance carrier with the same or better credit rating as Quotient’s current directors’ and officers’ liability insurance carrier so long as the aggregate cost for such “tail” policy does not exceed the Maximum Annual Premium. If Quotient elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain such “tail” policy in full force and effect for a period of no less than 6 years after the Effective Time and continue to honor its obligations thereunder. If Quotient is unable to obtain the “tail” policy and Parent or the Surviving Corporation are unable to obtain the insurance described in this section of this proxy statement for an annual cost

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less than or equal to the Maximum Annual Premium, Parent will cause the Surviving Corporation to, instead obtain as much comparable insurance as possible for an aggregate annual premium equal to the Maximum Annual Premium.

The obligations under this section of this proxy statement may not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person other person who is a beneficiary under the D&O Policy or the “tail” policy (and such person’s heirs and representatives) without the prior written consent of such affected Indemnified Person or other person.

Stockholder Meeting

Quotient has agreed, subject to the provisions described in the section of this proxy statement entitled “— No Solicitation,” to take all action necessary in accordance with the DGCL, Quotient’s charter and the bylaws and the rules of NYSE to establish a record date for, duly call, give notice of, convene, and hold a meeting of its stockholders as promptly as reasonably practicable following the sending of this proxy statement; provided, that in no event will Quotient be required to hold such meeting prior to the 30th day following the mailing of this proxy statement. Subject to certain terms and conditions in the Merger Agreement, Quotient has also agreed to use its reasonable best efforts to solicit proxies to obtain the approval by Quotient stockholders of the Merger Agreement Proposal.

Transaction Litigation

Quotient has agreed to provide Parent, before the Effective Time, with prompt notice of all Transaction Litigation (including by providing copies of all pleadings with respect thereto) and to keep Parent reasonably informed with respect to the status thereof. Quotient is required to (a) give Parent the opportunity to participate in (but not control) the defense, settlement or prosecution of any Transaction Litigation; and (b) consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation. Quotient may not compromise or settle any Transaction Litigation unless Parent has consented thereto in writing (which consent will not be unreasonably withheld, conditioned or delayed). For purposes of this section of the proxy statement, “participate” means that Quotient will keep Parent reasonably apprised of the proposed strategy and other significant decisions with respect to any Transaction Litigation (to the extent that the attorney-client privilege or attorney work product is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which Quotient will consider in good faith, but Parent will not be afforded decision-making power or authority.

Regulatory Approvals and Related Matters

Subject to the terms and conditions of the Merger Agreement, each of Quotient and Parent has agreed to:

In addition, each of Parent, Merger Sub and Quotient have agreed to (and agreed to cause their respective subsidiaries and affiliates to):

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The parties have agreed that in connection with obtaining clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations pursuant to the HSR Act, in no event will:

Parent and Merger Sub have agreed not to, and to cause each of their Subsidiaries and Charlesbank not to enter into, agree to enter into, or consummate any contracts or arrangements for an acquisition (by stock purchase, merger,

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consolidation, purchase of assets, license or otherwise) of any ownership interest, equity interests, assets or rights in or of any person, or take any other actions that would reasonably be expected to, individually or in the aggregate:

Other Covenants

The Merger Agreement contains other covenants relating to seeking third party consents, anti-takeover laws, access to information, matters related to Section 16 of the Exchange Act, public statements and disclosure and stock exchange delisting and deregistration.

Conditions to the Closing of the Merger

The obligations of each party to consummate the Merger are subject to the satisfaction (or waiver where permissible pursuant to applicable law) at or prior to the Closing, of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent where permissible pursuant to applicable law) at or prior to the Closing of each of the following additional conditions:

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In addition, the obligation of Quotient to consummate the Merger is subject to the satisfaction (or waiver by Quotient where permissible pursuant to applicable law) at or prior to the Closing of each of the following additional conditions:

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Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Closing in the following ways (with the party desiring to terminate the Merger Agreement giving prompt written notice of such termination to the other party setting forth in reasonable detail the provision pursuant to which the Merger Agreement is being terminated):

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Termination Fees; Expense Reimbursement

Parent will be entitled to receive a termination fee of $13.59 million from Quotient (which we refer to as the “Company Termination Fee”) if the Merger Agreement is validly terminated:

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In the event that the Merger Agreement is terminated by Quotient or Parent pursuant to the Special Meeting Termination Right, then Quotient will reimburse Parent and its affiliates for all of their reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to Parent and Merger Sub and their affiliates) incurred by Parent, Merger Sub and their affiliates or on their behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as, the “Parent Expenses”), up to a maximum amount of $4.563 million; provided, that the payment by Quotient of the Parent Expenses, (a) will not relieve Quotient of any subsequent obligation to pay the Company Termination Fee in the event of an Acquisition Transaction Scenario and (b) will not relieve Quotient from any liability or damage resulting from fraud or any willful breach of the Merger Agreement.

Quotient will be entitled to receive a termination fee of $29.445 million from Parent (which we refer to as the “Parent Termination Fee”) if the Merger Agreement is validly terminated:

Neither Quotient nor Parent will be required to pay the Company Termination Fee or the Parent Termination Fee, respectively, on more than one occasion.

If either Quotient or Parent fails to promptly pay the Company Termination Fee or Parent Termination Fee, as applicable, and either Quotient or Parent, as applicable, commences a legal proceeding that results in a judgment against the other party for the payment of the applicable termination fee or any portion thereof, the payor party must pay the payee party its out-of-pocket costs and expenses (including attorneys’ fees) in connection with such legal proceeding, together with interest on such amount or portion thereof at the prime rate as published in The Wall Street Journal in effect on the date such payment or portion thereof was required to be made through the date such payment or portion thereof was actually received, or such lesser rate as is the maximum permitted by applicable law.

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Specific Performance

The parties have agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform the provisions of the Merger Agreement (including any party failing to take such actions as are required of it under the Merger Agreement in order to consummate the Merger Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties have agreed that, subject to the limitations set forth in the next sentence, they will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. The parties have agreed that Quotient will be entitled to an injunction, specific performance or other equitable remedy to enforce the terms of the Equity Commitment Letter against Parent and to cause the Equity Financing to be funded and to cause Parent to effect the Closing, in each case, only if (a) all of the conditions described in the section of this proxy statement entitled “— Conditions to the Closing of the Merger” have been satisfied (other than those conditions that by their terms or nature are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived by Parent, (b) the Debt Financing has been or would be funded at the Closing assuming the Equity Financing is funded, (c) Quotient has confirmed in writing that if specific performance is granted and the Financing is funded, then it stands ready, willing and able to consummate the Closing and (d) Parent fails to consummate the Closing on or prior to the later of the date the Closing should have occurred and 2 business days following the delivery of such Company confirmation.

The parties have agreed not to raise any objections to (a) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of the Merger Agreement by Quotient, on the one hand, or Parent and Merger Sub, on the other hand; and (b) the specific performance of the terms and provisions of the Merger Agreement or the Equity Commitment Letter to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of Parent and Merger Sub pursuant to the Merger Agreement or to cause the Equity Financing to be timely completed in accordance with and subject to the terms and conditions set forth in the Equity Commitment Letter.

Any party seeking an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security. The parties have agreed that (a) by seeking the remedies provided for in this section of this proxy statement, a party will not in any respect waive its right to seek any other form of relief that may be available to a party under the Merger Agreement, and (b) nothing set forth in this section of this proxy statement will require any party to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance prior or as a condition to exercising any termination right (and pursuing damages after such termination), nor will the commencement of any legal proceeding pursuant to this section of this proxy statement or anything set forth in this section of this proxy statement restrict or limit any party’s right to terminate the Merger Agreement in accordance with the terms of the Merger Agreement or pursue any other remedies under the Merger Agreement that may be available then or thereafter.

The parties have agreed that, if prior to the Termination Date a party initiates legal proceeding to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, then the Termination Date will be automatically extended by (a) the amount of time during which such legal proceeding is pending plus 20 business days; or (b) such other time period established by the court presiding over such legal proceeding.

Expenses

Except as otherwise provided in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the Merger will be paid by the party incurring such fees and expenses whether or not the

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Merger is consummated. Parent or the Surviving Corporation will be responsible for all fees and expenses of the Payment Agent. Except as otherwise described under the section of this proxy statement entitled “— Exchange and Payment Procedures,” Parent will timely pay or cause to be paid all transfer, registration, stamp, documentary, sales, use, gains, real property transfer and other similar taxes or fees (including any penalties and interest thereon) arising out of or in connection with the consummation of the Merger.

Amendments and Waivers

Subject to applicable law and subject to the other provisions of the Merger Agreement, the Merger Agreement may be amended by the parties at any time by execution of an instrument in writing signed on behalf of each of Parent, Merger Sub and Quotient (pursuant to authorized action by the Board of Directors (or a committee thereof)), except that in the event that Quotient has received the adoption of the Merger Agreement by Quotient stockholders, no amendment may be made to the Merger Agreement that requires the approval of Quotient stockholders pursuant to the DGCL without such approval. Select provisions relating to the Debt Financing sources may not be amended, modified or altered in any manner materially adverse to any Debt Financing source without the prior written consent of such Debt Financing source.

At any time and from time to time prior to the Effective Time, Parent and Quotient may, to the extent legally allowed and except as otherwise set forth in the Merger Agreement, (a) extend the time for the performance of any of the obligations or other acts of the other party, as applicable law; (b) waive any inaccuracies in the representations and warranties of the other party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement; and (c) subject to the requirements of applicable, waive compliance by the other party with any of the agreements or conditions contained in the Merger Agreement applicable to such party. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed by such party.

Governing Law

The Merger Agreement and all actions, proceedings, causes of action, claims or counterclaims based upon, arising out of or relating to the Merger Agreement, or the actions of Parent, Merger Sub or Quotient in the negotiation, administration, performance and enforcement thereof are governed by Delaware law.

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PROPOSAL 2: THE COMPENSATION PROPOSAL

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Quotient is required to submit a proposal to Quotient stockholders to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Quotient’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the Compensation Proposal). This compensation is summarized in the section entitled “Proposal 1: Adoption of the Merger Agreement — Interests of Quotient’s Executive Officers and Directors in the Merger.” The Board of Directors encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this proxy statement. Accordingly, Quotient is asking you to approve the following resolution:

RESOLVED, that the stockholders of Quotient approve, on a nonbinding, advisory basis, the compensation that will or may become payable to Quotient’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “Proposal 1: Adoption of the Merger Agreement — Interests of Quotient’s Executive Officers and Directors in the Merger.”

The vote on this Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve the Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Quotient. Accordingly, if the Merger Agreement Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.

Required Vote

The affirmative vote of the holders of the shares of Quotient common stock representing a majority of the voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting will have no effect on the outcome of the Compensation Proposal, (b) abstentions will have the same effect as a vote “AGAINST” the Compensation Proposal and (c) “broker non-votes” (if any) will have no effect on the outcome of the Compensation Proposal. Shares of Quotient common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Quotient stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Quotient common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors recommends that you vote “FOR” the Compensation Proposal.

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PROPOSAL 3: THE ADJOURNMENT PROPOSAL

We are asking you to approve a proposal to adjourn the Special Meeting from time to time to a later date or dates if necessary or appropriate, as determined in good faith by the Board of Directors, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the Adjournment Proposal). If Quotient stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting time to time and use the additional time to solicit additional proxies, including soliciting proxies from Quotient stockholders that have previously returned properly executed proxies voting against the Merger Agreement Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, we could adjourn the Special Meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of those shares to change their votes to votes in favor of the Merger Agreement Proposal. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting. Under our bylaws, the chairman of the meeting also has the authority to unilaterally adjourn the Special Meeting.

Required Vote

The affirmative vote of the holders of the shares of Quotient common stock representing a majority of the voting power present in person or represented by proxy at the Special Meeting and entitled to vote is required for approval of the Adjournment Proposal.

Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting will have no effect on the outcome of the Adjournment Proposal, (b) abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and (c) “broker non-votes” (if any) will have the same effect as a vote “AGAINST” the Adjournment Proposal. Shares of Quotient common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Quotient stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Quotient common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors recommends that you vote “FOR” the Adjournment Proposal.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2023, except as otherwise indicated, certain information regarding beneficial ownership of Quotient common stock (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of Quotient common stock, (b) by each director and nominee for director, (c) by Quotient’s Named Executive Officers and (d) by all of our current executive officers and directors as a group.

Quotient has determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, Quotient believes, based on the information furnished to Quotient, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Quotient common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 98,159,584 shares of Quotient common stock outstanding at March 31, 2023. In computing the number of shares of Quotient common stock beneficially owned by a person and the percentage ownership of that person, Quotient deemed to be outstanding all shares of Quotient common stock subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 31, 2023. Quotient did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Quotient Technology Inc., 1260 East Stringham Avenue, Suite 600, Salt Lake City, Utah 84106.