ACCD Accolade Inc

You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement, or other delay thereof, the “special meeting”) of Accolade, Inc. (“Accolade”), which will be held as a virtual meeting on [•], 2025 at [•], Pacific Time through a live webcast at www.virtualshareholdermeeting.com/ACCD2025SM.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 8, 2025 (the “merger agreement”), by and among Accolade, Transcarent, Inc., a Delaware corporation (“Parent”), and Acorn Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into Accolade (the “merger”), and approve the merger and the transactions contemplated by the merger agreement (the “Merger Agreement Proposal”). At the special meeting, you also will be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Accolade to its named executive officers in connection with the merger (the “Compensation Proposal”), and a proposal to approve the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the special meeting (the “Adjournment Proposal”).

If the merger is completed, you will be entitled to receive $7.03 in cash (the “per share price”), without interest thereon and subject to any applicable withholding taxes, for each share of Accolade common stock (each, a “Share” and together the “Shares”) that you own as of immediately prior to the effective time of the merger, unless you have properly exercised your appraisal rights. This per share price constitutes (i) a premium of approximately 110% over the closing price per share of the Accolade common stock on January 7, 2025, the last full trading day prior to the transaction announcement, and (ii) a premium of approximately 98% over the volume weighted average price of the Accolade common stock for the 30-day period ending January 7, 2025.

The Accolade Board of Directors (the “Accolade Board”), after considering the factors more fully described in the enclosed proxy statement and upon the recommendation of a special committee thereof, (1) determined that the entry into the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, are advisable and fair to, and in the best interests of, Accolade and its stockholders; (2) authorized and approved the execution, delivery and performance by Accolade of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger; (3) recommended that Accolade stockholders adopt the merger agreement and approve the merger and the transactions contemplated by the merger agreement; and (4) directed that the merger agreement be submitted for consideration by the Accolade stockholders at the special meeting.

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

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement and the merger and other transactions contemplated by the merger agreement, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of the Accolade Board in connection with its evaluation of the merger agreement and the transactions contemplated thereby. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Your vote is very important, regardless of the number of Shares that you own. The merger cannot be completed unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Shares as of the record date.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the Merger Agreement Proposal.

If your Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of Shares held in “street name.” If you hold your Shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your Shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your Shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the Merger Agreement Proposal.

If you have any questions or need assistance voting your Shares, please contact our proxy solicitor:

On behalf of the Accolade Board, thank you for your support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement or any other transaction described in the accompanying proxy statement, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2025, and, together with the enclosed form of proxy card, is first being sent to stockholders on [•], 2025.

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “special meeting”) of Accolade, Inc., a Delaware corporation (“Accolade”), will be held on [•], 2025, at [•], Pacific Time, for the following purposes:

The special meeting will be held as a virtual meeting through a live webcast at www.virtualshareholdermeeting.com/ACCD2025SM. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at [•], Pacific Time. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your Shares (as defined below)).

Only Accolade stockholders as of the close of business on [•], 2025, are entitled to notice of, and to vote at, the special meeting.

The Accolade Board of Directors (the “Accolade Board”) recommends that you vote: (i) “FOR” the Merger Agreement Proposal; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Accolade urges you to carefully read the accompanying proxy statement, including a copy of the merger agreement attached as Annex A, incorporated herein by reference, and any other annexes attached thereto and any documents incorporated by reference therein for additional information.

If the merger is completed, you will be entitled to receive $7.03 in cash (the “per share price”), without interest thereon and subject to any applicable withholding taxes, for each share of Accolade common stock (each, a “Share” and together the “Shares”) that you own as of immediately prior to the effective time of the merger, unless you have properly exercised your appraisal rights. This per share price constitutes (i) a premium of approximately 110% over the closing price per share of the Accolade common stock on January 7, 2025, the last full trading day prior to the transaction announcement, and (ii) a premium of approximately 98% over the volume weighted average price of the Accolade common stock for the 30-day period ending January 7, 2025.

Accolade stockholders or beneficial owners who do not vote in favor of the Merger Agreement Proposal will have the right to seek appraisal of the “fair value” of their Shares (exclusive of any elements of value arising from the

accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving the per share price, without interest thereon and subject to any applicable withholding taxes, if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”). To do so, an Accolade stockholder or beneficial owner must properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the section of the accompanying proxy statement captioned “The Merger—Appraisal Rights”, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. A copy of Section 262 of the DGCL is available as a publicly available electronic resource, which may be accessed without subscription or cost, at the following hyperlink, which is incorporated in this notice by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Your vote is very important, regardless of the number of Shares that you own. The merger cannot be completed unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Shares as of the record date.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the Merger Agreement Proposal.

If your Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of Shares held in “street name.” If you hold your Shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your Shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your Shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the Merger Agreement Proposal.

The merger cannot be completed unless the Merger Agreement Proposal (as defined below) is approved by the affirmative vote of the holders of a majority of the issued and outstanding Shares (as defined below) as of the record date.

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of Shares held in “street name.” If you hold your Shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your Shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your Shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the Merger Agreement Proposal.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your Shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your Shares in order to vote at the special meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by virtual ballot in person at the special meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. 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, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. 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 captioned “Where You Can Find More Information.”

This proxy statement, the documents to which we refer you to in this proxy statement and the information included in oral statements or written statements made or to be made by us or on our behalf may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may be identified by the use of words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “intend,” “maintain,” “might,” “likely,” “potential,” “predict,” “target,” “should,” “would,” “could” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the proposed transaction with Parent. These statements are based on various assumptions, whether or not identified in this proxy statement, and on the current expectations of Company management and are not predictions of actual performance.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Accolade. These forward-looking statements are subject to a number of risks and uncertainties, including:

Further information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements is included this proxy statement, in Accolade’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made by Accolade from time to time with the SEC. These filings, when available, are available on the investor relations section of Accolade’s website (https://ir.accolade.com/) or on the SEC’s website (https://www.sec.gov). If any of these risks materialize or any of these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Accolade presently does not know of or that Accolade currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this proxy statement are made only as of the date hereof. Accolade assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

The special meeting of our stockholders will be held as a virtual meeting on [•], 2025 at [•], Pacific Time through a live webcast at www.virtualshareholdermeeting.com/ACCD2025SM. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your Shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the special meeting, we will ask stockholders to vote on (1) the Merger Agreement Proposal; (2) the Compensation Proposal; and (3) the Adjournment Proposal.

The special meeting will begin at [•], Pacific Time on [•], 2025.

As the special meeting is virtual, there will be no physical meeting location. To be admitted to the special meeting, you will need to visit www.virtualshareholdermeeting.com/ACCD2025SM and enter the control number found next to the label “control number” on your proxy card. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your Shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the special meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Only our stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available for inspection by stockholders for any purpose germane to the special meeting at our Plymouth Meeting office located at 660 West Germantown Pike, Suite 500, Plymouth Meeting, PA 19462, during regular business hours for a period of no less than ten days ending on the day before the date of the special meeting. To view the list of stockholders, please email IR@accolade.com.

As of the record date, there were [•] Shares outstanding and entitled to vote at the special meeting. Each Share outstanding as of the close of business on the record date is entitled to one vote per Share on each matter properly submitted for a vote at the special meeting.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares of Common Stock entitled to vote are present at the special meeting virtually or represented by proxy. On the record date, there were [•] Shares outstanding and entitled to vote at the special meeting. Thus, the holders of [•] Shares must be present virtually or represented by proxy at the special meeting to constitute a quorum.

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders representing a majority of the issued and outstanding Shares as of the record date. Approval of the Merger Agreement Proposal by our stockholders is a condition to the closing of the merger.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the Shares present at the special meeting virtually or represented by proxy and entitled to vote thereon.

If a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Shares present at the special meeting virtually or represented by proxy and entitled to vote thereon. If a quorum is not present, approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Shares present at the special meeting virtually or represented by proxy and entitled to vote thereat.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the Merger Agreement Proposal; (2) “AGAINST” the Compensation Proposal; and (3) “AGAINST” the Adjournment Proposal. Abstentions will be counted as present for purposes of determining whether a quorum exists.

If you are a beneficial owner and do not instruct your bank, broker or other nominee how to vote your Shares, the question of whether your broker or nominee will still be able to vote your Shares depends on whether the New York Stock Exchange (“NYSE”) deems the particular proposal to be a “routine” matter. Pursuant to NYSE rules, which also govern brokers’ use of discretionary authority for NASDAQ-listed companies, brokers and nominees can use their discretion to vote “uninstructed” Shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders. The proposals included in this proxy statement are considered to be “non-routine” matters and, accordingly, your broker or other nominee may not vote your Shares on such proposals without your instructions.

As of the record date, Accolade’s directors, certain executive officers and certain of their respective affiliates that hold Shares, in each case in their capacities as stockholders of Accolade, beneficially owned and were entitled to vote, in the aggregate, [•] Shares, representing in aggregate approximately [•]% of the issued and outstanding Shares as of the record date.

Our directors, executive officers and certain affiliates thereof that hold Shares have entered in Voting Agreements obligating them to vote their Shares: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If your Shares are registered in your name with our transfer agent, Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), you may vote your Shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of Shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All Shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) 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 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. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your Shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at

the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the Compensation Proposal or the Adjournment Proposal, except to the extent such failure affects obtaining a quorum at the special meeting.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your Shares in “street name” through a bank, broker or other nominee, 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 if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your Shares at the special meeting.

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

The Accolade Board, after considering the factors described in the section of this proxy statement captioned “The Merger—Reasons for the Merger” and upon the recommendation of the Special Committee, (1) determined that the entry into the merger agreement, and the consummation of the transactions contemplated by the merger agreement, including the merger, are advisable and fair to, and in the best interests of, Accolade and its stockholders; (2) authorized and approved the execution, delivery and performance by Accolade of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger; (3) recommended that Accolade stockholders adopt the merger agreement and approve the merger and the transactions contemplated by the merger agreement; and (4) directed that the merger agreement be submitted for consideration aby the Accolade stockholders at the special meeting.

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

Our stockholders are also being asked to approve the Adjournment Proposal. If a quorum is not present, the chairperson of the meeting or a majority of the stockholders entitled to vote at the special meeting, present virtually or represented by proxy, may adjourn the special meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented, by the affirmative vote of the holders of a majority of the Shares represented thereat. Stockholders may also approve the adjournment of the special meeting if a quorum is present by the affirmative vote of the holders of a majority of the Shares present virtually or represented by proxy at the special meeting and entitled to vote thereon. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

The expense of soliciting proxies will be borne by Accolade. We have retained Mackenzie Partners, Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and

informational support during the solicitation process, for a fee of $[•], plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

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

If the merger is consummated and certain conditions set forth in Section 262(g) of the DGCL are satisfied, our stockholders (including beneficial owners of Shares) who (1) do not vote in favor of the Merger Agreement Proposal; (2) continuously hold (or, in the case of a demand made by a beneficial owner, continuously beneficially own) their Shares through the effective time of the merger; (3) properly perfect appraisal of their Shares; (4) meet certain other conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their Shares in connection with the merger under Section 262 of the DGCL. This means that such persons will be entitled to seek appraisal of their Shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their Shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent 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, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation or Parent makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (x) 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 (y) interest theretofore accrued, unless paid at that time). Parent and the surviving corporation are under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their Shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of 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 appraisal rights, the stockholder of record or a beneficial owner must (1) submit a written demand for appraisal to Accolade before the vote is taken on the Merger Agreement Proposal; (2) not vote, in person or by proxy, in favor of the Merger Agreement Proposal; (3) continue to hold of record (or in the case of a demand by a beneficial owner, own beneficially) the subject Shares through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Accolade unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 of the DGCL available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. If you hold your Shares through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your Shares will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

This proxy statement is available on the investor relations section of Accolade’s website (https://ir.accolade.com/) and on the SEC’s website (https://www.sec.gov). The information included on our website is not incorporated herein by reference.

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings for companies. To take advantage of this opportunity, we will deliver only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement, contact Mackenzie Partners, Inc. by calling (800) 322-2885 or writing in at 7 Penn Plaza, New York, NY 10001, Attention: Accolade Special Meeting.

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker, if your shares are held in a brokerage account, or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Mackenzie Partners, Inc., at the above telephone number or address or sending a written request to Accolade, Inc., 660 West Germantown Pike, Suite 500, Plymouth Meeting, PA 19462. Attention: Investor Relations.

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 submitting your proxy or voting your Shares, please contact our proxy solicitor at:

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Accolade, Inc. is a personalized healthcare company that provides millions of people and their families with exceptional healthcare experiences so they can live their healthiest lives. Accolade’s employer, health plan, and consumer solutions combine virtual primary care and mental health, expert medical opinion, and best-in-class care navigation. These offerings are built on a platform that is engineered to care through predictive engagement of population health needs, proactive care that improves outcomes and cost savings, and addressing barriers to access and continuity of care.

Our Common Stock is listed on NASDAQ under the symbol “ACCD.” Accolade’s principal executive offices are located at 1201 3rd Ave, Suite 1700, Seattle, WA 98101, and our telephone number is 206-926-8100.

Parent is a privately held healthcare company that is focused on making it easy for people to access high quality, affordable health and care. Transcarent offers a number of Care Experiences and WayFinding, a new experience powered by generative AI, that allows people to instantly access benefits navigation, clinical guidance, and care delivery including on demand care provided by physicians and other health and care professionals.

Parent is aligned with those who pay for healthcare (self-insured employers, and health consumers, and the payors who support them) and creates a measurably better experience, higher quality health, and lower costs. For more information, visit www.transcarent.com and follow Parent on LinkedIn or X. The information included on Parent's website, Parent's LinkedIn page or Parent's X page is not incorporated herein by reference. Parent’s address is 4700 S. Syracuse Street, Suite 900, Denver, CO 80237, and Parent’s telephone number is 888-511-3371.

Merger Sub is an indirect wholly owned subsidiary of Parent and was formed on January 3, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the merger and the transactions contemplated by the merger agreement. Merger Sub’s address is 4700 S. Syracuse Street, Suite 900, Denver, CO 80237, and Merger Sub’s telephone number is 888-511-3371.

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger: (1) Merger Sub will merge with and into Accolade; (2) the separate corporate existence of Merger Sub will cease; and (3) Accolade will continue as the surviving corporation in the merger and as an indirect wholly owned subsidiary of Parent.

As a result of the merger, Accolade will cease to be a publicly traded company. If the merger is completed, you will not own any shares of capital stock of the surviving corporation as a result of the merger.

The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Accolade, Parent and Merger Sub may agree and specify in the certificate of merger).

If the Merger Agreement Proposal is not approved by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their Shares in connection with the merger. Instead, (1) Accolade will remain an independent public company; (2) our Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act; and (3) Accolade will continue to file periodic reports with the SEC.

In addition, if the merger is not completed, we expect that: (A) our management will continue to operate the business as it is currently being operated; and (B) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the industry in which Accolade operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, the price of our Shares may decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of the Shares you hold. If the merger is not completed, the Accolade Board will continue to evaluate and review, among other things, Accolade’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Accolade’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, Accolade has agreed to pay Parent a termination fee.

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each Share that is issued and outstanding as of immediately prior to the effective time of the merger (excluding (1) any Shares then held by Accolade or any of its wholly owned subsidiaries or in its treasury, (2) any Shares then held by Parent, Merger Sub or any other wholly owned subsidiary of Parent, and (3) any Shares held by holders who properly exercised their appraisal rights) will be automatically converted into the right to receive cash in an amount equal to the per share price, without interest thereon and less any applicable withholding taxes (or, in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the terms of the merger agreement).

The Accolade Board regularly reviews, together with Accolade management and with the assistance of its outside advisors, Accolade’s long-term strategic and financial alternatives in light of developments in Accolade’s business, the sectors in which Accolade operates, and the economy and financial markets generally, with the goal of enhancing stockholder value. As part of this process, members of Accolade management have from time to time engaged in business development and strategic discussions with participants in the healthcare industry and other market participants. Accolade’s strategic discussions have focused on, among other things, opportunities for strategic transactions, acquisitions, commercial agreements and other financial and strategic alternatives for Accolade, including continuing as a standalone company. The Accolade Board has periodically sought the advice of outside legal counsel and financial advisors to assist in evaluating such opportunities, including Morgan Stanley, based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of, and involvement in, recent transactions in the industry in which Accolade operates and its knowledge of Accolade’s business and affairs.

In connection with Accolade’s regular review of strategic and financial alternatives, from the fall of 2023 through the spring of 2024, the Accolade Board considered and was supportive of Accolade management pursuing the potential acquisition of a strategic company (“Strategic A”). During that time, Accolade entered into confidentiality agreements with certain financial sponsors, including “Sponsor B”, to facilitate discussions concerning financing the potential acquisition of Strategic A.

On April 26, 2024, Rajeev Singh, Chief Executive Officer of Accolade, as discussed with members of the Accolade Board, delivered to a member of the board of directors of Strategic A a non-binding offer to acquire Strategic A, which included a letter providing financing support from Sponsor B. That same day, Mr. Singh updated the Accolade Board regarding the delivery of the offer.

Over the next several weeks, Mr. Singh discussed the potential acquisition of Strategic A with representatives of Strategic A, including its Chief Executive Officer, members of its board of directors, and representatives of investors of Strategic A.

On May 9, 2024, Mr. Singh updated the Accolade Board on his discussions with representatives of Strategic A and its investors, including that board members and representatives of investors of Strategic A had indicated that they were unlikely to accept an offer from Accolade to acquire Strategic A, but might instead provide a proposal for a strategic transaction in which Strategic A would acquire Accolade.

During the next several weeks, Accolade management consulted with Cooley LLP (“Cooley”), legal counsel to Accolade, and Morgan Stanley, to discuss process considerations in connection with a potential review of strategic alternatives.

On May 25, 2024, the Accolade Board held a meeting, with Accolade management, Cooley and Morgan Stanley present, to discuss strategic alternatives, including a potential transaction involving the sale of Accolade. Cooley provided an overview of fiduciary duties attendant to a review of strategic alternatives and related process considerations. The Accolade Board then discussed the formation of a special committee to evaluate, negotiate and make recommendations with respect to a potential transaction, which would, among other things, ensure appropriate fiduciary oversight depending on the range of strategic alternatives considered, including any interest that might arise by management or board members in participating in any such strategic alternative. The Accolade Board approved the formation of such special committee, to be composed of Peter Klein, who the Accolade Board appointed as chair of the Special Committee, Dawn Lepore and Elizabeth Nabel, each of whom was independent and disinterested with respect to a potential strategic transaction, including a transaction involving the sale of Accolade (the “Special Committee”). The Accolade Board delegated to the Special Committee the power and authority to evaluate, negotiate and make recommendations regarding any potential transaction, including that the Special Committee could reject a potential transaction and determined that the Accolade Board would not approve any potential transaction without a prior favorable recommendation of the Special Committee (provided that any approval of a potential transaction would be subject to final approval by the Accolade Board).

Later that day on May 25, 2024, the Special Committee held a meeting, with Accolade management and Cooley present. The Special Committee discussed retaining independent counsel and agreed that Mr. Klein would follow up with potential independent counsel and report back to the Special Committee. The Special Committee also discussed and approved the preparation of a detailed financial model reflecting the current state of the Accolade business by Accolade management and directed Accolade management to work with Morgan Stanley to prepare such model. The Special Committee also discussed the potential transaction process, including potential counterparties.

On May 29, 2024, the Special Committee held a meeting, with Cooley present. The Special Committee discussed and approved retaining Richards, Layton & Finger, P.A. (“RLF”) as independent counsel to the Special Committee. The Special Committee also discussed the potential transaction process, including potential counterparties.

On May 31, 2024, the Special Committee held a meeting, with Accolade management, Cooley, Morgan Stanley and RLF present. Morgan Stanley presented considerations related to the Special Committee’s review and consideration of potential strategic alternatives for Accolade, including a potential transaction involving the sale of Accolade, and provided an overview of the macroeconomic environment and the healthcare technology sector. The Special Committee discussed potential next steps, including conducting selected outreach to specified potential counterparties, based on Accolade’s existing relationships and interest expressed by financial sponsors in connection with Accolade’s earlier consideration of an acquisition of Strategic A. The Special Committee considered outreach to a broader set of potential counterparties, including strategic parties. Following discussion, including concerns regarding risk of leaks, concerns with sharing competitively sensitive confidential information, limited interest during discussions concerning Accolade’s potential acquisition of Strategic A, the advisability of engaging in an initial targeted outreach to certain prospective counterparties, and the possibility of broader outreach at a later time, the Special Committee unanimously approved limiting outreach to three sponsors that had previously considered financing Accolade’s acquisition of Strategic A, including Sponsor B and two other financial sponsors (“Sponsor C” and “Sponsor D”) and two additional financial sponsors (“Sponsor E” and “Sponsor F”), and authorized and directed Accolade management, counsel and Morgan Stanley to engage such parties to assess interest in a potential transaction and negotiate confidentiality agreements. The Special Committee discussed the potential adoption of management guidelines to in connection with the strategic review process, including to direct management, other directors and advisors to follow an appropriate process overseen by the Special Committee. The Special Committee directed RLF to prepare such “rules of the road” for consideration by the Special Committee.

Between June 6, 2024, and June 13, 2024, Accolade entered into amended confidentiality agreements with Sponsor B, Sponsor C and Sponsor F and a new confidentiality agreement with an affiliate of Sponsor D. Each confidentiality agreement included customary confidentiality, use and standstill provisions, none of which would prevent any party from submitting a private acquisition proposal at any time or from making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Accolade.

On June 12, 2024, the Special Committee held a meeting, with RLF present. Following discussion, the Special Committee adopted proposed “rules of the road” regarding the process for considering a potential transaction, which provided, among other things, for the deferral of discussions with potential counterparties regarding management’s continued employment or compensation until a later time in the process deemed appropriate by the Special Committee.

Also on June 12, 2024, a board member of Strategic A called Mr. Singh and indicated Strategic A’s interest in a strategic transaction with Accolade. Mr. Singh indicated that if such interest was genuine, Strategic A should submit a formal proposal including valuation to present to the Special Committee and Accolade Board.

On June 14, 2024, the Special Committee held a meeting, with Accolade management and representatives of Cooley, Morgan Stanley and RLF present. Accolade management presented management’s draft financial projections (the “June Projections”). The Special Committee approved the June Projections, including for use by Morgan Stanley for purposes of conducting a preliminary valuation assessment, and it was noted that the June Projections would subsequently be presented to the Accolade Board for review and potential approval. The Special Committee also directed that the June Projections be shared as appropriate with counterparties in connection with the Special Committee’s strategic review process. Representatives of Morgan Stanley then provided an update with respect to discussions with potential counterparties, including that Sponsor E had declined to participate in the process. The Special Committee discussed the unsolicited inbound inquiry from Strategic A and considered whether Strategic A had a legitimate interest in a potential transaction at a valuation that would be attractive to Accolade and its stockholders. The Special Committee expressed its support for encouraging Strategic A to submit a formal indication of interest with a proposed valuation range.

On June 18, 2024, Strategic A submitted a non-binding written proposal to acquire Accolade for at least $10.50 in cash per share of Common Stock.

Between June 18, 2024 and June 21, 2024, members of Accolade management held management meetings with Sponsor B, Sponsor C, Sponsor D and Sponsor F.

On June 20, 2024, Mr. Singh received an unsolicited inbound inquiry from a representative of a strategic company (“Strategic G”) regarding a potential transaction.

On June 24, 2024, the Special Committee held a meeting, with Accolade management and representatives of Cooley, Morgan Stanley and RLF present. Representatives of Morgan Stanley provided an update with respect to discussions with potential counterparties, including the unsolicited inbound inquiry from Strategic G, the non-binding written proposal from Strategic A to acquire Accolade for $10.50 in cash per share of Common Stock, and potential responses to Strategic A. Representatives from Morgan Stanley discussed sending a process letter to the financial sponsors that had indicated interest to solicit non-binding indications of interest by the week of July 8, 2024, in order to allow the Special Committee to ascertain whether interest from the financial sponsors would be at a valuation likely to be competitive with strategic parties. Representatives from Morgan Stanley also presented initial preliminary financial analyses, including with respect to the proposal received from Strategic A, and discussed with the Special Committee the potential capacity of Strategic A to improve its proposal based on Strategic A’s messaging and the synergies from a potential transaction with Strategic A. After discussion, the Special Committee directed Morgan Stanley to reach out to Sponsor B, Sponsor C, Sponsor D, Sponsor F and Strategic G to solicit indications of interest by the week of July 8, 2024 and to communicate to Strategic A that its per share offer price would need to be increased and that Strategic A should submit a revised proposal by the week of July 8, 2024 before the Accolade Board would be prepared to engage further. After the Special Committee meeting, representatives of Morgan Stanley reached out to such parties to convey the message directed by the Special Committee.

On June 25, 2024, the Accolade Board held a meeting, with representatives from Accolade management and Cooley present. Mr. Singh provided an update on the potential transaction and the outreach process.

On June 27, 2024, Accolade entered into an amended confidentiality agreement with Strategic G, which included a 12-month standstill and customary fall-away provisions.

Also on June 27, 2024, Accolade disclosed its first fiscal quarter results for fiscal year 2025, which included revenue guidance between $460 million and $475 million (reduced from previous revenue guidance between $480 million and $500 million). Accolade’s closing stock price on June 27, 2024 was $6.39. On the day following the earnings call, June 28, 2024, Accolade’s closing stock price had decreased to $3.58.

Between June 27, 2024 and July 9, 2024, members of Accolade management held management meetings with Strategic G and Sponsor B.

None of Sponsor B, Sponsor C, Sponsor D, Sponsor F or Strategic G submitted an indication of interest and Strategic A did not submit an updated indication of interest, prior to the July 9, 2024 deadline that had been communicated by Morgan Stanley.

On July 10, 2024, Sponsor C submitted a non-binding written proposal to acquire Accolade at a price of $7.00 to $8.00 in cash per share of Common Stock.

On July 11, 2024, a representative of a financial sponsor (“Sponsor H”), contacted Mr. Singh and asked for a meeting.

On July 12, 2024, Accolade entered into a confidentiality agreement with Strategic A, which included a 12-month standstill and customary fall-away provisions.

Also on July 12, 2024, representatives of Morgan Stanley held a meeting with Mr. Klein and Mr. Singh. At the meeting, they discussed, among other things, the proposal submitted by Sponsor C. Mr. Klein directed Morgan Stanley to communicate to Sponsor C that the per share offer price would need to be increased in Sponsor C’s next proposal before the Accolade Board would be prepared to engage further. Following this meeting, Morgan Stanley reached out to Sponsor C to convey the message directed by Mr. Klein. Sponsor C indicated that if Sponsor C were to bid on a standalone basis, it was unlikely that Sponsor C would increase its per share offer price beyond the $7.00 to $8.00 per share range provided in its initial bid, but that Sponsor C might consider a potential transaction through one of its portfolio companies (“Strategic I”) in which Sponsor C was an investor.

On July 16, 2024, Mr. Singh met with a representative of Sponsor H and the representative expressed interest in a potential transaction between Sponsor H and Accolade. Following this meeting, Mr. Singh updated Mr. Klein on the discussion and the interest expressed by Sponsor H.

On July 18, 2024, a representative of Sponsor C reached out to Morgan Stanley to request permission to discuss a potential transaction through Strategic I with Sponsor D, as Sponsor D was also an investor in Strategic I. Following this call, Morgan Stanley updated Mr. Klein and Mr. Singh on Sponsor C’s request.

Later on July 18, 2024, the Special Committee held a meeting, with representatives of Accolade management, Cooley and RLF present. Mr. Singh provided an overview on discussions with prospective counterparties in the strategic process, including that only one new proposal (from Sponsor C) had been received since Morgan Stanley had requested indications of interest from prospective counterparties following the last Special Committee meeting. The Special Committee received an update on discussions with Strategic A, including the provision of limited diligence information by Accolade management to Strategic A and Strategic A’s requests for access to additional diligence. Accolade management also provided an update to the Special Committee regarding Strategic A’s request to engage in discussions with certain prospective financing sources (including Sponsor B and Sponsor C). The Special Committee endorsed the provision of limited diligence to Strategic A, but determined to refrain from providing Strategic A with more extensive diligence or permission to engage with prospective financing sources absent more credible interest from Strategic A. Mr. Singh updated the Special Committee on the unsolicited interest from Sponsor H, and following discussion, the Special Committee approved negotiating and entering into a confidentiality agreement with Sponsor H and proceeding with discussions with Sponsor H. The Special Committee discussed and received updates on discussions with other prospective counterparties. After discussing, among other things, Sponsor C’s proposal, Morgan Stanley’s initial preliminary financial analyses and other advice that had previously been presented to the Special Committee, the Special Committee’s confidence in Accolade management and Accolade’s ability to execute its business plan and the superior terms proposed in Strategic A’s initial indication of interest, the Special Committee determined that Sponsor C’s proposal was not sufficiently compelling to warrant further consideration or discussions with Sponsor C on a stand-alone basis at that time. The Special Committee was also updated on discussions with Sponsor D, who recently expressed interest in a potential transaction involving Strategic I, a portfolio company of Sponsor C and Sponsor D, following which the Special Committee determined that it was open to a potential transaction with Strategic I, or other strategic parties capable of producing synergies that could be shared with Company stockholders, and to allowing discussions with Sponsor C and Sponsor D

regarding a potential transaction through Strategic I. The Special Committee discussed potential next steps for its strategic review process, including the possibility of ending the process and concentrating on the execution of Accolade’s standalone business plans in the event a sufficiently credible and attractive proposal for a strategic transaction did not emerge in the near future.

Also on July 18, 2024, the Accolade Board held a meeting, with Accolade management and Cooley present. Messrs. Klein and Singh provided an update with respect to the strategic review process being undertaken by the Special Committee and the Special Committee’s meetings and discussions during this process.

On July 19, 2024, a representative of Morgan Stanley informed Sponsor C of the Special Committee’s willingness to allow discussions with Sponsor C and Sponsor D regarding a potential transaction through Strategic I.

On July 20, 2024, a representative of Sponsor C informed Morgan Stanley that Sponsor C and Sponsor D were interested in a potential transaction through Strategic I.

On July 23, 2024, Accolade entered into a confidentiality agreement with Sponsor H, which included customary confidentiality, use and standstill provisions, and which would not prevent Sponsor H from submitting a private acquisition proposal at any time or from making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Accolade.

On July 24, 2024, a representative of Sponsor C informed Morgan Stanley that Sponsor C and Sponsor D had discussed a potential transaction with the management of Strategic I, who were also interested in such a transaction.

On July 25, 2024, the Special Committee held a meeting, with RLF present. Mr. Klein provided an update on the latest discussions with the potential counterparties, including that Accolade was still waiting for a revised bid from Strategic A in light of Accolade’s first fiscal quarter results for fiscal year 2025; that Strategic G indicated that it was no longer pursuing a transaction at this time; that Sponsor H continued to engage in due diligence; and that Accolade remained engaged with Strategic I. The Special Committee discussed the interest of the prospective parties in a potential transaction, and the possibility that a sufficiently attractive proposal might not emerge in the near term. The Special Committee determined that it was advisable to continue with the strategic review process for at least a few additional weeks to permit the remaining parties to submit any other proposals that may be available and discussed that, absent the emergence of a sufficiently attractive proposal during this period, the Special Committee was inclined to end the strategic review process.

On July 29, 2024, Glen Tullman, the Chief Executive Officer of Parent, called Mr. Singh, unsolicited, and expressed interest in a potential transaction to acquire Accolade.

Also on July 29, 2024, Accolade entered into a confidentiality agreement with Strategic I, which included customary confidentiality, use and standstill provisions, and which would not prevent Strategic I from submitting a private acquisition proposal at any time or from making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Accolade.

On July 30, 2024, Accolade management held a due diligence meeting with Strategic I.

On August 2, 2024, a representative of Strategic I informed Morgan Stanley that Strategic I was not going to pursue a potential transaction.

On August 12, 2024, Sponsor H submitted a non-binding written proposal to acquire Accolade for $8.50 in cash per share of Common Stock.

Also on August 12, 2024, certain media publications reported rumors of a potential strategic process for the sale of Accolade, which identified Morgan Stanley as advising Accolade in connection with such process. Following the reports, Morgan Stanley and Mr. Singh received unsolicited inbound inquiries from 16 additional potential counterparties. Three of such potential counterparties (“Strategic J”, “Strategic K” and “Strategic L”) later signed confidentiality agreements with Accolade, each of which included customary confidentiality, use and standstill provisions, and none of which would prevent any party from submitting a private acquisition proposal at any time or from making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Accolade.

On August 21, Mr. Singh met via teleconference with a representative of Sponsor H. Mr. Singh indicated that Sponsor H’s prior proposal was not sufficient for Accolade to be prepared to engage further at that time.

On August 23, 2024, a representative of Strategic A emailed Mr. Singh that Strategic A remained interested in a potential transaction.

On August 29, 2024, Evercore (“Evercore”), financial advisor to Parent, submitted to Morgan Stanley an unsolicited non-binding written proposal from Parent to acquire Accolade for $6.00 in cash per share of Common Stock (“Parent’s August Proposal”), which was then shared with Messrs. Klein and Singh. Given the lower price per share and concerns about Parent’s ability to finance a potential transaction, committed interest, and lack of history successfully completing transactions of the proposed size and nature, Mr. Klein, as chair of the Special Committee, directed Morgan Stanley to communicate to Evercore that Parent’s proposal was insufficient for Accolade to engage further at that time regarding a potential transaction. Morgan Stanley subsequently communicated this message to Evercore on September 3, 2024, and Mr. Singh communicated this message to Mr. Tullman on September 5, 2024.

From late August 2024 through September 2024, Accolade management held meetings with potential counterparties and responded to diligence requests.

On September 23, 2024, Evercore submitted to Morgan Stanley an unsolicited non-binding written proposal from Parent to acquire Accolade for $7.00 in cash per share of Common Stock (“Parent’s September Proposal”), which was then shared with Messrs. Klein and Singh.

On September 25, 2024, prior to the Accolade Board meeting, the Accolade Board held an executive session, with members of Accolade management team present, in which Messrs. Klein and Singh provided an update on the latest discussions with the potential counterparties, including Parent’s September Proposal. The Accolade Board, including the members of the Special Committee, discussed Parent’s September Proposal, including concerns with respect to Parent’s ability to finance a potential transaction, committed interest, and lack of history successfully completing transactions of the proposed size and nature, determined not to move forward with Parent as a potential counterparty at that time, and directed Morgan Stanley to communicate to Evercore that Parent’s proposal was insufficient for Accolade to engage further regarding a potential transaction. Morgan Stanley subsequently communicated this message to Evercore on September 30, 2024.

In mid-October 2024, Accolade learned that one of its key prospective customers, a federal contractor assuming management of a large government contract, was unwilling to execute a contract on pricing and terms that had been previously discussed and proposed to renew its relationship with Accolade at significantly reduced pricing and with unfavorable terms that would make the engagement commercially untenable. Accolade had been in extensive long-term discussions with the prospective customer, which was taking over as the prime contractor, as of January 1, 2025, on a government health benefit services contract for which Accolade was a subcontractor under the then incumbent prime contractor.

On October 22, 2024, the Special Committee held a meeting, with Accolade management, Cooley and RLF present. Accolade management reported on the anticipated loss of the strategic federal subcontract resulting in a significant reduction in Accolade’s government business. Accolade management expected this loss of business to have a significant impact on revenue in the near-term and more significantly in future years, as Accolade had previously expected that business to be a driver of year-over-year growth. Accolade management also reviewed market and competitive pressures that could adversely affect Accolade in the near-term. Accolade management presented updates to the June Projections (such updated projections, the “October Projections”) to account for the expected loss of the government customer business and resulting loss of growth opportunities and expected underperformance in Accolade’s corresponding government business, as well as initial indications that other market conditions were creating headwinds in Accolade’s outlook in its enterprise customer business (including with respect to new customer bookings, customer retention and usage-based revenues) and performance guarantee revenue achievement given an elevated healthcare cost environment, in each case which would negatively affect Accolade’s revenue growth and financial forecasts. In addition, Accolade management reported that Accolade’s direct-to-consumer business was being impacted by an increase in customer acquisition costs, particularly relevant to weight management, and the prior loss of in-network status with a large health plan, which would create a further negative impact on Accolade’s revenue. The October Projections are more fully described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” In light of the developments discussed and the potential impact on Accolade’s business, the Special Committee then discussed the status of its review process and the prospect of recommencing efforts to actively seek out strategic alternatives. Mr. Singh provided an overview of the discussions with and proposals received from prospective counterparties to date, including earlier proposals from Strategic A, Sponsor C and Sponsor H, Parent’s August Proposal, Parent’s September Proposal, and an oral expression of interest

from Strategic K suggesting a potential price range of $6.00 to $7.00 per share of Common Stock (but that Strategic K had not provided a formal proposal). Following discussion, the Special Committee directed Accolade management to discuss the October Projections with Morgan Stanley, and determined that it was advisable to seek the views and advice of Morgan Stanley with respect to next steps, if any, with respect to the Special Committee’s strategic review process.

Also on October 22, 2024, Parent submitted an unsolicited non-binding written proposal to acquire Accolade for $7.25 in cash per share of Common Stock (“Parent’s October Proposal”).

On October 24, 2024, Mr. Tullman called Mr. Singh to discuss Parent’s October Proposal, and Mr. Singh confirmed that the Accolade Board had received and would discuss Parent’s October Proposal.

On October 27, 2024, the Special Committee held a meeting, with Accolade management, Cooley, Morgan Stanley and RLF present. Accolade management again reviewed the October Projections with the Special Committee. Representatives of Morgan Stanley presented updated preliminary financial analyses based on the October Projections and reviewed the status of discussions with potential counterparties regarding a potential transaction. Morgan Stanley and Accolade management provided an overview of the history and status of discussions with potential counterparties that had expressed interest in a potential transaction in recent months, including Parent’s October Proposal. The Special Committee determined to defer making any final decision regarding the Special Committee’s continued pursuit of strategic activities until after the Accolade Board meeting the following day, at which the October Projections would be reviewed with the Accolade Board. The Special Committee discussed with Accolade management and Morgan Stanley a prospective process timeline to the extent the Special Committee determined to continue pursuing strategic alternatives, including the potential benefits of completing any strategic process in advance of Accolade’s scheduled earnings release date in early January 2025 given the possibility that Accolade could face additional competitive pressures and other potential challenging dynamics following that time. The Special Committee directed Morgan Stanley to develop a proposed process timeline for soliciting updated indications of interest, with the objective of completing a potential transaction in early January 2025, to the extent the Special Committee determined to continue pursuing strategic alternatives.

On October 28, 2024, the Accolade Board held a meeting, with Accolade management, Cooley, Morgan Stanley and RLF present. Accolade management reviewed the October Projections with the Accolade Board and explained the adjustments to the June Projections to account for the expected loss of the government customer and anticipated underperformance in the corresponding government business channel, current market conditions, direct-to-consumer channel updates, and impact to Accolade’s annual revenue. Representatives of Morgan Stanley presented updated preliminary financial analyses based on the October Projections and reviewed the status of the potential counterparties in connection with a potential transaction. Morgan Stanley and Accolade management provided an overview of the history and status of discussions with potential counterparties that had expressed interest in a potential transaction in recent months, including Parent’s October Proposal. After discussing the revised assumptions underlying the October Projections, the Accolade Board approved the use of the October Projections by Morgan Stanley and approved sharing the October Projections with appropriate potential counterparties. Representatives of Morgan Stanley then reviewed the competitive landscape of the healthcare technology industry and Accolade’s performance as compared to relevant peers.

Also on October 28, 2024, upon the conclusion of the Accolade Board meeting held that day, the Special Committee held a meeting, with representatives of Accolade management, Cooley and RLF present. The Special Committee considered the prospect of continuing to actively engage prospective counterparties regarding a potential transaction and discussed related considerations, including the October Projections, recent developments and potential risks and competitive pressures facing Accolade, the indications of value that had been conveyed by various parties and the preliminary financial analysis and other advice provided by Morgan Stanley. Following discussion, the Special Committee determined to continue to explore strategic alternatives. After discussing the interest conveyed by the parties who expressed interest, the credibility of their respective interest in a potential transaction (including uncertainty surrounding Parent’s ability to finance an acquisition of Accolade) and concerns with sharing competitively sensitive information with certain strategic parties, the Special Committee determined to proceed with additional engagement with Strategic A, Strategic L and Sponsor C (a significant investor in Strategic L), and Sponsor H, and to delay additional diligence and substantive engagement with Strategic K or Parent until a later stage in the strategic process (other than efforts to align all parties to a timetable for progressing process) and directed Morgan Stanley to reach out to the respective parties accordingly.

Between October 30, 2024, and November 18, 2024, Accolade management held due diligence meetings with and responded to written requests from Strategic A, Sponsor H, Strategic J, Strategic K and Strategic L.

On November 1, 2024, the Special Committee held a meeting, with Accolade management, Morgan Stanley and Cooley present. Accolade management provided an update on the discussions with potential counterparties, including Parent, Strategic A, Sponsor H, Strategic L, Strategic J and Strategic K. The Special Committee determined to further gauge and develop a better understanding of the legitimacy of the interest of Parent, Strategic J and Strategic K in a potential transaction prior to sharing sensitive information with such parties in diligence.

On November 6, 2024, the Special Committee held a meeting, with Accolade management, Morgan Stanley, Cooley, and RLF present. Accolade management and Morgan Stanley updated the Special Committee on recent communications with potential counterparties, including Parent and Strategic K, and noted that Strategic A stated that it was not currently interested in a potential transaction at a price of $10.50 per share, and to the extent Strategic A were to submit a revised proposal to acquire Accolade, it would be at a lower valuation. Following discussion, the Special Committee expressed support for engaging with Strategic K and Parent regarding a potential transaction, and providing those parties with access to preliminary diligence generally consistent with that provided to Strategic A, subject to the entry into confidentiality agreements and appropriate safeguards.

In early November 2024, at the direction of the Special Committee, representatives of Morgan Stanley reached out to potential counterparties that had expressed interest in a potential transaction in recent months, including Parent, and verbally requested such potential counterparties to submit updated indications of interest during the week of November 18, 2024.

On November 14, 2024, the Special Committee held a meeting, with Accolade management, Morgan Stanley, Cooley and RLF present. Morgan Stanley updated the Special Committee on recent conversations with potential counterparties, including that Sponsor H had indicated that it was prepared to submit a non-binding proposal to acquire Accolade in the range of $5.00 to $6.00 per share. It was discussed that the confidentiality agreement was still being negotiated with Parent, in connection with which Parent sought permission to engage in discussions with several financing sources, including Sponsor D, which was no longer involved in any discussions with Accolade regarding a potential transaction. The Special Committee discussed the importance of maintaining competition among prospective counterparties, as well as the importance of ensuring that prospective counterparties are able to progress in their discussions and evaluation of a potential transaction, including that Parent’s ability to finance and proceed with a potential transaction may depend on its ability to begin discussions with at least a subset of prospective financing sources. Following discussion, the Special Committee directed counsel to continue working to negotiate a confidentiality agreement with Parent with the goal of seeking to narrow the scope of initial prospective financing sources permitted for contact.

On November 16, 2024, a board member of Strategic A called Morgan Stanley to communicate that Strategic A was focused on other matters and unlikely to engage in a potential transaction until January 2025 at the earliest and provided feedback that Strategic A believed Accolade’s stock price reflected Accolade’s value.

On November 21, 2024, Morgan Stanley received a verbal indication of interest from a financial advisor to Strategic K who noted that Strategic K was interested in acquiring Accolade for around $4.40 in cash per share of Common Stock.

That same day, Accolade and Parent executed a confidentiality agreement, which included customary confidentiality, use and standstill provisions, none of which would prevent any party from submitting a private acquisition proposal at any time or from making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Accolade, and permitted Parent to initially engage in discussions with General Catalyst and one other potential financing source as financing sources.

On November 22, 2024, Sponsor H submitted a non-binding written proposal to acquire Accolade for a price in the range of $5.00 to $5.50 in cash per share of Common Stock.

That same day, Accolade management, with representatives of Morgan Stanley present, held a management presentation with Parent and Evercore as requested by Parent.

On November 25, 2024, the Special Committee held a meeting, with Accolade management, Morgan Stanley, Cooley and RLF present. Morgan Stanley reviewed status of discussions with potential counterparties, including the non-binding written proposal from Sponsor H, the verbal indication of interest from Strategic K and recent

discussions with Strategic A in which Strategic A advised Morgan Stanley of its current view on valuation and focus on other matters. Morgan Stanley noted that Sponsor C, Strategic J, Strategic L, and Parent continued to evaluate a potential transaction. Accolade management provided an update on Accolade’s business, including with respect to enhanced market competition, recent customer losses and employee departures and customer acquisition challenges. The Special Committee discussed these risks, including with respect to the Special Committee’s views on the achievability of the October Projections, the timeline for conducting the Special Committee’s strategic review process and the importance of certain factors, such as closing certainty, in evaluating prospective proposals and counterparties. The Special Committee also discussed other macroeconomic developments and trends and the prospect of these developments and other risks facing Accolade continuing into the future, including the possibility that Accolade’s upcoming earnings release could add to the pressure from the recent challenges facing the Accolade business and market perception.

On November 26, 2024, Evercore provided to Morgan Stanley a non-binding written letter of intent from Parent to acquire Accolade for $7.50 in cash per share of Common Stock.

On November 27, Strategic L informed Morgan Stanley that Strategic L did not believe it would be in a position to submit a competitive proposal as its proposal would only reflect a modest premium to Accolade’s current trading price.

On December 1, 2024, the Special Committee held a meeting, with Accolade management, Morgan Stanley, Cooley and RLF present. Representatives of Morgan Stanley reviewed the recent proposals from Sponsor H and Parent (including that Parent had indicated it would finance the potential transaction with a new equity investment from its existing investors). The Special Committee discussed the credibility of Parent’s interest and the certainty of its financing for a potential transaction. Representatives of Morgan Stanley also reviewed recent interactions with potential counterparties, including that Strategic L had communicated that it did not believe it would be in a position to submit a competitive proposal (although several days prior, Sponsor C, an investor in Strategic L, indicated that Sponsor C might submit a proposal through Strategic L). Following discussion, the Special Committee directed Morgan Stanley to contact Sponsor C to assess whether Sponsor C was interested in continuing to pursue a potential transaction. An update was provided on discussions with other potential counterparties, including Strategic J, an investor of which indicated to Morgan Stanley that neither the investor nor Strategic J would be submitting a proposal, noting the challenges they perceived with valuing Accolade at that time and another strategic party, which expressed unsolicited interest in a potential transaction but did not enter into a confidentiality agreement or commence diligence with Accolade. Morgan Stanley reviewed an illustrative timeline for continuing to facilitate diligence with the parties who remained potentially interested, with the goal of favorably progressing their views on valuation and seeking updated proposals the week of December 16, 2024. The Special Committee discussed the potential timeline and the prospect of conducting additional outreach to three large strategic parties, including competitive and confidentiality concerns with any such outreach. Cooley and RLF provided an overview of the fiduciary duties attendant to the strategic transaction, with attention focused on the particular status and engagement of the current strategic process. Following discussion, the Special Committee approved the proposed process and timeline for continuing diligence and seeking updated proposals during the week of December 16, 2024, and directed Morgan Stanley to initiate outreach to the three identified strategic parties to gauge interest in a potential transaction. Morgan Stanley then presented an illustrative analysis regarding the market’s possible reaction to Accolade’s upcoming earnings release (including based on a potential update in Accolade’s guidance), and the Special Committee discussed recent difficulties facing Accolade, including challenges with employee retention and customer acquisition and retention. The Special Committee discussed with Accolade management how the risks facing Accolade might affect Accolade’s ability to successfully execute its business plan and whether the forecasts set forth in the October Projections were still likely to be achieved.

On December 2, 2024, representatives of Morgan Stanley reached out to three additional potential strategic counterparties, of which two parties affirmatively indicated they were not interested in a potential transaction and one party did not respond.

On December 3, 2024, the Accolade Board held a meeting, with Accolade management, Cooley and Morgan Stanley present. Mr. Klein provided an update to the Accolade Board from the Special Committee, regarding the strategic process and recent developments. Morgan Stanley provided an overview of the recent proposals from Parent

and Sponsor H, the verbal indication of interest from Strategic K and targeted outreach to additional strategic counterparties. Morgan Stanley also presented an illustrative potential transaction timeline and a forecast of Accolade’s future stock price. The Accolade Board discussed challenges facing Accolade and its outlook for fiscal year 2026.

That same day, Morgan Stanley, on behalf of Accolade, gave Parent and its advisors access to a data room containing various materials covering business, financial and legal matters.

On December 4, 2024, Sponsor C indicated to Morgan Stanley that Sponsor C would not be moving forward with a potential transaction with Accolade.

On December 6, 2024, the Special Committee held a meeting, with Accolade management, Morgan Stanley, Cooley and RLF present. Accolade management provided an update with respect to a series of increasing challenges facing Accolade since October 2024, including recent employee departures with respect to employee retention and the risks that potential employee departures presented to Accolade’s sales, marketing and customer relations efforts. Accolade management also discussed Accolade’s increasing challenges in customer retention and sales since late October 2024, including further softness in Accolade’s business-to-business channel, increasing risk in achievement of performance guarantee revenue, particularly reflecting a significantly rising healthcare cost environment, enhanced competition facing Accolade, and that trends in the healthcare market with respect to rising healthcare costs, including changes negative to Accolade in various healthcare cost indices, could have a negative effect on Accolade’s ability to achieve performance guarantee revenues, as well as attract and retain customers and the pricing terms and margins Accolade might be able to secure. Discussion ensued regarding the possibility of the trends and challenges facing Accolade continuing into 2025 and the likelihood that such issues would affect Accolade’s ability to successfully execute its business plan and achieve the financial performance contemplated by the October Projections. Accolade management discussed the potential need for a downward adjustment in its forward-looking public guidance for its fourth fiscal quarter of fiscal year 2025 and in turn, fiscal year 2026 guidance, as a result of these challenges. Accolade management presented an illustrative set of adjustments to the October Projections reflecting a possible downside scenario resulting from the continuation of such challenges and trends (the “December Projections”). The December Projections are more fully described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” The Special Committee discussed having Accolade management continue to monitor and assess these trends, including by continuing its assessment of a potential downside scenario in which the trends might continue to affect Accolade’s business.

From December 6, 2024, through December 12, 2024, as requested by Parent following review of data room materials, members of Accolade management, with representatives of Morgan Stanley present, engaged in business, financial and legal due diligence calls with Parent and its advisors.

On December 9, 2024, Accolade and Parent entered into a clean team agreement.

On December 17, 2024, Evercore delivered to Morgan Stanley a revised non-binding written proposal from Parent to acquire Accolade for $7.03 in cash per share of Common Stock and additional contingent consideration of up to $0.47 in cash per share of Common Stock, based on Parent’s determination of Accolade’s achievement of an annual recurring revenue target and gross margin target based upon the October Projections (the “Revised Parent Proposal”).

Following the receipt of the Revised Parent Proposal, the Special Committee held a meeting on December 17, 2024, with Accolade management, Morgan Stanley, Cooley and RLF present. Representatives of Morgan Stanley reviewed the Revised Parent Proposal. The Special Committee and advisors discussed the Revised Parent Proposal, including the potential structural, legal and timing-related challenges related to the proposed contingent consideration, including that the negotiation of contingent consideration provisions in a merger agreement could slow the timeline to signing a deal. The Special Committee also discussed concerns with Parent’s ability to adequately finance a potential transaction and to be in a position to reach a definitive agreement on a potential transaction on the proposed early-January 2025 timeline, including due to the contingent consideration component of the Revised Parent Proposal. Morgan Stanley noted that Sponsor H had not yet submitted an updated proposal. The Special Committee directed Accolade management to contact Sponsor H to determine whether Sponsor H remained interested in a potential transaction and would be submitting a revised proposal. The Special Committee discussed and compared possible alternatives for Accolade, including the prospect of Accolade remaining a stand-alone public company.

Following the Special Committee meeting, also on December 17, 2024, Mr. Singh met with a representative of Sponsor H. During the meeting, the representative of Sponsor H indicated to Mr. Singh that Sponsor H would not be submitting a revised proposal and was no longer interested in a potential transaction.

On December 18, 2024, the Special Committee held a meeting, with Mr. Singh, Morgan Stanley, Cooley and RLF present. The Special Committee received an update on Sponsor H and discussed Sponsor H’s confirmation that it would not be submitting a revised proposal and did not see a path to being able to present a proposal at a valuation sufficiently attractive to Accolade. The Special Committee discussed with Morgan Stanley that the three strategic parties that Morgan Stanley had contacted in early December had not engaged regarding a potential transaction (including that one of such parties had stated that it did not view Accolade or its business as an area of strategic interest). The Special Committee then discussed the Revised Parent Proposal and the value offered, both inclusive and exclusive of the contingent consideration component, compared to Accolade’s long-term prospects as a stand-alone public company, including in light of the competitive challenges and other difficulties facing Accolade and the industry. The Special Committee then discussed potential responses to the Revised Parent Proposal and related negotiating considerations with Morgan Stanley, after which the Special Committee directed Morgan Stanley to respond to Parent by rejecting the inclusion of the contingency on the consideration and encouraging Parent to improve the financial terms of its proposal. Following the meeting, Morgan Stanley provided the feedback to Evercore as directed by the Special Committee.

On December 19, 2024, the Accolade Board held a regularly scheduled meeting, with Accolade management, Cooley and Morgan Stanley present. Accolade management updated the Accolade Board on the status of the strategic process. Representatives of Cooley provided an overview of fiduciary duties attendant to a potential transaction. Accolade management then provided an overview of the challenges facing Accolade, including customer retention and employee retention, and an assessment of the competitive landscape. Accolade management discussed the risks associated with the October Projections. Accolade management also noted that they were conducting a review regarding the need and magnitude of a potential impairment to the fair value of the goodwill on its balance sheet associated with certain prior acquisitions, and that in connection with such review, Accolade shared the October Projections and the December Projections with Accolade’s outside accountants. Morgan Stanley reviewed the Revised Parent Proposal, including the contingent consideration included in such proposal, and stated that Morgan Stanley had delivered the feedback to Evercore that any contingent consideration was unacceptable and Accolade would need certainty as to Parent’s ability to finance the potential transaction.

Later on December 19, 2024, representatives of Morgan Stanley provided the auction draft merger agreement to representatives of Evercore, which included, among other terms, (i) a limited guarantee and an equity commitment letter in an amount sufficient to provide for the payment of the aggregate merger consideration, (ii) an obligation for Parent to divest or litigate in the event that antitrust authorities challenged the transaction, (iii) a cap on Accolade’s damages in an unspecified amount, and (iv) the termination fee payable by Accolade in an unspecified amount if Accolade (a) entered into alternative agreement under specified circumstances, (b) Parent terminated the merger agreement prior the Accolade shareholder vote because the Accolade Board had changed its recommendation or (c) Accolade terminated the merger agreement in favor of a superior proposal.

From December 20, 2024 through January 7, 2025, as requested by Parent following review of data room materials, members of Accolade management, with representatives of Morgan Stanley present, engaged in business, financial and legal due diligence calls with Parent and its advisors.

On December 24, 2024, representatives of Wilson Sonsini Goodrich & Rosati, PC (“Wilson Sonsini”), legal counsel to Parent, delivered a revised draft of the merger agreement to representatives of Cooley, which included, among other terms, (i) an Accolade termination fee of 4.0% of the equity value of the transaction, (ii) the construct of a stock purchase agreement to raise the necessary financing for a potential transaction instead of an equity commitment letter, which would be executed concurrently with the merger agreement, no limited guarantee or reverse termination fee, and a cap on Parent damages of 4.0% of the equity value of the transaction consistent with the cap on Accolade’s damages and (iii) no requirement on Parent to divest in the event of a challenge raised by antitrust authorities. Later that day, representatives of Morgan Stanley uploaded a draft of the Accolade disclosure letter to the Parent dataroom.

On December 27, 2024, the Accolade Board held a meeting, with Accolade management, Cooley and Morgan Stanley present. Representatives of Cooley reviewed, and the Accolade Board discussed, key terms of the revised

draft merger agreement received from Wilson Sonsini, including (i) the proposed Accolade termination fee of 4.0% of the equity value of the transaction, (ii) no limited guarantee or reverse termination fee, but a cap on Parent damages of 4.0% of the equity value of the transaction consistent with the cap on Accolade’s damages, and (iii) no requirement on Parent to divest in the event of an antitrust challenge.

On December 30, 2024, Mr. Singh called Mr. Tullman to discuss the Revised Parent Proposal and certain key issues in the negotiations over a draft merger agreement. Based on discussions Mr. Singh had with the members of the Special Committee, Mr. Singh encouraged Mr. Tullman to increase the proposal and noted that although Mr. Singh could not confirm a value at which the Accolade Board would approve a potential transaction, Mr. Singh believed that a per share offer price of $8.50 per share would be compelling. Mr. Singh previewed key issues in the draft merger agreement, including (i) the need for a lower Accolade termination fee, (ii) the need for certainty as to financing under the stock purchase agreement and (iii) that Accolade would expect a reverse termination fee in the event of a financing failure or continuing antitrust review after the outside date and the need for certainty as to Parent’s ability to pay such a reverse termination fee. Mr. Singh and Mr. Tullman also discussed high-level due diligence matters.

On December 31, 2024, the Special Committee held a meeting, with Accolade management, Cooley and RLF present. Mr. Singh updated the Special Committee on his recent conversations with Mr. Tullman. Mr. Singh explained that, despite Accolade’s and Morgan Stanley’s efforts to solicit a higher price from Parent, Parent refused to increase the price of its proposal and that Parent highlighted the fact that the Revised Parent Proposal reflected a premium of over 100% to Accolade’s current trading price and that Accolade had faced additional challenges in its business, including with respect to customer retention. It was noted that Parent was expected to deliver its final proposal by January 2, 2025, and that no other prospective counterparties remained engaged in the strategic process. Accolade management then presented another update on Accolade’s business and the recent challenges and pressures facing Accolade and the healthcare and health insurance industries. Accolade management reviewed again with the Special Committee the December Projections, including identifying the specific adjustments to the October Projections that were reflected in the December Projections, as more fully described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” Accolade management also confirmed that the December Projections were the same as those previously presented to the Special Committee on December 6, 2024, that the December Projections were used by Accolade management to assess the need and magnitude of a potential impairment to the fair value of the goodwill on its balance sheet associated with certain prior acquisitions, and that the December Projections were also shared with Accolade’s outside accountants. Following considerable discussion and after questions were asked by the Special Committee and answered by Accolade management, the Special Committee unanimously resolved to approve and adopt the December Projections; to recommend that the Accolade Board approve and adopt the December Projections; and to submit, subject to approval by the Accolade Board, the December Projections to Morgan Stanley for the purposes of its financial analyses, including any opinions or other evaluations or analysis as to the fairness of any potential transaction.

Later that day, Cooley sent a revised draft of the merger agreement to Wilson Sonsini, which included, among other terms, (i) an Accolade termination fee of 2.25% of the equity value of the transaction and (ii) a reverse termination fee (the “Parent termination fee”) of 10.0% of the equity value of the transaction in the event of a financing failure or continuing antitrust review after the outside date.

On January 2, 2025, Parent submitted a revised non-binding proposal to acquire Accolade at a price of $7.03 per share of Common Stock in cash, without contingencies (the “$7.03 Offer”).

Later that day, Mr. Singh called Mr. Tullman to discuss the $7.03 Offer and requested that Mr. Tullman increase the price per share for each share of Common Stock. Mr. Tullman noted that he would discuss further with the Parent board of directors.

That same day, Wilson Sonsini sent Cooley an initial draft of the stock purchase agreement for the equity financing that Parent intended to raise to finance the transaction.

On January 3, 2025, the Accolade Board held a meeting, with Accolade management, Cooley and RLF present. Mr. Singh reviewed the $7.03 Offer and updated the Accolade Board on his recent conversation with Mr. Tullman regarding a potential increase in price. Accolade management presented the December Projections and provided a detailed explanation of the changes from the October Projections. After discussion, the Accolade Board approved the December Projections, authorized the sharing of the December Projections with Parent and its potential financing sources, as requested, and directed Morgan Stanley to use the December Projections in connection with its assessment

and analysis of any potential transaction and for purposes of any opinions that it may render to the Accolade Board. Representatives of Cooley then reviewed key terms of the draft merger agreement and draft stock purchase agreement, including (i) the lack of a financing failure reverse termination fee, (ii) conditions to the equity financing, (iii) an Accolade termination fee of 3.5% of equity value, (iv) the lack of a reverse termination fee in the event antitrust review was not complete as of the outside date (noting that Wilson Sonsini had previewed an antitrust-related reverse termination fee of 3.5% of equity value), and (v) treatment of unvested equity. The Accolade Board discussed the key points and that Accolade management and Cooley should continue negotiating the transaction documents for the best terms possible. Representatives of Morgan Stanley then joined the meeting and reviewed the terms of the $7.03 Offer and provided Morgan Stanley’s initial analysis of the proposed valuation.

Later that day, Mr. Singh called Mr. Tullman to discuss key terms in the transaction, including proposing (i) that Parent increase the price of its proposal to $7.50 in cash per share of Common Stock, (ii) a reverse termination fee for a financing failure or antitrust, to be 5.0% of equity value, (iii) eliminating all conditions to the equity financing other than (x) expiration or termination of any waiting period under the HSR Act and (y) satisfaction of certain closing conditions set forth in the merger agreement, (iv) an Accolade termination fee of 2.9%, and (v) appropriate treatment of unvested equity. Mr. Tullman indicated that he would work on the issues presented.

On January 5, 2025, the Accolade Board held a meeting with Accolade management and Cooley present. Mr. Singh provided an update on the latest discussions with Parent, including that Accolade management had discussed with Parent a range of potential revenue and Adjusted EBITDA outcomes, including outcomes consistent with the December Projections. Representatives of Cooley then discussed the status of the draft merger agreement and draft stock purchase agreement, including a detailed review of the terms and conditions applicable to the financing commitments in the draft stock purchase agreement. Mr. Singh then reviewed the status of the Morgan Stanley engagement letter.

Later that day, representatives of Cooley sent a revised draft of the stock purchase agreement to representatives of Wilson Sonsini, which eliminated all conditions to the equity financing other than (x) expiration or termination of any waiting period under the HSR Act and (y) satisfaction of certain closing conditions set forth in the merger agreement. Later that night, representatives of Wilson Sonsini sent a revised draft of the merger agreement to representatives of Cooley, which included, among other terms, (i) an Accolade termination fee of 3.3% of the equity value of the transaction and (ii) a Parent termination fee of 5.0% of the equity value of the transaction for each of a financing failure and failure to satisfy the antitrust closing conditions by the outside date.

From January 6, 2025 through the night of January 7, 2025, members of Accolade management and representatives of Cooley and members of Parent management and representatives of Wilson Sonsini continued to negotiate the proposed transaction documents, including the proposed merger agreement and stock purchase agreement.

On January 6, 2025, representatives of Evercore shared with representatives of Morgan Stanley Parent’s best and final offer to acquire Accolade for $7.03 in cash per share of Common Stock (the “Parent Final Offer”). That same day and after receipt of the Parent Final Offer, Mr. Singh called Mr. Klein and discussed the final offer price and related outstanding terms in the draft merger agreement, including with respect to financing protections and treatment of employee matters. Mr. Singh then called Mr. Tullman to discuss the outstanding issues in the draft merger agreement.

Also that day, the Accolade Board reviewed the Morgan Stanley relationship disclosure and proposed final engagement letter and approved Accolade’s entry into the engagement letter with Morgan Stanley.

On January 7, 2025, Accolade entered into the engagement letter with Morgan Stanley in the form reviewed and approved by the Accolade Board.

Later that night, the Accolade Board held a joint meeting of the Accolade Board and the Special Committee, with Accolade management, Cooley, Morgan Stanley and RLF present. Mr. Singh provided an update regarding the status of negotiations with Parent, including the Parent Final Offer. The Accolade Board received an overview of fiduciary duties attendant to a strategic process and in the context of evaluating the potential transaction. Representatives of Cooley then reviewed with the Accolade Board the terms of the final drafts of the merger agreement and stock purchase agreement and the proposed final drafts of the other transaction agreements. Representatives of Morgan Stanley reviewed Morgan Stanley’s financial analysis of the Parent Final Offer. Morgan Stanley then rendered its oral opinion to the Accolade Board, including the Special Committee, subsequently confirmed in writing, that, as of

January 7, 2025, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share consideration of $7.03 in cash to be received by the holders of shares of Common Stock (other than as specified in the merger agreement) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Common Stock, as more fully described in the section of this proxy statement captioned “—Opinion of Accolade’s Financial Advisor” and the full text of the opinion is attached as Annex B to this proxy statement. The Special Committee and RLF summarized the deliberations and related process undertaken by the Special Committee. Mr. Klein then provided an update from the Special Committee on the Special Committee’s assessment of the potential transaction with Parent, and the Special Committee unanimously recommended that the Accolade Board approve and declare advisable the proposed merger agreement and the consummation of the transactions contemplated thereby, including the merger, and recommend the merger agreement to the Accolade stockholders for adoption thereby. The Accolade Board, after considering the factors more fully described in the section of this proxy statement captioned “—Reasons for the Merger” and upon the recommendation of the Special Committee (1) determined that the entry into the merger agreement, and the consummation of the transactions contemplated by the merger agreement, including the merger, were advisable and fair to, and in the best interests of, Accolade and its stockholders; (2) authorized and approved the execution, delivery and performance by Accolade of the merger agreement and the consummation of the transactions, including the merger; (3) recommended that Accolade stockholders adopt the merger agreement and approve the merger and the transactions contemplated by the merger agreement; and (4) directed that the merger agreement be submitted for consideration by the Accolade stockholders at the special meeting.

Following the meeting, later in the evening of January 7, 2025, Accolade management and representatives of Cooley and members of Parent management and representatives of Wilson Sonsini finalized the other transaction documents.

Just after 12:00 am Pacific Time on the morning of January 8, 2025, Accolade and Parent executed the merger agreement.

On January 8, 2025, prior to market open, Accolade and Parent issued a joint press release announcing the execution of the merger agreement.

In the course of reaching its determination and recommendation, the Accolade Board consulted with Accolade management and legal and financial advisors. The Accolade Board considered the following reasons (which are not listed in any relative order of importance), which the Accolade Board viewed as generally supporting its determination and recommendation:

The Accolade Board also assessed Accolade’s prospects for substantially increasing stockholder value as a standalone company in excess of the merger consideration, given the risks and uncertainties in Accolade’s business, including the following (which are not listed in any relative order of importance):

The Accolade Board also considered a number of uncertainties and risks concerning the merger, including the following (which are not listed in any relative order of importance):

After taking into account all of the factors set forth above, as well as others, including the advice of its advisors and Accolade management, and the recommendation of the Special Committee, the Accolade Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger agreement and transactions contemplated by the merger agreement were outweighed by the positive factors and potential benefits associated with the merger agreement and the transactions contemplated by the merger agreement that supported its determination and recommendation. Accordingly, the Accolade Board determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and fair to, and in the best interests of, Accolade and its stockholders.

The foregoing discussion of factors considered by the Accolade Board is not intended to be exhaustive, but summarizes the material factors considered by the Accolade Board in evaluating the merger agreement and the transactions contemplated by the merger agreement and making its recommendation and determination. The members of the Accolade Board evaluated the various factors listed above, among other things, in light of their knowledge of the business, financial condition and prospects of Accolade and considered the advice of Accolade’s independent financial and legal advisors. In view of the wide variety of factors considered by the Accolade Board in connection with its evaluation of the merger agreement, the transactions contemplated by the merger agreement and the complexity of these matters, the Accolade Board did not find it practicable to, and did not, quantify or otherwise

assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the Accolade Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Accolade Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Accolade Board based its unanimous recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Accolade management, and its independent legal and financial advisors.

When considering the recommendation of the Accolade Board that you vote to approve the Merger Agreement Proposal, stockholders should be aware that some of Accolade’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of stockholders more generally. The Accolade Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the merger agreement and the transactions contemplated by the merger agreement were advisable and fair to, and in the best interests of, Accolade and its stockholders, in reaching its decision to authorize and approve the execution, delivery and performance by Accolade of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, in making its recommendation that the Accolade stockholders adopt the merger agreement and approve the merger and the transactions contemplated by the merger agreement and in directing that the merger agreement be submitted for consideration by the stockholders of Accolade at the special meeting. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Accolade’s Directors and Executive Officers in the Merger.”

The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Accolade retained Morgan Stanley to act as its financial advisor in connection with a potential sale of Accolade and to provide financial advice and assistance and, upon the request of Accolade, to render a financial opinion in each case in connection therewith. Accolade selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of and involvement in recent transactions in Accolade’s industry. On January 7, 2025, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Accolade Board to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the merger consideration to be received by the holders of shares of Common Stock (other than the Excluded Shares) was fair, from a financial point of view, to such holders of Common Stock.

The full text of the written opinion of Morgan Stanley delivered to the Accolade Board, dated January 7, 2025, is attached as Annex B and is incorporated by reference into this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Stockholders and beneficial owners of Accolade are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Accolade Board (in connection with and for purposes of its consideration of the fairness of the merger consideration) and addressed only the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of Common Stock (other than the Excluded Shares). Morgan Stanley did not express any view on, and the opinion did not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternatives available to Accolade, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion does not constitute an opinion or recommendation as to how the stockholders of Accolade should vote at the special meeting to be held in connection with the merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

For purposes of rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Accolade, and formed a substantial basis for Morgan Stanley’s opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Accolade of the future financial performance of Accolade. Morgan Stanley’s opinion expressed no view as to such financial projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that, in all respects material to Morgan Stanley’s analysis, the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the stock purchase agreement, and that the definitive merger agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the merger. Morgan Stanley is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Accolade and its legal, tax, or regulatory advisors with respect to legal, tax, or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Accolade’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of shares of Common Stock (other than the Excluded Shares) in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Accolade, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternatives available to Accolade, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of January 7, 2025. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter, dated as of January 7, 2025, to the Accolade Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Accolade Board to rely upon, among other matters, the Projections, which are more fully described in the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” In accordance with direction from the Accolade Board, except as otherwise expressly stated below, Morgan Stanley utilized the December Projections in its financial analyses described below.

Morgan Stanley performed a public trading benchmarks analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain equity analyst research estimates for Accolade with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to herein as the “public trading benchmarks”).

Morgan Stanley analyzed (i) the ratio of aggregate value to estimated revenue and (ii) the ratio of aggregate value to estimated EBITDA, in each case using Wall Street research consensus estimates and publicly disclosed information for the public trading benchmarks and Accolade. For purposes of its analyses, Morgan Stanley calculated “aggregate value” as a company’s fully diluted equity value, per the treasury stock method and using the market price per share as of January 6, 2025, plus total debt, less cash and cash equivalents drawn from the most recently publicly reported figures for such amounts. The trading multiples that were calculated using the market data as of January 6, 2025 are referred to as the “January 6 multiples.”

The January 6 multiples represented by the ratio of aggregate value to estimated revenue and the ratio of aggregate value to estimated EBITDA, in each case for calendar year 2025, for Accolade and the public trading benchmarks are set forth below:

Morgan Stanley also performed a statistical analysis of the relationship between trading multiples and consensus research estimates for revenue growth and EBITDA margins for Accolade and the public trading benchmarks. Based on its analysis of the January 6 multiples for Accolade and each of the public trading benchmarks and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of (i) aggregate value to estimated revenue multiples of 0.5x-1.0x and (ii) aggregate value to estimated EBITDA multiples of 7.0x-12.0x, in each case for calendar year 2025. Morgan Stanley then applied these ranges of multiples to the estimated relevant revenue and EBITDA metrics for Accolade in the December Projections to calculate a range of implied aggregate values. Morgan Stanley then added the net cash of Accolade, as provided by the management of Accolade, to this range of aggregate values to obtain a range of implied equity values. Morgan Stanley then divided the range of implied equity values by the number of outstanding shares of Common Stock on a fully diluted basis as of January 3, 2025, as provided by the management of Accolade, to obtain a range of implied values per share, each rounded to the nearest $0.05, as set forth below:

No company utilized in this analysis is identical to Accolade. In evaluating the public trading benchmarks, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Accolade’s control. These include, among other things, the impact of competition on Accolade’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Accolade and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using public trading benchmark data.

Morgan Stanley performed a discounted equity value analysis for each of the December Projections and the October Projections, which is designed to provide insight into the potential future equity value of a company as a function of such company’s estimated future financial performance. The resulting future equity value is subsequently discounted at a rate based upon Accolade’s cost of equity in order to arrive at an estimate of the implied present value. The discounted equity value analysis for the October Projections was conducted for reference only and was not considered as a component of Morgan Stanley’s fairness analysis with respect to its opinion.

In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Common Stock on a standalone basis for each of the December Projections and the October Projections.

To calculate these discounted fully diluted equity values, Morgan Stanley utilized the EBITDA estimates from each of the December Projections and the October Projections for the fiscal year ending February 28, 2027. Based upon the application of its professional judgment and experience, Morgan Stanley then applied a range of next twelve month (“NTM”) EBITDA multiples of 7.0x-13.0x for the December Projections or 8.0x-14.0x for the October Projections to the applicable EBITDA estimate to determine a range of implied aggregate values of Accolade as of February 28, 2026. Morgan Stanley then calculated a range of implied equity values as of such date by increasing the range of aggregate values by the estimated net cash of Accolade as of such date, as provided by the management of Accolade. Morgan Stanley then divided this range of implied equity values by the number of fully diluted common shares as of such date, as provided by the management of Accolade, assuming no share repurchase over the projected period per the direction of the management of Accolade, to derive a range of implied values per share as of such date. Morgan Stanley then discounted this range of per share values to January 6, 2025, at a discount rate of 14.2%, which rate was selected by Morgan Stanley based on Accolade’s estimated cost of equity (estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience) to determine a range of implied discounted equity values per share, each rounded to the nearest $0.05, as set forth below:

Morgan Stanley performed a discounted cash flow analysis for each of the December Projections and the October Projections, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. The discounted cash flow analysis for the October Projections was conducted for reference only and was not considered as a component of Morgan Stanley’s fairness analysis with respect to its opinion.

Morgan Stanley calculated a range of fully diluted equity values per share as of January 6, 2025 based on a discounted cash flow analysis. Morgan Stanley utilized estimates from each of the December Projections and the October Projections for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flows projected to be generated by Accolade based on estimates in each of the December Projections and the October Projections, as more fully described in the section of this proxy statement captioned “– Unaudited Prospective Financial Information.” These unlevered free cash flows were calculated as earnings before interest, taxes, depreciation and amortization, less (1) a portion of stock-based compensation expense, per the direction of the management of Accolade, (2) taxes (assuming an effective rate of 25.0%, as provided by the management of Accolade, and excluding net operating losses which are accounted for as provided below), (3) cash adjustment to revenue, (4) capitalized software development costs, (5) capital expenditures and (6) plus or minus changes in net working capital, plus an adjustment for bonus accrual, which such estimated unlevered free cash flow, in each case, was reviewed and approved by the management of Accolade for Morgan Stanley’s use. Terminal values were calculated using a perpetual growth rate ranging from 3.0% to 4.0%, with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. The unlevered free cash flows and terminal values were discounted to present values as of January 6, 2025, using a midyear convention, at a discount rate ranging from 13.2% to 15.2%, which discount rates were selected upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of Accolade’s weighted average cost of capital determined by the application of the capital asset pricing model. The resulting range of implied aggregate values was then increased by the net present value of Accolade’s net operating losses and the net cash of Accolade as of November 30, 2024, as provided by the management of Accolade, to derive a range of implied equity values. Morgan Stanley then divided the implied equity values by the number of fully diluted shares, as of January 3, 2025 as provided by the management of Accolade, to derive a range of implied values per share, each rounded to the nearest $0.05, as set forth below:

Morgan Stanley considered, based on publicly available transaction information, comparable public company precedent transactions announced in and since 2016.

Based upon the application of its professional judgment and experience, Morgan Stanley selected the comparable transactions listed below that were included in Morgan Stanley’s multiples paid analysis. For each of these comparable transactions, Morgan Stanley reviewed, among other things, the multiple represented by the ratio of aggregate value to NTM EBITDA.

Based on its analysis of such multiples in these comparable transactions and the application of its professional judgment and experience, Morgan Stanley selected a representative range of 9.0x-23.3x. Morgan Stanley then applied such range of multiples to the estimated NTM EBITDA metric for Accolade in the December Projections to calculate a range of implied aggregate values. Morgan Stanley then divided the range of implied aggregate values by the number of outstanding shares of Common Stock on a fully diluted basis as of January 3, 2025, as provided by the management of Accolade, to obtain a range of implied values per share of Common Stock, each rounded to the nearest $0.05, of $3.10 to $7.65.

No company or transaction utilized in the multiple paid analysis is identical to Accolade or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other factors beyond the control of Accolade, such as the impact of competition on the business of Accolade or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Accolade or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean and median) is not in itself a meaningful method of using precedent transaction data.

Morgan Stanley considered, based on publicly available transaction information, transactions with global public targets larger than $100 million in aggregate value, paid in all-cash consideration (excluding terminated transactions, employee stock ownership plans, self-tenders, spin-offs, share repurchases, minority interest transactions, recapitalizations, and restructurings), since 2000 and announced on or before December 31, 2024. For these transactions, Morgan Stanley noted (i) the distribution of the mean of percentage premiums paid over unaffected stock price, which was defined as the stock price four weeks prior to the earliest date of the deal announcement, announcement of a competing bid, and market rumors and (ii) the annual mean of percentage premiums paid over unaffected stock price, which was defined as stock price four weeks prior to the earliest date of the deal announcement, announcement of a competing bid, and market rumors. Morgan Stanley noted that the 25th percentile of the range of such premiums paid was 20.0%-30.0% and that the 75th percentile of the range of such premiums paid was 50.0%-60.0%.

Based on its analysis of the premia for these transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of premia of 20.0%-60.0%, and applied such range to Accolade’s closing price per share for January 6, 2025, which resulted in an implied price range per share, each rounded to the nearest $0.05, of $4.20 to $5.60.

No company or transaction utilized in the premiums paid analysis is identical to Accolade or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other factors beyond the control of Accolade, such as the impact of competition on the business of Accolade or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Accolade or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean and median) is not in itself a meaningful method of using precedent transaction data.

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Accolade Board, including the following information described in the section of this proxy statement captioned “—Opinion of Accolade’s Financial Advisor—Other Information—Historic Trading Range,” and “—Opinion of Accolade’s Financial Advisor—Other Information—Broker Price Targets.”

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed the historic trading range of Common Stock for the 52-week period ending January 6, 2025, and noted low and high per share intraday prices of $3.08 on November 4, 2024 and $15.36 on January 10, 2024. Morgan Stanley also reviewed the trading range of Common Stock for the 6-month period ending January 6, 2025, and noted low and high per share intraday prices of $3.08 on November 4, 2024 and $4.55 on August 23, 2024.

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for Common Stock that were prepared and published by equity research analysts on or before January 6, 2025 and subsequent to Accolade’s most recent earnings call on October 8, 2024. These forward targets reflected each analyst’s estimate of the future public market trading price of Common Stock. The range of undiscounted analyst price targets was $5.00 to $9.50 per share of Common Stock. Morgan Stanley discounted the range of analyst price targets, at a discount rate of 14.2%, which rate was selected by Morgan Stanley based on Accolade’s estimated cost of equity (estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience), to arrive at an implied range of equity values of $4.40 to $8.30 per share of Common Stock as of January 6, 2025.

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

In connection with the review of the merger by the Accolade Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Accolade.

In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of Accolade. These include, among other things, the impact of competition on the business of Accolade and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Accolade and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of Common Stock (other than the Excluded Shares), and in connection with the delivery of its opinion to the Accolade Board. These analyses do not purport to be appraisals or to reflect the prices at which Common Stock might actually trade.

The value of the merger consideration to be received by the holders of shares of Common Stock was determined through arm’s-length negotiations between Accolade and Parent and was approved by the Accolade Board. Morgan Stanley acted as financial advisor to Accolade during these negotiations but did not, however, recommend any specific consideration to Accolade or the Accolade Board, nor opine that any specific consideration constituted the only appropriate consideration for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternatives available to Accolade, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how stockholders of Accolade should vote at the special meeting to be held in connection with the merger.

Morgan Stanley’s opinion and its presentation to the Accolade Board was one of many factors taken into consideration by the Accolade Board in deciding to approve the execution, delivery and performance by Accolade of the merger agreement and the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Accolade Board with respect to the merger consideration or of whether the Accolade Board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

Accolade retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Parent, Accolade, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided Accolade financial advisory services and the Accolade Board with a fairness opinion, described in this section and attached to this proxy statement as Annex B, in connection with the merger, and Accolade has agreed to pay Morgan Stanley a fee of approximately $14,600,000 for its services, $2,000,000 of which was paid following delivery of the opinion described in this section and attached to this proxy statement as Annex B and the remainder of which is contingent upon the consummation of the merger. Accolade has also agreed to reimburse Morgan Stanley for its reasonable, documented, out-of-pocket expenses, including reasonable, documented, out-of-pocket fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Accolade has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages, liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws, including arising out of or in connection with litigation and other actions relating to Morgan Stanley’s engagement.

During the two years preceding the date of delivery of Morgan Stanley’s written opinion, except for the engagement with Accolade in connection with the merger, Morgan Stanley or its affiliates have not received any fees from Accolade or Parent for the rendering of financial advisory and financing services. Morgan Stanley may seek to provide financial advisory and financing services to Accolade and Parent and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

While Accolade has publicly issued limited short-term guidance concerning aspects of its expected financial performance from time to time, Accolade does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, earnings or other results of operations given the inherent unpredictability of such projections and underlying assumptions.

In connection with the potential transaction, including the merger, Accolade management, at the direction of the Accolade Board, prepared certain non-public, unaudited prospective financial information, including (i) forecasts, which were prepared by Accolade management in October 2024, for the fourth quarter of fiscal year 2025 through fiscal year 2030 (the “October Projections”), and (ii) revised forecasts, which were prepared by Accolade Management in December 2024, for the fourth quarter of fiscal year 2025 through fiscal year 2030 (the “December Projections”). The October Projections and the December Projections are collectively referred to as the “Projections”. The October Projections were made available by Accolade to prospective bidders in the transaction process, including Parent. Accolade management also discussed with Parent a range of potential revenue and Adjusted EBITDA outcomes, including outcomes consistent with the December Projections. The Projections were also provided by Accolade to, and approved by the Accolade Board for use by, Morgan Stanley for purposes of performing its financial analyses, and the Accolade Board directed Morgan Stanley to use the December Projections in connection with rendering its opinion to the Accolade Board, which is described in the section of this proxy statement captioned “—Opinion of Accolade’s Financial Advisor”. Given the challenges Accolade faced with its business and the Accolade Board’s expectation that the financial performance contemplated by the October Projections was not achievable, the Accolade Board did not direct Morgan Stanley to use the October Projections, and Morgan Stanley did not use the October Projections, in connection with rendering its opinion to the Accolade Board.

The December Projections, as compared to the October Projections, assume lower estimated growth rates and forecasted profitability due to certain market factors, industry dynamics, and headwinds including reductions in outlook for new sales and customer retention performance, performance guarantee revenue achievement given an elevated healthcare cost environment, and usage-based revenues including direct-to-consumer revenues. The

December Projections assume (i) revenue growth rates of 7.4% in fiscal year 2025, 4.5% in fiscal year 2026, 8.5% in fiscal year 2027, 8.4% in fiscal year 2028, 8.2% in fiscal year 2029 and 8.0% in fiscal year 2030 (as compared to the October Projections which assume revenue growth rates of 11.0% in fiscal year 2025, 7.6% in fiscal year 2026 and 13.8% from fiscal year 2027 through fiscal year 2030); (ii) an adjusted gross margin of 49.7% in fiscal year 2025 and 50% in each fiscal year from 2026 to 2030 (as compared to the October Projections which assume an adjusted gross margin of 50.0% in fiscal year 2025 and an increase in adjusted gross margin from 51.5% in fiscal year 2026 to 56.5% in fiscal year 2030); (iii) moderated operational expenditures in light of reduced revenue growth, and (iv) reduced free cash flow realization rates.

In connection with performing its financial analyses, Morgan Stanley prepared certain extrapolations, based on guidance from Accolade management, for fiscal year 2031 through fiscal year 2035 (i) using the October Projections (the “October Extrapolations”) and (ii) using the December Projections (the “December Extrapolations”). The October Extrapolations and the December Extrapolations are collectively referred to as the “Extrapolations”.

Accolade operates on a fiscal year ending at the end of February of each year.

The information and tables set forth below is included solely to give Accolade stockholders access to certain information that was made available to the Accolade Board and Morgan Stanley and is not included in this proxy statement in order to influence any stockholder’s decision to vote with respect to the proposal to adopt the merger agreement or for any other purpose:

The Projections and Extrapolations were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of

Certified Public Accountants for preparation and presentation of projections of prospective financial information. Adjusted EBITDA and Unlevered Free Cash Flow, the non-GAAP financial measures used in the Projections and Extrapolations, were relied upon by the Accolade Board in connection with the merger. The Accolade Board and management historically have used Adjusted EBITDA to assess Accolade’s operating performance and for business planning purposes. The Accolade Board determined that the use of Adjusted EBITDA in the Projections and Extrapolations was most consistent with Accolade’s past practice and appropriate in generating financial projections on a period-to-period basis. While Accolade believes that Adjusted EBITDA provides useful supplemental information in analyzing Accolade’s financial results, there are limitations associated with the use of Adjusted EBITDA. In addition, Adjusted EBITDA as used by Accolade may not be directly comparable to similarly titled measures used by other companies, because not all companies calculate Adjusted EBITDA in the same manner, and should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

The most directly comparable GAAP financial measure for Adjusted EBITDA is net income (loss), and the most directly comparable GAAP financial measure for Unlevered Free Cash Flow is net cash provided by (used in) operating activities. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction, such as the transactions contemplated by the merger agreement, if the disclosure is included in a document such as this proxy statement. Accordingly, Accolade has not provided a reconciliation of Adjusted EBITDA included in the Projections and Extrapolations to net income (loss) or a reconciliation of Unlevered Free Cash Flow to net cash provided by (used in) operating activities.

The Projections and Extrapolations reflect estimates and assumptions made by Accolade management with respect to general business, economic, competitive, regulatory and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Accolade’s control. In particular, the Projections and Extrapolations, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. The Projections and Extrapolations cover multiple years and, by their nature, become less predictive with each successive year and are unlikely to anticipate each circumstance that will have an effect on Accolade’s business and results of operations. None of Accolade, Parent or any of their respective affiliates, advisors or other representatives makes any representation to any stockholder regarding the validity, reasonableness, accuracy or completeness of the Projections and Extrapolations, or the ultimate performance of Accolade relative to the financial projections. The inclusion of the Projections and Extrapolations in this proxy statement does not constitute an admission or representation of Accolade that the Projections and Extrapolations, or the information contained therein, is material. Except as required by applicable law, neither Accolade nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Projections and Extrapolations if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account in evaluating the Projections and Extrapolations, which were prepared as of an earlier date.

The Projections and Extrapolations should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Accolade in its public filings with the SEC. The Projections and Extrapolations may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date on which they were prepared. The Projections and Extrapolations were developed by Accolade management on a standalone basis without giving effect to the merger and the other transactions contemplated by the merger agreement, and therefore the Projections and Extrapolations do not give effect to the transactions contemplated by the merger agreement or any changes to Accolade’s operations or strategy that may be implemented after the consummation of the merger, including any costs incurred in connection with the transactions contemplated by the merger agreement. Furthermore, the Projections and Extrapolations do not take into account the effect of any failure of the transactions contemplated by the merger agreement to be completed and should not be viewed in that context.

The Projections and Extrapolations further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Projections and Extrapolations should not be regarded as an indication that Accolade or anyone

who received the Projections and Extrapolations then considered, or now considers, the Projections and Extrapolations to be necessarily predictive of actual future events, and this information should not be relied upon as such. Accolade management views the Projections and Extrapolations as subject to inherent risks and uncertainties associated with such long-range projections.

When considering the recommendation of the Accolade Board that you vote to approve the Merger Agreement Proposal, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. In (1) evaluating and negotiating the merger agreement; (2) authorizing and approving the execution, delivery and performance by Accolade of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger; and (3) recommending that Accolade stockholders adopt the merger agreement and approve the merger and the transactions contemplated by the merger agreement, the Accolade Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

Pursuant to the terms of the merger agreement, directors and officers of Accolade will be entitled to certain ongoing indemnification, advancement and insurance coverage, including under directors’ and officers’ liability insurance policies and fiduciary liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

As of [•], 2025 there were outstanding Accolade Options to purchase an aggregate of [•] Shares with an exercise price below the per share price, of which Accolade Options to purchase an aggregate of [•] Shares were held by our current executive officers and [•] Shares were held by our current non-employee directors.

At the effective time of the merger, each Accolade Option that is outstanding immediately prior to the effective time and that is vested, including after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, with an exercise price per Share that is less than the merger consideration will be automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such Accolade Option, multiplied by (ii) the excess, if any, of (A) the merger consideration over (B) the per share exercise price for such Accolade Option, less applicable tax withholdings. Any Accolade Option that is unvested as of immediately prior to the effective time after giving effect to any accelerated vesting and separation right applicable to any individual other than a continuing employee will be automatically cancelled at the effective time of the merger for no consideration.

As of [•], 2025, there were outstanding awards of Accolade RSUs (or portions thereof) that cover an aggregate of [•] Shares, of which Accolade RSUs covering an aggregate of [•] Shares were held by our current executive officers and Accolade RSUs covering an aggregate of [•] Shares were held by our current non-employee directors.

At the effective time of the merger, each Accolade RSU that is outstanding immediately prior to the effective time and that is vested, including after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, will be automatically cancelled and converted into the right to receive an amount in cash equal to the merger consideration, less applicable withholding taxes. Each Accolade RSU that is unvested as of immediately prior to the effective time after giving effect to any accelerated vesting and separation right applicable to any individual other than a continuing employee will be automatically cancelled at the effective time of the merger for no consideration.

As of [•], 2025, there were outstanding awards of Accolade PSUs (or portions thereof) that cover an aggregate of [•] Shares, of which Accolade PSUs covering an aggregate of Severance Arrangements with Executive Officers Shares were held by our current executive officers and Accolade PSUs covering an aggregate of [•] Shares were held by our current non-employee directors.

At the effective time of the merger, the portion of each Accolade PSU that is outstanding immediately prior to the effective time and that is vested or that will become vested at the effective time, including after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, will be automatically cancelled and converted into the right to receive an amount in cash equal to the merger consideration, less applicable withholding taxes. At the effective time of the merger, each other portion of outstanding Accolade PSUs will be automatically cancelled for no consideration.

The merger agreement generally provides that, effective as of the date of the merger agreement, we will take all actions with respect to ESPP that are necessary to ensure that: (i) with respect to any ESPP Offering Period, no employee who is not already a participant in the ESPP as of such date may become a participant, and no existing participant may make additional contributions, whether through payroll deductions or otherwise, following such date; (ii) subject to the consummation of the merger, the ESPP will terminate effective immediately prior to the effective time of the merger; (iii) if any ESPP Offering Period concludes prior to the effective time of the merger, the ESPP will be suspended, and no new offering periods will be initiated prior to the termination of the merger agreement; and (iv) if any ESPP Offering Period remains in effect at the effective time of the merger, the last day of such offering period will be accelerated to a date prior to the closing date of the merger as determined by our board of directors in accordance with the ESPP, and we will apply the funds credited to each participant’s account as of such date to the purchase of whole Shares in accordance with the terms of the ESPP.

Accolade may amend outstanding equity awards held by Stephen Barnes and Messrs. Singh, and Eskew to provide for single-trigger acceleration of vesting in connection with the merger. We may amend equity awards held by certain of our other associates with double-trigger vesting acceleration agreements (agreements that would have provided accelerated vesting upon a qualifying termination of employment if unvested equity awards had continued in effect), including Robert Cavanaugh, to provide for single-trigger acceleration of vesting in connection with the merger, subject to Parent’s determination regarding their continued employment following an interview process and contingent on the execution of a customary release of claims in a form reasonably approved by Parent. Such single-trigger vesting acceleration of Accolade PSUs would be at the target level of performance.

Pursuant to the terms of our Amended and Restated Non-Employee Director Compensation Policy, all outstanding unvested equity awards held by our non-employee directors will become fully vested as of immediately prior to the closing of the merger, subject to their continued service to us through the closing date of the merger.

Pursuant to the terms of the merger agreement, Accolade may determine and pay annual and quarterly bonus or commission payments to the extent earned in accordance with the terms of the applicable plans at any time following the conclusion of the fiscal year ending February 28, 2025, provided that such bonuses are based upon metrics agreed between the parties and payments are based on actual achievement as of February 28, 2025. Accolade may implement a performance-based cash bonus program for the fiscal year ending February 28, 2026. As of the date of this proxy statement, the amount of bonuses that may be payable to any of our executive officers, if any, has not been determined.

Pursuant to the terms of Accolade disclosure letter to the merger agreement, we may establish a cash retention bonus program for certain of our employees, including our current executive officers, in such amounts as may be determined by our Chief Executive Officer or his designees (the “Retention Bonuses”). The Retention Bonuses will be subject to the continued employment of such employees through, and payable at, the closing of the merger. As of the date of this proxy statement, the amount of any such Retention Bonus payable to any of our executive officers, if any, has not been determined.

Following the closing, Parent will adopt a cash retention program pursuant to which each continuing employee with a title of Vice President or above, as of the date of the merger agreement (other than Messrs. Singh, Barnes and Eskew), will be eligible to receive a retention bonus equal to three months of such continuing employee’s base salary

as in effect immediately prior to the closing (each, a “VP+ Retention Award”). The VP+ Retention Awards will vest on the first anniversary of the closing of the merger and be paid as soon as practicable thereafter, provided that any eligible continuing employee whose employment is terminated by Parent without cause (as defined in the schedules to the merger agreement) within 12 months following the closing will be paid the VP+ Retention Award as soon as practicable following such termination of employment, subject to the execution of a release of claims in a form provided by Parent.

Additionally, the schedules to the merger agreement provide that, Parent will grant each continuing employee an option to purchase shares of Parent common stock (a “Parent Option”) based on the number of shares underlying the continuing employee’s unvested Accolade RSUs and earned but unvested Accolade PSUs terminated in connection with the merger, adjusted for the merger consideration and the price per share paid in the Equity Financing. Each Parent Option will be granted under Parent’s equity incentive plan, with an exercise price equal to the fair market value of Parent’s common stock on the date of grant and will vest 25% on the first anniversary of the closing of the merger, with the remainder vesting in equal monthly installments over the following three years, subject to continued service. For certain of our executives, including Mr. Cavanaugh, if his employment is terminated without cause (as defined in the schedules to the merger agreement) within 12 months following the closing, the portion of his Parent Option that would have vested in the 12 months following such termination will accelerate, subject to his execution of a release of claims.

Upon Mr. Singh’s termination of employment due to death or disability, termination of employment by Accolade without cause or resignation by Mr. Singh for good reason (each as defined in the Employment Agreement with Mr. Singh), Mr. Singh is eligible for severance benefits in the form of base salary continuation for a period of 12 months and the acceleration of all outstanding equity awards to the extent such awards would have otherwise become vested if Mr. Singh’s employment had not been terminated for a period of nine months following such termination. Upon termination without cause or resignation for good reason within one-year of a company transaction (as defined in the Amended and Restated 2007 Stock Option Plan (the “2007 Plan”), which includes consummation of the merger), Mr. Singh’s outstanding equity awards vest according to the vesting acceleration provisions set forth in the respective award agreements.

Upon Mr. Barnes’ termination of employment for any reason, except a termination by Accolade for cause (as defined in the Letter Agreement entered into with Mr. Barnes (the “Barnes Employment Agreement”)), Mr. Barnes is eligible for severance benefits in the form of (i) continued base compensation and (ii) payment of COBRA premiums, for up to one year from the date of termination or, if earlier, the date Mr. Barnes next becomes employed full-time by another employer. In the event that Mr. Barnes is terminated as a result of an acquisition of Accolade (including consummation of the merger), all of Mr. Barnes’ outstanding unvested Accolade Options shall immediately vest.

We may provide our named executive officers with cash severance equal to 12 months of their base salary, payable in a lump sum at closing, subject to the execution of a customary release of claims.

We have entered into Equity Vesting Acceleration Agreements (the “Acceleration Agreements”) with certain of our executive officers, including each of our named executive officers, which provide that, if the executive’s employment is terminated by Accolade without cause or by the executive for good reason (each as defined in the Acceleration Agreements) within 12 months following a corporate transaction (which would include consummation of the merger) or within two months preceding a corporate transaction, all outstanding unvested equity awards, including awards subject to performance criteria, will fully vest and become exercisable, if applicable, as of the date of such termination, subject to the executive’s execution of a release of claims. The vesting of equity awards held by our executive officers is subject further to the treatment described in “—Interests of Accolade’s Directors and Executive Officers in the Merger—Treatment of Equity Awards—Vesting Acceleration.”

As of the date of this proxy statement, none of Accolade’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Parent or Merger Sub; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Parent or Merger Sub to be effective following the consummation of the merger. Accolade’s executive officers may enter into an agreement with Parent or Merger Sub to provide for additional benefits to be effective following the consummation of the merger.

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Accolade’s named executive officers that is based on, or that otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Accolade’s named executive officers. Accolade’s “named executive officers” for purposes of the disclosure in this proxy statement are Rajeev Singh, Stephen Barnes, Robert Cavanaugh and Richard Eskew. For additional details regarding the terms of the payments quantified below, see the other subsections of the section of this proxy statement captioned “—Interests of Accolade’s Directors and Executive Officers in the Merger.”

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table solely for purposes of this golden parachute compensation disclosure:

Our stockholders are being asked to approve the Compensation Proposal (see the section entitled “Proposal 2: The Compensation Proposal”). Because the vote to approve the Compensation Proposal is advisory only, it will not be binding on either Accolade or Parent. Accordingly, if the merger is approved by our stockholders and the merger is completed, the compensation will be payable regardless of the outcome of the advisory vote to approve the Compensation Proposal.

The following table sets forth the number of Shares, and the number of Shares underlying equity awards, held by each of Accolade’s named executive officers and non-employee directors that were outstanding as of January 31, 2025. The table also sets forth the values of these Shares and equity awards, determined as the number of Shares multiplied by the per share price (minus the per share exercise price for any Accolade Option). No additional Shares or equity awards have been granted to any named executive officer or non-employee director in contemplation of the merger. The named executive officers and non-employee directors set forth in the table below may sell, transfer or otherwise dispose of their Shares from time to time before the effective time of the merger.