EVBG Everbridge Inc

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11 , 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act Of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

EVERBRIDGE, INC.

(Name of Registrant as Specified In Its Charter)

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

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

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11, 2024

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

To the Stockholders of Everbridge, Inc.:

You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement, or other delay thereof, as the “special meeting”) of Everbridge, Inc. (which we refer to as “Everbridge”). The special meeting will be held on [●], 2024 at [●], Eastern time. You may attend the special meeting via a live interactive webcast on the internet at [●]. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Amended and Restated Agreement and Plan of Merger (as it may be amended from time to time), dated February 29, 2024 (which we refer to as the “merger agreement”), among Project Emerson Parent, LLC, a Delaware limited liability company (which we refer to as “Parent”), Project Emerson Merger Sub, Inc., (which we refer to as “Merger Sub”) and Everbridge, which amended and restated the Agreement and Plan of Merger, dated February 4, 2024, among Parent, Merger Sub and Everbridge (which we refer to as the “original merger agreement”). Parent and Merger Sub are affiliates of Thoma Bravo, L.P. (which we refer to as “Thoma Bravo”), a leading software investment firm and one of the largest and most experienced global private equity firms. We refer to the merger of Merger Sub (a wholly owned subsidiary of Parent) with and into Everbridge as the “merger.” At the special meeting, you will also 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 Everbridge to its named executive officers in connection with the merger; and a proposal for 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 adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $35.00 in cash, without interest thereon and subject to any applicable withholding taxes, for each share of our common stock that you own (unless you have properly exercised your appraisal rights). This amount constitutes (1) a premium of approximately 47% over Everbridge’s closing share price on February 2, 2024, the last full trading day prior to the transaction announcement under the original merger agreement, and (2) a premium of approximately 62% over the volume weighted average price of Everbridge stock for the 90-day period ending February 2, 2024.

Everbridge’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement: (1) determined that the merger agreement, and the other transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Everbridge and its stockholders; and (2) approved the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Everbridge’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR” 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 adopt the merger agreement at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement and the merger, 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 Everbridge’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

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 adoption of the merger agreement.

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 adoption of the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

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

1407 Broadway, 27^th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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

The accompanying proxy statement is dated [●], 2024, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [●], 2024.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11, 2024

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON [●], 2024

Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Everbridge, Inc., a Delaware corporation (which we refer to as “Everbridge”), will be held on [●], 2024, at [●], Eastern time, for the following purposes:

The special meeting will be held by means of a live interactive webcast on the internet at [●]. 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 [●], Eastern time. Online check-in will begin a few minutes prior to the special meeting. 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).

Only Everbridge stockholders as of the close of business on [●], 2024, are entitled to notice of, and to vote at, the special meeting.

Everbridge’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR” 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 adopt the merger agreement at the time of the special meeting.

Everbridge record stockholders or beneficial owners who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock (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 $35.00 per share in cash, 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 (which we refer to as the “DGCL”). To do so, an Everbridge record 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 accompanying proxy statement, 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.

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 adoption of the merger agreement.

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 adoption of the merger agreement.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11, 2024

EVERBRIDGE, INC.

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON [●]

This proxy statement is dated [●] and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about [●].

TABLE OF CONTENTS

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YOUR VOTE IS IMPORTANT

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 adoption of the merger agreement.

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 proposal to adopt the merger agreement.

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:

1407 Broadway, 27^th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. 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, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of our common stock without attending the special meeting and to ensure that your shares of our common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

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The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger, or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will have the same effect as a vote “AGAINST” these proposals.

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Then, even if you expect 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), so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

In specified circumstances in which the merger agreement is terminated, Everbridge has agreed to pay Parent (or its designee) a termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Remedies.”

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Accordingly, if the merger agreement is adopted by our stockholders and the merger is consummated, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger will or may be paid to Everbridge’s named executive officers even if our stockholders do not approve such compensation.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” If you are a beneficial owner of shares of our common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

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The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of our common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of our common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Even if you plan to attend the special meeting, to ensure that your shares will be represented at the special meeting, we encourage you to sign, date and return 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 previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. 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 voted at the meeting, which will have the same effect as voting against the adoption of the merger agreement.

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

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Everbridge Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” 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 adopt the merger agreement at the time of the special meeting.

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You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

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A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. This discussion is provided for general information only and does not constitute legal or tax advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

Everbridge and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on February 16, 2024. Both before and after the expiration of the applicable waiting period, the FTC and the DOJ retain the authority to challenge the merger on antitrust grounds.

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In addition, Parent, in coordination and consultation with Everbridge, submitted one of the specified FDI filings on March 8, 2024. The parties intend to submit the other specified FDI filings as soon as is reasonably practicable.

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1407 Broadway, 27^th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other 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, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to Everbridge’s strategy, goals, future focus areas and the value of the proposed transaction to Everbridge’s stockholders. These forward-looking statements are based on Everbridge’s management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or similar expressions and the negatives of those terms. These forward-looking statements involve risks and uncertainties, including statements regarding: the merger, including the expected timing of the closing of the merger; considerations taken into account by the Everbridge Board in approving the merger; and expectations for Everbridge following the closing of the merger.

If any of these risks or uncertainties materialize, or if any of Everbridge’s assumptions prove incorrect, Everbridge’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with:

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All forward-looking statements contained or referred to in this proxy statement are based on information available to Everbridge as of the date of this proxy statement, and Everbridge does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by law. Everbridge expressly qualifies in their entirety all forward-looking statements attributable to either Everbridge or any person acting on Everbridge’s behalf by the cautionary statements contained or referred to in this proxy statement.

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THE SPECIAL MEETING

Date, Time and Place

We will hold the special meeting on [●], 2024, at [●], Eastern time. You may attend the special meeting via a live interactive webcast on the Internet at [●]. 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.

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.

Purpose of the Special Meeting

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Attending the Special Meeting

The special meeting will begin at [●], Eastern time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at [●]. 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 meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Record Date; Shares Entitled to Vote; Quorum

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 corporate offices located at 25 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, during regular business hours for a period of no less than ten days ending on the day before the date of the special meeting. The stockholder list will also be available to stockholders of record for examination during the special meeting at [●]. You will need the control number included on your proxy card or otherwise provided by your bank, broker or other nominee to access the stockholder list during the special meeting.

As of the record date, there were [●] shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock 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.

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The holders of a majority of the issued and outstanding shares of our common stock entitled to vote, present in person, by remote communication, if applicable, or represented by proxy at the special meeting, shall constitute a quorum.

Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock as of the record date. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “AGAINST” any proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; or (2) the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Shares Held by Everbridge’s Directors and Executive Officers

As of the record date, Everbridge’s directors and certain of their affiliates that hold shares of common stock, in each case in their capacities as stockholders of Everbridge, beneficially owned and were entitled to vote, in the aggregate, [●] shares of our common stock, representing approximately [●]% of the issued and outstanding shares of our common stock as of the record date.

Certain of Everbridge’s directors and certain of their affiliates hold shares of common stock. As of the date of this proxy statement, Everbridge has not been informed that any of our directors or such affiliates intend to vote all of their shares of our common stock other than: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR” 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 adopt the merger agreement at the time of the special meeting.

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Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A., 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” adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” 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 adopt the merger agreement at the time of the special meeting.

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 proposals (A) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; or (B) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Revocability of Proxies

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.

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If you hold your shares of our common stock 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 Everbridge Board’s Recommendation

The Everbridge Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Everbridge Board and Reasons for the Merger,” has (1) determined that the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Everbridge and its stockholders; and (2) approved the merger agreement, and the transactions contemplated by the merger agreement, including the merger.

The Everbridge Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” 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 adopt the merger agreement at the time of the special meeting.

Adjournment

In addition to the proposals to (1) adopt the merger agreement and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger, our stockholders are also being asked to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. If a quorum is not present, the chairperson of the special meeting or the stockholders entitled to vote at the special meeting, present in person 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. The chairperson may also adjourn the meeting to another place, if any, date or time, even if a quorum is present. 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.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Everbridge. 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 $25,000, 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 of our common stock 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.

Anticipated Date of Completion of the Merger

We currently expect to complete the merger in the second quarter of 2024. 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.

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Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold 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 if certain conditions set forth in Section 262(g) of the DGCL are satisfied. 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 of our common stock, 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 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). The surviving corporation is 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 Everbridge before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of our common stock 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 Everbridge 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 of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Other Matters

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 of our common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [●], 2024

This proxy statement is available through the SEC’s website at www.sec.gov and on the “SEC Filings” section of our website located at https://ir.everbridge.com/sec-filings. The information included on our website is not incorporated herein by reference.

Householding of Special Meeting Materials

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of our disclosure documents at this time, please notify us by sending a written request to Investor Relations, 25 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, or by telephone at (818) 230-9700.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of our disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact our Corporate Secretary using the contact method above, if you hold registered shares.

Questions and Additional Information

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor at:

1407 Broadway, 27^th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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THE MERGER

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.

Parties Involved in the Merger

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

(818) 230-9700

Everbridge is a global software company that empowers resilience by leveraging intelligent automation technology to enable customers to anticipate, mitigate, respond to, and recover from critical events to keep people safe and organizations running. Boston Consulting Group defines resilience as ‘a company’s capacity to absorb stress, recover critical functionality, and thrive in altered circumstances.’ During public safety threats including severe weather conditions, active shooter situations, terrorist attacks or a pandemic, as well as critical business events such as IT outages, cyber-attacks, product recalls or supply-chain interruptions, global customers rely on our CEM platform to empower their resilience and to quickly and reliably aggregate and assess threat data, locate people at risk and responders able to assist, automate the execution of pre-defined communications processes through the secure delivery to a comprehensive range of different communication channels and devices, and track progress on executing response plans. Our customers use our platform to identify and assess hundreds of different types of threats to their organizations, people, assets or brand. Our solutions enable organizations to automate and deliver intelligent, contextual messages to, and receive verification of delivery from, hundreds of millions of recipients, across multiple communications modalities such as voice, Short Message/Messaging Service and email, in several languages and dialects – all simultaneously. Our CEM platform is comprised of a comprehensive set of software applications packaged for organizations to address five core use cases, safeguarding: Business Operations, People Resilience, Digital Operations, Smart Security, and Public Safety. Our individual products address the full spectrum of tasks an organization requires to manage a critical event, including Mass Notification, Safety Connection, IT Alerting, Risk Intelligence, Public Warning, Community Engagement, Crisis Management, CareConverge, Control Center, Travel Protector, SnapComms and E911. Everbridge applications leverage our CEM platform, permitting customers to use a single contacts database, rules engine of algorithms and hierarchies, and user interface to accomplish multiple objectives. We believe that our broad suite of integrated applications delivered via a single global CEM platform is a significant competitive advantage in the resilience market for CEM solutions.

Our common stock is listed on NASDAQ under the symbol “EVBG.”

Project Emerson Parent, LLC

c/o Thoma Bravo, L.P.

One Market Plaza, Spear Tower, Suite 2400

San Francisco, California 94105

(415) 263-3660

Parent was formed on January 16, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than as incidental to its formation

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and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Project Emerson Merger Sub, Inc.

c/o Thoma Bravo, L.P.

One Market Plaza, Spear Tower, Suite 2400

San Francisco, California 94105

(415) 263-3660

Merger Sub is a wholly owned subsidiary of Parent and was formed on January 16, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and Everbridge will continue as the surviving corporation.

Effects of the Merger

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 Everbridge; (2) the separate corporate existence of Merger Sub will cease; and (3) Everbridge will continue as the surviving corporation of the merger and a wholly owned subsidiary of Parent.

As a result of the merger, Everbridge will cease to be a publicly traded company, our common stock will be delisted from NASDAQ and deregistered under the Exchange Act and Everbridge will no longer file periodic reports with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

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 we, Parent and Merger Sub may agree and specify in such certificate of merger).

Effect on Everbridge if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, (1) Everbridge 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) we 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 highly competitive industry in which Everbridge 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 common stock may decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our common stock. If the merger is not completed, the Everbridge Board will continue to evaluate and review, among other things, Everbridge’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, Everbridge’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, Everbridge has agreed to pay Parent (or its designee) the applicable termination fee.

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Effect of the Merger on Our Outstanding Common Stock

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger:

At or prior to the Closing, a sufficient amount of cash will be deposited with a designated payment agent to pay the aggregate per share price. Once a stockholder has provided the payment agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message with respect to book-entry shares, appropriate letter of transmittal and other items specified by the payment agent, then the payment agent will pay the stockholder the appropriate portion of the aggregate per share price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of our stockholders will have the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as an Everbridge stockholder (except that our stockholders holding shares with respect to which an appropriate person has properly and validly exercised and perfected, and has not validly withdrawn or otherwise lost their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described below in the section of this proxy statement captioned “The Merger—Appraisal Rights”).

Background of the Merger

The Everbridge Board and senior management team regularly consider, on an ongoing basis, Everbridge’s long-term strategy and the range of strategic opportunities available to strengthen its business and to enhance stockholder value, including financing opportunities, development of its product offerings, investments in potential new growth opportunities, acquisitions, licensing arrangements and other strategic transactions.

Following the announcement in November of 2021 of Everbridge’s third quarter 2021 financial results and fourth quarter 2021 financial outlook, the departure in December of 2021 of Everbridge’s former Chief Executive Officer and in consideration of several news articles published in January and February of 2022 citing Everbridge as a potential activist target, the Everbridge Board and senior management determined it prudent to review financial and other advisor resources to advise Everbridge with respect to stockholder activism and related matters. At a regularly scheduled meeting of the Everbridge Board on February 10, 2022, the Everbridge Board invited Qatalyst Partners LP (“Qatalyst Partners”), Cooley LLP (“Cooley”), the company’s outside legal

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counsel, and a communications firm specializing in stockholder activism to discuss the current market and status of Everbridge. Following the discussion, the Everbridge Board determined to proceed to engage Qatalyst Partners for strategic advice based on its extensive expertise, knowledge of the industry in which Everbridge operates and experience advising technology companies in connection with potential strategic transactions and stockholder activism, and further directed senior management to negotiate an engagement letter with Qatalyst Partners. The Everbridge Board subsequently reviewed and approved the proposed terms of the engagement letter with Qatalyst Partners on March 28, 2022. The Everbridge Board thereafter authorized Everbridge to formally engage Qatalyst Partners on the terms presented at the meeting, and Qatalyst Partners was formally engaged shortly thereafter effective as of April 2, 2022.

In early March 2022, Ancora Advisors (“Ancora”) privately approached members of the senior management team to convey that Ancora had taken a position in Everbridge’s stock and would be sending a letter to the Everbridge Board. Later that month, on March 17, 2022, Ancora made public a letter to the Everbridge Board declaring, among other things, that an immediate exploration of strategic alternatives should commence. On April 4, 2022, Ancora made public a letter indicating that Ancora believed that financial sponsors were interested in acquiring Everbridge. On April 7, 2022, another known stockholder activist sent a private letter to the Everbridge Board with similar statements to the effect that an immediate exploration of strategic alternatives should commence.

On April 29, 2022, Everbridge made a public statement regarding Ancora’s letter, indicating that Everbridge was taking the initiative to improve its go-forward strategic direction, go-to-market execution and efficiency, including by pausing material new mergers and acquisitions activity and focusing on integrating previous acquisitions, simplifying product offerings, focusing on land-and-expand opportunities and conducting a thorough search for a permanent CEO. Ancora subsequently initiated a “withhold campaign” against certain Everbridge Board directors in connection with the annual stockholder meeting in May of 2022. All nine of the then-current members of the Everbridge Board were reelected. Following the results of the 2022 annual meeting, on May 26, 2022, Ancora reiterated in a public statement its position that Everbridge should be sold at the right price.

In May of 2022, the Everbridge Board met several times to review the company’s business and prospects, including the ongoing search for a permanent CEO and the business environment in the industry, as well as to approve and direct senior management to implement a strategic realignment to accelerate growth in key business segments and streamline operations, which included a targeted realignment and reduction of headcount, facilities and third-party spending (which, as was amended from time to time, we refer to as the “2022 strategic realignment”). The Everbridge Board also received regular updates from senior management and Qatalyst Partners regarding informal inbound inquiries from potential strategic and financial investors following the Ancora public statements. In response to these developments, the Everbridge Board directed senior management and representatives of Qatalyst Partners to prepare for a review of strategic alternatives, including a list of the most likely interested third parties in the event the Everbridge Board determined to conduct further activity in connection therewith. Thereafter, representatives of Qatalyst Partners worked with senior management to identify and keep current a list of potential parties that would be likely to be interested in exploring strategic alternatives with Everbridge.

Beginning in June of 2022, at the direction of the Everbridge Board, representatives of Qatalyst Partners reached out to 22 financial sponsors, including Thoma Bravo, Specified Party A, Specified Party B, Specified Party C, Specified Party D, Specified Party E, Specified Party F and Specified Party G, and 13 strategic bidders, including Specified Party H, to gauge interest in participation in a potential sale of Everbridge. This list of parties specifically included any party that had previously expressed inbound interest following the announcement of the 2022 strategic realignment. Of the 35 parties contacted, two strategic bidders and 19 financial sponsors entered into non-disclosure agreements with Everbridge, each of which contained 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 Everbridge.

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On July 25, 2022, Everbridge announced that David Wagner had been appointed as Everbridge’s CEO and a member of the Everbridge Board. Also on July 25, 2022, Ancora sent a private letter to the Everbridge Board reiterating its position that Everbridge should be sold at the right price.

During July and August of 2022, senior management conducted management meetings with the two strategic bidders and 11 financial sponsors and provided such parties access to financial diligence. Seven additional financial sponsors were provided access to financial diligence but declined to engage with senior management after reviewing the data provided. Senior management, representatives of Qatalyst Partners and representatives of Cooley periodically updated the Everbridge Board regarding the status of activity throughout the process. The Everbridge Board provided guidance throughout the process to senior management and representatives of Qatalyst Partners, including regarding the timing of bids in accordance with customary process letters and whether to provide potential bidders with access to debt financing sources.

On August 25, 2022, a published Bloomberg article speculated that Everbridge was exploring strategic options, including a sale of the company. Everbridge’s stock subsequently traded higher and with more volume relative to the then-current market and technology stocks.

On September 7, 2022 and September 8, 2022, Everbridge received five preliminary indications of interest: (i) three bids from individual financial sponsors, including Specified Party B (which subsequently paired with Specified Party A as co-bidders in its further diligence), Third Party W and Third Party X, and (ii) two bids from financial sponsors that were partnering as co-bidders, including Specified Party D (with a co-bidder, Third Party Y) and Specified Party F (with a co-bidder, Third Party Z). Each of these preliminary indications of interest was in the form of a range of potential prices (with the exception of one preliminary indication that stated a specific price) and subject to obtaining debt financing. Both strategic bidders (including Specified Party H) declined to bid on the potential acquisition after several diligence meetings, each citing concerns about the prospects of the business, as well as challenges associated with the complexity of the operations of the business, including post-closing integration. Financial sponsors that declined to bid largely cited concerns centered around growth prospects, data availability and quality, and the amount of operational improvement work to be done.

On September 9, 2022, the Everbridge Board met to review the preliminary indications of interest, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. After discussion, the Everbridge Board authorized Qatalyst Partners to continue discussions and the due diligence process with four of the bidding parties who had presented the most compelling preliminary indications and to grant parties who had requested to partner with another sponsor the ability to do so. The Everbridge Board further directed that parties should be instructed to submit final proposals by November 1, 2022.

Throughout September and October of 2022, as directed by the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley engaged with four bidding parties, including affording access to certain debt financing sources, permitting bidders to partner with a co-bidder where requested and providing confirmatory business, legal and tax diligence. On October 7, 2022, at the direction of the Everbridge Board, representatives of Qatalyst Partners sent each of the remaining bidding parties a process letter asking for “best and final” bids, including executable equity and debt financing commitment letters, as applicable, by November 1, 2022. Qatalyst Partners provided its relationships disclosure letter with respect to each of these bidding parties on October 16, 2022, which letter updated such prior letters that had previously been provided, and the letter was shared with the Everbridge Board. The Everbridge Board confirmed that none of the specific disclosure information altered or interfered with the ability of Qatalyst Partners to provide financial advisory services to Everbridge.

On November 2, 2022, the Everbridge Board met to discuss the sale process, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners reviewed the strategic process and noted that, as of the bid deadline, no remaining party had submitted a final proposal. The representatives of Qatalyst Partners noted that the remaining parties cited concerns about

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growth and the prospects for the business, including needed operational improvements that would be necessary to support future growth, data availability and quality, as well as Everbridge’s upcoming earnings release. The representatives of Qatalyst Partners also noted that the remaining parties had noted that they had received tepid feedback from debt providers regarding their desire to lend in light of the concerns about the prospects of the business and growth, market conditions and general views with respect to the company’s industry, among other factors. Three of the bidding parties signaled potential interest in a transaction in the future but that any such future interest would likely not represent a premium to the then-current market price (which was $32.25 per share of common stock as of the closing of trading on November 1, 2022). Following discussion, the Everbridge Board concluded that any continued strategic review process would be distracting and time consuming relative to potential results, and thus reasonably likely to have a potential negative impact on the business. The Everbridge Board therefore determined that it would be in the best interests of Everbridge and its stockholders to discontinue the exploration of the sale process at that time in order to focus on organic growth of the business.

Following the conclusion of the 2022 sale process, the Everbridge Board and senior management focused on the ongoing business of the company, including further implementing and amending the 2022 strategic realignment in November of 2022 and July of 2023 to include additional targeted realignment and reduction of headcount and other third-party spend. Certain additional headwinds emerged over the course of 2023, including, for example, the State of Florida purporting to terminate its contract with Everbridge one year early after an erroneous test alert was sent to Floridians in the early morning of April 20, 2023 (which purported termination was subsequently rescinded). The initial announcement of the foregoing aligned with a decline in Everbridge’s stock price from $31.80 per share as of the close of business on April 19, 2023 (the day prior to the termination announcement) to $26.00 per share on April 26, 2023 (the day prior to the announcement of an amendment to Everbridge’s agreement with the State of Florida).

Between June and October of 2023, senior management and Qatalyst Partners received periodic inbound inquiries from various financial sponsors, including Thoma Bravo, Specified Parties A&B (who had been granted permission to work together as co-bidders during the 2022 sale process), Specified Party C, Specified Party D, Specified Party E, and, with respect to a potential combination with one of its portfolio companies, Specified Party F. At the direction of the Everbridge Board, Mr. Wagner provided a financial update on the status of Everbridge’s business and its go-forward growth strategy to Specified Party E on June 7, 2023 and July 13, 2023, to Specified Parties A&B on August 18, 2023, September 28, 2023 and November 30, 2023 and to Specified Party D on August 29, 2023 and November 29, 2023. Mr. Wagner also spoke generally about the Everbridge business with Specified Party C on October 10, 2023 and with Thoma Bravo on October 20, 2023 and October 27, 2023. Senior management and representatives of Qatalyst Partners kept the Everbridge Board regularly apprised of these contacts and discussions.

In addition, a representative of Specified Party I (a financial sponsor that had not participated in the 2022 process) attended an investor meeting held by Mr. Wagner in August of 2023.

Also in August of 2023, in its second quarter of fiscal year 2023 earnings release, Everbridge adjusted its revenue and revenue growth guidance downward for the second half of 2023. Following issuance of the release, Everbridge’s stock price declined from $29.14 per share as of the close of business on August 7, 2023 (the day prior to the earnings release) to $21.32 per share on August 10, 2023.

Following their respective initial meetings, representatives of Thoma Bravo, Specified Parties A&B, Specified Party D, Specified Party E and Specified Party I requested and received a preliminary business and financial information package from Everbridge, along with additional diligence information as requested by certain of the parties.

On October 2, 2023, a representative of Specified Party E spoke with a representative of Qatalyst Partners and noted that following its review of the preliminary information provided, it would not make a proposal at that time.

On October 7, 2023, a representative of Specified Party F (which had participated in the 2022 process and, at such time, had been identified as a party that would present substantial regulatory approval closing risk in

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connection with any transaction between such party and Everbridge) contacted a representative of Qatalyst Partners and raised a potential transaction in which Everbridge would acquire one of its portfolio companies.

On October 9, 2023, a member of the Everbridge Board introduced representatives of Specified Party I to David Henshall, Chairman of the Everbridge Board, who introduced the representatives of Specified Party I to Mr. Wagner the next day.

On October 11, 2023, Mr. Wagner met with a representative of Specified Party F during which they discussed a potential transaction in which Everbridge would acquire one of the portfolio companies of Specified Party F.

On October 31, 2023, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners provided a general update on the software and SaaS market environment, including mergers and acquisitions and activism trends, and an overview of Everbridge’s trading history, street consensus estimates and market trading multiples. The Everbridge Board and senior management discussed the company’s recent financial and business performance, strategic priorities, product strategy and overall prospects and challenges. Following discussion, the Everbridge Board directed senior management and representatives of Qatalyst Partners to continue to engage with the third parties that continued to express potential interest in a transaction and continue to provide appropriate ongoing due diligence information to these parties (but excluding any access to debt or equity financing sources at that time, if requested).

Following the October 31, 2023 Everbridge Board meeting, representatives of Qatalyst Partners continued to engage in discussions with Thoma Bravo, Specified Parties A&B, Specified Party D and Specified Party I to set up further discussions with Mr. Wagner. In connection with this activity, Everbridge entered into non-disclosure agreement extensions and non-disclosure agreements, as applicable, with the parties continuing to engage in discussions regarding a potential transaction. Each such non-disclosure agreement or non-disclosure agreement extension contained customary confidentiality, use, and standstill provisions, none of which would prevent any of the parties from submitting a private acquisition proposal or making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Everbridge.

At Specified Party I’s request, Mr. Wagner subsequently met with representatives of Specified Party I on November 3, 2023 to provide an overview of the status of Everbridge’s business and its go-forward growth strategy. Also on November 3, 2023, representatives of Specified Party F and members of senior management met to discuss Specified Party F’s portfolio company’s business, following which Mr. Wagner and a representative of Specified Party F had a call about such business.

Between late November of 2023 and early January of 2024, Mr. Wagner and members of senior management met separately with representatives of Thoma Bravo, Specified Parties A&B, Specified Party D and Specified Party I for a series of due diligence meetings, including regarding financial, business and technology matters. On December 5, 2023, a representative of Qatalyst Partners met with a representative of Specified Party H, and they generally discussed the Everbridge business.

On January 10, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and senior management provided an update on the markets and summarized the current third-party interest in Everbridge and the due diligence undertaken over the prior months. Although no written proposals had been received to date, Qatalyst Partners noted indications that Thoma Bravo and Specified Party I could make proposals in the coming week and that Specified Parties A&B and Specified Party D continued to actively work toward potentially making proposals (without providing a specific timeframe). Representatives of Cooley then presented a review of directors’ fiduciary duties. Discussion ensued regarding the momentum and strategy of parties with recent interest in Everbridge and potential ways to confirm commitment to a strategic transaction and maximization of stockholder value. The discussion also weighed the impact of the business disruption resulting from the

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2022 process and the potential future impact of any additional deal leaks and rumors (which had also occurred in the 2022 process) that could occur if access to debt financing sources was granted, as some bidders had requested. After discussion, the Everbridge Board directed Qatalyst Partners not to grant access to debt financing sources at that time and to continue to facilitate due diligence for the interested third parties and to endeavor to have the third parties align any proposals they might make on as similar a timeframe as possible for consideration. Following the January 10, 2024 Everbridge Board meeting, senior management, Qatalyst Partners and Cooley continued to facilitate interested parties’ engagement in due diligence.

Later on January 10, 2024, representatives of Specified Party I told a representative of Qatalyst Partners that it was working to provide a proposal as soon as the following week.

On January 12, 2024, representatives of Thoma Bravo told Mr. Wagner that Everbridge should expect a potential proposal as soon as the following week.

Also on January 12, 2024, a representative of Specified Party F contacted Mr. Wagner to see if there was interest in re-engaging regarding a potential transaction involving Everbridge acquiring one of its portfolio companies.

Also on January 12, 2024, a representative of Qatalyst Partners reached out separately to each of Specified Parties A&B and Specified Party D to inform each of them that it was likely Everbridge could receive proposals as soon as the following week and to inquire about their ongoing interest in a potential transaction, as well as to offer to facilitate additional diligence if needed to put them in a position to make a proposal.

On January 16, 2024, representatives of Thoma Bravo spoke with representatives of Qatalyst Partners and indicated that they would be sending over a proposal at $27.00 per share, were prepared to enter into a transaction expeditiously, and were explicit that this offer and Thoma Bravo’s willingness to continue transaction discussion would not remain outstanding for an extended period of time.

Following this call, Thoma Bravo submitted a written proposal to purchase 100% of the outstanding common stock of Everbridge for $27.00 per share of common stock (the “TB Initial Proposal”). The TB Initial Proposal noted that Thoma Bravo (i) would provide an equity commitment for the full purchase price, (ii) confirmed all key business and market diligence as complete and (iii) could proceed to the signing of a definitive merger agreement within four business days (prior to market open on January 22, 2024). The TB Initial Proposal was accompanied by a proposed draft merger agreement (the “Initial Draft Merger Agreement”), which draft agreement proposed a 3.5% termination fee payable by the company if the merger agreement were terminated by the company in order to enter into another agreement for a superior proposal and in certain other termination scenarios. The Initial Draft Merger Agreement did not contain a go-shop provision permitting the company to continue to seek and support alternative acquisition proposals following entry into the merger agreement.

On January 17, 2024, representatives of Specified Parties A&B reached out to a representative of Qatalyst Partners and indicated that they were preparing additional due diligence requests in order to refine their perspective on Everbridge and quickly determine their level of interest but did not indicate any specific timing or likelihood of submitting a proposal. Senior management worked to provide relevant feedback in order to facilitate the submission of a proposal expeditiously by Specified Parties A&B.

Also on January 17, 2024, a representative of Specified Party F contacted Mr. Wagner to discuss a potential acquisition of one of its portfolio companies by Everbridge and, after Mr. Wagner noted that Everbridge was not interested in a potential acquisition of Specified Party F’s portfolio company at that time, raised the possibility of another transaction between the two parties, including, potentially, an acquisition of Everbridge by Specified Party F.

On January 19, 2024, Specified Party I submitted a written proposal to purchase 100% of the outstanding common stock of Everbridge at a range of $29.00 to $34.00 per share of common stock (the “Specified Party I Initial Proposal”). The Specified Party I Initial Proposal noted that (i) the proposal was subject to obtaining debt

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financing, (ii) Specified Party I could underwrite the equity portion of the proposal in its entirety but was also considering syndicating the equity portion to certain limited partners, (iii) Specified Party I had completed a substantial portion but not all of its business and financial due diligence, and still had to complete confirmatory due diligence and (iv) Specified Party I could complete its remaining business, financing and other diligence workstreams in three to four weeks, assuming unrestricted access to management, and thereafter sign a transaction by February 19, 2024.

Also on January 19, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners reviewed the current status of discussions with third parties, the TB Initial Proposal and the Specified Party I Initial Proposal. Representatives of Qatalyst Partners presented preliminary financial analyses with respect to the proposals and provided related views on process timing and strategy. The Everbridge Board discussed the proposals and status, along with potential strategic responses to the TB Initial Proposal and the Specified Party I Initial Proposal. A representative of Cooley reviewed fiduciary duties attendant to a review of strategic alternatives. The representatives of Qatalyst Partners left the meeting. Given the level of advancement of the third-party interest, the Everbridge Board canvased for any actual, perceived or potential conflicts between any of the board members and potential bidders. Following discussion, the Everbridge Board determined that one of the directors should be recused from further discussions regarding the sale process due to a potential conflict with one of the potential bidders (which was not, for the avoidance of doubt, Thoma Bravo) (and all references made with respect to the Everbridge Board following this determination shall refer to the members of the Everbridge Board with the applicable recusal in effect). The Everbridge Board then invited senior management to present and discuss perspectives regarding Everbridge’s standalone prospects, potential headwinds and risks and uncertainties, as well as investor sentiments. Senior management discussed the ongoing headwinds faced by the company, including slowing growth prospects due to increased competition in the market, noting that as part of its upcoming earnings release, the company anticipated providing revenue guidance for the 2024 fiscal year that would be lower than the then-current street consensus estimates, and discussed the potential impact that such announcement might have on investor sentiment. Following discussion, the Everbridge Board determined to continue to engage with both of the proposals and additional third-party interest, including by directing senior management to establish a virtual dataroom for additional due diligence production and directing Qatalyst Partners to further encourage interested parties to increase their potential proposals regarding Everbridge’s valuation. To aid in the robust process as directed, the Everbridge Board determined to establish a strategic transaction committee for purposes of facilitating a timely and efficient process, consisting of Mr. Henshall, Allison Dean and Rich D’Amore (the “Transaction Committee”). The Everbridge Board directed that the Transaction Committee should steward effective management of the ongoing process but reserved ultimate approval of any transaction to the full Everbridge Board with the applicable recusal in effect. The Everbridge Board then discussed the terms of the Initial Draft Merger Agreement received from Thoma Bravo and the potential use (and strategy with respect to negotiation) of a “go-shop” provision. Discussion centered on the potential to prioritize flexibility to consider alternative acquisition proposals at a higher price in the event that the Everbridge Board determined that it was in the best interests of the company and its stockholders to enter into a definitive agreement with Thoma Bravo, at a committed price, prior to the time that any other party was able to complete due diligence or obtain financing commitments and prior to the company’s scheduled fourth quarter 2023 earnings release in late February. The Everbridge Board discussed the likelihood that Thoma Bravo was firm in its statement that it would not continue to engage in discussions or hold open any proposal on a more extended timeline, the degree to which Thoma Bravo might improve its proposal, and the importance of determining to the greatest extent possible the price(s) Specified Party I and the other third parties engaged in discussions would be willing and able to pay before Thoma Bravo was likely to discontinue discussions with the company. After discussion, the Everbridge Board directed Qatalyst Partners to convey to Thoma Bravo that Thoma Bravo’s proposed price was below where the Everbridge Board would support a potential transaction, and that Thoma Bravo would need to propose a price in the $30s in order to be competitive. The Everbridge Board directed Qatalyst Partners to convey to each of Specified Parties A&B, Specified Party D and Specified Party I that there were multiple parties interested in an acquisition of Everbridge, that at least one such party was prepared to move on an expedited basis to enter into a transaction, and that it was critical that each make a

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proposal with a specific value as soon as possible. The Everbridge Board further directed Qatalyst Partners to convey to Specified Party I that it needed to be at the upper end of its proposed range in order to be competitive and to convey to Specified Parties A&B and Specified Party D that they should be focused on prices in the $30s in order to be competitive. The Everbridge Board directed senior management, Qatalyst Partners and Cooley to provide Specified Parties A&B, Specified Party D and Specified Party I with access to the information each needed to complete their respective due diligence in order to provide a proposal, including a specific view on valuation, as soon as possible.

Following the January 19, 2024 Everbridge Board meeting, Qatalyst Partners conveyed to each of Thoma Bravo, Specified Parties A&B, Specified Party D and Specified Party I the messages directed by the Everbridge Board. Each party was also promised fulsome access to senior management and its advisors in connection with any efforts necessary to support an actionable proposal.

On January 21, 2024, a representative of Specified Party G (a financial sponsor that had taken part in the 2022 process) contacted Mr. Henshall to express interest in the business. Mr. Henshall directed the interest to Qatalyst Partners.

On January 22, 2024, representatives of Specified Party I were provided access to a virtual dataroom in order to facilitate its ongoing financial diligence and confirmatory legal and tax diligence. Over the course of the following weeks through the signing of the original merger agreement, at the direction of the Everbridge Board, members of senior management and Everbridge’s advisors made themselves available to each of the bidders in order to expeditiously answer any outstanding diligence questions, including through management and advisor diligence sessions, responses to written diligence requests and documentary production. In particular, senior management made itself readily available to representatives of Specified Party I in an attempt to accelerate Specified Party I’s diligence process during the week of January 29 through February 2. Also, on January 31, 2024, representatives of Thoma Bravo were also provided access to the virtual dataroom in order to facilitate its confirmatory legal and tax diligence. During this period, senior management and Everbridge’s advisors also provided Specified Parties A&B and Specified Party D access to diligence information to the extent so requested.

On January 23, 2024, the Transaction Committee held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners provided an update on discussions with all four parties, noting that each party appeared to be working diligently to meet the requested timeline and were working expeditiously to complete any remaining needed diligence. The representatives of Qatalyst Partners also noted that Specified Party I had requested access to four specified equity financing sources and four specified debt financing sources. The Transaction Committee discussed the merits and risks in permitting such access, noting risk of leaks attendant to financing sources access and the multiple leaks and rumors preceding and during the 2022 process that caused volatility in Everbridge’s stock price, increased investor pressure and detracted from running the business. The Transaction Committee determined that at this time it would permit bidders contact with a limited number of equity financing sources but that bidders should not be permitted to disclose a potential transaction involving Everbridge to debt financing sources. Representatives of Qatalyst Partners also solicited viewpoints on whether to engage with Specified Party C, Specified Party F and Specified Party G, all of whom had reached out to Mr. Wagner or Mr. Henshall previously. The Transaction Committee noted that given the 2022 sale process, the ongoing and relatively advanced engagement of four potential bidders, the fact that Specified Party C, Specified Party F and Specified Party G had not demonstrated a desire to continue to engage with the company regarding a potential transaction since the end of the 2022 sale process and the increased risk of potential leaks or rumors in the market, the risks of reaching out to additional parties that had not expressed sustained interest in the company’s business outweighed any potential benefits. The Transaction Committee determined not to engage in any broader outreach at that time.

Later on January 23, 2024, a representative of Specified Party D told a representative of Qatalyst Partners that it would likely propose a price in the “mid to high $20s” per share but did not have a specific price to propose at that time. Qatalyst Partners encouraged Specified Party D to be more specific on price and, in response to Specified Party D’s request, indicated that Everbridge had not granted bidders access to debt financing sources yet.

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Also on January 23, 2024, a representative of Thoma Bravo spoke to a representative of Qatalyst Partners to communicate a revised verbal proposal to purchase 100% of the outstanding common stock of Everbridge for $28.00 per share of common stock (the “TB Revised Verbal Proposal”) and reemphasized that (i) Thoma Bravo could enter into definitive documentation with respect to the TB Revised Verbal Proposal in a matter of days and (ii) the offer was not open-ended and would be withdrawn to the extent the Everbridge Board chose not to engage with Thoma Bravo expeditiously.

Also on January 23, 2024, as directed by the Transaction Committee, representatives of Qatalyst Partners confirmed to a representative of Specified Party I that Specified Party I could contact only the four previously identified limited partners they had previously requested and indicated that bidders were not authorized to speak with debt financing sources.

Also on January 23, 2024, as previously directed by the Everbridge Board at the January 10, 2024 meeting, Everbridge and Qatalyst Partners executed a reinstatement and amendment of the original Qatalyst Partners engagement letter, dated April 2, 2022, which had expired in May of 2023.

On January 25, 2024, representatives of Specified Parties A&B told a representative of Qatalyst Partners that while they wanted to stay in touch regarding the company, at this time they could not provide a proposal that would involve a meaningful premium for Everbridge stockholders and that any proposal would likely be $25 per share at most.

On January 26, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided an update on discussions with bidders, including that (i) Thoma Bravo had submitted the TB Revised Verbal Proposal with a clear intent to terminate discussions if Everbridge could not execute a merger agreement very quickly thereafter and (ii) Specified Party I had completed four additional business diligence sessions and received approval to communicate and provide information to four potential unaffiliated equity investors, and had signaled that it would need until January 29 to provide a revised proposal that included a specific price rather than a range. The representative of Qatalyst Partners also provided an update on the responses received from Specified Parties A&B and Specified Party D and noted that they had not conducted diligence or otherwise participated in the process on par with either Thoma Bravo or Specified Party I. A representative of Qatalyst Partners also reviewed Thoma Bravo’s and Specified Party I’s bidding histories in prior public company transactions (based on publicly available information), including the prior transactions in which Thoma Bravo had accepted a go-shop provision. During the entirety of this discussion, the Transaction Committee discussed the expected financing requirements of the existing proposals and the ability of the two lead bidders, and any other parties, to provide a meaningfully higher per share price than either of the existing proposals. Following the discussion, Patrick Brickley, Everbridge’s then-Chief Financial Officer, presented the Company Projections. Members of the Transaction Committee and Everbridge Board present asked questions regarding, and discussed, the Company Projections, including the calculation of Adjusted EBITDA, run rates, retention rates and impact on revenue in future years. Representatives of Qatalyst Partners then reviewed certain preliminary financial analyses. Following further discussion, the Transaction Committee (i) directed Qatalyst Partners to continue to push Specified Party I to quickly firm up its proposal value and timing for completion of due diligence and (ii) determined to hold off on making any further decision regarding the TB Revised Proposal until it understood more about any revised Specified Party I proposal.

On January 27, 2024, representatives of Qatalyst Partners contacted a representative of Specified Party I to reinforce that Specified Party I should provide a specific price rather than a range in its proposal, and that they should target the upper end of their range, as well as to indicate that Specified Party I should propose a faster timetable to entering into a definitive agreement in light of the timetable contemplated by other proposals and to inquire what else Specified Party I required in order to get to an actionable proposal, as directed by the Transaction Committee. The representative of Specified Party I reiterated that Specified Party I would be able to provide a revised proposal on January 29, 2024.

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On January 28, 2024, a representative of Qatalyst Partners spoke with representatives of Thoma Bravo to indicate that the Transaction Committee had met and discussed their proposal, and that the Everbridge Board was meeting early the following week to discuss. The representatives of Thoma Bravo emphasized their need to hear back quickly from the Everbridge Board regarding the TB Revised Verbal Proposal.

On January 29, 2024, Thoma Bravo submitted a written letter to the Everbridge Board that confirmed the $28.00 per share price previously specified in the TB Revised Verbal Proposal (the “TB Revised Proposal”) and conveyed their desire to increase the speed of the process as compared to the prior week. The TB Revised Proposal stated that the $28.00 per share offer was not open-ended and was premised on the parties expeditiously signing a definitive agreement. The letter further indicated that the TB Revised Proposal would be withdrawn if Everbridge had not agreed by 3:00 p.m., Eastern time, on January 30, 2024 to engage with Thoma Bravo in order to sign a transaction within the following 48 hours. A representative of Thoma Bravo also called Mr. Wagner that day to review the content of the TB Revised Proposal, including its stated timing requirements.

Later on January 29, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided a process summary, including (i) a review of the TB Revised Proposal and (ii) an update that Specified Party I had not yet submitted a revised proposal, but had indicated that it would be providing a proposal with a specific price, rather than a range. The Transaction Committee discussed the benefits and risks of waiting for a revised Specified Party I proposal prior to responding to the TB Revised Proposal. The Transaction Committee then discussed views regarding Thoma Bravo’s capacity to increase its price and the possibility of including a go-shop provision in the merger agreement to preserve flexibility to accept an actionable alternative acquisition proposal for a potentially higher price without losing the opportunity to enter into a definitive agreement with Thoma Bravo at a committed price (particularly if Thoma Bravo continued to reiterate that the offer would be withdrawn on the timeframe indicated in the TB Revised Proposal).

Later on January 29, 2024, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $29.00 per share of common stock (the “Specified Party I Revised Proposal”) (the low end of the $29.00 to $34.00 per share range that had been indicated in the Specified Party I Initial Proposal). The Specified Party I Revised Proposal noted that while Specified Party I had remaining business and confirmatory diligence items, they could complete their remaining diligence, obtain committed debt financing (assuming immediate permission to speak with lenders) and sign a transaction within 10 days of acceptance of the proposal.

Later on January 29, 2024, representatives of Qatalyst Partners spoke with a representative of Specified Party I, including to gauge the probability that Specified Party I would increase its proposed price and what additional business diligence would be needed, if any, in order for them to get to a higher price.

On January 30, 2024, a representative of Specified Party D told representatives of Qatalyst Partners that upon further discussion, any price that Specified Party D would be able to offer would likely be in the range of $27.00 to $28.00 per share, subject to debt capacity.

Also on January 30, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the terms of the TB Revised Proposal and the Specified Party I Revised Proposal, including the timing noted in each proposal, business and confirmatory diligence remaining to be done by each party, the bidding histories of each of the parties in prior public company acquisitions and prior transactions where Thoma Bravo had been willing to enter into a go-shop. Representatives of Qatalyst Partners also noted that the Specified Party I Revised Proposal specified an assumed level of cash on Everbridge’s balance sheet at its estimated closing date that was higher than senior management’s estimation of cash as of such date. A representative of Qatalyst Partners then provided an update on discussions with Specified Parties A&B and Specified Party D, noting their prior indications with respect to price and that neither had provided a verbal indication that was above the TB

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Revised Proposal or the Specified Party I Revised Proposal. Members of the Everbridge Board discussed whether either of Thoma Bravo or Specified Party I would remain committed to its initial value proposal in final negotiations, as well as whether or not there was room to negotiate for a higher price with either party. Representatives of Qatalyst Partners noted that it was not likely that Thoma Bravo would move its price downward due to the actionability of its current proposal, its proposed timeline and the fact that Thoma Bravo would not require debt financing in order to sign a transaction. Representatives of Qatalyst Partners also noted that a remaining material factor that could cause price adjustment in the Specified Party I Revised Proposal would be the cost and availability of debt financing (which had also been a significant factor in the 2022 process resulting in no actionable bids) and that Specified Party I’s due diligence of the company was still ongoing. Representatives of Cooley then discussed the Everbridge Board’s fiduciary duties attendant to a review of strategic alternatives, as well as the importance of review and consideration of any actual or perceived potential conflicts of interest between bidders and senior management. Mr. Wagner then described in detail his prior relationship with Thoma Bravo, which had previously been made known to the Everbridge Board at the time of his interview process and subsequent hiring, including previous employment at a Thoma Bravo portfolio company which ended in December of 2015 after such portfolio company was sold by Thoma Bravo in December of 2013, investment in three prior funds of Thoma Bravo (unaffiliated with any current funds in the process) and that he had previously interviewed for a Chief Financial Officer position at another Thoma Bravo portfolio company. The Everbridge Board confirmed notice of the historical activity and also confirmed that no management-level post-closing employment or financial arrangements would be permitted for discussion with any bidder unless so directed by the Everbridge Board. After additional discussion, the Everbridge Board then directed Qatalyst Partners to propose to Thoma Bravo a $30.00 per share price and a go-shop provision in the definitive agreement with a 1.6% of equity value termination fee for a superior proposal received within a specified period following the signing of a definitive agreement. The Everbridge Board then met in executive session without representatives of Qatalyst Partners present. The Everbridge Board reviewed Mr. Wagner’s prior relationships with Thoma Bravo and any actual or perceived potential conflicts of interest. The Everbridge Board noted that Mr. Wagner had treated potential third parties to an acquisition with parity and made himself available to potential third parties without distinction. The Everbridge Board also reviewed Qatalyst Partners’ relationship disclosure letter that had been previously provided by Qatalyst Partners to the Everbridge Board. The Everbridge Board confirmed that none of the specific disclosure information altered or interfered with the ability of Qatalyst Partners to provide financial advisory services to Everbridge.

Following the January 30, 2024 Everbridge Board meeting, a representative of Qatalyst Partners communicated to a representative of Thoma Bravo that Thoma Bravo would need to increase its price to $30.00 per share and accept a go-shop period with a 1.6% of equity value termination fee relating to the go-shop period.

Later on January 30, 2024, representatives of Qatalyst Partners sent to representatives of Thoma Bravo a draft rider (prepared by Cooley) of the proposed go-shop provision. It included a (i) 25-day go-shop period for any third parties and (ii) a termination fee of 1.6% of equity value which would continue to apply for an additional 10-day period (beyond the initial 25-day go-shop period) with respect to a termination of the original merger agreement to enter into a superior proposal with certain third parties. Later that evening, representatives of Qatalyst Partners provided a mark-up of the Initial Draft Merger Agreement (prepared by Cooley) to representatives of Thoma Bravo, which included the previously provided go-shop provision with a 1.6% termination fee, as well as a 3.0% termination fee following the go-shop period.

Later on January 30, 2024, Thoma Bravo submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $28.60 per share of common stock (the “TB Final Proposal”). The revised written proposal indicated that Thoma Bravo was willing to accept the company’s proposed go-shop period construct and duration, subject to limiting it to parties that had submitted a written proposal or indication of interest to Everbridge within the prior six months and proposed a 2.0% of equity value termination fee relating to the go-shop period. The TB Final Proposal was again predicated on Everbridge working expeditiously to enter into a definitive agreement with Thoma Bravo within 24 to 48 hours.

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On January 31, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided an update on discussions with Thoma Bravo and summarized the TB Final Proposal. Members of the Everbridge Board discussed the proposed price and the mechanics of a go-shop process versus a traditional “no-shop” post-signing restriction on the company. A representative of Qatalyst Partners then provided an update on discussions with Specified Party I and Specified Party D. The Transaction Committee then discussed the risk of both the cost and availability of debt financing. They also discussed and weighed the relative risk that Thoma Bravo would terminate discussions in the window of time required for Specified Party I to seek and finalize debt financing and complete its due diligence, which could leave Everbridge without a transaction if Specified Party I’s financing did not come through, and the risk of negotiating a transaction solely with Specified Party I without any competitive leverage. A representative of Qatalyst Partners then discussed which parties would constitute “specified parties” under Thoma Bravo’s counterproposal on the go-shop provision. It was the view of the Transaction Committee that this list should include Specified Parties A&B, Specified Party C, Specified Party D, Specified Party E, Specified Party F, Specified Party G, Specified Party H and Specified Party I. The Transaction Committee directed Qatalyst Partners to go back to Thoma Bravo regarding price, the termination fee relating to the go-shop period and the scope of the “specified parties” definition such that it would include each of the aforementioned parties.

Following the January 31, 2024 Transaction Committee meeting, a representative of Qatalyst Partners spoke with a representative of Thoma Bravo to convey the Transaction Committee’s direction. The representative of Thoma Bravo indicated that the $28.60 per share price was Thoma Bravo’s “best and final” price but that it was willing to accept a 1.6% termination fee relating to the go-shop period and the broader definition of “specified parties” with respect to the go-shop.

Also on January 31, 2024, representatives of Kirkland & Ellis LLP, outside legal counsel to Thoma Bravo (“K&E”), provided a draft equity commitment letter to representatives of Cooley. Later that evening, representatives of K&E also provided a revised draft merger agreement to representatives of Cooley, which included a go-shop provision with respect to specified parties and a termination fee of 1.6% relating to the go-shop provision, as well as a 3.3% termination fee following the go-shop period and generally for parties other than the specified parties.

Also on January 31, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party I to convey that they should continue to work towards completing their business diligence expeditiously.

From February 1, 2024 through February 4, 2024, representatives of Cooley and K&E exchanged multiple drafts of the merger agreement, equity commitment letter and the disclosure schedules to the merger agreement. The main points of negotiation included, among other things, the scope of the go-shop and non-solicitation provisions and regulatory commitments, including the termination date and required divestiture standards. On February 1, 2024, representatives of Cooley proposed a 3.2% termination fee following the go-shop period and generally for parties other than the specified parties, which was accepted in the revised draft of the merger agreement sent by representatives of K&E to representatives of Cooley later that same day.

On February 1, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party G, who indicated that Specified Party G had preliminary interest in revisiting a potential transaction with Everbridge and would appreciate a general update on the business from senior management as a first step in considering such a transaction.

On February 2, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners reviewed the status of the process with both Thoma Bravo and Specified Party I, including Specified Party I’s request to speak with debt financing sources, as well as the discussion representatives of Qatalyst Partners had with Specified Party G.

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Representatives of Cooley provided (i) a detailed review of the revised draft of the original merger agreement being negotiated with Thoma Bravo, including the remaining outstanding points that needed to be resolved in order to proceed to an executable transaction and (ii) a status update on the diligence process with both Thoma Bravo and Specified Party I. Representatives of Cooley then reviewed with the Everbridge Board the directors’ fiduciary duties attendant to a review of strategic alternatives. Mr. Brickley then provided an update on the Company Projections, which had been previously reviewed by the Transaction Committee at the January 26, 2024 meeting, including providing a review of underlying assumptions thereto. The members of the Everbridge Board again asked questions regarding the assumptions underlying the Company Projections including the assumptions underlying certain revenue growth estimates. After a robust discussion and alignment on the Company Projections, the Everbridge Board determined to approve the Company Projections at the board meeting scheduled for the weekend. Thereafter, representatives of Qatalyst Partners provided its financial analyses with respect to the TB Final Proposal. Members of the Everbridge Board and its advisors then discussed the probability of the Specified Party I Revised Proposal either increasing or decreasing, including the risk of debt financing being harder to obtain on beneficial terms. The Everbridge Board also discussed expectations regarding Everbridge’s 2023 financial results and 2024 financial guidance which had not yet been publicly announced, as well as the Everbridge Board’s expectation that the public announcement of such results and guidance could result in downward pressure on Everbridge’s stock price. Discussion ensued regarding any related resulting impact that might have on the amount that a bidder would be willing to pay for the company (i.e., if the strategic process extended past the company’s next earnings announcement scheduled for late February). The Everbridge Board and its advisors also discussed the risk of Thoma Bravo walking away from the transaction if any process was delayed beyond the streamlined timeline proposed by Thoma Bravo, as well as the weight of that risk relative to any process with Specified Party I, which remained subject to additional due diligence and obtaining commitments from debt financing sources. The Everbridge Board also discussed the benefits of the go-shop period in this specific scenario, in particular the relatively low 1.6% termination fee applicable in the event that Everbridge received a superior proposal from Specified Party I or another specified party during the go-shop period currently contemplated in the draft original merger agreement. The Everbridge Board directed senior management and its advisors to come to satisfactory resolution on the outstanding deal points and diligence matters in order to proceed to an executable transaction with Thoma Bravo by the next board meeting.

Between February 2 and February 4, 2024, representatives of Cooley and representatives of K&E finalized the original merger agreement, the original equity commitment letter and the company disclosure letter.

On February 4, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley present, to discuss the fully negotiated terms of the definitive agreement for the proposed transaction with Thoma Bravo. The Everbridge Board, after confirmation that there were no updates since the February 2 meeting discussion and review of the Company Projections, approved the Company Projections for use in connection with the evaluation of potential strategic alternatives, including the merger, and for use and reliance by Qatalyst Partners in connection with its financial analyses and opinion delivered to the Everbridge Board. Representatives of Qatalyst Partners then reviewed with the Everbridge Board its financial analyses of the merger consideration of $28.60 per share of Everbridge common stock. A representative of Cooley then presented a detailed outline of the fully negotiated definitive merger agreement and related documentation for the proposed transaction, including the resolution of any outstanding points since the February 2 meeting. After discussion among the Everbridge Board and representatives of Qatalyst Partners and Cooley, a representative of Qatalyst Partners delivered Qatalyst Partners’ opinion, that, as of such date and based upon and subject to the various limitations, qualifications and conditions set forth in the Qatalyst Partners’ written opinion, the merger consideration of $28.60 per share of Everbridge common stock to be received pursuant to, and in accordance with, the terms of the original merger agreement by Everbridge stockholders (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. After additional discussions of the proposed transaction and the financial analyses and fairness opinion and the terms of the transaction documentation summarized for the Everbridge Board at the meeting, the Everbridge Board, among other related matters, (i) determined that the original merger agreement and the transactions contemplated thereby, including the merger, were advisable, fair to and in the best interests of Everbridge and its stockholders;

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(ii) approved and declared advisable the original merger agreement and the transactions contemplated thereby, including the merger; (iii) approved the execution and delivery of the original merger agreement by Everbridge, the performance by Everbridge of its covenants and other obligations in the original merger agreement, and the consummation of the merger upon the terms and subject to the conditions set forth in the original merger agreement; (iv) directed that the adoption of the original merger agreement be submitted to a vote of the Everbridge stockholders at a meeting of the stockholders; and (v) recommended that the Everbridge stockholders vote in favor of the adoption of the original merger agreement and the approval of the merger in accordance with the DGCL. At the conclusion of the meeting, the Everbridge Board directed Qatalyst Partners to contact Specified Party I following the execution of the original merger agreement to notify Specified Party I that Everbridge had entered into an agreement with another party and that such agreement contained a go-shop provision.

Following the February 4, 2024 Everbridge Board meeting, the parties’ representatives finalized the original merger agreement, original equity commitment letter and company disclosure letter and entered into the original merger agreement and the original equity commitment letter.

Consistent with the Everbridge Board’s instruction, on the night of February 4, 2024, representatives of Qatalyst Partners called a representative of Specified Party I to notify them that Everbridge had entered into a merger agreement with another party. The representatives of Qatalyst did not disclose the per share price or the identity of the buyer but affirmatively stated that a 25-day go-shop period was active, during which Specified Party I could continue to refine its proposal, access debt financing sources (since the announcement of the original merger agreement would alleviate the leak risks associated with providing access to debt financing sources) and submit an acquisition proposal. In a follow-up call shortly thereafter, a representative of Specified Party I indicated to a representative of Qatalyst Partners that it would deliver a revised proposal to the Everbridge Board.

Later that night, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $31.00 per share of common stock (the “Specified Party I Preliminary Go-Shop Proposal”). The Specified Party I Preliminary Go-Shop Proposal indicated that Specified Party I would require $800 million in debt financing for the transaction and did not yet include debt or equity financing commitments. Following public announcement of the entry into the original merger agreement on the morning of February 5, 2024, Everbridge allowed Specified Party I to contact debt financing sources to allow Specified Party I to seek to make a more definitive acquisition proposal with committed financing.

On the morning of February 5, 2024, representatives of Qatalyst Partners reached out to each of the third parties with which either Everbridge or Qatalyst Partners had discussions regarding a potential transaction in the prior six months, i.e., Specified Parties A&B, Specified Party C, Specified Party D, Specified Party E, Specified Party F, Specified Party G and Specified Party H. Over the course of February 5 and 6, 2024, Specified Parties A&B, Specified Party C, Specified Party D, and Specified Party G indicated that they would not participate in the go-shop process. On February 5, 2024, Specified Party E and Specified Party F expressed potential interest to representatives of Qatalyst Partners in participating in the go-shop process. Representatives of Qatalyst Partners confirmed with Specified Party F that it was no longer partnering with Third Party Z (which it had done in the 2022 sale process). Later on February 5, 2024, Specified Party E and Specified Party F were granted virtual dataroom access to complete business diligence needed in order to provide a preliminary proposal.

In the afternoon of February 5, 2024, the Transaction Committee held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley summarized the Specified Party I Preliminary Go-Shop Proposal, noting that it was at a higher price than the Specified Party I Revised Proposal but that it continued to be subject to debt financing and was not fully actionable. A representative of Qatalyst Partners noted that Specified Party I was granted access to debt financing sources and Qatalyst Partners had directed them to continue working to provide a final price and an actionable bid during the course of the go-shop period. The representative of Qatalyst Partners also provided

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an update on discussions with the other specified parties and noted to the extent any such parties had already passed on the opportunity to participate in the go-shop process or had expressed interest in participating in the go-shop process. Representatives of Cooley then reviewed relevant provisions of the original merger agreement, including obligations with respect to notifying Thoma Bravo of the Specified Party I Preliminary Go-Shop Proposal.

On the evening of February 5, 2024, senior management held tax and legal diligence sessions with representatives of Specified Party I and its advisors.

Also on the evening of February 5, 2024, Thoma Bravo requested permission to speak with debt financing sources, and, consistent with the Everbridge Board’s instruction, senior management granted such permission.

Also on the evening of February 5, 2024, representatives of Cooley provided notice to representatives of Thoma Bravo of the Specified Party I Preliminary Go-Shop Proposal as required by the original merger agreement (on a redacted basis in accordance with Specified Party I’s non-disclosure agreement). Later that evening, a representative of Qatalyst Partners and representatives of Thoma Bravo discussed the Specified Party I Preliminary Go-Shop Proposal.

On February 6, 2024, in the virtual dataroom for go-shop specified parties indicating interest in ongoing discussion, Everbridge provided forms of a merger agreement and equity commitment letter based on the execution versions of the Thoma Bravo definitive agreements. In addition, and due to Specified Party I’s advanced stage in the confirmatory diligence process, a form of the company disclosure letter based on the final version of the Thoma Bravo company disclosure letter was provided in the virtual dataroom (as well as additional backup diligence related thereto) and by representatives of Cooley to outside legal counsel to Specified Party I.

On February 12, 2024, Specified Party F indicated to Qatalyst Partners an ongoing desire to continue their diligence on Everbridge.

Also on February 12, 2024, a representative of Specified Party H confirmed to Qatalyst Partners that it would not be participating in the go-shop process.

Later on February 12, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided an update on the go-shop process, including (i) Specified Party I’s progress in lining up debt financing sources and completing its due diligence, (ii) that Specified Party E and Specified Party F had been granted virtual dataroom access and (iii) that each of the other specified parties (Specified Parties A&B, Specified Party C, Specified Party D, Specified Party G and Specified Party H) had passed on the opportunity to engage with the company in the go-shop process. Following further discussion about the go-shop process, the Everbridge Board determined to reconvene once a revised proposal or any material updates were received.

On February 15, 2024, a representative of Specified Party E confirmed to Qatalyst Partners that it would not be bidding in the go-shop process.

On February 16, 2024, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $32.00 per share of common stock (the “Specified Party I Revised Go-Shop Proposal”) and that included commitment letters for $800 million of committed debt financing. The Specified Party I Revised Go-Shop Proposal was submitted with fully executed copies of a merger agreement, company disclosure letter, equity commitment letter and debt commitment letter, which were to be held in escrow subject to termination of the original merger agreement with Thoma Bravo and acceptance of the

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Specified Party I Revised Go-Shop Proposal. The Specified Party I Revised Go-Shop Proposal noted that the proposal expired at 5:00 p.m., Pacific time, on February 27, 2024.

Also on February 16, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party F, who noted that Specified Party F was doing some preliminary regulatory overlap analysis to assess regulatory approval closing risk. The representative of Qatalyst Partners suggested that Specified Party F should direct its legal and regulatory counsel to speak with representatives of Cooley in order to jointly assess this risk, and the representative of Specified Party F indicated it would consider doing so at a later date.

On February 17, 2024, representatives of Cooley provided notice to representatives of Thoma Bravo of the Specified Party I Revised Go-Shop Proposal as required by the original merger agreement (on a redacted basis in accordance with Specified Party I’s non-disclosure agreement).

On February 18, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance, to discuss the Specified Party I Revised Go-Shop Proposal and the go-shop process. Representatives of Qatalyst Partners indicated that Specified Party E had confirmed it would not be providing a proposal for the company and that Specified Party F had not submitted a preliminary proposal but was continuing to evaluate a potential transaction. A representative of Qatalyst Partners then presented certain preliminary financial analyses of the Specified Party I Revised Go-Shop Proposal. Representatives of Cooley then reviewed the terms of the merger agreement and debt and equity commitment letters provided as part of the Specified Party I Revised Go-Shop Proposal, including that the proposal provided for (i) no further go-shop period, but an ongoing right until March 10, 2024 for Everbridge to terminate the merger agreement with Specified Party I (for a termination fee of $20.2 million) to enter into an agreement with a specified party with respect to a superior proposal (to the extent made prior to 11:59 p.m., Eastern time, on February 29, 2024) and (ii) specific performance limited to instances where the debt financing is available to Specified Party I, and otherwise recourse in the event of a financing failure to be a termination fee of 8% of the equity value of the transaction. A representative of Cooley then reviewed the Everbridge Board’s fiduciary duties in this context and Everbridge’s relevant obligations under the original merger agreement with Thoma Bravo. Following deliberation and discussion by the Everbridge Board and its advisors, the Everbridge Board determined that the Specified Party I Revised Go-Shop Proposal constituted a “superior proposal” pursuant to the original merger agreement and directed senior management and its advisors to inform Thoma Bravo of the same.

Following the February 18, 2024 Everbridge Board meeting, representatives of Cooley provided notice to representatives of Thoma Bravo and Specified Party I and their respective outside legal counsel that the Everbridge Board had determined, after consultation with Qatalyst Partners and Cooley, that the Specified Party I Revised Go-Shop Proposal constituted a superior proposal under the original merger agreement.

On February 20-21, 2024, at in-person meetings in Dallas, Texas that had been organized shortly following the signing of the original merger agreement, representatives of Thoma Bravo met with Mr. Wagner and others on the management team in order to discuss strategy and preliminary integration planning. None of the terms of the transaction, the Specified Party I Revised Go-Shop Proposal, the identity of Specified Party I, post-closing management team roles or compensation were discussed at this meeting. The representatives of Thoma Bravo demonstrated continued commitment to the transaction and acknowledged that Thoma Bravo was continuing to review alternatives with respect to any revised proposal.

Also on February 20, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party F, who indicated that Specified Party F was continuing to evaluate a potential transaction and the representative of Qatalyst Partners indicated that Specified Party F would need to move quickly in order to put forward a proposal if Specified Party F intended to do so. In the days following that conversation, Specified Party F’s antitrust counsel and representatives of Cooley’s antitrust team met to discuss a preliminary analysis of regulatory overlap but Specified Party F and its advisors did not provide sufficient information necessary in order to complete such an analysis. Representatives of Qatalyst Partners and Specified Party F subsequently spoke on February 23, 2024,

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at which point the representative of Specified Party F indicated that Specified Party F was refining its view on synergies but did not give a further indication as to whether it would be putting forward a proposal.

On February 26, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners provided an update on the go-shop process, including that Specified Party F had not submitted a preliminary proposal and had not yet meaningfully engaged with Cooley to assess and analyze material regulatory considerations in a potential transaction between Specified Party F and Everbridge. Following further discussion about the go-shop process, the Transaction Committee determined to reconvene once a revised proposal or any material updates were received.

Also on February 26, 2024, representatives of Qatalyst Partners spoke with a representative of Specified Party I and discussed the possibility that Thoma Bravo could submit a new proposal.

On the night of February 26, 2024, Thoma Bravo submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $32.00 per share of common stock (the “TB Go-Shop Matching Proposal”). The TB Go-Shop Matching Proposal (i) was submitted with fully executed copies of a revised merger agreement and revised equity commitment letter for the full transaction amount, which were to be held in escrow subject to acceptance of the TB Go-Shop Matching Proposal and (ii) noted that the TB Go-Shop Matching Proposal required fewer foreign regulatory filings and additional financing certainty than the Specified Party I Revised Go-Shop Proposal. The TB Go-Shop Matching Proposal noted that the proposal expired at 8:30 a.m., Eastern time, on February 28, 2024.

Later on the night of February 26, 2024, following receipt of the TB Go-Shop Matching Proposal, the Transaction Committee held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the terms of the TB Go-Shop Matching Proposal, including that (i) Thoma Bravo had matched the $32.00 per share price of the Specified Party I Revised Go-Shop Proposal, (ii) the revised merger agreement removed the ability to terminate the revised merger agreement to enter into an alternative acquisition agreement with a specified party by paying a $20.2 million termination fee and (iii) that the proposal expired at 8:30 a.m., Eastern time, on February 28, 2024. Representatives of Cooley then discussed the Everbridge Board’s fiduciary duties in this context. The Transaction Committee discussed the two proposals. Following the discussion, the Transaction Committee directed Qatalyst Partners to contact Specified Party I and, without noting the specifics of the TB Go-Shop Matching Proposal, indicate that the Specified Party I Revised Go-Shop Proposal no longer constituted a “superior proposal” under the terms of the original merger agreement and request, if Specified Party I were willing to make a revised proposal, that it make an improved, fully committed proposal by the end of the day on February 27, 2024.

Following the second February 26, 2024 Transaction Committee meeting, representatives of Qatalyst Partners spoke with a representative of Specified Party I and, without noting the specifics of the TB Go-Shop Matching Proposal, indicated that the Specified Party I Revised Go-Shop Proposal would no longer constitute a “superior proposal” under the terms of the original merger agreement and requested, if Specified Party I intended to bid again, that it make a revised, fully committed proposal by the end of the day on February 27, 2024 and noted that it would be in Specified Party I’s interest to put its best foot forward in such revised proposal. The representatives of Specified Party I indicated that they would seek to submit a revised proposal on this timeframe.

On the morning of February 27, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the TB Go-Shop Matching Proposal. Representatives of Qatalyst Partners then noted that Specified Party I indicated that it would seek to submit a revised proposal by the end of the day. Members of the Everbridge Board then discussed the differences between the two proposals, including that the Specified Party I Revised Go-Shop Proposal required debt financing multiple equity co-investors (for which financing commitments had been provided) and required an additional foreign regulatory filing (which could

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potentially extend the closing timeline as compared to the TB Go-Shop Matching Proposal). Following further discussion about the go-shop process, the Everbridge Board determined to reconvene once a revised proposal or any material updates were received later that day.

On February 27, 2024, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $34.00 per share of common stock (the “Specified Party I Final Proposal”). The Specified Party I Final Proposal was submitted with fully executed copies of a merger agreement, company disclosure letter, equity commitment letter and debt commitment letter, which were to be held in escrow subject to termination of the original merger agreement with Thoma Bravo and acceptance of the Specified Party I Final Proposal. The Specified Party I Final Proposal noted that the proposal expired at 5:00 p.m., Pacific time, on March 5, 2024. The Specified Party I Final Proposal provided for $900 million of committed debt financing.

Later on February 27, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the terms of the Specified Party I Final Proposal, noting that other than the increased price per share and revisions to the amount of the associated debt and equity commitments, including the fact that the debt commitment amount from Specified Party I had increased to $900 million and the equity commitment amount from Specified Party I had gone down slightly, the proposal remained the same as the Specified Party I Revised Go-Shop Proposal. Representatives of Qatalyst Partners also noted that Specified Party F, the only other party remaining in the go-shop process, had expressed preliminary interest but had not provided a preliminary proposal, had not been responsive to repeated Qatalyst Partners outreach since their last conversation and had not meaningfully engaged with Cooley or provided the requested information necessary to advance a regulatory analysis, which was imperative to permit the Everbridge Board to assess the likelihood and risk of a protracted regulatory process. After discussion, the Everbridge Board concluded that at this point it was unlikely that Specified Party F would submit an actionable proposal that would be comparable in terms of closing certainty to the Specified Party I Final Proposal or the TB Go-Shop Matching Proposal. Following deliberation and discussion by the Everbridge Board and its advisors, the Everbridge Board determined that the Specified Party I Final Proposal constituted a “superior proposal” pursuant to the original merger agreement and directed senior management and its advisors to inform Thoma Bravo of the same.

Following the second February 27, 2024 Everbridge Board meeting, representatives of Cooley provided notice to representatives of Thoma Bravo and Specified Party I and their respective outside legal counsel that the Everbridge Board had determined, after consultation with Qatalyst Partners and Cooley, that the Specified Party I Final Proposal constituted a superior proposal under the original merger agreement.

On February 28, 2024, representatives of K&E reached out to representatives of Cooley to indicate that Thoma Bravo expected to submit a revised proposal and requested that representatives of Thoma Bravo have an audience with the Everbridge Board at a meeting the next day.

Later on February 28, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley provided updates on the go-shop process, including Thoma Bravo’s indication that it was planning to provide a revised proposal and its request to meet with the Everbridge Board the next day. Following discussion, the Transaction Committee determined to (i) grant Thoma Bravo’s request to have an audience with either the Everbridge Board or the Transaction Committee, depending on scheduling availability, and (ii) direct Qatalyst Partners to request that Specified Party I make its best and final proposal no later than the close of business the following day, which was the last day of the go-shop period under the original merger agreement, if it intended to submit a revised proposal.

Following the February 28, 2024 Transaction Committee meeting, representatives of Qatalyst Partners spoke to a representative of Specified Party I and requested that Specified Party I make its best and final proposal no later than the close of the following day if it intended to submit a revised proposal. The representative of Specified Party I

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noted that Specified Party I had the capacity to submit a revised proposal if it wished to, but that they might not do so, as they did not want to bid against themselves. In response, the representatives of Qatalyst Partners indicated that they expected Thoma Bravo to make a revised proposal in short order and that their expectation was that the Specified Party I Final Proposal would no longer constitute a superior proposal under the terms of the original merger agreement following that time and told Specified Party I that it should be prepared to submit a revised proposal on short notice by the afternoon of February 29, 2024. Specified Party I acknowledged this message.

Following that conversation, representatives of Cooley spoke to representatives of Specified Party I’s outside counsel and reiterated the message that, in the event that Specified Party I intended to submit any revised proposal, a best and final proposal would need to be ready to be submitted on short notice by no later than the close of business the following day. Discussion ensued about the directed timeframe. In direct follow-up to the discussion regarding the timeframe, representatives of Qatalyst Partners again contacted representatives of Specified Party I to emphasize the need for Specified Party I to be prepared to submit its best and final proposal in the directed timeframe in the form of a best and final offer with fully committed financing if it desired to submit a revised proposal. The representative of Specified Party I acknowledged the request and requested timeframe. The representatives of Qatalyst Partners again indicated their expectation that the Specified Party I Final Proposal may no longer constitute a superior proposal by the following day, and therefore Specified Party I should be prepared to make a proposal on short notice and within the requested timeframe if it wished to do so.

On February 29, 2024, a representative of K&E spoke with a representative of Cooley and indicated that Thoma Bravo’s revised proposal would be delivered verbally to the Everbridge Board, followed by confirmation in writing of the same, and would have a very short deadline for acceptance before it expired. Around the same time, a representative of Thoma Bravo spoke with Mr. Wagner and indicated that Thoma Bravo’s proposal would be at a higher price per share than the Specified Party I Final Proposal, it would be delivered verbally at the board meeting at which Thoma Bravo would present to the Everbridge Board and that if Thoma Bravo’s proposal was not accepted, it would not make another proposal. A representative of Thoma Bravo also spoke with representatives of Qatalyst Partners and delivered a similar message.

During the afternoon of February 29, 2024, the Everbridge Board, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance, held a meeting to discuss the outreach by Thoma Bravo and its representatives to Mr. Wagner, Qatalyst Partners and Cooley earlier that day. Following discussion, the Everbridge Board directed representatives of Qatalyst Partners to again indicate to Specified Party I that it would need to submit a revised proposal as soon as possible and in any event prior to the close of business that day if it wished to do so.

Following that meeting, representatives of Qatalyst Partners spoke with a representative of Specified Party I and again indicated that a board decision on a revised proposal was likely to be imminent and there would not be additional back-and-forth regarding proposals, noting that the rest of the process would take hours, not days. The representatives of Qatalyst Partners requested that Specified Party I submit any revised proposal it wished to make within an hour, consistent with the message that Qatalyst Partners had conveyed the prior evening. The representative of Specified Party I acknowledged the request.

Later in the afternoon on February 29, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Thoma Bravo and K&E were also in attendance at the beginning of the meeting. The representatives of Thoma Bravo verbally presented a revised proposal to purchase 100% of the outstanding common stock of Everbridge for $35.00 per share of common stock (the “TB Final Proposal”), which proposal was delivered in writing by a representative of K&E shortly following the start of the board meeting. The TB Final Proposal was otherwise on the same terms as the TB Go-Shop Matching Proposal. The representative of Thoma Bravo reviewed the positive aspects of the TB Final Proposal, namely that in addition to being at a higher price than the Specified Party I Final Proposal, the TB Final Proposal had a full equity backstop and fewer foreign regulatory filings than the Specified Party I Final Proposal. The representative of Thoma Bravo further indicated that the TB Final Proposal (i) was conditioned on Everbridge and its advisors maintaining the confidentiality of the proposal and would be

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withdrawn and void if Everbridge did not keep the proposal confidential or if they contacted any other parties before accepting the proposal and (ii) would expire in approximately one hour, at 5:15 p.m., Eastern time, on February 29, 2024, if not earlier accepted. Following their review of the TB Final Proposal, the representatives of Thoma Bravo and K&E left the meeting. The Everbridge Board then discussed the terms of the TB Final Proposal and the Specified Party I Final Proposal and whether to request an improved proposal from Specified Party I in the short time prior to the expiration of the TB Final Proposal (in less than one hour). The Everbridge Board reflected that the go-shop period resulted in five additional proposals from the two parties after entry into the original merger agreement. It also noted that the TB Final Proposal was $6.40 per share higher than the original per share price of $28.60 and its belief that the TB Final Proposal was the highest price reasonably available taking into account the terms of the two proposals and the context of and specific events of the go-shop period. It was noted that representatives of Qatalyst Partners and Cooley had requested on multiple occasions that Specified Party I submit its best and final proposal by the close of business that day and that Specified Party I had not done so or indicated that it would do so. Discussion ensued regarding the likelihood that any revised proposal by Specified Party I would be a fully committed revised proposal. Following discussion of various options available to it, the Everbridge Board determined that the risks of an additional approach to Specified Party I outweighed the chance of any incremental potential benefit to the Everbridge stockholders, given the potential countervailing detriment that could occur from losing the Thoma Bravo proposal (particularly in light of the confidentiality and expiration terms of the TB Final Proposal). Following that determination, representatives of Qatalyst Partners then reviewed with the Everbridge Board its financial analyses of the merger consideration of $35.00 per share of Everbridge common stock and delivered Qatalyst Partners’ opinion, that, as of such date and based upon and subject to the various limitations, qualifications and conditions set forth in the Qatalyst Partners’ written opinion, the merger consideration of $35.00 per share of Everbridge common stock to be received pursuant to, and in accordance with, the terms of the merger agreement by Everbridge stockholders (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders (for more information, see the section of this proxy statement captioned “The Merger—Opinion of Qatalyst Partners LP”). Thereafter, the Everbridge Board, among other related matters, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable, fair to and in the best interests of Everbridge and its stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; (iii) approved the execution and delivery of the merger agreement by Everbridge, the performance by Everbridge of its covenants and other obligations in the merger agreement, and the consummation of the merger upon the terms and subject to the conditions set forth in the merger agreement; (iv) directed that the adoption of the merger agreement be submitted to a vote of the Everbridge stockholders at a meeting of the stockholders; and (v) recommended that the Everbridge stockholders vote in favor of the adoption of the merger agreement and the approval of the merger in accordance with the DGCL.

Following the February 29, 2024 Everbridge Board meeting, the parties entered into the merger agreement and the equity commitment letter after the close of business on February 29, 2024.

The parties then announced the revised transaction on the morning of March 1, 2024. Following the execution of the merger agreement and the announcement of the transaction, representatives of Qatalyst Partners terminated virtual dataroom access and sent customary return or destroy notices to each of the specified parties that was granted virtual dataroom access, whether prior to or after the entry into the original merger agreement.

Recommendation of the Everbridge Board and Reasons for the Merger

Recommendation of the Everbridge Board

On February 29, 2024, the Everbridge Board: (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Everbridge and its stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; (3) approved the execution and delivery of the merger agreement by Everbridge, the performance by Everbridge of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein; (4) directed that the adoption of the merger

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agreement be submitted to a vote of the stockholders of Everbridge at a meeting thereof; and (5) recommended that the stockholders of Everbridge vote in favor of the adoption of the merger agreement and the approval of the merger in accordance with the DGCL.

The Everbridge Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR” 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 adopt the merger agreement at the time of the special meeting.

Reasons for the Merger

In evaluating the merger agreement and the merger, the Everbridge Board consulted with Everbridge management, as well as representatives of each of Qatalyst Partners and Cooley. In recommending that Everbridge stockholders vote “FOR” the adoption of the merger agreement, the Everbridge Board considered and analyzed a number of factors, including the factors provided below (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, including the factors discussed below, the Everbridge Board concluded that entering into the merger agreement was advisable, fair to and in the best interests of Everbridge and its stockholders.

The Everbridge Board considered the following factors and benefits that supported its determination and recommendation:

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The Everbridge Board also considered a number of uncertainties and risks and other potentially negative factors, including the following:

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This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Everbridge Board in its consideration of the merger. After considering these and other factors, the Everbridge Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In light of the variety of factors considered by the Everbridge Board and the complexity of these factors, the Everbridge Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Everbridge Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Everbridge Board adopted and approved the merger agreement and the merger, and recommended that Everbridge stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Everbridge Board. The explanation of the factors 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.”

Opinion of Qatalyst Partners LP

Everbridge retained Qatalyst Partners to act as financial advisor to the Everbridge Board in connection with a potential transaction such as the merger and to evaluate whether the per share price of $35.00 to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Everbridge selected Qatalyst Partners to act as Everbridge’s financial advisor based on Qatalyst Partners’ extensive expertise, knowledge of the industry in which Everbridge operates and experience advising technology companies in connection with potential strategic transactions and stockholder activism. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Everbridge Board on February 29, 2024, Qatalyst Partners rendered to the Everbridge Board its oral opinion, subsequently confirmed in writing, to the effect that, as of February 29, 2024, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders.

The full text of Qatalyst Partners’ written opinion, dated February 29, 2024, is attached to this proxy statement as Annex B and is incorporated herein by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Everbridge stockholders should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Everbridge Board and addresses only, based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) to such holders, and it does not address any other aspect of the merger. It does not constitute a recommendation as to how any holder of shares of Everbridge common stock should vote with respect to the merger or any other matter and does not in any manner address the price at which Everbridge common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

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In arriving at its opinion, Qatalyst Partners reviewed a draft of the merger agreement, certain related documents and certain publicly available financial statements and other business and financial information of Everbridge. Qatalyst Partners also reviewed the Company Projections (as defined in the section of this proxy statement captioned “The Merger—Unaudited Prospective Financial Information”). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Everbridge with senior management of Everbridge. Qatalyst Partners also reviewed the historical market prices and trading activity for Everbridge common stock and compared the financial performance of Everbridge and the prices and trading activity of Everbridge common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

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

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, February 29, 2024. Events occurring after February 29, 2024, may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not been asked and has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Everbridge to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Everbridge. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the compensation to any of the officers, directors or employees of Everbridge or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated February 29, 2024. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Company Projections, described in the section of this proxy statement captioned “The Merger—Unaudited Prospective Financial Information.” Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative

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description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Everbridge common stock as of December 31, 2023 (which is the end of Everbridge’s most recent completed fiscal quarter), using mid-period convention, by:

Based on the calculations set forth above, this analysis implied a range of values for Everbridge common stock of approximately $18.80 to $31.94 per share.

Selected Companies Analysis

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

Based upon third-party research analyst consensus estimates as of February 28, 2024 (which we refer to as the “Analyst Projections”) and using the closing prices as of February 28, 2024, for shares of the selected companies,

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Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by (i) the estimated consensus revenue for calendar year 2024 (which are referred to as the “CY2024E Revenue Multiples”) and (ii) the estimated consensus EBITDA (which we refer to as “Adjusted EBITDA”) for calendar year 2024 (which are referred to as the “CY2024E Adjusted EBITDA Multiples”), for each of the selected companies, as well as the fully diluted equity value divided by the estimated consensus levered free cash flow for calendar year 2024 (which we refer to as the “CY2024E LFCF Multiples”), for each of the selected companies, as shown below:

Note: “—” means not publicly available or not meaningful. Multiples greater than 75.0x considered not meaningful.

Based on an analysis of the CY2024E Revenue Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 2.0x to 3.5x. Qatalyst Partners then applied this range to each of Everbridge’s estimated revenue for calendar year 2024, based on the Company Projections, and the Analyst Projections. Based on the fully diluted shares of Everbridge common stock outstanding as of February 14, 2024 (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”) as provided by Everbridge’s management, this analysis implied a range of values for Everbridge common stock of approximately $15.41 to $31.07 per share based on the Company Projections, and approximately $15.52 to $31.25 per share based on the Analyst Projections.

Based on the analysis of the CY2024E Adjusted EBITDA Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 8.5x to 15.0x and applied this range to each of Everbridge’s estimated calendar year 2024 Adjusted EBITDA, based on the Company Projections, and based on the Analyst Projections. Based on the number of fully diluted shares of Everbridge common stock (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”), as provided by Everbridge’s management, this analysis implied a range of per share values for Everbridge common stock of approximately $15.91 to $32.25 based on the Company Projections and approximately $14.23 to $29.28 based on the Analyst Projections.

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Based on the analysis of the CY2024E LFCF Multiples for each of the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 11.0x to 18.5x and applied this range to each of Everbridge’s estimated calendar year 2024 levered free cash flow, based on the Company Projections, and based on the Analyst Projections. Based on the number of fully diluted shares of Everbridge common stock (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”) as of February 14, 2024, as provided by Everbridge’s management, this analysis implied a range of per share values for Everbridge common stock of approximately $15.13 to $25.44 based on the Company Projections and approximately $16.79 to $28.23 based on the Analyst Projections.

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

Selected Transactions Analysis

Qatalyst Partners compared 30 selected public company transactions, including transactions involving companies participating in similar lines of business to Everbridge or with similar business models, similar financial performance or other relevant or similar characteristics. For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things: (1) the implied fully diluted enterprise value of the target company as a multiple of the actual revenue from the last completed twelve-months of such target company (which we refer to as the “LTM Revenue Multiples”); (2) the implied fully diluted enterprise value of the target company as a multiple of the actual adjusted EBITDA from the last completed twelve-months of such target company (which we refer to as the “LTM Adjusted EBITDA Multiples”); (3) the implied fully diluted equity value of the target company as a multiple of the actual levered free cash flow from the last completed twelve-months of such target company (which we refer to as the “LTM LFCF Multiples”); (4) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-12-months’ revenue of such target company (which we refer to as the “NTM Revenue Multiples”); (5) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-12 months’ adjusted EBITDA of such target company (which we refer to as the “NTM Adjusted EBITDA Multiples”); and (6) the implied fully diluted equity value of the target company as a multiple of third-party research analyst consensus estimates of the next-12-months levered free cash flow of the target company (which we refer to as the “NTM LFCF Multiples”).

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Note: “—” means not publicly available or not meaningful. Multiples greater than 75.0x or negative considered not meaningful.

Based on an analysis of the LTM Revenue Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 2.0x to 5.5x and then applied this range to Everbridge’s last-12 months’ revenue (calculated as the 12-month period ended December 31, 2023). Based on the fully diluted shares of Everbridge common stock outstanding as of February 14, 2024 (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis,” with the exception of assuming cash settlement of Everbridge convertible notes with an assumed make whole adjustment and cash settlement of the capped calls related to the convertible notes based on a Black-Scholes option calculation model), as provided by Everbridge management, this analysis implied a range of values for Everbridge common stock of approximately $14.87 to $50.46 per share.

Based on an analysis of the LTM Adjusted EBITDA Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 11.0x to 22.0x and then applied this range to Everbridge’s last-12-months’ adjusted EBITDA (calculated as the 12-month period ending December 31, 2023). Based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue

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Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $15.68 to $36.83 per share.

Based on an analysis of the LTM LFCF Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 12.0x to 27.0x then applied this range to Everbridge’s last-12-months’ levered free cash flow (calculated as the 12-month period ended December 31, 2023). Based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $13.82 to $31.09 per share.

Based on an analysis of the NTM Revenue Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 2.0x to 5.0x and then applied this range to Everbridge’s estimated next-12 months’ revenue (calculated as the 12-month period ending December 31, 2024) based on the Analyst Projections. Based on the fully diluted shares of Everbridge common stock outstanding as of February 14, 2024 (based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above), as provided by Everbridge management, this analysis implied a range of values for Everbridge common stock of approximately $15.52 to $46.99 per share.

Based on an analysis of the NTM Adjusted EBITDA Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 10.0x to 18.0x and then applied this range to Everbridge’s estimated next-12-months’ adjusted EBITDA (calculated as the 12-month period ending December 31, 2024) based on the Analyst Projections. Based on the same fully diluted share count as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $17.70 to $36.23 per share.

Based on an analysis of the NTM LFCF Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 13.0x to 22.0x then applied this range to Everbridge’s estimated next-12-months’ levered free cash flow (calculated as the 12-month period ending December 31, 2024) based on the Analyst Projections. Based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $19.84 to $33.56 per share.

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

Miscellaneous

In connection with the review of the merger by the Everbridge Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the

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process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Everbridge. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Everbridge. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

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

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

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Everbridge, Parent or certain of their respective affiliates.

During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Everbridge, Parent, or their respective affiliates, pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that (i) Qatalyst Partners has delivered an opinion to Everbridge Board, dated February 4, 2024, pursuant to this engagement, in connection with which Qatalyst Partners was paid a fee of $3 million for its services and (ii) Qatalyst Partners has provided financial advisory services to (a) Everbridge and received $500,000 in connection with such services and (b) Adenza Group, Inc., a then-majority-owned portfolio company of Thoma Bravo, L.P., an affiliate of Parent, and received approximately $55 million in connection with such services. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Everbridge or Parent and their respective affiliates for which it would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided Everbridge with financial advisory services in connection with the merger for which it will be paid an aggregate amount currently estimated at approximately $40 million, subject to the closing of the merger, $3 million of which was payable upon delivery of its first opinion in connection with the original merger agreement (regardless of the conclusion reached in the opinion), $3 million of which was payable upon the delivery of its second opinion (regardless of the conclusion reached in the opinion) and $500,000 of which was payable upon execution of the engagement letter. Everbridge has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Everbridge has also agreed to indemnify Qatalyst Partners and its affiliates, their

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respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Unaudited Prospective Financial Information

While Everbridge has publicly issued limited short-term guidance concerning aspects of its expected financial performance from time to time, Everbridge does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in January 2024, in connection with the review of potential strategic alternatives, including Everbridge’s evaluation of the merger, Everbridge’s management, at the direction of the Everbridge Board, prepared non-public, unaudited prospective financial information for fiscal years 2024 through 2028 (the “Company Projections”), and the Company Projections were reviewed and approved by the Everbridge Board in connection with the evaluation of potential strategic alternatives, including the merger, and for use and reliance by Qatalyst Partners in connection with its financial analyses and opinion delivered to the Everbridge Board as described in the section of this proxy statement captioned “The Merger—Opinion of Qatalyst Partners LP.” The 2024 fiscal year forecasts were provided to all bidders that had access to the virtual dataroom on January 22, 2024 (or to the extent a bidder was provided access thereafter, as of such date on which dataroom access was provided to such bidder) in the form of a budget for the 2024 fiscal year.

The information and table set forth below is included solely to give Everbridge stockholders access to certain of the long-range financial projections that were made available to the Everbridge Board and Qatalyst Partners 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 Company Projections 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 Company Projections, were relied upon by the Everbridge Board in connection with its consideration of the merger and the per share merger consideration. The Everbridge Board has historically used Adjusted EBITDA to evaluate Everbridge’s core operating performance and to generate future operating plans, and make strategic decisions as further described in Everbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024 and in subsequent filings. The Everbridge Board determined that the use of

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Adjusted EBITDA and Unlevered Free Cash Flow, in particular the exclusion of certain expenses that the Everbridge Board did not consider to be indicative of Everbridge’s core operating performance in calculating such non-GAAP financial measures, was most consistent with its past practice and appropriate in generating financial projections on a period-to-period basis. While Everbridge believes that such non-GAAP financial measures provide useful supplemental information in analyzing Everbridge’s financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by Everbridge may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented 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 proposed transactions if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Everbridge Board or Qatalyst Partners in connection with the merger. Accordingly, Everbridge has not provided a reconciliation of the financial measures included in the Company Projections to the relevant GAAP financial measures. The Company Projections may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the transactions.

The Company Projections reflect estimates and assumptions made by Everbridge 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 Everbridge’s control. In particular, the Company Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions (as described below) that are inherently uncertain. Because the Company Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on Everbridge’s business and its results of operations. None of Everbridge, 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 Company Projections or the ultimate performance of Everbridge relative to the financial projections. The inclusion of the Company Projections in this proxy statement does not constitute an admission or representation of Everbridge that the Company Projections or the information contained therein is material. Except as required by applicable law, neither Everbridge nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Company Projections 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 if evaluating the Company Projections, which were prepared as of an earlier date.

The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Everbridge in its public filings with the SEC. The Company Projections were developed by Everbridge management on a standalone basis without giving effect to the merger and the other transactions contemplated by the merger agreement, and therefore the Projections do not give effect to the proposed transactions or any changes to Everbridge’s operations or strategy that may be implemented after the consummation of the merger, including any costs incurred in connection with the proposed transactions. Furthermore, the Company Projections do not take into account the effect of any failure of the proposed transactions to be completed and should not be viewed as accurate or continuing in that context.

The Company Projections 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 Company Projections should not be regarded as an indication that Everbridge or anyone who received the Company Projections then considered, or now considers, the Company Projections to be necessarily

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predictive of actual future events, and this information should not be relied upon as such. Everbridge management views the Company Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

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

When considering the recommendation of the Everbridge Board that you vote to approve the proposal to adopt the merger agreement, 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) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Everbridge 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.

Insurance and Indemnification of Directors and Executive Officers

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

Treatment of Equity Awards

Treatment of Everbridge Options

As of March 5, 2024, there were outstanding Everbridge options to purchase an aggregate of 41,477 shares of our common stock with an exercise price below the per share price, of which Everbridge options to purchase an aggregate of 5,000 shares of our common stock were held by our current non-employee directors and of which Everbridge options to purchase an aggregate of 3,597 shares of our common stock were held by our current executive officers.

At the effective time of the merger, each vested Everbridge option will be automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of our common stock subject to the vested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such vested Everbridge option, without interest thereon and less applicable withholding taxes.

At the effective time of the merger each unvested Everbridge option will be automatically cancelled and converted into solely the contingent right to receive from Parent or the surviving corporation a Converted Option Cash Award equal in value to (1) the total number of shares of our common stock subject to such unvested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such unvested Everbridge option, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such Converted Option Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge option immediately prior to the effective time of the merger.

Any underwater Everbridge option will be automatically cancelled at the effective time of the merger for no consideration or payment.

Treatment of Everbridge Restricted Stock Units

As of March 5, 2024, there were outstanding awards of Everbridge RSUs (or portions thereof) that cover an aggregate of 1,895,549 shares of our common stock, of which Everbridge RSUs covering an aggregate of

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64,544 shares of our common stock were held by our current non-employee directors and of which Everbridge RSUs covering an aggregate of 350,155 shares of our common stock were held by our current executive officers.

At the effective time of the merger, each vested Everbridge RSU will be cancelled and converted into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes.

At the effective time of the merger, each unvested Everbridge RSU will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation a Converted RSU Cash Award equal in value to (1) the total number of shares of our common stock subject to such unvested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge RSU immediately prior to the effective time of the merger, provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of Everbridge Performance-based Restricted Stock Units

As of March 5, 2024, there were outstanding awards of Everbridge PSUs (or portions thereof) that cover an aggregate of 825,890 shares of our common stock, of which Everbridge PSUs covering an aggregate of 471,292 shares of our common stock were held by our current executive officers. None of our current non-employee directors hold any Everbridge PSUs.

At the effective time of the merger, each vested Everbridge PSU will be cancelled and converted into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge PSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less applicable withholding taxes.

At the effective time of the merger, each unvested Everbridge PSU will be cancelled and converted into the contingent right to receive from Parent or the surviving corporation a Converted PSU Cash Award equal to (1) the total number of shares of our common stock subject to such unvested Everbridge PSU immediately prior to the effective time of the merger based on the number of shares that the applicable unvested Everbridge PSU would settle for at target achievement of the applicable performance metrics, multiplied by (2) the per share price, without interest and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted PSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge PSU immediately prior to the effective time of the merger, except that in lieu of vesting based on performance metrics, 50% of each Converted PSU Cash Award will instead vest at target achievement at the end of the fiscal quarter which ends immediately after the second anniversary of the date of grant, and 50% of each Converted PSU Cash Award will vest at target achievement at the end of the fiscal quarter which ends immediately after the third anniversary of the date of grant, subject in each case to continuous service through the applicable vesting date(s), and provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of the ESPP

From the date of the original merger agreement, we have taken, or will take, all actions necessary to (1) provide that no new individuals will be permitted to enroll in the ESPP; (2) make any adjustment that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened

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offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; (3) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect as of February 4, 2024; (4) cause the exercise (as of no later than one business day prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP (but otherwise no other of our common stock under the ESPP will be issued); (5) provide that no further offering period or purchase period will commence pursuant to the ESPP, and if the effective time of the merger would otherwise occur before the end of the Current Purchase Period, shorten the Current Purchase Period as of a specified trading day at least ten days prior to the date on which the effective time of the merger occurs; and (6) not extend the Current Purchase Period. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP and no further rights will be granted or exercised under the ESPP after such termination. None of our executive officers currently participate in the ESPP. Our non-employee directors are not eligible to participate in the ESPP.

Equity Interests of Everbridge’s Directors and Executive Officers

The following table sets forth for each person who has been an Everbridge executive officer or member of the Everbridge Board at any time since the beginning of Everbridge’s 2023 fiscal year, (1) the number of shares of our common stock directly held; (2) the number of shares of our common stock subject to his or her in-the-money Everbridge options; and (3) the number of shares of our common stock subject to his or her Everbridge RSUs or Everbridge PSUs, assuming the following and such additional assumptions set forth in the footnotes to the table:

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