AAN Aarons Holdings Company Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

The Aaron’s Company, Inc.

(Name of Registrant as Specified in its Charter)

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

400 Galleria Parkway, S.E., Suite 300

Atlanta, Georgia 30339

[   ], 2024

Dear Shareholder:

A special meeting of shareholders of The Aaron’s Company, Inc., a Georgia corporation (“The Aaron’s Company” or the “Company”), will be held on [  ], 2024, at [  ] a.m. local time, at the law offices of Jones Day, located at 1221 Peachtree Street N.E., Suite 400, Atlanta, Georgia 30361. (the “special meeting”). You are cordially invited to attend.

On June 16, 2024, The Aaron’s Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”) with IQVentures Holdings, LLC, an Ohio limited liability company (“IQV”), and Polo Merger Sub, Inc., a Georgia corporation that is a wholly-owned direct subsidiary of IQV (“Merger Sub”), providing for, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, the acquisition of The Aaron’s Company by IQV at a price of $10.10 per share in cash. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into The Aaron’s Company (the “merger”), with The Aaron’s Company surviving the merger as a wholly-owned direct subsidiary of IQV. At the special meeting, The Aaron’s Company will ask you to approve certain proposals, including a proposal to approve the merger agreement.

At the effective time of the merger, each share of The Aaron’s Company common stock, par value $0.50 per share (“Company common stock”), issued and outstanding immediately prior to the effective time (other than shares owned by The Aaron’s Company as treasury stock, shares owned by IQV or any direct or indirect wholly owned subsidiary of IQV and shares owned by shareholders who have properly exercised dissenters’ rights under Georgia law), will be converted into the right to receive $10.10 in cash, without interest. This represents a premium of 34.0% over the Company’s closing share price of $7.54 on June 14, 2024 (the last trading day prior to the announcement of the merger) and a premium of 35.6% over the Company’s 90-day volume-weighted average share price as of such date.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

The board of directors of The Aaron’s Company (the “Board”) carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously adopted the merger agreement, determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of The Aaron’s Company’s shareholders, directed that the merger agreement be submitted to The Aaron’s Company’s shareholders for approval at a duly held meeting and resolved to recommend that The Aaron’s Company’s shareholders vote to approve the merger agreement. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the merger agreement described in the accompanying proxy statement. The Board also unanimously recommends a vote “FOR” the nonbinding compensation proposal described in the accompanying proxy statement and “FOR” the adjournment proposal, if necessary or appropriate, described in the accompanying proxy statement.

Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the proposal to approve the merger agreement is important and we

encourage you to vote promptly. The merger cannot be completed unless the merger agreement is approved by shareholders holding at least a majority of the outstanding shares of Company common stock as of the close of business on [ ], 2024. The failure to vote will have the same effect as a vote AGAINST the proposal to approve the merger agreement.

After reading the accompanying proxy statement, please make sure to vote your shares by promptly voting electronically or telephonically as described in the accompanying proxy statement, or by completing, dating, signing and returning your proxy card, or attending the special meeting in person. Instructions regarding the methods of voting are provided on the proxy card. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from it to vote your shares. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, The Aaron’s Company’s proxy solicitor for the special meeting, toll-free at (877) 800-5194 (banks and brokers may call (212) 750-5833).

We encourage you to join us in voting to approve the merger that our management team and the Board view as highly beneficial to our shareholders.

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy, accuracy or completeness of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [ ], 2024 and is first being mailed to our shareholders on or about [ ], 2024.

400 Galleria Parkway, S.E., Suite 300

Atlanta, Georgia 30339

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

ANNEXES

Annex A – Agreement and Plan of Merger, dated June 16, 2024, by and among IQVentures Holdings, LLC, Polo Merger Sub, Inc. and The Aaron’s Company, Inc.

Annex B – Opinion Letter of J.P. Morgan Securities LLC, dated June 16, 2024

Annex C – Article 13 of the Georgia Business Corporation Code

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400 Galleria Parkway, S.E., Suite 300

Atlanta, Georgia 30339

PROXY STATEMENT

This proxy statement contains information relating to a special meeting of shareholders (the “special meeting”) of The Aaron’s Company, Inc., which we refer to as “The Aaron’s Company”, the “Company”, “we”, “us” or “our”. The special meeting will be held on [ ], 2024, at [  ] a.m. local time, at the law offices of Jones Day, located at 1221 Peachtree Street N.E., Suite 400, Atlanta, Georgia 30361. We are furnishing this proxy statement to shareholders of the Company as part of the solicitation of proxies by the Company’s board of directors, which we refer to as the “Board”, for use at the special meeting and at any adjournments or postponements thereof. This proxy statement is dated [  ], 2024 and is first being mailed to our shareholders on or about [ ], 2024.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all the questions that may be important to you as a shareholder. Accordingly, you should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

A: On June 16, 2024, the Company entered into the merger agreement with IQV and Merger Sub. You are receiving this proxy statement as a shareholder of the Company in connection with the solicitation of proxies by the Board in favor of the proposal to approve the merger agreement and the other matters to be voted on at the special meeting described below under “—What proposals will be considered at the special meeting?” beginning on page [●]. The merger cannot be completed unless the merger agreement is approved by shareholders holding at least a majority of the outstanding shares of Company common stock as of the record date.

A: If the merger is completed, you will be entitled to receive $10.10 in cash, without interest, for each share of Company common stock that you own immediately prior to the effective time of the merger.

A: The exchange of shares of Company common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this proxy statement entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] for a more detailed description of the United States federal income tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local or non-U.S. taxes.

A: For information regarding the treatment of the Company’s equity compensation and long-term cash awards, please see the section of this proxy statement entitled “The Merger Agreement—Treatment of Equity and Long-Term Cash Awards” beginning on page [●].

A: For information regarding the treatment of the Company ESPP, please see the section of this proxy statement entitled “The Merger Agreement—Treatment of Employee Stock Purchase Plan” beginning on page [●].

A: The special meeting will be held on [   ], 2024, at [   ] a.m. local time, at the law offices of Jones Day, located at 1221 Peachtree Street N.E., Suite 400, Atlanta, Georgia 30361.

If you are a shareholder of record and wish to attend the special meeting, you must provide valid picture identification, such as a driver’s license or passport, showing a name that matches a name on the Company’s list of record shareholders as of [ ], 2024 to be admitted to the special meeting.

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If you hold your shares through a bank, broker, or other nominee, more commonly known as holding shares in “street name,” and desire to vote at the special meeting, you must inform your bank, broker, or other nominee and request a “legal” proxy from the bank, broker, or nominee. You will need to bring the legal proxy to the special meeting along with valid picture identification. If you do not have a legal proxy, you will not be able to vote at the special meeting. You are, however, still welcome to attend the special meeting, but you must bring your most recent brokerage account statement showing that you owned the Company’s common stock as of the record date along with valid picture identification to be admitted to the special meeting. You are advised that if you own shares in street name and obtain a legal proxy, any proxy you have previously executed will be revoked, and your vote will not be counted unless you appear at the special meeting and vote in person or legally appoint another proxy to vote on your behalf.

A: Only holders of record of Company common stock as of the close of business on [   ], 2024, the record date for the special meeting, are entitled to vote the shares of Company common stock they held on the record date at the special meeting. As of the close of business on the record date, there were [  ] shares of Company common stock outstanding and entitled to vote, held by [  ] shareholders of record. Each shareholder is entitled to one vote for each share of Company common stock held by such shareholder on the record date on each of the proposals presented in this proxy statement.

A: At the special meeting, you will be asked to consider and vote on the following proposals:

A: Under Section 14A of the Exchange Act, the SEC requires the Company to conduct a nonbinding, advisory vote of shareholders regarding the compensation that may be paid or may become payable to the Company’s named executive officers in connection with, or following, the consummation of the merger.

A: Approval of the compensation that will or may become payable by the Company to its named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement is not a condition to the consummation of the merger. The vote is an advisory vote and will not be binding on the Company. The arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to approval.

Accordingly, if the merger agreement is approved by Company’s shareholders and the merger is consummated, such compensation will or may be paid to the Company’s named executive officers regardless of the outcome of this advisory vote.

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A: Pursuant to the Company’s amended and restated bylaws (the “bylaws”), the holders of a majority of the outstanding shares of Company common stock as of the close of business on the record date must be present, either in person or represented by valid proxy, to constitute a quorum necessary to conduct the special meeting. On the record date, [  ] shares of Company common stock were issued and outstanding, including shares of restricted stock still subject to vesting requirements entitled to vote at the special meeting. Shares represented by valid proxies received but marked as abstentions, and shares reflecting broker non-votes, will be counted as present at the special meeting for purposes of establishing a quorum.

A: The approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Company common stock as of the record date. Under the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Abstentions, failures to vote and “broker non-votes” will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

The approval of the nonbinding compensation proposal requires that the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Assuming a quorum is present at the special meeting, abstentions, failures to vote and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal.

The approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock present and entitled to vote at the special meeting. Assuming a quorum is present at the special meeting, abstentions will have the same effect as a vote “AGAINST” the adjournment proposal, and failures to vote and “broker non-votes” will have no effect on the outcome of the adjournment proposal.

A: The Board unanimously recommends a vote “FOR” the proposal to approve the merger agreement, “FOR” the nonbinding compensation proposal and “FOR” the approval of the adjournment proposal.

For a discussion of the factors that the Board considered in resolving to recommend that the Company’s shareholders vote to approve the merger agreement, please see the section of this proxy statement entitled “The Merger—Reasons for Recommending the Approval of the Merger Agreement” beginning on page [●]. In addition, in considering the recommendation of the Board with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s shareholders generally. Please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page [●].

A: The Company’s directors and executive officers have informed us that they intend, as of the date hereof, to vote all of their shares of Company common stock in favor of the matters before our shareholders as described in this proxy statement. Details of the beneficial ownership of Company common stock of the Company’s directors and executive officers are set out in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page [●].

A: In considering the proposals to be voted on at the special meeting, you should be aware that certain of the Company’s directors and executive officers have interests in the merger that may be different from, or in

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addition to, your interests as a shareholder. The Board was aware of and considered these interests, among other matters, in evaluating and reaching its decision to adopt the merger agreement and in determining that the merger and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of the Company’s shareholders, and in resolving to recommend the Company’s shareholders vote to approve the merger agreement.

The Company’s directors and executive officers also have the right to indemnification and insurance coverage following the closing of the merger. For more information, please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page [●].

A: The record date for the special meeting is earlier than the date of the special meeting. If you own shares of Company common stock on the record date, but transfer your shares after the record date but before the effective time of the merger, you will retain your right to vote such shares at the special meeting, but the right to receive the merger consideration will pass to the person to whom you transferred your shares.

A: If you are a shareholder with shares of Company common stock registered in your name, you may vote in person at the special meeting or by submitting a proxy for the special meeting via the internet, by telephone or by completing, signing, dating and mailing the enclosed proxy card in the envelope provided. For more detailed instructions on how to vote using one of these methods, please see the section of this proxy statement entitled “The Special Meeting—Voting Procedures” beginning on page [●].

If you are a shareholder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of the proposal to approve the merger agreement, the nonbinding compensation proposal and the adjournment proposal.

A: If you are a shareholder with shares of Company common stock held in “street name”, which means your shares are held in an account at a broker, you must follow the instructions from your broker in order to vote. Unless you follow those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

A: If you abstain from voting, fail to cast your vote in person or by proxy or fail to give voting instructions to your broker, it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

Assuming a quorum is present at the special meeting, abstentions, failures to vote and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal.

Assuming a quorum is present at the special meeting, abstentions will have the same effect as a vote “AGAINST” the adjournment proposal, and failures to vote and “broker non-votes” will have no effect on the outcome of the adjournment proposal.

A: Yes. If you are a shareholder of record, your proxy can be revoked in several ways:

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However, if your shares are held in “street name” through a broker, nominee, fiduciary or other custodian, you must contact your broker, nominee, fiduciary or other custodian to determine how to revoke your proxy.

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of Company common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Company common stock. If you are a shareholder of record and your shares of Company common stock are registered in more than one name, you will receive more than one proxy card. Please submit each proxy and voting instruction card that you receive to ensure that all your shares are voted.

A: No. Promptly after the effective time of the merger, each holder of record (other than the Depository Trust Company) of (1) a certificate representing any Company common stock or (2) shares of Company common stock in non-certificated book-entry form, in each case that is entitled to receive the merger consideration, will be sent a letter of transmittal and instructions for use in effecting the surrender of such holder’s shares in exchange for the merger consideration. If you hold your shares in certificated form, you will receive your cash payment upon surrender of your certificates, together with your duly executed letter of transmittal and any other documents requested in the instructions. You should not return your certificates with the enclosed proxy card, and you should not forward your certificates to the paying agent without a letter of transmittal. If you hold shares of Company common stock in non-certificated book-entry form, you will not be required to deliver a certificate, and you will receive your cash payment after the paying agent has received your duly executed letter of transmittal and any other documents requested in the instructions.

A: Yes. Under the GBCC, the holders of record of Company common stock are entitled to assert dissenters’ rights in connection with the merger, provided they follow the procedures and satisfy the conditions set forth in Article 13 of the GBCC. For more information regarding dissenters’ rights, see the section entitled “Dissenters’ Rights of Shareholders” on page [●]. A copy of Article 13 of the GBCC is attached as Annex C to this proxy statement. Failure to strictly comply with Article 13 of the GBCC will result in the loss of dissenters’ rights. We urge any shareholder of the Company who wishes to assert dissenters’ rights to read the statute carefully and consult with legal counsel before attempting to assert dissenters’ rights.

A: We are working toward completing the merger as promptly as practicable. If the merger agreement is approved at the special meeting, we anticipate that the merger will be completed in the second half of 2024. However, because the merger cannot be completed until the conditions to closing (some of which, as described under “The Merger Agreement—Conditions to the Merger”, will not be determined until the closing date) are satisfied, we cannot assure completion by any particular date, if at all.

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A: If the merger is consummated, Merger Sub will be merged with and into the Company, and the Company will continue to exist following the merger as a wholly-owned direct subsidiary of IQV. Following such consummation of the merger, shares of Company common stock will no longer be listed on the NYSE or any other public market, and the registration of shares of Company common stock under the Exchange Act will be terminated.

A: In the event that the proposal to approve the merger agreement does not receive the required approval from our shareholders, or if the merger is not completed for any other reason, our shareholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, we will remain an independent public company and shareholders will continue to own their shares of Company common stock.

Upon termination of the merger agreement under certain specified circumstances, the Company will be required to pay IQV a termination fee, or, under certain other specified circumstances, IQV will be required to pay the Company a reverse termination fee. Please see the sections of this proxy statement entitled “The Merger Agreement—Termination Fee and Reverse Termination Fee” beginning on page [●].

A: The SEC permits companies to send a single set of certain disclosure documents to shareholders who share the same address and have the same last name, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. This practice, known as “householding”, is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

If you received a householded mailing and you would like to have additional copies of this proxy statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Corporate Secretary, The Aaron’s Company, Inc., 400 Galleria Parkway, S.E., Suite 300, Atlanta, Georgia 30339. We will promptly send additional copies of this proxy statement upon receipt of any such request.

A: If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, the Company’s proxy solicitor for the special meeting, which we refer to as “Innisfree”, toll-free at (877) 800-5194 (banks and brokers may call (212) 750-5833).

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

To the extent any statements made in this proxy statement contain information that is not historical, these statements are forward-looking statements and are subject to uncertainties and risks. These forward-looking statements relate to, among other things, the expected benefits of the merger such as efficiencies, cost savings, growth potential, market profile, financial strength, the potential financing of the transaction and the expected timing of the completion of the transaction. Forward-looking statements often include words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “indicate,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “proposed,” “seek,” “should,” “target,” “would” or similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Although certain of these statements set out herein are indicated above, all of the statements in this document that contain forward-looking statements are qualified by these cautionary statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Important factors that could cause actual results to differ materially from those expressed in or implied by such statements include, among other things: (i) the ability to meet the closing conditions to the proposed transaction, including obtaining shareholder approval; (ii) the ability of IQV to obtain financing for the proposed transaction; (iii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or inability to complete the proposed transaction on the expected timeframe or at all; (iv) litigation relating to the proposed transaction; (v) the inability to retain key personnel, or potential diminished productivity due to the impact of the proposed transaction on the Company’s current and prospective employees, key management, customers, suppliers, franchisees and business partners; and (vi) the other risks and uncertainties discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in other documents that the Company files from time to time with the SEC. There can be no assurance that the transaction will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this proxy statement, as well as under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Company cautions that the foregoing list of important factors that may affect future results is not exhaustive. There also may be other factors that we do not anticipate or that we do not recognize are material that could cause results to differ materially from expectations.

All forward-looking statements speak only as of the date they are made, and the Company expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of future events, new information or otherwise, except as required by law. All subsequent written and oral forward-looking statements concerning the transaction or other matters attributable to the Company or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above.

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THE PARTIES

The Aaron’s Company, Inc.

The Aaron’s Company is a leading, technology-enabled, omnichannel provider of lease-to-own and retail purchase solutions of furniture, electronics, appliances, and other home goods across its brands: Aaron’s, BrandsMart U.S.A., BrandsMart Leasing, and Woodhaven Furniture Industries. Aaron’s offers a direct-to-consumer lease-to-own solution through its approximately 1,200 Company-operated and franchised stores in 47 states and Canada, as well as its e-commerce platform. BrandsMart U.S.A. is one of the leading appliance retailers in the country with 12 retail stores in Florida and Georgia. BrandsMart Leasing offers lease-to-own solutions to customers of BrandsMart U.S.A. Woodhaven is the Company’s furniture manufacturing division. Its corporate headquarters is located at 400 Galleria Parkway, S.E. Atlanta, Georgia 30339, its telephone number is (678) 402-3000 and its internet address is www.aarons.com. The information contained on the Company’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC.

IQVentures Holdings, LLC

IQVentures Holdings, LLC, which we refer to as “IQV”, invests in and builds the next generation of technology and companies that help shape the future. IQV has substantial experience and expertise in all aspects of consumer and business financing and leverages proprietary technology and shared services to help drive value for the companies it acquires. Its corporate headquarters is located at 5165 Emerald Parkway, Dublin, Ohio, 43017, and its telephone number is (888) 983-4478.

Polo Merger Sub, Inc.

Polo Merger Sub, Inc., which we refer to as “Merger Sub”, is a wholly-owned direct subsidiary of IQV formed solely for the purpose of effecting the merger. Upon the consummation of the merger, Merger Sub will cease to exist. Merger Sub has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the merger. The address of Merger Sub is 1180 Peachtree St. NE, Suite 1600, Atlanta, GA 30309, and its telephone number is (888) 983-4478.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Company’s shareholders as part of the solicitation of proxies by the Board for use at the special meeting and at any adjournments or postponements thereof.

Date, Time and Place

The special meeting will be held on [  ], at [  ] a.m. local time, at the law offices of Jones Day, located at 1221 Peachtree Street N.E., Suite 400, Atlanta, Georgia 30361.

If you are a shareholder of record and wish to attend the special meeting, you must provide valid picture identification, such as a driver’s license or passport, showing a name that matches a name on the Company’s list of record shareholders as of [  ], 2024 to be admitted to the special meeting.

If you hold your shares of Company common stock through a bank, broker, or other nominee, more commonly known as holding shares in “street name,” and desire to vote at the special meeting, you must inform your bank, broker, or other nominee and request a “legal” proxy from the bank, broker, or nominee. You will need to bring the legal proxy to the special meeting along with valid picture identification. If you do not have a legal proxy, you will not be able to vote at the special meeting. You are, however, still welcome to attend the special meeting, but you must bring your most recent brokerage account statement showing that you owned the Company’s common stock as of the record date along with valid picture identification to be admitted to the special meeting. You are advised that if you own shares in street name and obtain a legal proxy, any proxy you have previously executed will be revoked, and your vote will not be counted unless you appear at the special meeting and vote in person or legally appoint another proxy to vote on your behalf.

Purpose of the Special Meeting

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement.

Recommendation of the Board

The Board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of the Company’s shareholders, unanimously adopted the merger agreement, directed that the merger agreement be submitted for approval at a duly held meeting and resolved to recommend that the Company’s shareholders vote to approve the merger agreement. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the merger agreement. For a discussion of the material factors that the Board considered in resolving to recommend that the Company’s shareholders vote to approve the merger agreement, please see the section of this proxy statement entitled “The Merger—Reasons for Recommending the Approval of the Merger Agreement”.

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The Board also unanimously recommends a vote ”FOR” the nonbinding compensation proposal and “FOR” the approval of the adjournment proposal.

Record Date and Shareholders Entitled to Vote

Only holders of record of Company common stock as of the close of business on [   ], 2024, the record date for the special meeting, are entitled to vote the shares of Company common stock they held on the record date at the special meeting. As of the close of business on the record date, there were [   ] shares of Company common stock outstanding and entitled to vote, held by [   ] shareholders of record. Each shareholder is entitled to one vote for each share of Company common stock held by such shareholder on the record date on each of the proposals presented in this proxy statement.

Quorum

Pursuant to the Company’s bylaws, the holders of a majority of the outstanding shares of Company common stock as of the close of business on the record date must be present, either in person or represented by valid proxy, to constitute a quorum necessary to conduct the special meeting. Shares represented by valid proxies received but marked as abstentions, and shares reflecting broker non-votes, will be counted as present at the special meeting for purposes of establishing a quorum.

A broker non-vote occurs with respect to a matter when a bank, broker or other nominee does not have discretionary authority to vote on such matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. If you are a beneficial owner of shares of Company common stock, you must follow instructions from your bank, broker or other nominee to authorize it to vote with respect to the proposal to approve the merger agreement, the nonbinding compensation proposal and the adjournment proposal.

Although it is not currently expected, the special meeting may be adjourned in the absence of a quorum by the affirmative vote of holders of a majority of the shares of Company common stock present and entitled to vote at the special meeting.

Even if a quorum is present, the special meeting could also be adjourned in order to provide more time to solicit additional proxies, if necessary or appropriate, in favor of approval of the merger agreement if sufficient votes are cast in favor of the adjournment proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date is set for the adjourned meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the special meeting.

Vote Required

Approval of the Merger Agreement

The approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Company common stock as of the record date. Under the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. The failure to vote your shares of Company common stock, abstentions and “broker non-votes” will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

Approval of the Nonbinding Compensation Proposal

The approval of the nonbinding compensation proposal requires that the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. Assuming a quorum is present at the special meeting, abstentions, failures to vote and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal. This is an advisory vote only and will not be binding on the Company or the Board.

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Approval of the Adjournment of the Special Meeting

The approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock present and entitled to vote at the special meeting. Assuming a quorum is present at the special meeting, abstentions will have the same effect as a vote “AGAINST” the adjournment proposal, and failures to vote and “broker non-votes” will have no effect on the outcome of the adjournment proposal.

Voting Procedures

Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the proposal to approve the merger agreement is important and we encourage you to vote promptly.

To ensure that your shares are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person, using one of the following three methods:

Telephone and Internet voting are available 24 hours a day. If you are the record holder of your shares or your shares are held in street name, then telephone and Internet voting will be accessible until 11:59 p.m. Eastern time on [ ], 2024.

Shareholders of the Company who hold their shares in “street name” by a broker, nominee, fiduciary or other custodian should refer to the proxy card or other information forwarded by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.

If you have any questions or need assistance voting your shares, please contact Innisfree, The Aaron’s Company’s proxy solicitor for the special meeting, toll-free at (877) 800-5194 (banks and brokers may call (212) 750-5833).

How Proxies Are Voted

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a shareholder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of the proposal to approve the merger agreement, the nonbinding compensation proposal and the adjournment proposal.

Revocation of Proxies

You have the right to revoke your proxy at any time prior to the time your shares are voted at the special meeting. If you are a shareholder of record, your proxy can be revoked in several ways:

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However, if your shares are held in “street name” through a broker, nominee, fiduciary or other custodian, you must contact your broker, nominee, fiduciary or other custodian to determine how to revoke your proxy.

Voting in Person

If you plan to attend the special meeting and vote in person, you will be given a ballot at the special meeting. Please note that admission to the special meeting is limited to the Company’s shareholders or their representatives. For holders of record of Company common stock, upon your arrival at the meeting location, you must provide valid picture identification, such as a driver’s license or passport, showing a name that matches a name on the Company’s list of record shareholders as of [ ], 2024 to be admitted to the special meeting.

If you hold your shares through a bank, broker, or other nominee, more commonly known as holding shares in “street name,” and desire to vote at the special meeting, you must inform your bank, broker, or other nominee and request a “legal” proxy from the bank, broker, or nominee. You will need to bring the legal proxy to the special meeting along with valid picture identification. If you do not have a legal proxy, you will not be able to vote at the special meeting. You are, however, still welcome to attend the special meeting, but you must bring your most recent brokerage account statement showing that you owned the Company’s common stock as of the record date along with valid picture identification to be admitted to the special meeting. You are advised that if you own shares in street name and obtain a legal proxy, any proxy you have previously executed will be revoked, and your vote will not be counted unless you appear at the special meeting and vote in person or legally appoint another proxy to vote on your behalf.

Dissenters’ Rights

Under the GBCC, any holder of record of Company common stock who objects to the merger, and who exercises their dissenters’ rights and fully complies with all of the provisions of Article 13 of the GBCC (but not otherwise), will be entitled to demand and receive payment of the “fair value” for all (but not less than all) of their shares of Company common stock if the merger is consummated.

Solicitation of Proxies

The Company will pay the costs of soliciting proxies from its shareholders. In addition to this mailing, proxies may be solicited by directors, officers or employees of the Company in person, by telephone or electronic transmission. None of the directors, officers or employees will be directly compensated for such services. The Company has retained Innisfree to assist in the distribution and solicitation of proxies. The Company will pay Innisfree a fee of approximately $20,000, plus reasonable expenses, for these services.

The extent to which these proxy soliciting efforts will be undertaken depends entirely upon how promptly proxies are submitted.

You should submit your proxy without delay by mail, by telephone or via the Internet. The Company also reimburses brokers, nominees, fiduciaries or other custodians for their expenses in sending these materials to you and getting your voting instructions.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned in the absence of a quorum by the affirmative vote of holders of a majority of the shares of Company common stock present and entitled to vote at the special meeting.

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Even if a quorum is present, the special meeting could also be adjourned in order to provide more time to solicit additional proxies, if necessary or appropriate, in favor of approval of the merger agreement if sufficient votes are cast in favor of the adjournment proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date is set for the adjourned meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the special meeting.

Voting by Company Directors and Executive Officers

The Company’s directors and executive officers have informed us that they intend, as of the date hereof, to vote all of their shares of Company common stock in favor of the matters before our shareholders as described in this proxy statement. Details of the beneficial ownership of Company common stock of the Company’s directors and executive officers are set out in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page [●]. Certain of the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company’s shareholders generally. For more information, please see the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page [●].

Assistance

If you have any questions or need assistance voting your shares, please contact Innisfree, the Company’s proxy solicitor for the special meeting, toll-free at (877) 800-5194 (banks and brokers may call (212) 750-5833).

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THE MERGER

Overview

The Company is seeking the approval by its shareholders of the merger agreement the Company entered into on June 16, 2024 with IQV and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned direct subsidiary of IQV. The Board has unanimously adopted the merger agreement, determined that the merger and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of the Company’s shareholders, directed that the merger agreement be submitted to the Company’s shareholders for approval at a duly held meeting and resolved to recommend that the Company’s shareholders vote to approve the merger agreement.

Upon the consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time (other than shares owned by The Aaron’s Company as treasury stock, shares owned by IQV or any direct or indirect wholly owned subsidiary of IQV and shares owned by shareholders who have properly exercised dissenters’ rights under the GBCC), will be automatically converted into the right to receive $10.10 in cash, without interest.

Background of the Merger

The Board actively evaluates and oversees management’s execution of the Company’s operating strategy and business plan to increase shareholder value over the long-term, including investments in stores, omnichannel lease decisioning and customer acquisition platforms, and other innovations, as well as the execution of growth strategies and cost reductions for increased profitability. As part of its ongoing evaluation of the Company’s business and with the objective of enhancing shareholder value, the Board and management from time to time consider financial and strategic alternatives to the continued pursuit of the Company’s operating strategy and business plan as an independent company.

On December 14, 2022, the Company received an unsolicited written expression of interest regarding a potential acquisition of the Company from a large family office with significant assets under management in the subprime consumer finance space (“Party A”). While Party A’s proposal indicated that it would be willing to pay a premium to acquire the Company, the proposal did not include a specific premium, range of premia, or any other financial terms. In response to the receipt of Party A’s proposal, the Board and management met several times by videoconference with the Company’s financial and legal advisors. In connection with these meetings, the Board reviewed with its financial and legal advisors, among other things, considerations regarding the expression of interest and the Company’s current standalone strategic plan, and their fiduciary duties and other considerations related to the expression of interest. On December 19, 2022, following discussion of these considerations, the Board determined that it was unable to fully and adequately assess Party A’s proposal without more information from Party A and, therefore, concluded that the proposal did not provide an adequate basis to justify further discussions at that time. Following the meeting, on December 22, 2022, the Board delivered a letter to Party A to this effect, and the Company did not have any additional discussions with Party A until 2024, as described further below.

In early 2023, the Company began implementing a new multiyear strategic plan to generate shareholder value and counteract negative economic conditions driven by secular industry trends, the waning impacts of government stimulus during the COVID-19 pandemic and significant inflationary pressures. These conditions had created downward pressure on the Company’s stock price over the course of 2022. The Company’s 2023 strategic plan was focused on transforming the Aaron’s business through investments in market optimization and e-commerce and enhancing the lease decisioning model and digital platforms, growing the BrandsMart business through transaction synergies, expansion into new markets and investments in e-commerce, and otherwise reducing costs and optimizing the Company’s cost structure.

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Throughout the remainder of 2023, the Board and management continued to evaluate the Company’s performance and prospects against the strategic plan, particularly in light of the perceived underperformance in the Company’s stock price. Continuing economic and operating challenges and prolonged inflation had placed significant financial pressure on the subprime customers the Company serves and, as a result, customer demand remained weak. In addition, the Company’s enhancements to its e-commerce platforms resulted in an increasing mix of higher-risk e-commerce lease agreements written into the Company’s lease portfolio channel, which also put pressure on the Company’s financial performance. Further, the Company expected that the execution of the 2023 strategic plan, including the anticipated benefits of the BrandsMart acquisition, may not be sufficient to achieve the anticipated results, which could further impact the Company’s stock price. In connection with this evaluation, in September 2023, the Board and management, with the assistance of J.P. Morgan, financial advisor to the Company and formally engaged pursuant to an engagement letter, dated March 11, 2024, reflecting such engagement, and Jones Day, legal counsel to the Company, commenced a review of possible financial and strategic alternatives to continued execution of the Company’s standalone strategic plan, all of which were to be discussed with the Board at its November 7, 2023 meeting.

On November 2, 2023, Douglas Lindsay, Chief Executive Officer, received an unsolicited phone call from a representative of Stephens Inc. (“Stephens”) indicating that IQV and BasePoint Capital, LLC, a primary financing source to IQV and a lender with significant experience in subprime consumer finance (“BasePoint”), had an interest in discussing potential business opportunities with the Company. The parties did not discuss the specific terms of any such potential opportunities during this call. Mr. Lindsay told the Stephens representative that the Company was currently focused on executing its standalone strategic plan, but that he would report the contents of their call to the Board.

On November 7, 2023, the Board held a regularly scheduled in-person meeting at which representatives of J.P. Morgan and Jones Day were present. Representatives of J.P. Morgan discussed current market conditions and the status of the ongoing review of financial and strategic alternatives to continued execution of the Company’s standalone strategic plan. The financial and strategic alternatives discussed included deleveraging, substantially increasing share repurchases, alternative franchising strategies, accelerating strategic growth investments, acquisitions, or the sale of the Company to a financial or strategic buyer. During this Board meeting, Mr. Lindsay advised the Board that he had a meeting scheduled with IQV and BasePoint on November 14, 2023, but that it was unclear what type of business opportunities IQV and BasePoint intended to discuss.

On November 14, 2023, Mr. Lindsay and Russell Falkenstein, the Company’s Chief Operating Officer, Lease-to-Own, met with representatives of IQV and BasePoint in New York. At the meeting, the IQV representatives expressed an interest in adding a complementary lease-to-own business such as the Company to its portfolio, particularly one that would be expected to have potential real estate and shared service synergies, and suggested that the Company and IQV enter into preliminary discussions. The IQV representatives also explained IQV’s structure and where, in such structure, they envisioned the Company would fit. Following that initial meeting, Mr. Lindsay told the IQV and BasePoint representatives that the Company was currently focused on executing its standalone strategic plan, but that he would report the contents of their discussion to the Board.

On November 15, 2023, Mr. Lindsay had a lunch meeting with a local executive in the banking industry, who indicated that he knew of a large family office with significant assets under management (“Party B”) that could be interested in a making an offer for the potential acquisition of the Company. During this meeting, Mr. Lindsay noted that the Company was currently focused on executing its standalone strategic plan, but that he would report the contents of their discussion to the Board.

On November 15, 2023, Mr. Lindsay had a conference call with John W. Robinson III, Chairman of the Board and Hubert L. Harris, Jr., Lead Director of the Board, to provide an update on his meeting with IQV and BasePoint and to advise them of the potential outreach from Party B. In light of the discussions at the

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November 7 Board meeting regarding financial and strategic alternatives, including a potential sale of the Company, Messrs. Robinson, Harris and Lindsay agreed that it would be appropriate for the Company to seek to negotiate a confidentiality and standstill agreement with IQV and BasePoint that, if executed, would permit the parties to determine whether there was mutual interest in moving forward with a potential acquisition of the Company. Messrs. Robinson, Harris and Lindsay also agreed that it would be appropriate for Mr. Lindsay to meet with Party B to determine Party B’s views with respect to a potential transaction with the Company. Promptly following his call with Messrs. Robinson and Harris, Mr. Lindsay subsequently had conversations with each of the Company’s other directors to advise them of the intended approach and each director concurred.

On November 20, 2023, Mr. Lindsay received a phone call from the local contact in the banking industry that he met with on November 15, 2023 to communicate that Party B was requesting an in-person meeting the week after the Thanksgiving holiday.

On November 21, 2023, Stephens, on behalf of IQV, sent a diligence request list to the Company. Party B also sent a diligence request list to the Company on that date.

On November 27, 2023, Messrs. Lindsay and Falkenstein had a meeting with representatives of Party B. Party B’s representatives expressed interest in learning more about the Company, noting specifically that Party B was attracted to the Company’s historical cash flow performance, among other attributes. The parties did not discuss the specific terms of any transaction during this meeting. Nevertheless, Mr. Lindsay informed Party B’s representatives that the Company was currently focused on executing its standalone strategic plan, but that he would report the contents of their discussion to the Board.

On November 28, 2023, the Company and BasePoint executed a mutual confidentiality and standstill agreement. Such agreement, which is customarily entered into by potential transaction constituents at the inception of preliminary merger or business combination discussions, contained various provisions regarding the definition and maintenance of confidential information, restrictions on the use and permitted users of such information, customary exceptions allowing the disclosure of such information in certain circumstances, and various standstill covenants generally prohibiting the recipients of such confidential information from initiating and conducting certain unsolicited and hostile actions against the Company (including offers to purchase and acquisitions of securities in the open market or by other means, the submission of uninvited offers and proposals to acquire or enter into a business combination with the Company, the solicitation of proxies in certain defined circumstances, the taking of certain actions and the making of certain public announcements regarding any intention to seek to control or influence the management or directors of the Company, and acting in concert with other persons to seek to do any of the foregoing). The standstill covenants would terminate following the execution of the merger agreement.

On November 29, 2023, Mr. Lindsay called Messrs. Robinson and Harris, and subsequently each of the other directors, to discuss the results of the meeting with Party B. On each call, he indicated management’s intention to seek to negotiate a confidentiality and standstill agreement with Party B and, if executed, to engage in preliminary high-level discussions and due diligence with Party B. Mr. Lindsay advised the directors that he would expect to update the Board further at a regularly scheduled meeting to be held on December 13, 2023.

On December 13, 2023, the Company and Party B executed a confidentiality and standstill agreement substantially similar to the confidentiality and standstill agreement entered into with BasePoint. The Company and Party B then began to exchange high-level non-public information.

On December 13, 2023, at a regularly scheduled meeting of the Board held by video conference, the Board received an update from management regarding the performance of the business and the possibility that the execution of plan, including the integration of the BrandsMart acquisition, was not delivering expected results due to the challenging economic and operating environment, prolonged inflation and significant financial pressure on the subprime customers the Company serves. The Board also received an update from J.P. Morgan

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and Jones Day regarding the ongoing discussions with IQV and Party B, including the execution of confidentiality and standstill agreements with each and the process for sharing initial high-level due diligence. Representatives of J.P. Morgan also reviewed other financial and strategic alternatives to its standalone strategic plan, and representatives of Jones Day advised the directors of their fiduciary duties under the current circumstances and other related legal matters. The Board directed the management team to continue work on its 2024 financial plan and financial projections, which would further inform the Board’s analysis regarding its ongoing process of evaluating potential financial and strategic alternatives. The Board also directed management to continue to engage with IQV and Party B.

During the remainder of December 2023 and January 2024, IQV and Party B were provided high-level due diligence information by the Company. During this time, at the direction of the Company, J.P. Morgan communicated to IQV and Party B that the Company was focused on closing its books for the fiscal year, preparing its fourth quarter and full year earnings report and finalizing its 2024 financial plan and financial projections.

In December 2023, a third-party private equity firm with a focus on franchised businesses (“Party C”), contacted the Company to express an interest in discussing potential strategic opportunities. After executing a mutual confidentiality and standstill agreement substantially similar to the confidentiality and standstill agreements entered into with Party B and BasePoint, Party C was provided high-level non-public information. Thereafter, the Company and Party C held discussions in which Party C indicated that it was primarily interested in potential franchising opportunities, but was not interested in the potential acquisition of the Company. The Company continued discussions with Party C through early March 2024 regarding potential franchise strategies.

On January 16, January 19 and February 6, 2024, the Board held meetings by video conference at which the Board and management discussed a wide range of potential financial and strategic initiatives aimed at enhancing shareholder value. The Board also continued to review and consider the Company’s 2024 financial plan and financial projections at each of these meetings.

On February 13, 2024, the Board held a special meeting by video conference. Representatives of J.P. Morgan discussed the current status of communications with IQV, Party B and Party C, as well as the status of initial requests for information, follow-up due diligence and the key diligence requests for each party. The Board also reviewed preliminary five-year financial projections, which initially reflected a wide range of strategic initiatives that management believed could, with appropriate levels of investment and subject to certain favorable assumptions, potentially enhance shareholder value or, in the alternative, provide a potential acquiror of the Company with opportunities for future value, as discussed in further detail under “—Prospective Financial Information” (the “Full Initiatives Case”). In addition, the Board discussed the potential process timeline for negotiating with IQV, Party B and Party C, as well as whether to identify and contact additional parties that could reasonably be expected to have an interest in pursuing, and had the financial capacity to consummate, a possible transaction with the Company. With respect to identifying and contacting additional potential acquirers, the Board discussed the risks and benefits of such an approach, which included concerns about market leaks or rumors that could lead to stock price volatility, as well as the potential for increased distraction for management and the Company’s employees. At the conclusion of the meeting, the Board directed management to continue to engage with IQV, Party B, and Party C alongside its ongoing process of assessing potential strategic alternatives to continued execution of the Company’s standalone strategic plan.

Following the Board meeting, at the direction of the Company, J.P. Morgan reached out to representatives of IQV and Party B and indicated that the Company was expecting to receive initial indications of interest from each of them for an acquisition of the Company by March 5, 2024. In connection with this message, the Company provided the Full Initiatives Case to IQV and Party B. In addition, in response to discussions with the Board at its February 13, 2024 meeting, management continued to develop a five-year operating forecast, as discussed in further detail under “—Prospective Financial Information”, which would reflect management’s view of the most likely outcome of the potential strategic initiatives identified in the Full Initiatives Case (the “Operating Case”).

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On February 14, 2024 and February 19, 2024, at the direction of the Company, representatives of J.P. Morgan provided process letters to Party B and IQV, respectively, seeking proposals by March 5, 2024.

On February 15, 2024, management conducted a due diligence call with IQV to discuss open issues and, between February 15, 2024 and March 5, 2024, the Company continued to exchange high-level due diligence materials with both IQV and Party B.

On February 26, 2024, the Company announced its earnings for the fourth quarter and year ended December 31, 2023, which missed consensus estimates.

Following the February 27, 2024 earnings call, at the direction of the Company, J.P. Morgan had discussions with both IQV and Party B, each of which indicated a continued interest in pursuing a potential transaction with the Company and an intention to deliver a preliminary indication of interest on or about March 5, 2024.

On March 5, 2024, IQV delivered to the Company an indication of interest to acquire the Company, which proposed that IQV acquire the Company for $9.35 per share, without a financing contingency, subject to customary due diligence. In its indication of interest, IQV confirmed that BasePoint would be providing financing for the proposed acquisition.

On March 6, 2024, J.P. Morgan, at the direction of the Company, and Stephens discussed the IQV proposal, including questions from the management team regarding the certainty of the financing structure included in the proposal.

On March 7, 2024, IQV delivered an additional illustrative transaction summary reflecting the sources and uses of the proposed financing structure for the transaction and, at the request of the Company, on March 8, 2024, provided additional information regarding IQV and its organizational structure.

On March 11, 2024, Party B delivered to the Company an indication of interest to acquire the Company, which proposed that Party B acquire the Company for $9.20 per share, without a financing contingency, subject to customary due diligence.

On March 12 and March 13, 2024, the Board held regularly scheduled in-person meetings. At the meetings, the Board reviewed the status of ongoing discussions with IQV and Party B. Representatives of J.P. Morgan and Jones Day participated in the meeting by video conference. Representatives of Jones Day advised the directors of their fiduciary duties in the circumstances. Representatives of J.P. Morgan discussed the current indications of interest from IQV and Party B, including the financing certainty of each proposal. The Board continued its discussion from its February 13, 2024 meeting regarding the potential process timeline for negotiating with interested parties, as well as whether to identify and contact parties in addition to IQV and Party B and relative considerations of such an approach. The Board also discussed potential franchise strategies, including the potential transaction with Party C, but determined that other alternatives were likely to generate greater value for the Company’s shareholders. Following further discussion of the indications of interest with the representatives of J.P. Morgan, the Board determined that the indications of interest did not provide sufficient value to shareholders, but instructed management to continue to engage with IQV and Party B to potentially improve their proposals. In that regard, the Board instructed management to seek revised proposals from IQV and Party B prior to March 28, 2024.

On March 15, 2024, at the direction of the Company, representatives of J.P. Morgan provided updated process letters to both IQV and Party B seeking revised proposals by March 28, 2024.

On March 19, 2024, Party C communicated to J.P. Morgan that it did not have sufficient funding to finance the purchase of a material portion of Company-owned stores. At this time, discussions among the parties ceased in light of the Board and management’s prior determination that other alternatives were likely to generate greater value for shareholders.

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On March 20, 2024, representatives of IQV and Stephens met in Atlanta with Messrs. Lindsay and Falkenstein, and Kelly Wall, the Company’s Chief Financial Officer, Rachel George, the Company’s General Counsel, and representatives of J.P. Morgan. At this meeting, the participants conducted an in-person due diligence session focused on the Company’s strategic initiatives, its business segments and potential synergy opportunities.

On March 21, 2024, representatives of Party B conducted a due diligence call with Messrs. Lindsay, Wall and Falkenstein, Ms. George and representatives of J.P. Morgan focused on the Company’s strategic initiatives and its business segments.

On March 22, 2024, Messrs. Lindsay and Falkenstein conducted an additional due diligence call with IQV regarding potential synergies.

On March 23, 2024, at the direction of the Company, representatives of J.P. Morgan discussed the process for revised bids with IQV, the Board’s focus on value, and on the importance of providing additional detail regarding the structure of the acquiring entity, the financing structure, and the certainty of funds required to consummate any related transaction.

On March 28, 2024, Party B delivered a revised indication of interest to acquire the Company, which proposed that Party B acquire the Company for $10.60 per share, without a financing contingency, subject to customary due diligence. On the same day, representatives of Stephens contacted J.P. Morgan and indicated that IQV remained highly engaged, but that its revised indication of interest would be delayed several days as a result of travel schedules.

On March 28, 2024, Mr. Lindsay had a conference call with Messrs. Robinson and Harris, advising them of the status of negotiations and the expected delay from IQV.

On April 2, 2024, IQV delivered a revised indication of interest to acquire the Company, which proposed that IQV acquire the Company for $9.75 per share, without a financing contingency, subject to customary due diligence. IQV’s proposal included additional information regarding its proposed financing, which was expected to include a $400 million syndicated asset-based credit facility, a new term loan and preferred equity provided by funds internally managed by BasePoint and other co-investors.

On April 9, 2024, the Board held a special meeting by video conference at which the Board reviewed the updated indications of interest received from each of IQV and Party B and discussed potential next steps. Representatives of Jones Day advised the directors of their fiduciary duties under the circumstances and discussed other related legal matters. Management discussed current business trends and the Operating Case, which reflected management’s view of the most likely outcome of the various initiatives identified in the Full Initiatives Case. In light of discussions with the Board, and in order to provide more fulsome context around potential business outcomes due to the challenges continuing to face the Company as a result of the difficult economic and operating environment, J.P. Morgan also presented an assessment of the valuation of the Company based on a pre-initiatives forecast, as discussed in further detail under “—Prospective Financial Information” (the “Pre-Initiatives Case”), which reflected the Company’s forecasted performance assuming specified strategic initiatives identified in the Full Initiatives Case were not attempted. After discussion, the Board determined that it would use the Operating Case for purposes of any assessment of the valuation of the Company and directed J.P. Morgan to use the Operating Case for purposes of its financial analyses and, to the extent applicable, any related opinion. Representatives of J.P. Morgan also discussed the revised indications of interest from IQV and Party B, including the financing certainty of the IQV proposal in particular. Following discussion of the revised indications of interest with the representatives of J.P. Morgan, the Board instructed management to provide the counterparties with a draft merger agreement and to seek the possibility of achieving higher value from IQV and Party B prior to May 2, 2024. In addition, the Board instructed J.P. Morgan to reach out to four additional parties other than IQV and Party B that management and J.P. Morgan had identified as being reasonably likely to have

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interest in pursuing, and the financial capacity to consummate, a possible acquisition of the Company. These parties included two potential financial buyers, including Party A, and two potential strategic buyers. The Board determined that such outreach appropriately balanced the potential benefits of contacting other potential buyers with the risks that had been discussed at its meetings on February 13, 2024 and March 12 and March 13, 2024.

Following the meeting, Mr. Lindsay and J.P. Morgan contacted the four additional parties, seeking indicative bids within the following two to three weeks. The Company offered to enter into confidentiality and standstill agreements with and to provide confidential information to these parties, and subsequently entered into such confidentiality and standstill agreements with Party A, a privately held financial buyer (“Party D”) and a publicly traded strategic participant (“Party E”), substantially in the form previously entered into with IQV, Party B and Party C. Following a call from Mr. Lindsay, one potential strategic participant declined to participate in the process, indicating that it was not actively deploying capital in the sector at the time and could not otherwise raise co-investor equity on a timeline to allow it to be competitive in the process.

On April 13, 2024, at the direction of the Company, J.P. Morgan distributed revised process letters along with a draft merger agreement to IQV and Party B seeking revised bids and mark-ups of the draft merger agreement prior to May 2, 2024. J.P. Morgan also distributed process letters and a draft merger agreement, at the direction of the Company, to Party A, Party D and Party E.

On April 16, 2024, Party E sent a diligence request list to the Company.

Over the course of the next month, the Company and J.P. Morgan provided a substantial amount of high-level and detailed due diligence information to Party E, who also attended management presentations and conducted a series of due diligence sessions with subject matter experts. The Company and J.P. Morgan also provided data room access and conducted due diligence sessions for Party A and Party D, though as noted below both parties withdrew from the process soon thereafter.

On April 17, 2024, the Board held a special meeting by video conference to continue to review, in addition to a potential sale of the Company, various other financial and strategic alternatives, including the possibility of monetizing the Company’s lease portfolio and certain other assets, as well as substantially increasing the Company’s share repurchase program. The Board and management, together with J.P. Morgan and Jones Day, discussed the potential benefits, risks and other considerations relating to these potential initiatives. Following this discussion, the Board determined that the monetization of the Company’s lease portfolio and certain other assets was unlikely to materially enhance shareholder value in light of the Company’s current secured debt outstanding and the magnitude of the Company’s operating leases. The Board also concluded that substantially increasing the Company’s share repurchase program was not advisable due to unfavorable market dynamics, including the significant amount of time it would take to repurchase a meaningful amount of shares as a result of the Company’s low trading volumes. Representatives of J.P. Morgan also discussed the status of the potential sale process and informed the Board that revised or initial indications of interest and merger agreement mark-ups were expected by May 2, 2024.

On April 22, 2024, IQV delivered a revised indication of interest to acquire the Company for $10.05 per share, together with a mark-up of the merger agreement and draft debt and equity financing commitment papers (including a limited guarantee). Key issues identified in the IQV mark-up of the merger agreement included the following:

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In the debt and equity financing commitment papers and related limited guarantee, IQV provided information regarding the terms and availability of funding, expected funding parties and their relationship to IQV, as well as the financial obligations to be guaranteed.

On April 23, 2024, each of Party A and Party D informed J.P. Morgan that it was withdrawing from the process. Party A stated it was unable to meet the Company’s expectations regarding valuation and Party D indicated it did not have the ability to finance the transaction on the Company’s timeline.

On April 30, 2024, representatives of King & Spalding LLP (“King & Spalding”), legal counsel to IQV, and Jones Day held a conference call in which they discussed key open issues, including valuation, financing certainty and remedies for IQV’s failure to close the merger (including the proposed reverse termination fee), obligations with respect to regulatory review and approval and provisions regarding the Company’s ability to pursue a superior proposal.

On May 3 and May 5, 2024, the Board held special meetings by video conference to review and discuss the Company’s earnings release for the first quarter of 2024 and consider the communications and disclosure implications related to the potential sale process. As a part of this discussion, J.P. Morgan and Jones Day updated the Board regarding the status of discussions with IQV, Party B and Party E, and the Company’s public relations advisors, J.P. Morgan and Jones Day discussed the potential disclosure implications in light of the current status of those discussions.

On May 6, 2024, the Company announced its earnings for the quarter ended March 31, 2024.

Following the May 7, 2024 earnings call, at the direction of the Company, J.P. Morgan had discussions with IQV, Party B and Party E, each of which indicated a continued interest in pursuing a potential transaction with the Company.

On May 9, 2024, IQV delivered revised drafts of its financing commitment papers, which increased the amount of the equity commitment, expanded the scope of financial obligations to be guaranteed and increased the total debt commitment, but did not provide detail regarding the entity or entities that would provide the financing and guarantee, the relationships between the funding parties and IQV or the circumstances under which the financing would be available. Several days later, IQV provided additional information regarding its ownership structure, financing summaries of prior transactions it had consummated and the financing structure it anticipated to utilize to purchase the Company.

On May 13, 2024, Party B informed J.P. Morgan that it expected to be in a position to submit an increased proposal within a few days. Party B also advised J.P. Morgan that it would be reducing its March 28, 2024 per share bid from $10.60 per share to $9.79 per share based on the revised calculation of the Company’s current share count, although the total value offered for the Company would remain the same. On the same date, Party E informed J.P. Morgan that it anticipated providing an indication of value in a range of $10.50 to $11.25 per share, subject to further discussions with, and the approval of, its board of directors at a meeting later in the week.

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On May 14 and 15, 2024, the Board held regularly scheduled in-person meetings during which the Board received updates from management, J.P. Morgan and Jones Day regarding the status of discussions with the parties participating in the potential sale process, including recent developments related to discussions with Party B and Party E and the expectation that Party B and Party E would revert with revised bids later in the week. Representatives of J.P. Morgan and Jones Day discussed the status of negotiations with IQV and summarized the open business and legal issues, including valuation, IQV’s financing arrangements, the size of any reverse termination fee and the allocation of risk with respect to an extended regulatory review of the potential transaction. At the conclusion of the Board meetings, the Board instructed management and the Company’s advisors to continue to engage with the potential counterparties.

On May 17, 2024, despite Party E’s prior indication that it expected to submit a written proposal with an indication of value in a range of $10.50 to $11.25 per share, Party E informed J.P. Morgan that it was withdrawing from the process at the direction of its board of directors which, instead, desired for its management team to focus on Party E’s core business and completing the integration of recent acquisitions.

On May 20, 2024, Party B informed J.P. Morgan that it was withdrawing from the process in light of its discussions with J.P. Morgan, which discussions J.P. Morgan had held with Party B at the direction of the Company, that an increase in its $9.79 per share proposal would be required in order for the Board to seriously consider a transaction with it.

On May 21, 2024, representatives of Jones Day and King & Spalding convened a conference call to discuss next steps with IQV, including scheduling calls between the respective legal teams, to address open issues in the merger agreement. The legal teams agreed that Jones Day would revise the merger agreement and redistribute a draft in the coming days.

From May 21, 2024 to May 24, 2024, while the negotiation as to value continued, representatives of Jones Day and King & Spalding held a series of calls between specialist members of the legal teams in an effort to further advance discussions regarding open legal points, including the treatment of outstanding long-term equity and cash incentive awards and regulatory approval requirements and processes.

On May 24, 2024, Jones Day distributed a revised draft of the merger agreement to King & Spalding, reflecting:

Jones Day also distributed revised drafts of IQV’s equity commitment letter and IQV’s debt commitment letters and limited guarantee reflecting additional certainty regarding the debt financing structure and an expansion of the financial obligations to be guaranteed to include, among other things, the regulatory-related reverse termination fee and certain enforcement expenses and reimbursement costs that could be potentially owed to the Company under certain conditions.

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On May 29, 2024, King & Spalding distributed a revised draft of the merger agreement, which reflected several key open points from the Company’s perspective, including:

On May 31, 2024, Jones Day distributed a revised draft of the merger agreement to King & Spalding, which reflected several key open points, including:

On June 3, 2024, J.P. Morgan provided a relationship disclosure letter to the management of the Company, which provided customary relationship disclosures with respect to the Company and IQV.

On June 4, 2024, representatives of J.P. Morgan, Jones Day, Stephens and King & Spalding convened a conference call to discuss open issues in the merger agreement, including price and valuation, the treatment of outstanding incentive long-term equity and cash awards, the reverse termination fee in the event IQV failed to close the merger, the Board’s ability to terminate the merger agreement in the event the Board is presented with a proposal superior to IQV’s proposal and the outside date for the termination of the merger agreement. The advisors also discussed next steps, which would involve King & Spalding revising the draft merger agreement and redistributing it to Jones Day. Representatives of King & Spalding also communicated that IQV desired to communicate with Mr. Lindsay regarding potential employment for Mr. Lindsay and key members of the Company’s senior management in the event a transaction were to be consummated. These discussions represented the initial conversation among the parties regarding potential employment for Mr. Lindsay and members of the Company’s senior management team. Following the conference call, Stephens circulated a revised proposal from IQV on the treatment of the Company’s outstanding long-term equity and cash incentive

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awards, which would pay certain types of awards in cash at closing in accordance with their terms, and require deferral of certain payouts under other awards.

On June 5, 2024, representatives of Stephens had a call with representatives of J.P. Morgan, reaffirming IQV’s latest offer price of $10.05 per share and stating IQV’s unwillingness to increase its offer.

On June 6, 2024, King & Spalding distributed a revised draft of the merger agreement. The revised draft reflected, among other things, IQV’s proposal from June 4, 2024 on the treatment of long-term equity and cash awards and provided for (1) the payout of in-the-money stock options held by management and RSUs held by directors and (2) the substitution of replacement awards issued by the post-closing entity that would defer the payment of amounts under the outstanding RSAs, restricted cash awards, performance share units and performance units. Jones Day and King & Spalding thereafter had a conference call to discuss open issues reflected in the draft and, in particular, the treatment of the Company’s outstanding long-term equity and cash incentive awards.

On June 7, 2024, Mr. Lindsay had a conference call with Messrs. Robinson and Harris regarding the status of the negotiations with IQV, particularly with respect to price and the treatment of the Company’s outstanding incentive long-term equity and cash awards. Thereafter, Mr. Lindsay contacted IQV to advise it that the Board planned to meet on June 10, 2024 to discuss the status of negotiations and whether to proceed moving forward with a potential transaction.

On June 10, 2024, the Board held a special meeting by video conference at which the Board received updates from management, J.P. Morgan and Jones Day regarding the status of the process with IQV. Representatives of J.P. Morgan and Jones Day discussed the primary outstanding issues related to price and the treatment of outstanding incentive long-term equity and cash awards. Representatives of Jones Day summarized the considerations regarding the proposed treatment of the outstanding long-term equity and cash incentive awards and potential alternatives, which would require the approval of the Compensation Committee of the Board (the “Compensation Committee”). A representative of Jones Day explained potential alternatives for the treatment of options, other long-term equity and cash awards and other executive and employee compensation and benefits matters in the transaction that had been proposed by IQV and elements of the proposed treatment as to which the Company’s directors and officers could have interests that are different from, or in addition to, the interests of the Company’s shareholders generally. Following discussion, the Board authorized Timothy Johnson, Chair of the Compensation Committee, and Mr. Lindsay to engage in discussions with IQV regarding further increases in price as well as the proposed treatment of the Company’s outstanding long-term equity and cash incentive awards. The Board also authorized Mr. Lindsay to engage in initial discussions with IQV regarding his expectations in connection with retaining Mr. Lindsay and the other key members of the management team following the closing of the potential transaction.

On June 11, 2024, the Company, in consultation with Mr. Johnson, submitted a counterproposal regarding the treatment of the Company’s long-term equity and cash incentive awards. Under the counterproposal, (1) in-the-money options, RSUs, performance share units and performance units, as well as vested RSAs, would be accelerated at closing in accordance with their terms, (2) out-of-the-money options would be canceled and (3) unvested RSAs and restricted cash awards would be replaced and paid following the closing in accordance with their original terms. The counterproposal also (1) contemplated the possibility that IQV, the Company and Mr. Lindsay would negotiate, following the signing of the merger agreement, different treatment of his long-term equity and cash incentive awards, and (2) sought the extension of good reason protection to all Section 16 officers, in addition to the chief executive officer and chief financial officer. On June 12, 2024, IQV agreed to the Company’s long-term equity and cash incentive awards treatment counterproposal, with the clarification that in the event IQV, the Company and Mr. Lindsay did not come to an agreement on different treatment of his long-term equity and cash incentive awards, then such awards would be treated the same as those held by all employees.

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On June 13, 2024, Mr. Lindsay and representatives of IQV held an in-person meeting in Atlanta. Although no written proposal was presented, the IQV representatives expressed their desire that Mr. Lindsay continue to lead the Company following the closing and the parties discussed post-closing roles and the types of compensation arrangements that could be implemented for Mr. Lindsay and the Company’s management team. Following this conversation, in consultation with Messrs. Johnson and Robinson, J.P. Morgan and Jones Day, Mr. Lindsay contacted IQV and Jones Day contacted King & Spalding, to communicate that, in order to proceed with a potential transaction on the parties’ preferred timeline, Mr. Lindsay’s outstanding long-term equity and cash compensation awards would need to be afforded the same treatment as the other plan participants. Mr. Lindsay and IQV agreed that any discussion regarding Mr. Lindsay’s post-transaction compensation would need to be deferred until after a definitive agreement had been signed, although such agreement on terms would not be a condition to closing.

On June 14, 2024, IQV agreed to the Company’s proposal with respect to Mr. Lindsay’s long-term equity and cash incentive awards, and the deferral of negotiations regarding post-transaction compensation until after a definitive agreement had been signed. On the same day, representatives of Stephens contacted J.P. Morgan to communicate that IQV’s offer price per share remained firm at $10.05 per share. In a subsequent call, at the direction of the Company, J.P. Morgan reiterated to Stephens the importance of price to the Board.

On June 15, 2024, Messrs. Lindsay and Johnson and IQV representatives engaged in a series of discussions, as did Jones Day and King & Spalding, regarding price, reflecting the view of the Board that an increase would be appropriate, particularly given the concessions regarding the deferred payout of long-term equity and cash incentive awards that would otherwise have been paid out at closing. Following these conversations, IQV increased its offer price to $10.10 per share.

Between June 11 and June 16, 2024, several drafts of the merger agreement were exchanged between Jones Day and King & Spalding reflecting the parties’ agreement on open language issues, as well as with respect to treatment of long-term equity and cash incentive awards.

On June 16, 2024, the Compensation Committee met by video conference to discuss, among other things, the proposed treatment of long-term equity and cash incentive awards in the merger agreement. Representatives of Exequity, LLP, the Compensation Committee’s independent compensation consultant, and Jones Day participated in the Compensation Committee meeting. The Compensation Committee approved the treatment of such incentive awards and recommended the same for approval by the Board in connection with its consideration of the merger agreement.

After the conclusion of the Compensation Committee meeting, the Board met by video conference. Representatives of J.P. Morgan and Jones Day participated in the meeting. Representatives of Jones Day advised the directors of, and discussed with the directors, their fiduciary duties in the circumstances.

Representatives of J.P. Morgan then reviewed with the Board the strategic assessment process and presented the firm’s analyses of IQV’s proposal from a financial point of view. The representatives of J.P. Morgan reviewed their financial analyses of the merger consideration provided for in the merger agreement. Following its presentation, J.P. Morgan delivered to the Board its oral opinion, confirmed by delivery of a written opinion dated June 16, 2024, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the merger consideration to be paid to the holders of Company common stock in the merger was fair, from a financial point of view, to such holders, as more fully described below in the section entitled “The Merger—Opinion of J.P. Morgan”.

Representatives of Jones Day updated the Board regarding the negotiation of the terms of the merger agreement. In particular, the representatives of Jones Day reviewed the treatment of outstanding long-term equity and cash incentive awards. The Jones Day representatives indicated that IQV had agreed to the Company’s

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counterproposal, which nevertheless deferred the cash payment of certain awards to management and employees of the Company that would otherwise be payable at the closing of the merger. A representative of Jones Day explained the treatment of options, other long-term equity and cash awards and other executive and employee compensation and benefits matters in the transaction proposed by IQV. The representatives of Jones Day advised the Board that the Compensation Committee, which had met immediately prior to the full meeting of the Board, had recommended the proposed treatment of options, other long-term equity and cash awards and other executive and employee compensation and benefits matters to the Board for approval.

A representative of Jones Day also reminded the Board regarding the scope and content of the representations, warranties and covenants, closing conditions, provisions relating to the Board’s ability to consider alternative transactions or change its recommendation for intervening events and the reverse termination fee of $22 million, representing approximately 7% of the equity value of the transaction, payable by IQV in connection with its failure to close (including because of a lack of debt financing). The representative also advised the Board regarding the debt financing commitments IQV had obtained for the transaction and the absence of a financing closing condition in the proposed definitive documentation. The Board then discussed the terms of the merger agreement, including the termination fee payable by the Company under certain circumstances and provisions affecting closing certainty.

Thereafter, the Board unanimously adopted the merger agreement, determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of the Company’s shareholders, directed that the merger agreement be submitted to the Company’s shareholders for approval at a duly held meeting and resolved to recommend that the Company’s shareholders vote to approve the merger agreement.

Following the Board meeting, the Company and IQV signed the merger agreement and publicly announced the transaction prior to the opening of trading on the NYSE on June 17, 2024.

Recommendation of the Board

At the special meeting of the Board on June 16, 2024, after careful consideration, including detailed discussions with the Company’s management and J.P. Morgan and Jones Day, the Board unanimously:

Reasons for Recommending the Approval of the Merger Agreement

Prior to and in reaching its decision to unanimously adopt the merger agreement and declare advisable the merger and the other transactions contemplated by the merger agreement, the Board consulted with the Company’s financial advisors and legal counsel, discussed the proposed transaction with the Company’s management and considered a variety of alternatives and factors, including the positive factors set forth below, which are not presented in any relative order of importance and each of which supported their determination:

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The Board also considered a variety of risks and potentially negative factors concerning the merger and the merger agreement, including the following (which are not presented in any relative order of importance):

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The factors listed above as supporting the Board’s decisions were determined by the Board to outweigh the countervailing considerations and risks. The foregoing discussion of the Board’s reasons for its recommendation is not meant to be exhaustive, but addresses the material factors considered by the Board in connection with its recommendation. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the Board made its determination and recommendation based on the totality of the information presented to it, and the judgments of individual members of the Board may have been influenced to a greater or lesser degree by different factors. The factors, potential risks and uncertainties contained in this section contain information that is forward-looking in nature and should be read in conjunction with the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements.”

Prospective Financial Information

Although the Company may periodically publish limited public guidance concerning its expected financial performance, the Company does not, as a matter of course, make public projections as to future performance due to the inherent unpredictability of the assumptions and estimates underlying such projections. However, in connection with the Board’s evaluation of strategic alternatives available to the Company and the merger, management prepared and provided to the Board certain non-public, unaudited prospective financial information, as further described below. Such prospective financial information was also provided to J.P. Morgan, and the Company’s management directed J.P. Morgan to use such prospective financial information for purposes of its financial analyses and opinions, as more fully described below under the section entitled “The Merger—Opinion of J.P. Morgan”.

The prospective financial information prepared by management consisted of three sets of five-year financial projections, which we refer to individually as (1) the “Pre-Initiatives Case,” (2) the “Operating Case” and (3) the “Full Initiatives Case” (collectively, the “Cases”). Each Case represented an alternative view of the Company’s standalone financial performance for the years 2024, 2025, 2026, 2027 and 2028. Management prepared the Cases in a manner consistent with the methodologies historically used by the Company for its internal forecasting and budgeting purposes, but under alternative and variable assumptions relating to certain anticipated key growth and cost savings initiatives for the Company and, for the Operating Case, preliminary results of certain initiative-related efforts. Each of the Cases reflected the same set of 2024 projections and the following assumptions: (1) for the Aaron’s Business (and for remaining unallocated corporate costs and expenses not attributable to the Aaron’s Business or BrandsMart), a competitive landscape, credit trade-down, and the release of demand pull-forward; and (2) for BrandsMart, baseline performance and release of demand pull-forward. In addition, none of the Cases include estimates of merger-related transaction costs. “Credit trade-down” refers to the experience of the Company attracting new customers due to the unavailability of credit to those consumers or due to the cost of credit available to those consumers having materially increased.

These anticipated key growth and cost savings initiatives for the Company (the “Key Initiatives”) included: (1) for the Aaron’s Business segment (which is comprised of Aaron’s branded Company-operated and franchise-operated stores, aarons.com e-commerce platform, Woodhaven and BrandsMart Leasing), (a) marketing optimization, (b) new marketing channels, (c) cost savings benefits and (d) new store opening growth; and (2) for the BrandsMart segment (consisting of the retail store and e-commerce operations of BrandsMart U.S.A., excluding BrandsMart Leasing), (a) additional revenue growth initiatives and (b) new store opening growth.

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At the direction of the Board, management prepared multiple Cases due to the declining financial performance of the Company’s business and the general lack of visibility into the future prospects of the Company in light of uncertain industry and market conditions.

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Management presented each of the Cases to the Board in connection with the Board’s evaluation of strategic alternatives available to the Company, including the merger. Management also provided each of the Cases to J.P. Morgan, but the Board directed J.P. Morgan to use the Operating Case for purposes of its financial analyses and opinion.

Summaries of the Cases are provided below. The Cases reflect numerous judgments, estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are inherently uncertain, difficult to predict and many of which are beyond the Company’s control. These assumptions included assumptions regarding the Company’s lease portfolio size; deliveries and average ticket amounts; growth in applications; expected credit trade-down and the release of demand pull-forward; competitive pressures; improvements in marketing optimization and expansion into new marketing channels; store count, including store openings and closures; operating expenditures; revenues; comparable store sales; and new revenue channels. Management believes the Cases were prepared on a reasonable basis and reflected the best then-currently available estimates and judgments of management at the time that the Cases were prepared, subject to the assumptions applicable thereto. The Cases are subjective in many respects and are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Cases constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, including the various risks set forth in the Company’s periodic reports filed with the SEC from time to time. For additional information regarding these risks, please see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” Accordingly, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The Cases should not be considered a reliable predictor of future results and should not be relied upon as such. The Cases cover multiple years and such information by its nature becomes less predictive with each successive year.

The Cases were based upon various assumptions which relate only to the periods presented and should not be referenced for any other purpose. The Cases were prepared on a stand-alone basis and do not take into account any circumstances or events occurring after the date each was prepared, including the announcement of the merger, any changes to the Company’s operations or strategy that may be implemented after the completion of the merger, as well as any potential synergies as a result of the merger or any costs that may arise in connection with the merger. The Cases do not take into account the effect of any failure to occur of the proposed merger and should not be viewed as accurate or continuing in that context.

The Cases were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the prospective financial information comprising the Cases is unaudited and neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Cases, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Cases. The report of Ernst & Young LLP incorporated by reference in this proxy statement relates to the Company’s historical audited consolidated financial statements and does not extend to the unaudited prospective financial information and should not be read to do so. Accordingly, readers of this document are urged not to place undue reliance on the unaudited prospective financial information set forth below.

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The inclusion of the Cases herein is not deemed an admission or representation by the Company or any other person that it considered, or now considers, the Cases as material information or necessarily predictive of actual future results or events, and the Cases should not be relied upon as such. The Cases are not included in this proxy statement in order to influence any Company shareholder with respect to the approval of the proposal to adopt the merger agreement, including whether or not to seek appraisal rights with respect to shares of Company common stock, but because the Cases were provided to the Board, and also to J.P. Morgan, in the case of the Operating Case, for purposes of its financial analyses and opinion. THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE PROSPECTIVE FINANCIAL INFORMATION INCLUDED IN THIS PROXY STATEMENT TO REFLECT CIRCUMSTANCES COMING INTO EXISTENCE SINCE ITS PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE NO LONGER APPROPRIATE, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS, EXCEPT AS MAY BE REQUIRED BY LAW.

Subject to the foregoing qualifications, the following is a summary of the Cases.

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Opinion of J.P. Morgan

Pursuant to an engagement letter, the Company retained J.P. Morgan as its financial advisor in connection with the proposed merger.

At the meeting of the Board on June 16, 2024, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the merger consideration to be paid to the holders of Company common stock in the proposed merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its June 16, 2024 oral opinion by delivering its written opinion, dated June 16, 2024, to the Board that, as of such date, the merger consideration to be paid to the holders of Company common stock in the proposed merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan, dated June 16, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s shareholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the merger consideration to be paid in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a

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fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or IQV under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by the Company, IQV and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the merger.

The projections furnished to J.P. Morgan were prepared by the Company’s management as discussed more fully under the section entitled “Prospective Financial Information”. The Company does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Company’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “Prospective Financial Information”.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that

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subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Company common stock in the proposed merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the merger, or any class of such persons relative to the merger consideration to be paid to the holders of Company common stock in the merger or with respect to the fairness of any such compensation.

The terms of the merger agreement, including the merger consideration, were determined through arm’s length negotiations between the Company and IQV, and the decision to enter into the merger agreement was solely that of the Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Board or the Company’s management with respect to the proposed merger or the merger consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board on June 16, 2024 and contained in the presentation delivered to the Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for Company common stock. J.P. Morgan calculated the unlevered free cash flows that the Company is expected to generate during fiscal years 2024E through 2028E, based on the Operating Case. J.P. Morgan also calculated a range of terminal values for the Company at the end of this period by applying a terminal growth rate ranging from 1% to 2%, based on guidance provided by the Company’s management, to estimates of the unlevered terminal free cash flows for the Company at the end of fiscal year 2028, based on the Operating Case. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present values as of March 31, 2024 using a range of discount rates from 10% to 12%, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present values of the unlevered free cash flow estimates and the range of terminal values were then adjusted for the Company’s estimated net debt as of March 31, 2024. This analysis indicated a range of implied per share equity value for Company common stock (rounded to the nearest $0.25) of $4.50 to $7.00, which J.P. Morgan compared to the merger consideration of $10.10 per share of Company common stock.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

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Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the proposed merger and deliver an opinion to the Board with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For financial advisory services rendered in connection with the proposed merger, the Company has agreed to pay J.P. Morgan an estimated fee of approximately $10.1 million, $4.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the proposed merger. In addition, the Company has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with IQV. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on an amendment to the Company’s credit facility in February 2024. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of the Company. During the two year period preceding the delivery of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from the Company were approximately less than $10,000. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Certain Effects of the Merger

If the proposal to approve the merger agreement receives the affirmative vote of a majority of the outstanding shares of Company common stock as of the record date, and the other conditions to the closing of the merger are either satisfied or (if permissible under applicable law) waived, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly-owned direct subsidiary of IQV.

Following the merger, all of the Company’s equity interests will be beneficially owned by IQV and none of the Company’s current shareholders will, by virtue of the merger, have any ownership interest in, or be a shareholder of, the Company, the surviving corporation or IQV after the consummation of the merger. As a result, the Company’s current shareholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Company common stock. Following the merger, IQV will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Upon the consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by The Aaron’s Company as treasury stock, shares owned by IQV or any direct or indirect wholly owned subsidiary of IQV and shares owned

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by shareholders who have properly exercised dissenters’ rights under the GBCC), will be converted into the right to receive the merger consideration, and all shares of Company common stock so converted will, at the effective time, be canceled. Please see the section of this proxy statement entitled “The Merger Agreement—Merger Consideration and Conversion of Company Common Stock” beginning on page [●].

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the section below entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page [●] and the section of this proxy statement entitled “The Merger Agreement—Treatment of Equity and Long-Term Cash Awards” beginning on page [●].

The Company common stock is currently registered under the Exchange Act and trades on the NYSE under the symbol “AAN”.

Following the consummation of the merger, shares of Company common stock will no longer be listed on the NYSE or any other public market. In addition, the registration of shares of Company common stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock. Termination of registration of the Company common stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s shareholders and the SEC, and would make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with shareholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

Effects on the Company if Merger is Not Completed

In the event that the proposal to approve the merger agreement does not receive the required approval from the Company’s shareholders, or if the merger is not completed for any other reason, the Company’s shareholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed on the NYSE, the Company common stock will continue to be registered under the Exchange Act and the Company’s shareholders will continue to own their shares of the Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Company common stock.

If the merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company common stock, including the risk that the market price of Company common stock may decline if the current market price of the Company’s stock reflects a market assumption that the merger will be completed. If the merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page [●].

Upon termination of the merger agreement under certain specified circumstances, the Company will be required to pay IQV a termination fee, or, under certain other specified circumstances, IQV will be required to pay the Company a termination fee. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fee and Reverse Termination Fee” beginning on page [●].

Financing of the Merger

In connection with the execution of the merger agreement, IQV has obtained debt financing and equity financing commitment letters to finance the merger and the other transactions and to pay related fees and

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expenses, which we refer to as the “Financing,” subject to certain terms and conditions set forth in the commitment letters. The Financing will consist of a $160,000,000 senior secured term loan facility, a $400,000,000 senior secured revolving credit facility secured primarily by lease-merchandise contracts, and equity investments in IQV in an aggregate amount of at least $30,000,000. However, neither the Financing nor the availability of any funds or other financing to IQV or any of its affiliates is a condition to the merger or the other transactions.

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

Overview

In considering the proposals to be voted on at the special meeting, you should be aware that certain of the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a shareholder. The members of the Board were aware of and considered these interests, among other matters, in evaluating and reaching its decision to adopt the merger agreement and determining that the merger and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of the Company’s shareholders, and in resolving to recommend that the Company’s shareholders vote to approve the merger agreement. These interests are described in more detail below, and, with respect to the named executive officers of the Company, are quantified in the tables below. These interests include that the Company’s directors or executive officers who continue their service or employment relationship following the merger may receive compensation following the closing of the merger. As of the date of this proxy statement, there has been no agreement between IQV and any such individuals regarding any such compensation or other terms of any such service or employment.

Treatment of Equity and Long-Term Cash Awards

Company equity and long-term cash awards will be treated as follows in accordance with the merger agreement:

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The Company’s executive officers currently hold restricted stock awards, performance share awards, performance unit awards, and stock options. The Company’s non-employee directors currently hold restricted stock unit awards. Our non-employee directors Ms. Barrett and Messrs. Ehmer and Harris each hold outstanding vested and deferred restricted stock units from our former parent company, PROG Holdings, Inc., from which the Company spun off in 2020. We expect that these restricted stock units will be paid out in connection with the merger.

For an estimate of the amounts that would be payable to each of the Company’s named executive officers in respect of their unvested Company equity and long-term cash awards upon the closing of the merger or a subsequent qualifying termination of employment, see the section entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

Treatment of Annual Cash Incentive Awards Under Merger Agreement

In accordance with the terms of the merger agreement, in connection with the closing of the merger, each executive officer’s annual incentive award for the year in which the effective time occurs will be paid out at the “target” performance level, pro-rated for the portion of the performance period completed as of the effective time. The target annual cash incentive awards for calendar year 2024 for our named executive officers are $960,000 for Mr. Lindsay, $675,000 for Stephen Olsen, $375,000 for Mr. Wall, $350,000 for Mr. Falkenstein, and $325,000 for Ms. George.

For an estimate of the amounts that would be payable pursuant to the merger agreement with respect to the named executive officers’ annual incentive awards, see the section entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

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Transaction Success Bonuses

In connection with the transactions, the Compensation Committee approved a transaction success bonus for Mr. Wall in the amount of $135,000, Ms. George in the amount of $150,000, and Douglass Noe, the Company’s Corporate Controller and Principal Accounting Officer, in the amount of $50,000. Payment of each such transaction success bonus is generally contingent on the respective officer’s continued employment through the completion of a “change in control” (such as the merger) occurring on or before December 31, 2024. Such transaction success bonus will also be payable if the officer has a qualifying termination of employment entitling such officer to severance compensation under the terms of an applicable severance plan, provided that a change in control is consummated on or before December 31, 2024.

Severance Arrangements

Each of the executive officers of the Company is either a participant in the Company’s Executive Severance Pay Plan (the “Severance Plan”) or, in the case of Mr. Lindsay and Mr. Wall, a party to an Amended and Restated Severance and Change-in-Control Agreement with the Company (each, a “Severance Agreement”). The Severance Plan and the Severance Agreements are referred to as “severance arrangements” in this proxy statement. In the event an executive officer has a qualifying termination (as described below) within two years after the effective time, the executive will generally be entitled to the following payments and benefits under his or her severance arrangement:

The severance arrangements are subject to a modified cutback with respect to Section 280G of the Internal Revenue Code (the “Code”) whereby, in the event that it is determined that any payment or benefit would

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constitute a “parachute payment” within the meaning of Section 280G of the Code, such payments and benefits will be reduced to the minimum extent necessary (but in no event less than zero) so that no portion of the payment or benefit, as so reduced, constitutes a “parachute payment.” However, such cutback will not apply if the unreduced aggregate payments and benefits, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code and certain other taxes) exceed by at least 10% the total after-tax amount of such aggregate payments and benefits after the cutback.

For purposes of the severance arrangements, a “qualifying termination” means a termination by the Company without “cause” (excluding a termination due to the executive’s death or disability) or by the executive officer with “good reason.” With respect to each of Mr. Lindsay and Mr. Wall, in the event such officer’s employment is terminated by the Company without cause, or an event constituting good reason occurs, following the public announcement of a definitive agreement that, when consummated, would be a change in control (such as the merger agreement), and such change in control is consummated, then the termination or event constituting good reason will be deemed to occur within two years after the change in control, and the executive may exercise his rights under his severance arrangements following the consummation of the change in control.

For purposes of the Severance Plan, “cause” generally means (i) the commission by the executive of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice; (ii) the willful engaging by the executive in misconduct which is deemed by the Company, in good faith, to be materially injurious to the Company or an affiliate of the Company; or (iii) the willful and continued failure or habitual neglect by the executive to perform the executive’s duties with the Company or an affiliate of the Company substantially in accordance with the operating and personnel policies and procedures of the Company or an affiliate of the Company generally applicable to all of their team members, and “good reason” generally means: (i) any material reduction in the executive officer’s base salary, other than an across-the-board base salary reduction similarly affecting other executives of the Company; (ii) any material diminution in the executive officer’s authority, duties or responsibilities; (iii) any material change in the geographic location at which the executive officer must perform his or her duties (for this purpose, the relocation of the executive officer’s principal office location more than 50 miles from its current location would be deemed material); or (iv) any material breach of the Severance Plan by the Company, in each case, subject to notice and cure provisions set forth in the Severance Plan.

The definitions of “cause” and “good reason” in the Severance Agreements are substantially the same as the definitions applicable to the Severance Plan.

An executive’s entitlement to severance benefits under the applicable severance arrangement is generally conditioned on his or her execution and non-revocation of a customary release of claims in favor of the Company and the executive’s agreement to and compliance with certain restrictive covenants. With respect to Messrs. Lindsay and Wall, such restrictive covenants include employee and customer non-solicitation and non-competition provisions that apply for two years following termination of employment, as well as continuing obligations with respect to the Company’s confidential and trade secret information. With respect to the other executive officers (who participate in the Severance Plan), the restrictive covenants would be as set forth in the release executed at the time of termination. A breach of the release or the restrictive covenants would generally result in the forfeiture of future severance benefits by the executive officer, and the Company may also require repayment of benefits already provided to the executive officer.

For estimates of the amounts that would be payable to the Company’s named executive officers pursuant to their severance arrangements upon a qualifying termination of employment that occurs in connection with the merger, see the section entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

Deferral Plans

Pursuant to The Aaron’s Company, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), which is a nonqualified deferred compensation plan for a select group of management or highly compensated

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employees of the Company (including the Company’s executive officers), participants may voluntarily defer payment of a portion of their compensation to a deferral account on a pre-tax basis. Should they so elect, the Company generally makes discretionary matching contributions to make up for certain limits applicable to the Company’s 401(k) plan. Compensation is generally deferred in the form of cash and is indexed to certain investment alternatives. In connection with the consummation of the merger, all unvested account balances under the Deferred Compensation Plan will immediately become 100% vested.

For estimates of the unvested account balances under the Deferred Compensation Plan that would become vested for the Company’s named executive officers in connection with the merger, see the section entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

Director and Officer Indemnification and Insurance

Pursuant to the terms of the merger agreement, the directors and officers of the Company will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies for a period of six years following the effective time of the merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Director and Officer Indemnification and Insurance” beginning on page [●].

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

The table below entitled “Golden Parachute Compensation,” along with its footnotes, shows the compensation that may be paid or may become payable in connection with, or following, the consummation of the merger to the Company’s named executive officers identified in the Company’s most recent proxy statement, filed in connection with the Company’s 2024 annual meeting of Company shareholders (i.e., the Company’s principal executive officer, principal financial officer, and three other most highly compensated executive officers as determined for purposes of such annual proxy statement), as required by Item 402(t) of Regulation S-K, which compensation is subject to an advisory vote of the Company’s shareholders, as described below.

Please note that the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below, and do not reflect certain compensation actions that may occur before the completion of the merger and, as a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

The amounts indicated below do not attempt to quantify any reduction that may be required as a result of the Code Section 280G modified cutback included in the named executive officers’ severance arrangements (as described above); therefore, actual payments to the named executive officers may be less than the amounts indicated below.

In addition, the table below does not include amounts that the Company’s named executive officers were already entitled to receive or vested in as of the date hereof.

Assumptions

For purposes of calculating the amounts indicated in the table below, unless otherwise noted, we have assumed:

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For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see the sections entitled “—Treatment of Equity and Long-Term Cash Awards”, “—Treatment of Annual Cash Incentive Awards Under Merger Agreement”, “—Transaction Success Bonuses” “—Severance Arrangements” and “—Deferral Plans” above.

Golden Parachute Compensation

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The Board unanimously recommends a vote “FOR” the approval of the nonbinding compensation proposal.

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide shareholders with the opportunity to vote, on a nonbinding, advisory basis, on the compensation that will or may become payable by the Company to our named executive officers in connection with the merger, as disclosed above in the section captioned “Golden Parachute Compensation”.

The vote on the nonbinding compensation proposal is a vote separate and apart from the proposal to approve the merger agreement. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the nonbinding compensation proposal and vice versa. This nonbinding compensation proposal relates only to already existing contractual obligations of the Company that may result in a payment to the Company’s named executive officers in connection with, or following, the consummation of the merger and does not relate to any new compensation or other arrangements between the Company’s named executive officers and IQV or, following the merger, the surviving corporation and its subsidiaries. Because the vote is advisory in nature only, it will not be binding on the Company or the Board. Accordingly, because the Company is contractually obligated to pay the compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The approval of the nonbinding compensation proposal requires that the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. Assuming a quorum is present at the special meeting, abstentions, failures to vote and “broker non-votes” will have no effect on the outcome of the nonbinding compensation proposal. This is an advisory vote only and will not be binding on the Company or the Board.

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

The following discussion summarizes the material U.S. federal income tax consequences of the merger to holders of Company common stock. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the U.S. Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

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This discussion assumes that holders of Company common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company common stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Company common stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their Company common stock through the exercise of options or otherwise as compensation, holders who hold their Company common stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, holders who exercise appraisal rights, and holders who own or have owned (directly, indirectly or constructively) five percent or more of the Company’s stock (by vote or value). This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any consequences or requirements of or relating to the Foreign Account Tax Compliance Act, or any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the merger to holders of Company common stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger. The U.S. federal income tax laws are complex and subject to varying interpretation. Accordingly, the Internal Revenue Service, which we refer to as the “IRS”, may not agree with the tax consequences described in this proxy statement.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding Company common stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws and the application of any U.S. federal tax rules not addressed in this discussion) of the receipt of cash in exchange for shares of Company common stock pursuant to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company common stock that is, for U.S. federal income tax purposes:

A “non-U.S. holder” is a beneficial owner (other than a partnership) of Company common stock that is not a U.S. holder.

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U.S. Holders

The conversion of shares of Company common stock into cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger (including any cash required to be withheld for tax purposes) and such U.S. holder’s adjusted tax basis in the shares converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. The deductibility of capital losses (including for individual U.S. holders) is subject to limitations. If a U.S. holder acquired different blocks of Company common stock at different times or at different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company common stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 24%) with respect to the cash received pursuant to the merger, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a payee’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

Non-U.S. Holders

Any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding will apply with respect to the cash received by such holder pursuant to the merger, unless such non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any.

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Dividends

The Company pays quarterly cash dividends on Company common stock and the last dividend was paid on July 3, 2024 to shareholders of record as of the close of business on June 14, 2024.

Under the terms of the merger agreement, the Company is permitted to continue to pay its regular quarterly dividend, not in excess of $0.125 per share of Company common stock.

Regulatory Waiting Periods and Approvals Required for the Merger

General

The merger is subject to the requirements of the HSR Act, which prevents the Company and IQV from completing the merger until required information and materials are furnished to the Department of Justice (the “DOJ”) and the FTC, and the HSR Act waiting period is terminated or expires. On June 27, 2024, the Company and IQV filed the requisite notification and report forms under the HSR Act with the DOJ and the FTC. The waiting period under the HSR Act expired on July 29, 2024.

The merger agreement generally requires each party to use reasonable best efforts to resolve any impediments under the HSR Act and other applicable antitrust laws so as to enable the closing to occur as promptly as practicable; provided, however, that under no circumstance will IQV, Merger Sub or any of their respective affiliates be required to any divestiture with respect to IQV, Merger Sub or any of their respective affiliates or any of their respective assets or businesses. For a more detailed description of IQV’s and the Company’s respective obligations under the merger agreement with respect to regulatory approvals, please see the section of this proxy statement entitled “The Merger Agreement—Reasonable Best Efforts; Regulatory Approvals” beginning on page [●].

Other Regulatory Matters

Aaron’s, LLC, a wholly-owned subsidiary of the Company, is the subject of two outstanding consent orders issued by the FTC (the “Outstanding FTC Consent Orders”). Although not required under the Outstanding FTC Consent Orders or applicable law, the Company and IQV have agreed to provide notice to the FTC of the transactions contemplated by the merger agreement, which notice will inform the FTC of such transactions and state the Outstanding FTC Consent Orders will remain applicable to Aaron’s, LLC after the closing, and such notice was provided on June 28, 2024.

Delisting and Deregistration of the Company Common Stock

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

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THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement.

We encourage you to read the merger agreement carefully and in its entirety because it is the primary contractual document that governs the merger.

Additional information about the Company may be found elsewhere in this proxy statement and in other public reports and documents filed by the Company with the SEC. Please see the section of this proxy statement entitled “Where You Can Find Additional Information”, beginning on page [●].

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about the Company contained in this proxy statement or in the public filings the Company makes with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, IQV and Merger Sub were qualified and subject to important limitations agreed to by the Company, IQV and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and subsequent developments or new information qualifying a representation or warranty may or may not be fully reflected in this proxy statement or the Company’s public disclosures. Accordingly, the representations, warranties and covenants contained in the merger agreement and descriptions thereof should not be relied upon as being accurate or complete or characterizations of the actual state of facts as of any specified date and should be read only in conjunction with the other information provided elsewhere in this proxy statement, as well as the information incorporated by reference into this proxy statement. Please see the section of this proxy statement entitled “Where You Can Find Additional Information”, beginning on page [●].

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

The merger agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the merger agreement. As the surviving corporation, the Company will continue to exist following the merger as a wholly-owned direct subsidiary of IQV.

The parties have agreed under the merger agreement to take all necessary action such that, from and after the effective time of the merger, the board of directors of Merger Sub immediately prior to the effective time of the merger will become the directors of the surviving corporation, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. From and after the effective time of the merger, the officers of Merger Sub immediately prior to the effective time of the merger will become

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the officers of the surviving corporation, until the earlier of their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

At the effective time of the merger, the articles of incorporation of the Company will, by virtue of the merger, be amended and restated in their entirety to read as the articles of incorporation of Merger Sub as in effect immediately prior to the effective time, except that the articles of incorporation will be revised to reflect the name of the surviving corporation as “The Aaron’s Company, Inc.” and to the extent necessary to comply with certain terms of the merger agreement related to director and officer indemnification and insurance matters, and as so amended and restated will be the articles of incorporation of the surviving corporation until thereafter amended in accordance with their terms or by applicable law. At the effective time of the merger, the bylaws of the Company will, by virtue of the merger, be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the effective time, except that the bylaws will be revised to reflect the name of the surviving corporation as “The Aaron’s Company, Inc.” and to the extent necessary to comply with certain terms of the merger agreement related to director and officer indemnification and insurance matters, and as so amended and restated will be the bylaws of the surviving corporation, until thereafter amended in accordance with their terms or by applicable law.

Closing and Effective Time of the Merger

The closing of the merger, which we refer to as the “closing”, will take place no later than the second business day following the date on which the conditions to closing (described in the section below entitled “—Conditions to the Merger”), other than those conditions that by their terms are to be satisfied at the closing (but subject to the satisfaction or waiver of those conditions at closing), have been satisfied or (to the extent permitted by applicable law) waived. However, the closing will not take place prior to August 15, 2024.

The merger will become effective at such time as the certificate of merger is duly filed by the Secretary of State of the State of Georgia, or at such other time as the Company, IQV and Merger Sub will agree and specify in the certificate of merger.

Merger Consideration and Conversion of Company Common Stock

At the effective time of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by the Company as treasury stock, shares owned by IQV or any direct or indirect wholly owned subsidiary of IQV and shares owned by shareholders who have properly exercised dissenters’ rights under the GBCC), will be automatically converted into the right to receive the merger consideration. If at any time during the period between the date of the merger agreement and the effective time of the merger, any change in the outstanding shares of Company common stock occurs as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the merger consideration will be proportionally adjusted, without duplication, to reflect such change.

At the effective time of the merger, each share of Company common stock owned by the Company as treasury stock and each share owned by IQV or any direct or indirect wholly owned subsidiary of IQV will be canceled without payment of consideration.

Shares of Company common stock that are issued and outstanding immediately prior to the effective time of the merger and are held by a shareholder who is entitled to exercise, and properly exercises, dissenters’ rights with respect to such shares pursuant to, and who complies in all respects with, the provisions of Section 14-2-1301 et. seq. of the GBCC, will not be converted into the right to receive the merger consideration. At the effective time, such dissenting shareholders will cease to have any rights to such shares of Company common stock except for the right to receive payment of the fair value of such shares of Company common stock

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as may be determined to be due in accordance with the GBCC, as described in the section of this proxy statement entitled “Dissenters’ Rights of Shareholders”. All such shares of Company common stock that are shares held by any dissenting shareholder who will have failed to properly exercise or who otherwise will have withdrawn, in accordance with the GBCC, or lost such dissenting shareholder’s rights to demand payment in respect of such shares of Company common stock under the GBCC, will thereupon be deemed to have been converted into the right to receive the merger consideration pursuant to the merger agreement.

Exchange and Payment Procedures

At or prior to the closing, IQV will deposit with the Company’s transfer agent, Computershare, (the “paying agent”) cash in an amount sufficient to pay the aggregate merger consideration payable to holders of Company common stock in accordance with the merger agreement. Promptly following the effective time of the merger:

You will not be entitled to receive the merger consideration until you surrender your certificates or book-entry shares and, in the case of certificates, deliver a duly executed letter of transmittal to the paying agent.

You should not return your certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

IQV, Merger Sub, the surviving corporation and the paying agent will be entitled to deduct and withhold any applicable required taxes from the merger consideration. In the event any amount is withheld from the merger consideration otherwise payable to any person (and is paid over to the applicable taxing authorities), that amount will be treated as having been paid to that person.

At the effective time of the merger, the stock transfer books of the Company will be closed and there will be no further registration of transfers thereafter on the records of the Company. On or after the effective time, any certificates or book-entry shares presented to the paying agent or IQV for any reason will represent solely the right to be exchanged for the merger consideration and will be cancelled.

The paying agent will invest the aggregate merger consideration deposited with it as directed by IQV, subject to certain limitations. Any interest and other income resulting from any such investments will be paid to the surviving corporation. To the extent that there are losses with respect to such investments, or the payment fund diminishes for other reasons below the level required to make prompt cash payment of the merger consideration, IQV will promptly replace or restore the cash in the payment fund lost through such investments or other events to ensure that the payment fund is at all times maintained at a level sufficient to promptly make such cash payments.

Any portion of the aggregate merger consideration deposited with the paying agent, plus any interest received with respect to such amount, that remains undistributed to holders of shares of Company common stock on the date that is one year after the effective time of the merger will be delivered to the surviving corporation, upon demand. Holders of shares of Company common stock who have not complied with the exchange and payment procedures described above will thereafter be entitled to look to the surviving corporation for payment

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of the merger consideration, subject to abandoned property, escheat or similar laws. None of IQV, the surviving corporation, the paying agent or any other party will be liable to any holder of shares of Company common stock for any merger consideration delivered to a governmental entity pursuant to any applicable abandoned property, escheat or similar law.

Lost Certificates

If any certificate has been lost, stolen or destroyed, then the person claiming the certificate to be lost, stolen or destroyed must make an affidavit of that fact in order to be entitled to receive the merger consideration with respect to the number of shares of Company common stock formerly represented by such certificate and, if required by IQV or the surviving corporation, such person must deliver a bond in such amount as IQV or the paying agent may determine is reasonably necessary as indemnity against any claim that may be made against IQV, the paying agent or the surviving corporation with respect to such certificate. These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Treatment of Equity and Long-Term Cash Awards

Outstanding equity and long-term cash awards will be treated as follows in connection with the merger, provided that any cash payment will be subject to applicable tax withholding and will not include interest.

Stock Options

As of the effective time, each outstanding Company stock option granted under a Company equity incentive plan will accelerate and become fully vested (to the extent not yet vested) and will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of Company common stock subject to such Company stock option multiplied by (ii) the excess, if any, of the merger consideration over the applicable exercise price per share, provided that each Company stock option that has an exercise price per share that is equal to or greater than the merger consideration will be cancelled for no consideration.

Restricted Stock Unit Awards

As of the effective time, each outstanding Company restricted stock unit granted under a Company equity incentive plan will become fully vested (to the extent not yet vested) and will be cancelled and converted into the right to receive a cash payment equal to the merger consideration.

Restricted Stock Awards

As of the effective time, each outstanding restricted share of Company common stock granted under a Company equity incentive plan that is:

Restricted Cash Awards

As of the effective time, each outstanding Company time-based restricted cash award granted under a Company equity incentive plan will be modified to reflect an award of restricted cash of an equal dollar amount,

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having the same terms and conditions as applied thereto prior to such modification (except for any terms rendered inoperative by reason of the transactions and certain administrative changes), except that the Protection Period with respect to each such award (if any) will be extended if and to the extent necessary so that it covers the entire vesting period of such award.

Performance Share Awards

As of the effective time, each outstanding award of Company performance shares granted under a Company equity incentive plan will become vested with respect to the “target” number of performance shares subject to such award, and each vested Company performance share will be cancelled and converted into the right to receive a cash payment equal to the merger consideration.

Performance Unit Awards

As of the effective time, each outstanding award of Company cash performance units granted under a Company equity incentive plan will become vested with respect to the “target” number of performance units subject to such award, and each vested award of Company performance units will be cancelled and converted into the right to receive cash in an amount equal to that number of vested units covered by such award multiplied by $1.00 per unit.

Treatment of Employee Stock Purchase Plan

As provided in the merger agreement, the Company has taken all actions necessary to treat the Company ESPP as follows: (i) no offering period will commence after the date of the merger agreement, (ii) no new participants may commence participation after the date of the merger agreement, (iii) no existing participant may increase his or her rate of contribution after the date of the merger agreement, (iv) each purchase right issued pursuant to the Company ESPP for an offering period commencing before the date of the merger agreement will be fully exercised in accordance with the terms of the Company ESPP on the earlier of (A) the scheduled purchase date for the applicable offering period and (B) a date prior to the effective time determined by the Company and consistent with the ESPP and the applicable offering period (with any participant payroll deductions not applied to the purchase of Company shares returned to the participant without interest) and (v) the Company ESPP will terminate effective immediately prior to the effective time.

Representations and Warranties

The merger agreement contains representations and warranties made by the Company, IQV and Merger Sub to each other. The statements embodied in those representations and warranties were made for purposes of the merger agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement (including in the disclosure letter delivered by the Company to IQV in connection therewith).

The representations and warranties made by the Company (including, in certain cases, with respect to its subsidiaries) to IQV and Merger Sub relate to, among other things, the following:

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