B Barnes Group Inc

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Barnes Group Inc., a Delaware corporation (which we refer to as “Barnes,” the “Company,” “we,” “us” and “our”), to be held virtually via live webcast on [   ], 2024, beginning at [   ] Eastern Time (unless the Special Meeting is adjourned or postponed). Barnes stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/BMergerMeeting, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” or “presence” will mean virtually present at the Special Meeting, and to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting through virtual means.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of October 6, 2024 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Barnes, Goat Holdco, LLC, a Delaware limited liability company (which we refer to as “Parent”), and Goat Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (such proposal, which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Barnes’ named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Parent and Merger Sub are affiliates of funds managed by affiliates of Apollo Global Management, Inc. Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Barnes (which we refer to as the “Merger”), with Barnes continuing as the surviving company in the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $0.01 per share, of Barnes (which we refer to as “Barnes common stock”) issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $47.50 in cash (which we refer to as the “Merger Consideration”), without interest and subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, for each share of Barnes common stock that you own immediately prior to the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The Board of Directors of Barnes (which we refer to as the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of Barnes and its stockholders; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) resolved to recommend that Barnes stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Barnes stockholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

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

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

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

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

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

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

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

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

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Barnes Group Inc., a Delaware corporation (which we refer to as “Barnes,” the “Company,” “we,” “us” and “our”), will be held virtually via live webcast on [   ], beginning at [   ] Eastern Time (unless the Special Meeting is adjourned or postponed). Barnes stockholders will be able to virtually attend the Special Meeting and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/BMergerMeeting, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” will mean virtually present at the Special Meeting, and to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting through virtual means. The Special Meeting is being held for the following purposes:

Only Barnes stockholders of record as of the close of business on [   ], 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

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

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

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

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

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

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

The information covered by this proxy statement may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our ESG goals, commitments and strategies. Forward-looking statements often contain words such as “anticipate,” “believe,” “expect,” “plan,” “estimate,” “project,” “continue,” “will,” “should,” “may” and similar terms. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. In addition, we have based some of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Such factors, risks and uncertainties include:

Additional information and detailed discussion of these risks, uncertainties and other potential factors that could affect our business and performance and cause actual results or outcomes to differ materially from the results, performance or achievements addressed in our forward-looking statements is included in our other filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. Barnes assumes no obligation to update its forward-looking statements, which speak as of their respective dates, whether as a result of new information, future events, or otherwise.

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

The Special Meeting will be held virtually via live webcast on [   ], beginning at [   ], Eastern Time (unless the Special Meeting is adjourned or postponed). Barnes stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/BMergerMeeting.

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

You may attend the Special Meeting virtually by visiting www.virtualshareholdermeeting.com/BMergerMeeting and using the 16-digit control number found on your proxy card you previously received. If you plan to attend the Special Meeting virtually, we encourage you to access the Special Meeting website prior to the start time of the meeting to allow time to log in and test your device’s audio system. You may begin to log into the Special Meeting website beginning at [   ], Eastern Time, on [   ], 2024.

The Special Meeting website is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) that have the most updated version of applicable software and plugins installed. Stockholders should ensure that they have a strong Internet connection if they intend to virtually attend the Special Meeting. Attendees should allow sufficient time to access the meeting and ensure that they can hear streaming audio prior to the start of the Special Meeting.

If you encounter any difficulties accessing the Special Meeting, please call the technical support number that will be provided on the Special Meeting website. Technical support will be available beginning approximately 15 minutes prior to the start of the Special Meeting through its conclusion.

Additional information regarding related rules of conduct and other materials for the Special Meeting will be available during the Special Meeting at www.virtualshareholdermeeting.com/BMergerMeeting.

Only Barnes stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Information on how to obtain access to the list of stockholders of record entitled to vote at the Special Meeting during the 10 days before the Special Meeting is available by contacting Barnes’ Secretary at 123 Main Street, Bristol, CT 06010. As of the Record Date, there were [   ] shares of Barnes common stock outstanding and entitled to vote at the Special Meeting.

The presence by remote communication or by proxy (including solely by means of remote communication) of the holders of record of a majority of the Barnes common stock entitled to vote at the Special Meeting on the Record Date will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

Each Barnes stockholder will be entitled to one vote for each share of Barnes common stock owned as of the close of business on the Record Date.

The affirmative vote of the holders of a majority of the outstanding shares of Barnes common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, [   ] votes constitute a majority of the outstanding shares of Barnes common stock. Receipt of the Barnes Stockholder Approval is a condition to the consummation of the Merger.

Assuming a quorum is present, the affirmative vote of the holders of the shares of Barnes common stock representing a majority of the Barnes common stock present by remote communication or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal, is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of the holders of the shares of Barnes common stock representing a majority of the Barnes common stock present by remote communication or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal, is required to approve the Adjournment Proposal.

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

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

As of the Record Date, our executive officers and directors beneficially owned and were entitled to vote, in the aggregate, [   ] shares of Barnes common stock, representing approximately [   ]% of the shares of Barnes common stock outstanding on the Record Date.

We currently expect that our executive officers and directors will vote all of their respective shares of Barnes common stock: (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal, and (3) “FOR” the Adjournment Proposal.

There are four ways to vote if you are a record holder (i.e., you do not hold your shares of Barnes common stock through a broker, bank or other nominee):

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

If you hold shares of Barnes common stock in a Barnes 401(k) plan account, you should follow the directions provided by the plan administrator or plan trustee regarding how to instruct the plan trustee to vote your shares.

All shares of Barnes common stock represented by properly signed and dated proxies received by the deadline indicated above will be voted at the Special Meeting in accordance with the instructions of the Barnes stockholder. Properly signed and dated proxies that do not contain voting instructions for one or more specific proposals will be voted with respect to the proposals for which instructions are not provided: (a) “FOR” the Merger Agreement Proposal; (b) “FOR” the Compensation Proposal; and (c) “FOR” the Adjournment Proposal. If you indicate on your proxy card that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal, your shares of Barnes common stock will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares of Barnes common stock are registered directly in your name with Barnes’ transfer agent, Computershare, you are considered a stockholder of record with respect to those shares. Some stockholders hold shares of Barnes common stock through a bank, broker or other nominee, and are often said to hold those shares in “street name.” These stockholders are considered “beneficial owners” of those shares. If you hold shares of Barnes common stock as a beneficial owner in “street name” as of the Record Date, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal (so long as you do not attend the Special Meeting and abstain from voting on any given proposal, which would have the same effect as voting “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and/or the Adjournment Proposal, as applicable).

Any proxy given by a Barnes stockholder may be revoked by doing any of the following:

If your shares of Barnes common stock are held in the name of a broker, bank or other nominee, you should follow the voting instructions you receive from the holder of record to revoke your proxy or change your vote.

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

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Barnes and its stockholders; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Barnes stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Barnes stockholders at the Special Meeting.

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

The Board of Directors is soliciting your proxy, and Barnes will bear the cost of soliciting proxies. D.F. King has been retained to assist with the solicitation of proxies. D.F. King will be paid approximately $20,000 plus an additional fee per call made or received and additional fees for other services as requested by Barnes and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Barnes common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by D.F. King or, without additional compensation, by Barnes or Barnes’ directors, officers and employees.

Assuming timely satisfaction of necessary closing conditions, including receipt of the Barnes Stockholder Approval, the Merger is expected to close before the end of the first quarter of 2025. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

If the Merger is consummated and certain conditions are met, Barnes stockholders and beneficial owners who continuously hold shares of Barnes common stock through the Effective Time, who do not vote in favor of the proposal to adopt the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights to seek appraisal, will be entitled to seek appraisal of their shares of Barnes common stock in connection with the Merger under Section 262. This means that Barnes stockholders and beneficial owners may be entitled to have their shares of Barnes common stock appraised by the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of their shares of Barnes common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be the fair value, if any, as determined by the Delaware Court of Chancery, as described further below. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares of Barnes common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

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

To exercise appraisal rights, Barnes stockholders or beneficial owners of shares of Barnes common stock must: (i) properly deliver a written demand for appraisal to Barnes before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold or beneficially own, as applicable, their shares of Barnes common stock upon the making of a demand under clause (a) through the Effective Time; (iv) not thereafter withdraw their demand for appraisal or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (v) otherwise meet the criteria and strictly comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow exactly the procedures specified under Section 262 may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of shares of Barnes common stock unless certain stock ownership conditions are satisfied by the Barnes stockholders and beneficial owners seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section titled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights which is qualified in its entirety by Section 262, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 is accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. If you hold your shares of Barnes common stock through a bank, broker, trust, or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares of Barnes common stock for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares of Barnes common stock confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Company under Section 262 and to be set forth on the verified list required by Section 262(f) of the DGCL.

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

Pursuant to the DGCL and Barnes’ bylaws, except as otherwise required by law, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Barnes and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or Barnes that they or Barnes will be sending householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares of Barnes common stock are held in a brokerage account or Barnes if you hold registered shares. You can notify Barnes by sending a request to Barnes Group Inc., c/o Secretary, 123 Main Street, Bristol, CT 06010, or by calling (860) 583-7070, or by calling Broadridge at (866) 540-7095 or sending a written request by mail to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

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

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

Barnes Group Inc. (NYSE: B) leverages world-class manufacturing capabilities and market-leading engineering to develop advanced processes, automation solutions, and applied technologies for industries ranging from aerospace and medical and personal care to mobility and packaging. With a celebrated legacy of pioneering excellence, Barnes delivers exceptional value to customers through advanced manufacturing capabilities and cutting-edge industrial technologies. Barnes Aerospace specializes in the production and servicing of intricate fabricated and precision-machined components for both commercial and military turbine engines, nacelles, and airframes. Barnes Industrial excels in advancing the processing, control, and sustainability of engineered plastics and delivering innovative, custom-tailored solutions for industrial automation and metal forming applications. Established in 1857 and headquartered in Bristol, CT, USA, Barnes has manufacturing and support operations around the globe.

Barnes’ principal executive offices are located at 123 Main Street, Bristol, Connecticut 06010, and its telephone number is (860) 583-7070. Barnes common stock is listed on the New York Stock Exchange (which we refer to as the “NYSE”) under the symbol “B.”

Parent is a Delaware limited liability company formed on September 27, 2024 solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and related agreements.

Merger Sub is a Delaware corporation and indirect wholly owned subsidiary of Parent formed on September 27, 2024 solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the related financing transactions. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and related agreements.

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub will merge with and into Barnes, the separate corporate existence of Merger Sub will cease and Barnes will continue its corporate existence under the DGCL as the Surviving Company. As a result of the Merger, Barnes will become a wholly owned subsidiary of Parent, and Barnes common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, following the Merger, it is expected that Barnes stock will be deregistered under the Exchange Act and Barnes

will no longer file periodic or other reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Company. For more information, please see the sections of this proxy statement titled “—Merger Consideration—Treatment of Barnes Equity Awards” and “—Merger Consideration—Barnes Common Stock.”

Barnes stockholders who properly and validly exercise and do not withdraw their demands for appraisal will receive appraisal rights under Section 262. For more information, please see the section of this proxy statement titled “—Appraisal Rights.”

The Effective Time will occur at such time as the certificate of merger meeting the requirements of Section 251 of the DGCL relating to the Merger has been duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later time as may be agreed by the parties and specified in the certificate of merger as the effective time of the Merger in accordance with the DGCL.

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

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Barnes, Merger Sub or the Barnes stockholders, each share of Barnes common stock that is issued and outstanding immediately prior to the Effective Time, but excluding Cancelled Shares and Dissenting Shares (as described in the section of this proxy statement titled “The Merger Agreement—Merger Consideration”), will be converted automatically into the right to receive the Merger Consideration of $47.50 per share in cash, without interest, subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Barnes common stock that you own (other than Cancelled Shares and Dissenting Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as a Barnes stockholder (except that Barnes stockholders who properly and validly exercise and do not withdraw their demands for appraisal will receive appraisal rights under Section 262). For more information, please see the section of this proxy statement titled “—Appraisal Rights.”

At the Effective Time, each outstanding Barnes Option Award, Barnes RSU Award granted prior to October 6, 2024 or to a non-employee member of the Board of Directors (at any time), Barnes PSU Award and Barnes DSU Award will vest in full and be cashed out based on the Merger Consideration, less any required tax withholding and deductions and less the applicable per share exercise price in the case of a Barnes Option Award, with the number of shares of Barnes common stock subject to each Barnes PSU Award determined by deeming the applicable performance goals to be achieved at the greater of the target level of performance and the actual level of performance as of the Effective Time (as determined by the Board of Directors or the compensation committee thereof prior to the Effective Time in its reasonable and good-faith discretion in consultation with Parent). Barnes RSU Awards granted on or after October 6, 2024 (other than any such awards

granted to non-employee members of the Board of Directors) will vest on a pro rata basis upon the Effective Time (with any unvested portion forfeited) and be cancelled in exchange for the Merger Consideration for each underlying share of Barnes common stock.

Over the years, in the ordinary course of business, as part of the Board of Directors’ ongoing consideration and evaluation of our long-term strategic goals and plans, the Board of Directors and Barnes’ management periodically have reviewed, considered and assessed our priorities, operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. These reviews have included, among other items, the consideration of potential opportunities for business combinations, acquisitions, divestitures and other financial and strategic alternatives, as compared to the benefits and risks of continued operation as a standalone company, and have sometimes included outside advisors. The Board of Directors also has regularly engaged with Barnes stockholders to discuss their perspectives on Barnes’ strategic and financial direction.

In early 2023, informed by a comprehensive strategic review of Barnes’ business by the Board of Directors, with assistance from independent advisors, Barnes began executing on its strategy of rationalizing its Industrial business and rebalancing Barnes’ portfolio toward its Aerospace business. In the summer of 2023, Barnes acquired MB Aerospace, a leading provider of precision aero-engine component manufacture and repair services serving major aerospace and defense engine original equipment manufacturers, tier 1 suppliers and maintenance, repair and overhaul providers for approximately $728 million in cash.

Following the acquisition of MB Aerospace, Barnes management, in consultation with the Board of Directors, continued to evaluate opportunities to facilitate Barnes’ execution of its strategic plan to transform its business by rationalizing its Industrial segment business and rebalancing its portfolio towards its Aerospace business. These opportunities included potential acquisitions and strategic opportunities to grow Barnes’ Aerospace business. Given the indebtedness Barnes had incurred in connection with the MB Aerospace acquisition, Barnes management, in consultation with the Board of Directors, evaluated a number of strategies to access the capital required to fund strategic opportunities in its Aerospace business, including potential divestitures of certain of Barnes’ business units, as well as potentially obtaining strategic equity investments in Barnes from third parties in order to fund such opportunities.

In December 2023, as part of this consideration of alternatives to obtain capital to grow its Aerospace business, Thomas J. Hook, President and Chief Executive Officer of Barnes, contacted representatives of a third party to gauge their interest in participating in Barnes’ transformation, and in particular potentially providing capital to Barnes to fund strategic acquisitions by way of a minority equity investment in Barnes. Representatives of the third party that Mr. Hook contacted, a private equity firm, which we refer to as “Party A,” expressed interest in discussing these potential opportunities with Mr. Hook. Mr. Hook had an introductory dinner meeting with representatives of Party A on January 3, 2024, during which representatives of Party A and Mr. Hook discussed Barnes’ publicly announced transformation initiatives, and Party A’s experience and expertise in the aerospace and industrial sectors. The representatives of Party A expressed a desire to continue to have discussions regarding Barnes’ transformation, and noted that they believed that, given Party A’s experience in the aerospace and industrial sectors, Party A would be a good partner for Barnes on its transformation journey, including by potentially providing capital to fund the growth of Barnes’ Aerospace business by making a minority equity investment in Barnes. Mr. Hook agreed to consider Party A’s interest in making such an investment. Following the dinner meeting, Mr. Hook and members of Barnes management consulted with an investment bank (which we refer to as “Financial Advisor 1”), who had advised Barnes during the Board of Directors’ comprehensive strategic review of Barnes’ business, regarding potential next steps with respect to Party A and its potential interest in making a minority equity investment in Barnes. Financial Advisor 1 contacted representatives of Party A to advise them that Financial Advisor 1 was assisting Barnes in connection with the preliminary discussions regarding Party A’s potential minority equity investment in Barnes, and Party A informed Financial Advisor 1 that Party A would like to meet with members of Barnes management, including Mr. Hook, to better understand Barnes’ ongoing transformation efforts, including the strategic acquisition opportunities that Barnes was interested in pursuing. Mr. Hook, in consultation with members of the Board of Directors, agreed to participate in such a meeting, subject to the negotiation of a satisfactory confidentiality agreement. On January 23, 2024, Barnes and Party A entered into a confidentiality agreement, which contained a standstill provision generally restricting Party A from seeking to acquire or control Barnes and its subsidiaries.

The restrictions on Party A under the standstill provision terminated automatically and immediately upon Barnes’ entry into the Merger Agreement. Following the execution of the confidentiality agreement, Barnes provided certain limited due diligence information to Party A regarding Barnes and its strategic plan. During the month of January 2024, Mr. Hook kept individual members of the Board of Directors updated regarding the interactions with Party A, and Party A’s desire to explore making a minority equity investment in Barnes.

On January 9, 2024, Barnes announced that it had reached an agreement to sell its Associated Spring™ and Heinz Hänggi™ businesses in a transaction valued at approximately $175 million, inclusive of a $15 million promissory note due in 24 months. Barnes announced that the expected cash proceeds from the sale would be used to reduce debt incurred in connection with the acquisition of MB Aerospace, and that Barnes remained committed to achieving a Net Debt to EBITDA ratio, as defined in its credit agreements, of 3.0x or lower by the end of 2024 and reaffirmed its long-term leverage goal of 2.5x by 2025.

On February 2, 2024, members of Barnes management, including Mr. Hook, representatives of Financial Advisor 1 and representatives of Party A held a teleconference during which representatives of Party A and members of Barnes management discussed Barnes’ ongoing transformation efforts and representatives of Party A asked questions about the limited due diligence information with which it had been provided. Members of Barnes management also discussed the strategic rationale for Party A making a minority equity investment in Barnes, and the potential opportunities for which such capital could be used. Additionally, Mr. Hook and representatives of Party A held a follow-up call on February 3, 2024 during which representatives of Party A asked additional due diligence questions.

On February 5, 2024, Party A submitted a preliminary, nonbinding indication of interest to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price of $50.00 per share (which we refer to as the “February 2024 Proposal”). In the February 2024 Proposal, Party A noted that while it had considered the possibility of providing an equity investment to fund expansion of Barnes’ Aerospace business, upon further analysis Party A believed that the best path for Barnes was to create strategic flexibility and focus as a private company. The February 2024 Proposal was based on the limited information provided by Barnes to Party A and was subject to Party A’s satisfactory completion of due diligence. In the February 2024 Proposal, Party A proposed a “go-shop” period during which Barnes would be permitted to solicit competing bids for a limited period following the signing of a transaction. Party A also requested a period of exclusive negotiations between Barnes and Party A, given the time, effort and costs involved for Party A to complete its due diligence and Party A’s willingness to accept a go-shop period. Mr. Hook promptly shared the February 2024 Proposal with the Board of Directors. Mr. Hook informed the representatives of Party A that the February 2024 Proposal had been shared with the Board of Directors, and that he would respond to the February 2024 proposal after the Board of Directors had the opportunity to review and consider the proposal.

On February 8, 2024, the Board of Directors held a regular meeting, during which members of Barnes management and representatives of Financial Advisor 1, Jefferies (from which Barnes had obtained strategic advice in the past) and Barnes’ outside legal counsel, Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell Lipton”), participated. At the meeting, Mr. Hook described Barnes’ contacts with Party A, including the January 3, 2024 and February 2, 2024 meetings and the February 2024 Proposal. A representative of Wachtell Lipton provided an overview of the Board of Directors’ fiduciary duties under Delaware law. Additionally, the Board of Directors reviewed the Barnes Long-Range Plan (as defined in the section of this proxy statement titled “—Certain Financial Projections”) provided by Barnes management. Financial Advisor 1 and Jefferies then separately discussed with the Board of Directors Barnes’ historical stock and operational performance (including selected financial metrics and external perspectives), potential strategic alternatives and an overview of Party A as a potential acquiror and the February 2024 Proposal. During this portion of the meeting, the Board of Directors discussed Barnes’ strategy and portfolio management, debt leverage and capacity, process, including engagement with other potentially interested parties, and potential valuation models. The Board of Directors also discussed Barnes’ strategic transformation, and the execution risks in connection therewith.

The Board of Directors then discussed the February 2024 Proposal and potential next steps, as well as Barnes’ existing operational and strategic priorities. In particular, the Board of Directors discussed (i) the possibility that undertaking any potential transaction process could result in significant distraction and diversion of management’s time and efforts from the execution of Barnes’ strategic priorities, including its announced transformation initiatives, and (ii) the potential valuation of Barnes that could be achieved upon the successful execution of Barnes’ business plan relative to the consideration proposed in the February 2024 Proposal. In light

of these and other considerations discussed among members of the Board of Directors and Barnes management, the Board of Directors unanimously determined that while the $50.00 per share price provided by the February 2024 Proposal was likely insufficient, members of Barnes’ management should share with Party A additional confidential information regarding certain of Barnes’ strategic initiatives to provide Party A with an opportunity to improve its proposed per share consideration so that the Board of Directors could make a determination within a reasonable period as to whether to proceed with a transaction with Party A without undue distraction. The Board of Directors also determined not to agree to negotiate exclusively with Party A. Additionally, the Board of Directors discussed potentially engaging with other parties with respect to a sale of Barnes, and concluded that such engagement could be considered at a later time if the Board of Directors determined to explore a sale of Barnes. The Board of Directors directed members of Barnes management to inform Party A of the Board of Directors’ decision to share confidential information with Party A, but that the Board of Directors had not approved exclusive negotiations with Party A.

Following the February 8, 2024 Board of Directors’ meeting, the Board of Directors determined to engage Jefferies as Barnes’ financial advisor, and directed Jefferies to contact Party A and provide the Board of Directors’ feedback to the February 2024 Proposal. Additionally, following this meeting, Barnes began uploading certain due diligence materials, including the March 2024 Projections (as defined in the section of this proxy statement titled “—Certain Financial Projections”) to a confidential online data room, and representatives of Party A received access to this online data room shortly thereafter. Members of Barnes management participated in meetings with representatives of Party A on February 29, 2024, March 1, 2024 and March 4, 2024 during which members of Barnes management provided representatives of Party A with additional information regarding Barnes’ business, potential areas of value and Barnes management’s view of Barnes’ future prospects as a standalone company.

On March 5, 2024, the Board of Directors held a meeting, during which members of Barnes management and representatives of Wachtell Lipton participated. During this meeting, Mr. Hook provided an update on Party A’s ongoing due diligence efforts.

On March 8, 2024, Party A submitted a preliminary, non-binding indication of interest to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price range of $57.00 to $60.00 per share (which we refer to as the “March 2024 Proposal”). The March 2024 Proposal was subject to Party A’s satisfactory completion of due diligence, and included an annex of additional information required to finalize Party A’s due diligence. The March 2024 Proposal stated that, if provided with sufficient access to Barnes management and data, Party A believed it could proceed to the execution of definitive transaction documentation within one month of commencing the next phase of the due diligence process, and identified a targeted signing date of April 12, 2024. The March 2024 Proposal did not mention a “go-shop” period during which Barnes would be permitted to solicit competing bids for a limited period following announcement of a transaction. Mr. Hook promptly shared the March 2024 Proposal with the Board of Directors. Mr. Hook informed the representatives of Party A that the March 2024 Proposal had been shared with the Board of Directors, and that he would respond to the March 2024 Proposal after the Board of Directors had the opportunity to review and consider the proposal.

On March 10, 2024, the Board of Directors held a meeting, which was attended by members of Barnes’ management and representatives of Jefferies and Wachtell Lipton. Mr. Hook updated the Board of Directors regarding developments since its last meeting, including summarizing the interactions with Party A, the additional information provided to Party A, and the receipt of the March 2024 Proposal. The Board of Directors then reviewed the March 2024 Projections provided by Barnes management, which as described in the section of this proxy statement titled “—Certain Financial Projections,” consisted of the Barnes Long-Range Plan, along with a calculation of the projected unlevered free cash flow of Barnes for 2024-2028. Jefferies then reviewed with the Board of Directors preliminary financial aspects of the March 2024 Proposal and Party A’s potential financing plan and potential ability to pay in an acquisition of Barnes. Members of the Board of Directors also reviewed certain information provided by Jefferies regarding its material investment banking relationships with Barnes, Party A and certain of their respective affiliates during the prior approximately two-year period.

The Board of Directors further discussed the March 2024 Proposal and potential responses, including in the context of Barnes’ standalone plan and potential short- and long-term execution and strategic risks to Barnes’ long-range financial plan on a standalone basis. In particular, the Board of Directors discussed (i) the potential valuation of Barnes that could be achieved upon the successful execution of Barnes’ strategic transformation

relative to the consideration proposed in the March 2024 Proposal, including risks related to Barnes’ ability to successfully execute its planned business transformation, and the likely impact that certain adverse changes to the business plan would have, and that achieving the transformation of Barnes’ business required completing a number of interrelated strategic, operational and structural initiatives in a relatively short period, and (ii) that Party A was a credible potential buyer, with a unique interest in owning both Barnes’ Aerospace business and Barnes’ Molding Solutions business.

After further discussion, the Board of Directors decided that management should share additional confidential information with Party A, including the information Party A had requested in the March 2024 Proposal, in order to allow Party A to finalize its view with respect to its valuation of Barnes. The Board of Directors also decided that it would not engage with other potentially interested parties at this time, but that such engagement could be considered at a later time if the Board of Directors determined to proceed with a sale of Barnes, or in connection with a post-signing go-shop if the Board of Directors decided to negotiate bilaterally with Party A. The Board of Directors directed members of Barnes management and its advisors to inform Party A of the Board of Directors’ decision to share confidential information with Party A.

Following the Board of Directors’ March 10, 2024 meeting, consistent with the direction of the Board of Directors, representatives of Jefferies communicated the Board of Directors’ determination to Party A, which agreed to work to finalize its due diligence and view on valuation on the timeline Party A had proposed in the March 2024 Proposal. Promptly following the March 10, 2024 meeting, Barnes began providing information in response to Party A’s due diligence request attached to the March 2024 Proposal, and holding regular meetings and teleconferences with representatives of Party A and its advisors to address due diligence requests.

On March 22, 2024, representatives of Party A called representatives of Jefferies and indicated that Party A was unable to support the $57.00-$60.00 per share price included in the March 2024 Proposal, based on its findings during its more detailed due diligence investigation of Barnes. Representatives of Party A also informed representatives of Jefferies that Party A remained interested in an acquisition of Barnes, likely at a valuation similar to the $50.00 per share set forth in the February 2024 Proposal, subject to additional due diligence. Later on March 22, 2024, Mr. Hook received a telephone call from representatives of Party A, during which the representatives of Party A provided the same update to Mr. Hook that had been provided to representatives of Jefferies earlier in the day. Mr. Hook advised Party A that he would share the update with the Board of Directors.

On March 25, 2024, the Board of Directors held a meeting, which was attended by members of Barnes’ management and representatives of Jefferies and Wachtell Lipton. At the meeting, Mr. Hook and representatives of Jefferies described their interactions with Party A since the Board of Directors’ March 10, 2024 meeting, including the update provided by Party A to Jefferies and Mr. Hook on March 22, 2024. Thereafter, the Board of Directors discussed potential next steps in response to Party A’s March 22, 2024 update. In particular, the Board of Directors discussed the decrease in the proposed per share valuation of Barnes discussed by Party A on March 22, 2024, and that the approximately $50.00 per share proposal, to the extent Party A was willing to formally make it, remained subject to additional due diligence[, and potentially could be further decreased]. The Board of Directors also discussed the current market environment and Barnes’ progress with respect to its ongoing business transformation. The Board of Directors also discussed that since Party A had made its initial proposal in February 2024, neither Barnes nor its advisors had contacted any other parties that might be interested in an acquisition of Barnes. Following this discussion, the Board of Directors decided to pause continued engagement with Party A, and re-evaluate whether further engagement, either bilaterally or as part of a broader process, was in the best interest of Barnes and its stockholders, and potential alternatives available to Barnes. The Board of Directors instructed Mr. Hook and Jefferies to inform Party A of its determination to pause continued engagement with Party A, and they promptly did so as instructed following the meeting.

On April 4, 2024, Barnes announced that it had completed the previously announced sale of its Associated Spring™ and Heinz Hänggi™ businesses.

On April 9, 2024, the Board of Directors held a meeting, which was attended by members of Barnes’ management. During the meeting, the Board of Directors discussed the outlook of Barnes’ business units, as well as Barnes’ ongoing business transformation, and associated execution risks. Mr. Hook then informed the Board of Directors that representatives of Party A had contacted representatives of Jefferies to note that Party A remained interested in pursuing an acquisition of Barnes. The Board of Directors then discussed the alternatives available to Barnes with respect to future interactions with Party A or other third parties, and considered which approach

would be most likely to enhance shareholder value. In particular, the Board of Directors discussed Barnes’ efforts to execute its strategic business transformation plan, and the risks and uncertainties remaining with respect to achieving some or all of the goals of the plan. These risks and uncertainties included execution and market risks, as well as the risk that completing the interrelated strategic, operational and structural initiatives that would be required to transform its business by rationalizing its Industrial segment business and rebalancing its portfolio toward its Aerospace business in a relatively short period would require significant effort and focus by Barnes management, which in turn could have an adverse impact on execution at Barnes’ existing businesses in the near term. In light of these risks and uncertainties, as well as the proposals received from Party A in February and March 2024, the Board of Directors decided to conduct a “market check” for an acquisition of Barnes (which we refer to as the “market check” or the “strategic process”), the results of which could then be evaluated and compared to Barnes’ potential as a standalone company, focused on the execution of its business transformation. Mr. Hook advised the Board of Directors that members of Barnes management had obtained additional strategic advice in the past regarding Barnes’ market positioning from Goldman Sachs, and recommended that the Board of Directors consider engaging Goldman Sachs as an additional strategic financial advisor. The Board of Directors determined that Barnes should retain Goldman Sachs in this capacity, and that Goldman Sachs and Jefferies should assist Barnes in preparing for and conducting the market check. Shortly following this meeting, consistent with the guidance from the Board of Directors, Barnes retained Goldman Sachs to act as a co-financial advisor with Jefferies. We refer to Goldman Sachs and Jefferies, collectively, as “Barnes’ financial advisors.”

Following the April 9, 2024 meeting of the Board of Directors, members of Barnes management, with the assistance of representatives of each of Goldman Sachs and Jefferies, prepared a confidential management presentation that would be used with potential participants in the market check, and began collecting certain confidential financial information (which financial information eventually included the Summer 2024 Projections (as defined in the section of this proxy statement titled “—Certain Financial Projections”)) to be placed in a virtual data room (which we refer to as the “Phase I Data Room”), that would be made available to potential participants in the market check, in each case, subject to entering into a confidentiality agreement with Barnes. Additionally, representatives of Barnes management worked with Barnes’ financial advisors to assemble a list of potential third parties that might be interested in an acquisition of Barnes, and would have the ability and necessary access to capital to complete such a transaction.

On May 2-3, 2024, the Board of Directors held regular meetings, during which members of Barnes management participated. During a portion of the May 2, 2024 meeting, members of Barnes management provided an update to the Board of Directors regarding Barnes’ progress with respect to its strategic transformation initiatives, including the pursuit of strategic acquisitions, dispositions and other potential transactions necessary to rebalance Barnes’ portfolio, as well as the execution risks associated with the strategic transformation and related initiatives. Members of Barnes management also discussed with the Board of Directors that the Aerospace original equipment manufacturing (“OEM”) market was experiencing supply chain and productivity constraints, which could have a negative impact on Barnes’ Aerospace business.

During the May 3, 2024 meeting of the Board of Directors, Mr. Hook and other members of management provided the Board of Directors with an update on the market check. In particular, Mr. Hook reviewed with the Board of Directors (i) the proposed universe of parties to be contacted to gauge their interest in an acquisition of Barnes (which would include Party A), (ii) the potential timeline of the market check and (iii) the preparations that Barnes management, with the assistance of Barnes’ advisors, had made for the initiation of the market check, which Mr. Hook advised the Board of Directors was scheduled to occur later in May 2024. The Board of Directors discussed the initiation of the market check, the potential for management distraction caused by the market check, and the potential that Barnes was conducting the market check could become public and cause further distraction among members of Barnes management and other employees and stakeholders. The Board of Directors also discussed the benefits of initiating the market check, including in the context of evaluating alternatives to relying on the successful execution of Barnes’ strategic transformation (the risks of which were also discussed), and that if the Board of Directors later determined that the market check did not enhance shareholder value, then the Board of Directors could terminate the market check at any time. Additionally, the Board of Directors discussed Barnes’ progress on its strategic transformation, including the potential transactions and transformation initiatives, including the risks and uncertainties involved in successfully executing these

transactions and initiatives. Following this discussion, the Board of Directors determined to initiate the market check on the timetable discussed with the Board of Directors. The Board of Directors also aligned on holding a meeting of the Board of Directors in June 2024 (or earlier if needed) to discuss the preliminary results and progress of the market check.

At the Board of Directors’ direction, commencing on May 6, 2024, representatives of Barnes’ financial advisors began contacting the potential counterparties discussed with and agreed upon by the Board of Directors. One of the parties contacted, a private equity firm (which we refer to as “Potential Bidder 1”), generally partners with another private equity firm (which we refer to as “Potential Bidder 2”) when evaluating potential transactions in the aerospace industry, and Potential Bidder 1 was permitted to evaluate a “club” bid with Potential Bidder 2. Neither Potential Bidder 1 nor Potential Bidder 2 submitted a formal indication of interest for an acquisition of Barnes prior to the June 26, 2024 deadline. Ten of the potential counterparties, including Potential Bidder 1, Potential Bidder 2 and Apollo (but not including Party A, with which Barnes already had entered into a confidentiality agreement) entered into confidentiality agreements with Barnes and were provided with the opportunity to meet with members of Barnes management during a management presentation. Two of the potential counterparties with which Barnes entered into a confidentiality agreement withdrew from the process and declined to attend a management presentation. Each of the confidentiality agreements with these potential counterparties included standstill provisions generally restricting the counterparty from seeking to acquire or control Barnes and its subsidiaries. The restrictions on each of the counterparties under the standstill provisions terminated automatically and immediately upon Barnes’ entry into the Merger Agreement.

Between May 28, 2024 and June 14, 2024, Barnes management conducted meetings with Party A and the other eight potential counterparties (including Potential Bidder 1, Potential Bidder 2 and Apollo) with which Barnes had entered into confidentiality agreements in May-June 2024 and had not withdrawn from the strategic process, during which Barnes management gave each of these counterparties access to a confidential management presentation.

On June 4, 2024, Barnes opened the Phase I Data Room and began granting access to the nine potential counterparties that had entered into confidentiality agreements with Barnes (including Potential Bidder 1, Potential Bidder 2, Party A and Apollo). The Phase I Data Room contained the Summer 2024 Projections. The potential counterparties were also given the opportunity to ask due diligence questions of members of Barnes management as part of the ongoing due diligence. During this period, a number of the potential counterparties asked various questions regarding, among other things, (i) Barnes timing and plan for executing on its business transformation, and the completion of various related initiatives, (ii) the revenue sharing programs (which we refer to as “RSPs”) under which Barnes has an exclusive right to supply designated aftermarket parts over the life of specific aircraft engine programs, focused on the relatively high margins of Barnes’ RSP business and the differing, finite nature of the RSP business itself, given that the revenue Barnes generated from the RSP arrangements would likely decline over time as the specific engine to which each RSP program relates declined in usage and (iii) other matters addressed during the management meetings and information included in the Phase I Data Room.

Beginning on June 4, 2024, each of the nine potential counterparties that had entered into confidentiality agreements with Barnes and had not withdrawn from the strategic process were provided with a transaction process letter consistent with the Board of Directors’ instructions, which requested preliminary indications of interest by June 26, 2024.

On June 20, 2024, representatives of Party A called representatives of Barnes’ financial advisors, and advised them that Party A remained interested in an all-cash acquisition of Barnes at a price per share of $50.00, but that Party A was not willing to participate in a competitive process with other potential counterparties, and as such would not be submitting a formal, written indication of interest in advance of the deadline specified in the process letter, and would not be pursuing further due diligence regarding Barnes unless Barnes was willing to negotiate exclusively with Party A. Party A also noted that Party A was pursuing another potential acquisition in the aerospace sector, and as such it did not have the resources to participate in a competitive process for Barnes.

On June 26, 2024, Apollo submitted a preliminary indication of interest to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price per share of $50.00 (which we refer to as the “June 2024 Apollo Proposal”). The June 2024 Apollo Proposal was subject to Apollo’s satisfactory completion of due diligence and also assumed the completion of a strategic disposition that was part of Barnes’ strategic

transformation at a specified price. Apollo also included in the June 2024 Proposal a summary of the more material due diligence items that Apollo required in order to complete its due diligence. Mr. Hook promptly provided the June 2024 Apollo Proposal to the Board of Directors.

Other than the verbal indication of interest from Party A and the June 2024 Apollo Proposal, no other formal indications of interest were received prior to the June 26, 2024 deadline. Certain potential counterparties (but not Apollo or Party A) contacted representatives of Barnes’ financial advisors and orally expressed interest in potentially acquiring either Barnes’ Aerospace business or its Industrial business, but not both. Additionally, one potential counterparty (which we refer to as “Potential Bidder 3”) orally informed representatives of Barnes’ financial advisors during a telephone call that it might be interested in an all-cash acquisition of Barnes for a price per share in the mid- $40s, but was unable to devote the time and resources to submit a formal, written indication of interest or further progress its due diligence investigation.

Also, on June 26, 2024 Bloomberg published an article reporting market rumors that Barnes was considering various strategic options, including a potential sale, but that no final decisions had been made yet, and that Barnes might choose to remain a standalone, public company.

On June 27, 2024, the Board of Directors held a meeting, which was attended by members of Barnes’ management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton. Mr. Hook provided an update on the strategic process, and summarized the engagement with potential counterparties, including Apollo, Party A, Potential Bidder 1, Potential Bidder 2 and Potential Bidder 3, following the May 3, 2024 meeting of the Board of Directors. Additionally, the Board of Directors reviewed the Summer 2024 Projections, which were the same as the March 2024 Projections, except (i) that Barnes management had removed the contribution of the Associated Spring™ and Heinz Hänggi™ businesses from the 2024 portion of the projections and (ii) different assumptions regarding tax rates and depreciation and amortization were utilized in calculating unlevered free cash flow, in each case, as described in the section of this proxy statement titled “—Certain Financial Projections.”

Representatives of Barnes’ financial advisors then provided an overview of Party A’s oral indication of interest, the June 2024 Apollo Proposal, and the oral feedback from other potential counterparties. Representatives of Barnes’ financial advisors also provided their perspectives on the perceived level of interest by the potential counterparties that had attended meetings with management, including Party A and Apollo, and also discussed with the Board of Directors certain assumptions underlying the indicative valuations included in the preliminary indications of interest, proposed financing plans, the stated timing of required internal and external approvals, and the due diligence requests made by Apollo in the June 2024 Apollo Proposal. Barnes’ financial advisors also reviewed with the Board of Directors certain preliminary financial information relating to Barnes based on the Summer 2024 Projections.

The Board of Directors considered this information in the context of the June 2024 Apollo Proposal, and Party A’s oral indication of interest made on June 20, 2024. The Board of Directors also discussed the possibility of potential counterparties proposing to acquire either Barnes’ Aerospace business or its Industrial business, and strategies to enhance shareholder value, including potentially allowing unrelated potential counterparties to submit a joint bid in which one counterparty would acquire Barnes’ Aerospace business and the other would acquire Barnes’ Industrial business. The Board of Directors also discussed the complexity of structuring such a transaction, and in structuring separate dispositions of the Aerospace and the Industrial businesses, as well as the fact that a transaction involving a joint bid would likely involve more execution risk than a transaction involving a single counterparty. The Board of Directors also discussed Barnes’ progress on its strategic transformation, including the potential transactions and transformation initiatives, and the risks and uncertainties involved in successfully executing these transactions and initiatives (including the strategic disposition discussed in the June 2024 Apollo Proposal). The Board of Directors also discussed the Bloomberg article mentioning market rumors that Barnes was undertaking a strategic review, and the potential impact on Barnes and the strategic process. Following discussion, the Board of Directors decided that Barnes’ management and advisors should engage with any other potentially interested counterparties that might contact Barnes or Barnes’ financial advisors, given the June 26, 2024 Bloomberg report, to gauge their interest in a strategic transaction involving Barnes, and should invite any such counterparties to participate in the strategic process. The Board of Directors also instructed management and Barnes’ advisors to prepare to advance Apollo to a second phase of the strategic process during which more detailed information would be made available to Apollo, but that a determination regarding whether to actually provide such information and continue to engage with Apollo would be made

following the Board of Directors’ meeting in July 2024, at which the Board of Directors planned to consider the June 2024 Apollo Proposal, along with any other indications of interest received prior to such meeting. Following this meeting, in accordance with the Board of Directors’ instructions, Barnes management, with the assistance of Barnes’ advisors, began preparation of a virtual data room containing more detailed diligence information, which we refer to as the “Phase II Data Room.” However, consistent with the Board of Directors’ guidance, Apollo was not provided access to the Phase II Data Room at this time.

Following the June 27, 2024 meeting of the Board of Directors, during the first half of July 2024, representatives of Barnes’ financial advisors received inbound inquiries from a number of potential counterparties indicating potential interest in a strategic transaction involving Barnes. During the second half of July 2024, Barnes entered into confidentiality agreements with three additional potential counterparties, including a foreign, publicly traded investment firm formed to invest in industrial and aerospace companies, which we refer to as “Party B.” Although Party B was publicly traded, given its structure, it did not have access to the capital required to consummate an investment without raising equity capital from its investors (or other persons), in addition to any third party debt that it might also need to incur to complete a transaction. Each of the confidentiality agreements with these potential counterparties included standstill provisions generally restricting the counterparty from seeking to acquire or control Barnes and its subsidiaries. The restrictions on each of these counterparties (including Party B) under the standstill provisions terminated automatically and immediately upon Barnes’ entry into the Merger Agreement.

On July 10, 2024, various media outlets reported that Barnes was conducting a process by which Barnes was exploring a potential sale of the company.

On July 18, 2024, the Board of Directors held a regular meeting, during which members of Barnes management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton participated. During the meeting, representatives of Barnes’ financial advisors provided an update with respect to the strategic process, including the interactions with potential counterparties that had contacted them following the June 27, 2024 Board of Directors’ meeting. Barnes’ financial advisors again reviewed certain preliminary information relating to Barnes based on the Summer 2024 Projections. The Board of Directors also discussed the potential impact on Barnes of the success (or lack thereof) of completing certain strategic transactions and initiatives that formed part of Barnes’ business transformation, including the strategic disposition the consummation of which was one of the assumptions upon which Apollo based its $50.00 per share price in the June 2024 Apollo Proposal.

The Board of Directors then discussed the June 2024 Apollo Proposal, Party A’s oral indication of interest, and the other feedback received to date from potential counterparties. Additionally, the Board of Directors discussed Barnes’ progress with its business transformation initiatives, and that the strategic disposition mentioned in the June 2024 Apollo Proposal was unlikely to be completed on the timeline initially envisioned or at the price indicated in the June 2024 Apollo Proposal. The Board of Directors discussed the risks and uncertainties associated with the business transformation more broadly, including the impact on Barnes’ prospects if the transformation took longer than anticipated, or was not completed at all, in whole or in part. The Board of Directors also discussed potential next steps with respect to the market check, and the best course of action to pursue in order to enhance shareholder value. Following discussion, the Board of Directors decided that Barnes’ management and advisors should (i) provide access to additional due diligence information to Apollo, including materials compiled in the Phase II Data Room, and to provide Apollo with additional meetings with Barnes management in an effort to increase the per share price of $50.00 contained in the June 2024 Apollo Proposal, (ii) contact Party A to determine whether Party A remained interested in an acquisition of Barnes and to encourage Party A to submit a formal indication of interest and (iii) continue to engage with additional potential counterparties (including Party B) and encourage such potential counterparties to participate in the strategic process, and, to the extent that counterparties that previously had expressed interest in either Barnes’ Aerospace business or its Industrial business, allow such counterparties, if they so desired, to submit a joint bid to acquire Barnes.

Following the Board of Directors’ July 18, 2024 meeting, in accordance with the Board of Directors’ instructions, Barnes management, with the assistance of Barnes’ advisors, continued gathering information to place in the Phase II Data Room, as well as information responsive to the due diligence requests set forth in the June 2024 Apollo Proposal. On July 26, 2024, in accordance with the Board of Directors’ instructions, representatives of Barnes’ financial advisors contacted representatives of Apollo to notify them that they had advanced to the second stage of the strategic process, and that additional information would be provided to Apollo in order to provide support for an increase in the valuation of Barnes set forth in the June 2024 Apollo

Proposal. On July 28, 2024, Apollo was granted access to the Phase II Data Room and shortly thereafter, upon Apollo’s request, Barnes gave Apollo permission to share confidential information with potential financing sources, which sources were identified to Barnes. Thereafter, from July 28, 2024 through October 6, 2024, Apollo, with the assistance of its advisors, conducted due diligence on Barnes, including through the materials made available in the Phase II Data Room, site visits to certain of Barnes’ manufacturing and other facilities, and telephone and videoconference calls with members of Barnes management with Barnes’ advisors in attendance.

Additionally, following the Board of Directors’ July 18, 2024 meeting, consistent with the direction of the Board of Directors, representatives of Barnes’ financial advisors again contacted representatives of Party A to determine if Party A was still interested in pursuing an acquisition of Barnes, and, if so, to encourage Party A to submit a formal proposal and to participate in the strategic process. The representatives of Party A informed the representatives of Barnes’ financial advisors that, while Party A might potentially be interested in an acquisition of Barnes in an all-cash transaction valuing Barnes at $50.00 per share, Party A (i) was unwilling to participate in a competitive process and (ii) was pursuing another opportunity in the aerospace sector, and as such was unlikely to be interested in pursuing a transaction involving Barnes until mid-September 2024.

Additionally, following the July 18, 2024 meeting of the Board of Directors, consistent with the direction of the Board of Directors, representatives of Barnes’ financial advisors encouraged Potential Bidder 1, which during its due diligence investigation in June 2024 had expressed interest in Barnes’ Aerospace business, to partner with a potential counterparty (which we refer to as “Potential Bidder 4”) that had received the June 4, 2024 transaction process letter and had expressed interest in a joint bid whereby it would acquire Barnes’ Industrial business. Potential Bidder 1 and Potential Bidder 4 engaged in discussions and continued their due diligence investigation of the Phase I Data Room.

Between July 26-30, 2024, the three counterparties that had entered into confidentiality agreements with Barnes in July 2024 (including Party B) were granted access to the Phase I Data Room and between July 31, 2024 and August 1, 2024 Barnes management conducted meetings with each of these three potential counterparties (including Party B), during which Barnes management gave the counterparties access to a confidential management presentation. On August 6, 2024, consistent with the Board of Directors’ instructions, each of these three potential counterparties (including Party B) were provided with a transaction process letter requesting preliminary indications of interest by August 20, 2024.

On July 26, 2024, Barnes reported its financial results for the second quarter of 2024. In its earnings report, Barnes disclosed that industry supply chain and productivity constraints were negatively impacting Barnes’ OEM business, and that these factors were likely to continue to impact Barnes’ business in the near term. Additionally, in this earnings report, Barnes updated its full year 2024 guidance from the guidance provided in its earnings report for the first quarter of 2024, including reducing the guidance with respect to Barnes’ earnings per share for 2024 from a range of $1.62 to $1.82 to a range of $1.55 to $1.75.

Following Barnes’ release of its financial results for the second quarter of 2024, as described in the section of this proxy statement titled “—Certain Financial Projections,” Barnes management updated the 2024 fiscal year portion of the Summer 2024 Projections to reflect Barnes’ actual results for the first six months of 2024 and Barnes management’s updated view with respect to the final six months of 2024, taking into account changes in the internal and external business environment, including supply chain disruptions affecting Barnes’ Aerospace business, as well as general market softness impacting Barnes’ Industrial business. This 6 + 6 Update (as defined in the section of this proxy statement titled “—Certain Financial Projections”) was provided to Apollo, Party B, Party C (as defined below), Potential Bidder 1, Potential Bidder 4 and other participants in the strategic process that were actively considering a strategic transaction with Barnes in August 2024.

On August 1, 2024, a private equity firm, which we refer to as “Party C,” contacted representatives of Barnes’ financial advisors and expressed interest in pursuing a strategic transaction with Barnes. On August 12, 2024, Barnes entered into a confidentiality agreement with Party C, which included a standstill provision generally restricting Party C from seeking to acquire or control Barnes and its subsidiaries. The restrictions on Party C under the standstill provision terminated automatically and immediately upon Barnes’ entry into the Merger Agreement. Additionally, on August 12, 2024, consistent with the Board of Directors’ instructions, Barnes granted Party C access to the Phase I Data Room and distributed a transaction process letter to Party C requesting an indication of interest by no later than August 20, 2024. Party C advised representatives of Barnes’ financial advisors that it would work as quickly as possible to prepare an indication of interest, and which it

intended to submit before the end of August 2024. Mr. Hook also agreed to schedule an in-person dinner meeting with a representative of Party C on August 21, 2024 so that the representative of Party C could discuss with Mr. Hook Barnes’ business and Party C’s investment thesis regarding a transaction. Barnes also agreed to permit Party C to share information with certain identified potential third-party financing sources.

On August 20, 2024, Party B submitted a preliminary indication of interest to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price range of $45.00 to $48.00 per share (which we refer to as the “August 2024 Party B Proposal”). The August 2024 Party B Proposal was subject to (i) Party B’s completion of due diligence, (ii) Barnes agreeing to an exclusivity period during which Barnes would negotiate only with Party B, (iii) confirmation from the Board of Directors that if Party B made a binding offer following the exclusivity period within the price per share range indicated in the August 2024 Party B Proposal, the Board of Directors would recommend that Barnes stockholders accept the offer and (iv) approval of Party B’s shareholders. Additionally, Party B stated in the August 2024 Party B Proposal that it intended to obtain fully underwritten financing commitments that would underwrite both Party B’s required equity offering and any required debt financing. Based on conversations with representatives of Party B, it was believed that Party B would also require a period of time prior to the execution of any definitive documentation during which it would need to describe the proposed transaction to certain of its investors, and confirm that its investors approved of and intended to invest in, an equity offering to raise the equity capital required for the transaction, and that third parties were unlikely to provide underwritten financing commitments without formal commitments from such large investors to participate in an eventual equity offering by Party B. Following its submission of the August 2024 Party B Proposal, Mr. Hook agreed to Party B’s request for an in-person lunch meeting with representatives of Party B on August 27, 2024, in order for the representative of Party B to discuss Party B’s investment thesis and strategic approach with respect to a transaction. The August 2024 Party B Proposal was promptly provided to the Board of Directors.

Additionally, on August 20, 2024, (i) one of the other potential counterparties that had received the August 6, 2024 transaction process letter orally indicated to representatives of Barnes’ financial advisors that it might be interested in an acquisition of Barnes for a price per share in the mid-$40s, but was more interested in an acquisition of Barnes’ Industrial business and was unwilling to submit a formal, written indication of interest for an acquisition of Barnes and (ii) Potential Bidder 1 and Potential Bidder 4 contacted representatives of Barnes’ financial advisors, stating that they might be interested in a joint bid for an acquisition of Barnes at a price per share in the low $40s, but did not anticipate submitting a formal indication of interest or expending significant resources to pursue such a transaction.

On August 21, 2024, the Board of Directors held a meeting, which was attended by members of Barnes’ management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton. During this meeting, members of Barnes management reviewed the 6 + 6 Update with the Board of Directors. Additionally, representatives of Barnes’ financial advisors provided an update on the developments in the strategic process, including the progress of the potential counterparties, including Apollo, Party B, Party C and Potential Bidder 1 and Potential Bidder 4, and described the August 2024 Party B Proposal. Additionally, representatives of Wachtell Lipton provided a summary of the draft merger agreement that they had prepared with assistance from Barnes management, which Barnes would be in a position to share with potential counterparties if and when authorized by the Board of Directors. Following a discussion of these developments, the Board of Directors determined to reconvene following receipt of Party C’s indication of interest, which was expected within approximately one week, to determine appropriate next steps.

Additionally, on August 21, 2024, Mr. Hook and the representative of Party C held their previously scheduled dinner meeting to discuss Barnes’ business and Party C’s investment thesis with respect to a potential acquisition of Barnes. During this dinner meeting, the representative of Party C informed Mr. Hook that Party C generally had not invested in companies in the Aerospace or Industrial sectors, and that an investment in Barnes would represent the establishment of a new business “vertical” for Party C.

On August 23, 2024, representatives of Apollo submitted a revised non-binding indication of interest (which we refer to as the “August 2024 Apollo Proposal”) to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price per share of $45.50 per share, representing a decrease of $4.50 per share from valuation set forth in the June 2024 Apollo Proposal. In the August 2024 Apollo Proposal, Apollo stated that the reduction in the per share consideration was a result, among other things, of Barnes’ earnings results for the second quarter of 2024 falling short of expectations and Barnes’ updated forecast for the last six months of

2024 contained in the 6 + 6 Update, and the risk that Barnes would be unable to achieve the projected results for the second half of 2024 set forth in the 6 + 6 Update and other projected results set forth in the Summer 2024 Projections. Apollo also identified certain findings during its due diligence investigation that negatively impacted its views with respect to valuation. The August 2024 Apollo Proposal stated that Apollo had substantially completed its business due diligence and included a draft exclusivity agreement providing for a 14-day exclusivity period during which Barnes would be restricted from engaging with other potential counterparties and Apollo would complete any remaining confirmatory due diligence and negotiate definitive documentation providing for a transaction. The August 2024 Apollo Proposal was promptly provided to the Board of Directors.

On August 25, 2024, the Board of Directors held a meeting which was attended by members of Barnes’ management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton. During this meeting, Mr. Hook and representatives of Barnes’ financial advisors provided an overview of the August 2024 Apollo Proposal. Additionally, representatives of Barnes’ financial advisors informed the Board of Directors that Party C had advised them that Party C expected to submit an indication of interest on or about August 27, 2024. The Board of Directors then discussed the August 2024 Apollo Proposal, including the factors identified by Apollo as the causes of the reduction in the per share price as compared to the June 2024 Apollo Proposal. Members of the Board of Directors and members of Barnes management discussed the continued supply chain disruptions in the OEM market, and its potential to continue to negatively impact Barnes’ Aerospace business. Additionally, members of Barnes management advised the Board of Directors that, in addition to the 6 + 6 Update that previously had been completed and shared with potential counterparties, including Apollo, Party B and Party C, members of Barnes management were working to update the 2025-2028 portion of the Summer 2024 Projections to reflect management’s updated views, but that in order to do so it was necessary to have further discussions with Barnes’ largest Aerospace customer regarding such customer’s revised outlook given recent supply chain difficulties. Following this discussion, the Board of Directors determined to reconvene once Party C had submitted its indication of interest, and determine appropriate next steps, including with respect to Apollo and Party B, at such time.

On August 27, 2024, Party C submitted a preliminary indication of interest to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price range of $54.00 to $56.00 per share (which we refer to as the “August 2024 Party C Proposal”). The August 2024 Party C Proposal was subject to Party C’s completion of due diligence and execution of definitive documentation, a process that Party C stated could be completed in six weeks. The August 2024 Party C Proposal also highlighted the areas of due diligence upon which Party C intended to focus. The August 2024 Party C Proposal was promptly provided to the Board of Directors.

Also, on August 27, 2024, representatives of Party B held their previously scheduled lunch meeting with Mr. Hook, during which they discussed Barnes’ business and described Party B’s investment thesis and strategic approach.

On August 30, 2024, the Board of Directors held a meeting, which was attended by members of Barnes’ management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton. Representatives of Barnes’ management provided an update to the Board of Directors on their discussions with Barnes’ largest Aerospace customer regarding such customer’s revised outlook given recent supply chain difficulties and management’s progress on updating the 2025-2028 portion of the Summer 2024 Projections. Representatives of Barnes’ financial advisors then provided an update on the developments in the strategic process, and an overview of the August 2024 Party C Proposal. Additionally, representatives of Barnes’ financial advisors informed the Board of Directors that, on August 29, 2024, representatives of Apollo had contacted them and advised them that Apollo would not be willing to hold the August 2024 Apollo Proposal open for an unlimited period and that, if Barnes did not engage with Apollo on its proposal, Apollo would abandon its efforts to acquire Barnes and focus on other potential opportunities. The Board of Directors discussed the August 2024 Party C Proposal, and strategic considerations in responding to such proposal. Additionally, the Board of Directors discussed the August 2024 Apollo Proposal and the August 2024 Party B Proposal. In particular, the Board of Directors noted that, given that Party B and Party C each had joined the strategic process more than one month after Apollo, and had submitted their preliminary proposals more than seven weeks after Apollo had submitted the June 2024 Apollo Proposal, Party B and Party C had not conducted the same level of due diligence on Barnes as Apollo, and had not yet had the opportunity to review the information in the Phase II Data Room, which Apollo had cited in justifying the decrease in the per share price set forth in the August 2024 Apollo Proposal. Additionally, the

Board of Directors discussed that the per share price set forth in the August 2024 Party B Proposal and the August 2024 Party C Proposal were necessarily based on the preliminary information to which Party B and Party C had been given access to date, and that it would be necessary to give them access to the Phase II Data Room and any other information they required in order to enable them to complete their due diligence and provide their final view with respect to valuation. The Board of Directors also discussed that Party B’s financing plan was uncertain given that Party B required a period of exclusivity during which it would contact potential financing sources in order to explore obtaining committed financing and that, unlike Apollo or Party C, Party B did not have ready access to a large pool of committed capital to provide the equity financing necessary for an acquisition of Barnes. The Board of Directors discussed that an acquisition of Barnes by Party B would also require the approval of Party B’s shareholders, which would need to be obtained at a meeting of Party B’s shareholders after the announcement of a transaction with Barnes. The Board of Directors also discussed with Barnes management and Barnes’ financial advisors the six-week timeline included in the August 2024 Party C Proposal, and whether it was possible to accelerate such timeline.

Following this discussion, the Board of Directors determined that Barnes management and Barnes’ financial advisors should endeavor to advance the due diligence investigation of Party C as quickly as possible so that Party C could confirm the valuation of Barnes set forth in the August 2024 Party C Proposal while also keeping Apollo and Party B involved in the strategic process. In order to facilitate that result, the Board of Directors instructed Barnes management and Barnes’ financial advisors to inform Apollo that it would need to increase the per share price set forth in the August 2024 Apollo Proposal as such price would likely be insufficient. Additionally, given the need for Party B to spend significant additional time to explore whether it could obtain committed financing for the transaction, and additional conditionality associated with a Party B transaction, the Board of Directors instructed Barnes management and Barnes’ financial advisors to request that Party B provide a proposal with a higher degree of certainty and a more expedited timeline than as set forth in the August 2024 Party B Proposal, and to increase the per share price set forth in the August 2024 Party B Proposal. In order to obtain final proposals from Apollo, Party B and Party C so that the Board of Directors could make a determination whether to abandon the strategic process and pursue its standalone plan, pursue a transaction with Apollo, Party B or Party C, or pursue a different alternative, the Board of Directors also instructed Barnes management and Barnes’ advisors to take such other steps as necessary to obtain revised proposals from Apollo, Party B and Party C based on a similar level of information and timeframe, including by sharing the revisions to the Summer 2024 Projections, once available, with Apollo, Party B and Party C, and, if advisable, by distributing an updated transaction process letter to Apollo, Party B and Party C, along with the draft merger agreement previously reviewed by the Board of Directors at its August 21, 2024 meeting.

Following the meeting, in accordance with the Board of Directors’ instructions, on August 30, 2024, Party C was provided access to the Phase II Data Room, and was advised that Barnes and its advisors were prepared to provide the due diligence information Party C required to finalize the August 2024 Party C Proposal.

During early September 2024, the Board of Directors’ feedback was separately discussed with each of Apollo and Party B. During this period, Party B was also granted access to the Phase II Data Room.

On September 5, 2024, Barnes management completed its updates to the Summer 2024 Projections, and made available the September 2024 Projections (as defined in the section of this proxy statement titled “—Certain Financial Projections”) to the Board of Directors. Shortly thereafter, the September 2024 Projections were made available to each of Apollo, Party B and Party C. Members of Barnes management engaged in separate discussions during the first two weeks of September 2024 with each of Apollo, Party B and Party C regarding the September 2024 Projections.

Additionally, on September 6, 2024, in response to Party C’s request, members of Barnes management held an in-person management meeting with representatives of Party C, during which representatives of Party C sought to advance its due diligence investigation of Barnes. Party C also conducted site visits to certain of Barnes’ facilities during the first half of September 2024. During this period, Party C’s due diligence efforts focused on, among other things, gaining a better understanding of the future prospects of Barnes’ Aerospace business and the future growth prospects of, and M&A opportunities related to, Barnes’ Industrial business.

Between September 7-9, 2024, consistent with the Board of Directors’ instructions, a transaction process letter was sent to each of Apollo, Party B and Party C requesting revised proposals for an acquisition of Barnes by September 18, 2024. The process letter stated that following receipt of these revised proposals, it was Barnes’

intention to select one or more parties to conduct final, confirmatory due diligence and to negotiate a merger agreement leading to submission of definitive, binding offers on an expeditious timeframe. On September 8, 2024, the draft merger agreement was uploaded to the Phase II Data Room.

On September 11, 2024, the Board of Directors held a regular meeting, during which members of Barnes management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton participated. During this meeting, Mr. Hook and representatives of Barnes’ financial advisors provided an update on the developments in the strategic process and their interactions with Apollo, Party B and Party C, and noted that each of Apollo, Party B and Party C had advised them that they intended to submit revised proposals on the timeline specified in the transaction process letter distributed earlier in September 2024, except that Party C had noted that it would likely be submitting its revised proposal shortly after the September 18, 2024 deadline, as Party C had scheduled a September 19, 2024 meeting of its investment committee with respect to its consideration of a strategic transaction involving Barnes. The Board of Directors discussed that Party C viewed an acquisition of Barnes as the establishment of a new business “vertical” for Party C and previously had not completed an acquisition of a public company in the sectors in which Barnes operated. Barnes’ financial advisors then reviewed preliminary financial information relating to Barnes based on the September 2024 Projections. The Board of Directors discussed this preliminary financial information, and the September 2024 Projections, and that achieving the projected results set forth in the September 2024 Projections would require Barnes to successfully execute its strategic standalone business transformation. The Board of Directors noted that successfully executing the business transformation was subject to a number of risks, including that accomplishing the transformation required completing a number of interrelated strategic, operational and structural initiatives in a relatively short period, and that as of September 2024, Barnes had a significant amount of work to undertake to accomplish these initiatives. The Board of Directors also discussed the continued supply chain disruptions in the OEM market, and the potential negative impact of such continued disruption on Barnes’ financial results. The Board of Directors instructed management and its advisors to continue facilitating the respective due diligence efforts of each of Apollo, Party B and Party C, and noted that the Board of Directors would be able to determine appropriate next steps once Apollo, Party B and Party C submitted their updated proposals on or about September 18, 2024. Additionally, the Board of Directors also instructed Barnes’ financial advisors to again contact Party A to gauge Party A’s interest in pursuing an acquisition of Barnes, and to encourage Party A to participate in the strategic process.

Following the September 11, 2024 meeting of the Board of Directors, members of Barnes management continued to support the due diligence efforts of each of Apollo, Party B and Party C, including by conducting a number of due diligence teleconferences with each of Apollo, Party B and Party C, and holding an in-person meeting with representatives of Party B. Representatives of Barnes’ financial advisors also attended these teleconferences and the in-person meeting.

Additionally, on September 11, 2024, representatives of Apollo’s outside legal counsel, Latham & Watkins LLP (which we refer to as “Latham”), shared a list of issues presented by the draft merger agreement provided in the Phase II Data Room with representatives of Wachtell Lipton, and requested that representatives of Wachtell Lipton engage in a negotiation of the material terms. Among other matters, the issues list noted that Apollo was unwilling to permit Barnes to continue paying its regular quarterly cash dividend of $0.16 per share without prior consent from Apollo following the execution of definitive documentation providing for a transaction. The draft merger agreement provided in the Phase II Data Room permitted Barnes to pay its regular quarterly cash dividend of $0.16 per share during the period between the execution of definitive documentation and the consummation of a transaction. Representatives of Wachtell Lipton advised representatives of Latham that Barnes and its advisors would not engage in any negotiation of the merger agreement or other transaction documentation unless and until the Board of Directors instructed them to do so.

On September 15, 2024, in accordance with the Board of Directors’ directives, Barnes management made available to each of Apollo, Party B and Party C its estimates of Barnes’ monthly results for each of July 2024 and August 2024, and an estimated outlook for Barnes’ September 2024 results.

On September 17, 2024 and September 18, 2024, in accordance with the Board of Directors’ directives, representatives of Barnes’ financial advisors had a teleconference with representatives of Party A, during which the September 2024 Projections, the update containing Barnes management’s estimates of Barnes’ financial results for July 2024 and August 2024 and the estimated outlook for September 2024 that had been made available to Apollo, Party B and Party C on September 15, 2024 were also made available to Party A. Consistent

with the direction of the Board of Directors, representatives of Barnes’ financial advisors encouraged the representatives of Party A to submit a formal indication of interest to acquire Barnes by the end of the week. The representatives of Party A indicated that while Party A remained interested in an acquisition of Barnes, Party A’s extensive engagement in another strategic process had consumed Party A’s resources such that Party A was not prepared to submit an indication of interest on that timeline. However, they verbally confirmed that they believed that Party A’s valuation of Barnes remained at $50.00 per share, but would require further due diligence to confirm this belief, and expressed an interest in re-engaging in due diligence on Barnes in the event that there was a path available to Party A to reach a transaction with Barnes.

On September 18, 2024, representatives of Apollo submitted a revised non-binding proposal (which we refer to as the “September 18 Apollo Proposal”) to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price per share of $46.00, representing an increase of $0.50 per share from the per share price set forth in the August 2024 Apollo Proposal. The September 18 Apollo Proposal included a markup of the draft merger agreement, along with forms of the equity commitment letter, limited guarantee and debt commitment letters. In particular, the markup of the merger agreement prohibited Barnes from declaring or paying any cash dividends without prior consent from Apollo during the period between the execution of the merger agreement and the closing of a transaction. Additionally, in the September 2024 Apollo Proposal, Apollo noted that it was increasing its per share price despite additional “material negative findings” in its due diligence conducted since making the August 2024 Apollo Proposal, Barnes’ recent financial results, and downward revisions by Barnes of its expected 2024 results during the pendency of the strategic process. The September 18 Apollo Proposal noted that Apollo had completed the overwhelming majority of its confirmatory due diligence, and that Apollo was prepared to complete any remaining due diligence and negotiate definitive documentation with Barnes in a matter of days, subject to Barnes agreeing to negotiate exclusively with Apollo for a seven-day period. Apollo also included with the September 18 Apollo Proposal a form of exclusivity agreement providing for a seven-day exclusivity period. The September 18 Apollo Proposal was promptly provided to the Board of Directors. In the September 18 Apollo Proposal, Apollo noted that its mandate was to either execute the transaction quickly or proceed with other opportunities that Apollo was actively pursuing.

Also, on September 18, 2024, representatives of Party B submitted a revised non-binding proposal (which we refer to as the “September 18 Party B Proposal”) to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price per share of $49.00, representing an increase of $1.00 per share from the top end of the per share price range set forth in the August 2024 Party B Proposal. The September 18 Party B Proposal was subject to the completion of due diligence and the negotiation of definitive documentation. In the September 18 Party B Proposal, Party B proposed a timeline of at least five weeks to finalize its due diligence and negotiate definitive documentation. In particular, Party B proposed a two-week period during which Party B and its advisors would have “full and uninterrupted access” to Barnes and members of management, during which time Party B would work to finalize its due diligence, and Barnes and Party B would work to negotiate final forms of the transaction documentation. Party B also proposed in the September 18 Party B Proposal that following this two-week period, assuming the successful completion of due diligence and negotiation of definitive documentation, there would be an additional three-week period during which Party B would explore obtaining committed equity and debt financing for the transaction, including by contacting Party B’s existing equity investors. During this three-week period, Party B proposed that Barnes would work exclusively with Party B (and not with any other potential counterparties). Additionally, in the September 18 Party B Proposal, Party B stated that it would not be prepared to approach its potential equity financing sources without knowing that the Board of Directors would recommend the transaction with Party B to Barnes stockholders. Only after successfully completing this five-week process would Party B be prepared to execute binding documentation with Barnes providing for a transaction. The September 18 Party B Proposal also noted that completion of a transaction with Party B would require the approval of Party B’s shareholders, which would occur at a meeting of Party B’s shareholders following the execution of definitive documentation. Party B did not submit any proposed transaction documents or feedback on the draft merger agreement with the September 18 Party B Proposal. The September 18 Party B Proposal was promptly provided to the Board of Directors.

On September 20, 2024, representatives of Party C contacted representatives of Barnes’ financial advisors and advised them that, based on its due diligence findings, Party C was no longer interested in an all-cash acquisition of Barnes, and would not be submitting a revised proposal, but instead was interested in potentially making a joint bid with a partner whereby the partner would acquire Barnes’ Industrial business and Party C would acquire Barnes’ Aerospace business. However, representatives of Party C noted that Party C had not had

any discussions with potential partners that might participate in such a transaction. The representatives of Party C also noted that, alternatively, Party C might be interested in entering into a financing arrangement with potential acquirors of Barnes whereby Party C would provide financing to a potential acquiror in exchange for an interest in the future profits of Barnes’ RSP programs. Representatives of Barnes’ financial advisors promptly relayed this conversation to Mr. Hook, other members of Barnes management and representatives of Wachtell Lipton.

On September 22, 2024, the Board of Directors held a meeting, during which members of Barnes management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton participated. A representative of Wachtell Lipton reviewed the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Barnes. Additionally, prior to the meeting, Barnes’ financial advisors had provided the Board of Directors with certain information regarding their respective material investment banking relationships with Barnes, Apollo, Party A, Party B, Party C and certain of their respective affiliates during the prior approximately two-year period. A representative of Wachtell Lipton reviewed these relationship disclosures with the Board of Directors. Representatives of Barnes’ financial advisors then updated the Board of Directors on developments since its last meeting, including the receipt of the September 18 Apollo Proposal and the September 18 Party B Proposal and the conversations with each of Party A and Party C. Mr. Hook and members of Barnes management then reviewed with the Board of Directors Barnes’ anticipated results for the third quarter of 2024, noting that estimated results in July 2024 and August 2024 had been weaker than anticipated, but that the September 2024 results were anticipated to exceed expectations. The Board of Directors then discussed the significant risks associated with the September 18 Party B Proposal, including that Party B could not guarantee obtaining committed financing for an acquisition of Barnes for at least another five weeks, and that Party B might not be able to obtain committed financing at all if potential equity investors did not support an acquisition of Barnes. Additionally, during Party B’s proposed three-week exploration of financing alternatives, Party B was insistent that Barnes agree to negotiate exclusively with Party B. Furthermore, even if Party B was able to successfully complete this five-week process, obtain committed financing and enter into a binding agreement with Barnes, the consummation of a transaction would be subject to the approval of Party B’s shareholders, an approval not required for Apollo, Party A or Party C to consummate a transaction with Barnes. Additionally, because of Party B’s structure, that it was controlled by non-U.S. persons and the nature of Barnes’ business, an acquisition of Barnes by Party B would also require the approval of the Committee on Foreign Investment in the United States (“CFIUS”), which approval would not be required for an acquisition of Barnes by any of Apollo, Party A, Party C or their respective affiliates. The Board of Directors also discussed Party C’s feedback, noting that Party C had not identified a potential partner for its proposed joint bid and that locating any such partner and negotiating a transaction among Barnes, Party C and such a third party was likely to be a complex and time intensive endeavor and was unlikely to be completed in the near term. Additionally, the Board of Directors discussed that Party C’s idea of acting as a financing provider to a potential acquiror of Barnes was also a complex transaction that was unlikely to be completed in the near term, and that no potential counterparty participating in the strategic process had expressed interest in such an arrangement, or a desire to obtain financing in such a manner. The Board of Directors also discussed that, based on the communications from representatives of Apollo, there was potential significant risk that Apollo would abandon the strategic process and withdraw its offer if Barnes decided to extend the timeline in order to further investigate Party C’s proposals, or to accommodate Party B’s five-week timetable.

The Board of Directors then discussed whether continuing the strategic process with Apollo, Party A, Party B and/or Party C (or any other potential counterparties) was the best alternative to enhance shareholder value, or whether it would be preferable to terminate the strategic process and focus on successfully executing Barnes’ previously announced business transformation. In particular, the Board of Directors discussed that during the course of 2024, Barnes had lowered its external guidance with respect to its anticipated 2024 results, and that since the Barnes Long-Range Plan had been made available to the Board of Directors in early 2024, Barnes’ anticipated results for 2024 had weakened. The Board of Directors also discussed that achieving the results for 2025-2028 set forth in the September 2024 Projections required achieving Barnes’ publicly announced business transformation by completing a number of interrelated strategic, operational and structural initiatives in a relatively short period, that executing these initiatives in 2024 had been difficult, and that there was a risk that these initiatives would not be completed on the anticipated timeline (or at all). Furthermore, the Board of Directors discussed the benefits and risks of terminating the strategic process, or extending it for a significant period, including that terminating the process could offer Barnes time to successfully execute its strategic transformation, but could also result in Apollo, Party A and other potential counterparties abandoning the

strategic process, and that there was no guarantee that Barnes would successfully achieve the same value in a strategic process conducted at a later time as could be obtained by a transaction with a counterparty in the near term if it terminated the process. The Board of Directors also discussed that extending the strategic process for additional time would pose risks to Barnes management successfully executing the standalone plan and accomplishing the business transformation given that management would need to continue to devote significant time and resources to the strategic process, and that the failure to execute the near-term portions of the standalone plan could result in the failure of such an extended strategic process, leaving Barnes’ business in a weaker state without the certainty of value provided by a transaction in the near term. Additionally, the Board of Directors noted that Barnes’ stock price might decline if it became clear that Barnes had terminated the strategic process, given the media reports from the summer of 2024 regarding Barnes’ potential consideration of a sale of the company.

The Board of Directors then discussed the $46.00 per share price contained in the September 18 Apollo Proposal, and that it was $4.00 less than the $50.00 per share price that representatives of Party A had orally conveyed that Party A might be able to provide, subject to further due diligence. The Board of Directors also discussed that, since March 2024, despite several attempts to encourage Party A to submit a formal, non-binding indication of interest, Party A had thus far refused to do so, and while Party A had several times verbally indicated a price of $50.00 per share, since March 2024, Party A had not shown a willingness to devote significant time or resources to evaluating an acquisition of Barnes, and that there was a significant risk that upon further access to due diligence information, after an extended review, Party A would either lower its bid (as it had in March 2024), or abandon a transaction altogether. The Board of Directors also discussed the $46.00 per share price contained in the September 18 Apollo Proposal, including in relation to the preliminary financial information previously reviewed with the Board of Directors by Barnes’ financial advisors. Following this discussion, the Board of Directors decided that that members of management and Barnes’ advisors should (i) contact Apollo and inform Apollo that $46.00 per share was insufficient, but that Board of Directors would likely be willing to proceed with a transaction at a price per share of $48.50, subject to the negotiation of acceptable definitive documentation in a matter of days, which definitive documentation would permit Barnes to declare and pay a regular quarterly cash dividend of $0.16 per share, (ii) contact Party A and advise Party A that if it could complete its due diligence and negotiate mutually definitive documentation within a matter of weeks, the Board of Directors would likely be willing to proceed with a transaction with Party A that valued Barnes at a price per share of $50.00, (iii) inform Party B that the September 18 Party B Proposal did not provide the requisite combination of speed and certainty that the Board of Directors would require in an acquisition of Barnes, and that if Party B were able to comprehensively address these issues, the Board of Directors might be willing to proceed with a transaction with Party B that valued Barnes at a price per share of at least $49.00 and (iv) pause further engagement with Party C.

Between September 22 and September 24, 2024, consistent with the direction of the Board of Directors, representatives of Barnes’ financial advisors separately contacted Apollo, Party A and Party B to provide the Board of Directors’ feedback to each respective party.

On September 23, 2024, representatives of Party B provided a revised accelerated timeline that outlined a path to executing definitive documentation in three weeks providing for an acquisition of Barnes by Party B in an all-cash transaction valuing Barnes at a price of $49.00 per share. The accelerated timeline consisted of one week of confirmatory due diligence, which due diligence items Party B identified on September 25, 2024. The accelerated timeline proposed that following completion of the one-week confirmatory due diligence period, there would be a two-week period during which (i) Party B and Barnes would negotiate definitive documentation and (ii) Party B would explore obtaining committed equity and debt financing for the transaction, including by contacting certain of Party B’s existing equity investors. During this two-week period, Barnes was expected to agree to engage exclusively with Party B. Party B’s updated timetable did not change that consummation of a transaction with Party B would be subject to (a) approval by CFIUS and (b) approval by Party B’s shareholders following the execution of definitive documentation. In connection with the proposed accelerated timeline, Party B did not submit any feedback regarding or a revised draft of the merger agreement provided in the Phase II Data Room, and did not provide drafts of any proposed transaction documents.

Also, on September 23, 2024, Party C submitted a non-binding preliminary indication of interest (which we refer to as the “September 23 Party C Proposal”) that proposed two alternatives: (i) a willingness to submit a joint bid with another counterparty to acquire Barnes in an all-cash transaction whereby Party C would acquire

Barnes’ Aerospace business and the other counterparty would acquire Barnes’ Industrial business or (ii) a proposal that Party C provide financing to a potential acquiror of Barnes, secured by an interest in the future profits of Barnes’ RSP programs. The September 23 Party C Proposal noted that Party C would need to first identify a counterparty with which to partner on its joint bid, and that the joint bid would be subject to due diligence (including the due diligence of Party C’s partner with respect to the Industrial business) and the negotiation of definitive documentation. Party C stated that, with the right partner, the joint bid could potentially deliver value in a range of $47.50-$50.00 per share. The September 23 Party C Proposal did not include a proposed timetable for completion of either alternative. The September 23, 2024 Party C Proposal was promptly provided to the Board of Directors.

Following the September 22, 2024 meeting of the Board of Directors, between September 22-26, 2024, representatives of Party A engaged in several teleconferences with members of Barnes management during which Party A progressed its due diligence investigation. During this period, in accordance with the Board of Directors’ directives, representatives of Barnes’ financial advisors continued to encourage Party A to submit a formal, written indication of interest with respect to an acquisition of Barnes.

On September 26, 2024, representatives of Apollo submitted a revised non-binding proposal (which we refer to as the “September 26 Apollo Proposal”) to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price per share of $47.00 per share, representing an increase of $1.00 per share from the price per share set forth in the September 18 Apollo Proposal and an increase of $1.50 per share from the price per share set forth in the August 2024 Apollo Proposal. In the September 26 Apollo Proposal, Apollo noted that the valuation of $47.00 per share represented Apollo’s “best and final” offer with respect to an acquisition of Barnes, requested that the Board of Directors provide a response to the September 26 Apollo Proposal by no later than 10:00 p.m. Eastern Time on September 27, 2024, and noted that Apollo did not intend to participate further in the process if Barnes did not provide a response on this timeline. Additionally, Apollo noted that Barnes and its advisors should refer to the terms of the September 18 Apollo Proposal for the terms of the September 26 Apollo Proposal other than the per share price. The September 26 Apollo Proposal was promptly provided to the Board of Directors.

On September 27, 2024, representatives of Party A contacted representatives of Barnes’ financial advisors and advised them that, based on Party A’s due diligence investigation, Party A was potentially interested in an all-cash acquisition of Barnes at a price per share range of $47.00-$48.00, subject to further due diligence and the negotiation of definitive documentation. Representatives of Party A also advised representatives of Barnes’ financial advisors that Party A would only be willing to explore such a transaction if Barnes agreed to negotiate exclusively with Party A. The representatives of Party A further explained that Party A did not intend to submit a formal, written indication of interest with respect to a proposed transaction at this time, and did not commit to a specific timetable during which Party A could submit a written indication of interest, or complete its due diligence and negotiate definitive documentation. Later on September 27, 2024, representatives of Party A made a telephone call to Mr. Hook during which they conveyed the same message Party A had conveyed to representatives of Barnes’ financial advisors.

Later, on September 27, 2024, the Board of Directors held a meeting, during which members of Barnes management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton participated. Mr. Hook and representatives of Barnes’ financial advisors updated the Board of Directors on developments since its last meeting on September 22, 2024, and described the terms of the September 26 Apollo Proposal and the accelerated timeline that Party B had proposed on September 23, 2024. Mr. Hook and the representatives of Barnes’ financial advisors also summarized their respective September 27, 2024 conversations with Party A. Following this update, Barnes’ financial advisors again reviewed with the Board of Directors certain preliminary financial information relating to Barnes based on the September 2024 Projections. A representative of Wachtell Lipton also described certain issues presented by the markup of the merger agreement submitted by Apollo in connection with the September 18 Apollo Proposal, including the prohibition on the payment of Barnes’ regular quarterly cash dividend of $0.16 per share without prior consent from Apollo.

The Board of Directors then discussed the developments in the strategic process. In particular, the Board of Directors discussed that after receiving preliminary due diligence information, Party A’s estimated valuation of Barnes had declined from $50.00 per share to a range of $47.00-$48.00 per share, and that there was a risk that Party A might not be interested in pursuing a transaction with Barnes even if Barnes agreed to negotiate exclusively with Party A, and that, despite multiple invitations to do so during the pendency of the strategic

process, Party A had declined to submit a written non-binding indication of interest to acquire Barnes or devote significant resources to investigating a transaction with Barnes. With respect to Party B, the Board of Directors discussed that the three-week accelerated timeline proposed by Party B had not meaningfully addressed the issues related to speed and certainty presented by the September 18 Party B Proposal. In particular, pursuing a transaction with Party B would require Barnes to agree to a period of exclusivity during which Party B would attempt to obtain billions of dollars in committed financing from investors currently unaware that Party B was considering an acquisition of Barnes, and a negative reaction from such investors could result in a decrease in the valuation proposed by Party B, or Party B abandoning the transaction altogether. The Board of Directors also discussed how Party B’s inability to propose a transaction with committed financing without a pre-signing period to market the transaction to investors presented substantial financing risk that was not present in a transaction with Apollo. Furthermore, the Board of Directors noted that, despite Party B having proposed the accelerated timeline, it had not submitted any feedback on the draft merger agreement made available in the Phase II Data Room more than two weeks prior, or shared any other draft transaction documents, despite insisting in its new timeline that negotiation of such documents would commence immediately. Additionally, the Board of Directors discussed that a transaction with Party B would also be subject to (a) approval of CFIUS and (b) approval by Party B’s shareholders following the execution of definitive documentation, conditions that would not exist in a transaction with Apollo. The Board of Directors also discussed the September 23 Party C Proposal, and agreed that, for the same reasons discussed at its September 22, 2024 meeting, neither of Party C’s proposed alternatives were actionable or realistic without significantly extending the timeline of the strategic process, and that even if the strategic process was extended, each of the Party C’s proposed alternatives presented significant execution risks.

The Board of Directors then discussed potential responses to the September 26 Apollo Proposal. In particular, the Board of Directors noted that Apollo had stated that this proposal, and the $47.00 per share price set forth therein, was its “best and final” offer. The Board of Directors also noted that in order to proceed with a transaction, Apollo continued to demand a seven-day exclusivity period. The Board of Directors also discussed the benefits and risks of extending the strategic process to investigate the possibility that a transaction with Party A, Party B or Party C might provide more value to Barnes stockholders than pursuing a transaction with Apollo, noting that if the Board of Directors chose to extend the strategic process, there was no guarantee that Apollo would continue to participate in the strategic process, and that Apollo had stated that it would likely abandon the strategic process if alignment on a transaction was not reached within a matter of days. The Board of Directors also discussed that meaningfully extending the strategic process would likely result in Barnes reporting its results for the third quarter of 2024 prior to the announcement of a transaction, which announcement could have an impact on the strategic process, and the willingness of Apollo, Party A, Party B and/or Party C to proceed with a transaction, or have an impact on their views with respect to value. The Board of Directors then discussed the possibility of terminating the strategic process, and instead continuing its efforts to successfully execute Barnes’ publicly announced business transformation and not pursuing a transaction with Apollo or any other counterparty. During this discussion, the Board of Directors considered, among other things, the factors, risks and uncertainties that it had discussed at its September 22, 2024 meeting.

Following this discussion, the Board of Directors directed Mr. Hook to contact representatives of Apollo prior to the deadline specified in the September 26 Apollo Proposal and propose that Apollo acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price of $47.75 per share, subject to the negotiation of mutually acceptable definitive documentation, which documentation would permit Barnes to declare and pay its quarterly cash dividend of $0.16 per share for the period between the execution of definitive documentation and the closing of a transaction. The Board of Directors also determined that it would not yet agree to the exclusivity period proposed by Apollo in the September 26 Apollo Proposal, but would consider the possibility, further depending on Apollo’s response to its counterproposal. The Board of Directors also directed management and its advisors to continue to provide access to due diligence information to Party B and to continue to answer any due diligence questions from Party A.

Following the meeting, on September 27, 2024, Mr. Hook contacted a representative of Apollo to present to Apollo the Board of Directors’ counterproposal. Mr. Hook and the representative of Apollo spoke by telephone several times over the next two days, and, during a telephone call on September 28, 2024, the representative of Apollo made an oral proposal (which we refer to as the “Final Apollo Proposal”) to acquire 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price of $47.50 per share, subject to the negotiation of mutually acceptable definitive documentation, which documentation would not permit Barnes to

declare or pay any cash dividends (including its regular, quarterly cash dividend of $0.16 per share) without prior consent from Apollo following the execution of such documentation unless Barnes was willing to agree to a decrease in the per share price of at least $0.16 per share. Additionally, the representative of Apollo stated that the Final Apollo Proposal was otherwise made on the same terms as the September 26 Apollo Proposal, and that Apollo would only proceed to finalize a transaction if Barnes agreed to grant Apollo exclusivity for a seven-day period. The representative of Apollo advised Mr. Hook that the $47.50 per share price was Apollo’s best and final offer, and that Apollo was not willing to proceed with a transaction at a price in excess of $47.50 per share. Mr. Hook informed the representative of Apollo that he would share the Final Apollo Proposal with the Board of Directors.

On September 29, 2024, the Board of Directors held a meeting, during which members of Barnes management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton participated. Mr. Hook updated the Board of Directors on developments since its last meeting on September 27, 2024, and described the terms of the Final Apollo Proposal. In response to questions from the Board of Directors, Mr. Hook informed the Board of Directors that, based on his conversation with the representative of Apollo, it was his view that Apollo would not be willing to further increase its $47.50 per share price, and that if the Board of Directors insisted on a higher per share price from Apollo, there was a risk that Apollo would cease participating in the strategic process for the foreseeable future. Mr. Hook also informed the Board of Directors that the representative of Apollo had informed him that proceeding with the Apollo Final Proposal was conditioned upon Barnes agreeing to the seven-day exclusivity period, and that Apollo and its advisors believed that the finalization of definitive documentation would take no more than seven days. Following this update, Barnes’ financial advisors separately reviewed their respective preliminary financial analyses of Barnes based on the September 2024 Projections. The Board of Directors then discussed these preliminary financial analyses. Then, a representative of Wachtell Lipton reviewed the transaction documents that would need to be finalized in order to enter into a definitive agreement with Apollo if and when the Board of Directors determined that Barnes should attempt to do so, and advised the Board of Directors that such documentation could likely be finalized within seven days. The representative of Wachtell Lipton also reviewed with the Board of Directors the directors’ fiduciary duties under Delaware law in the context of the consideration of the Apollo Final Proposal.

The Board of Directors then discussed the Final Apollo Proposal and potential responses to the proposal and potential next steps. In particular, the Board of Directors discussed the benefits and risks of granting Apollo seven days of exclusivity, including that doing so would require Barnes to cease engagement with each of Party A and Party B. The Board of Directors also discussed that, for the reasons discussed at its September 27, 2024 meeting, the odds of successfully negotiating a transaction with Party A, Party B or any other counterparty in the near term were remote, and that the failure to grant Apollo seven days of exclusivity could result in either Apollo ceasing to participate in the strategic process, or failing to proceed with the same level of conviction or speed. Additionally, the Board of Directors discussed that if Barnes granted Apollo seven days of exclusivity, Barnes would be under no obligation to proceed with a transaction with Apollo during or after such time, and that if the Board of Directors decided that it no longer wished to pursue a transaction with Apollo during the exclusivity period, it could let the seven-day period expire. The Board of Directors also discussed the possibility of declining the Final Apollo Proposal and terminating the strategic process altogether, and continuing to focus on executing its business transformation rather than pursuing a transaction with Apollo or any other counterparty. During this discussion, the Board of Directors considered, among other things, the factors, risks and uncertainties that it had discussed at its September 27, 2024 and its September 22, 2024 meetings.

Following this discussion, the Board of Directors decided that it was in the best interest of Barnes and its stockholders to proceed to negotiate the terms and documentation of an acquisition by affiliates of Apollo of 100% of the outstanding equity interests of Barnes in an all-cash transaction at a price of $47.50 per share, and to agree to grant Apollo seven days of exclusivity to finalize the definitive and binding documentation for such a transaction, subject to final approval by the Board of Directors. The Board of Directors also instructed management and its advisors to attempt to include in such documentation the ability for Barnes to declare and pay one quarterly cash dividend of $0.16 per share during the period between the execution of the definitive documentation providing for a transaction and the closing of such transaction, but that the Board of Directors was not supportive of a reduction in the per share price of $47.50, and that if alignment were reached on the

other aspects of a potential transaction, the Board of Directors would likely be prepared to proceed with a transaction with Apollo at the $47.50 per share price without Barnes having the right to pay cash dividends without prior consent from Apollo during the period between the execution of definitive documentation and the consummation of a transaction.

Following the September 29, 2024 meeting of the Board of Directors, on September 29, 2024, Mr. Hook contacted a representative of Apollo to inform the representative of the Board of Directors’ decision, and Mr. Hook and the representative of Apollo agreed that Barnes and Apollo would quickly finalize an exclusivity agreement providing for a seven-day exclusivity period. The representative of Apollo also advised Mr. Hook that Apollo remained unwilling to permit Barnes to pay a cash dividend during the period between the execution of definitive documentation and the consummation of a transaction without a decrease in the $47.50 per share price of at least $0.16 per share.

Following this conversation, a representative of Wachtell Lipton sent a revised draft of the form of exclusivity agreement provided in the September 18 Apollo Proposal to representatives of Latham. Over the course of the day on September 29, 2024, representatives of Wachtell Lipton and representatives of Latham finalized the exclusivity agreement (which we refer to as the “Exclusivity Agreement”). Later in the day, on September 29, 2024, Barnes and Apollo entered into the Exclusivity Agreement. The Exclusivity Agreement contained a period of exclusivity beginning at 6:00 p.m. Eastern Time on September 29, 2024 and ending at 11:59 p.m. on October 6, 2024 during which Barnes was not permitted to engage with potential counterparties (other than Apollo and its affiliates and representatives) with respect to an acquisition of Barnes, and during which Barnes was not permitted to allow access to any counterparty (other than Apollo and its representatives) to any data room or any other diligence material of Barnes. By 6:00 p.m. Eastern Time on September 29, 2024, Barnes and its advisors and representatives had ceased contact with potential counterparties other than Apollo and its representatives, including Party A, Party B and Party C, and restricted access to each of the Phase I and Phase II Data Rooms to Apollo and its representatives.

Additionally, on September 29, 2024, representatives of Wachtell Lipton and representatives of Latham held a telephone call and discussed, among other items, the process to signing definitive documentation by no later than October 6, 2024.

On September 30, 2024, a representative of Wachtell Lipton sent a revised draft of the merger agreement to representatives of Latham. Between September 30, 2024 and October 6, 2024, the parties’ respective management teams and legal and other advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement and other transaction documentation, including the proposed equity commitment letter, the proposed limited guarantee, the proposed debt commitment letters and the other transaction documents. During the course of these negotiations, areas of discussion and negotiation between the parties included, among other things, the parties’ required efforts to obtain regulatory approvals, Barnes’ ability to terminate the Merger Agreement and accept a superior proposal, the size and triggers of the Company Termination Fee and the Parent Termination Fee, Barnes’ obligations with respect to the operation of its business during the period between the signing of the Merger Agreement and the consummation of the Merger, the scope of the restrictions applicable to actions taken by Barnes during the period between the signing of the Merger Agreement and the consummation of the Merger, including restrictions on the payment of cash dividends between the signing of the Merger Agreement and the consummation of the Merger, the termination provisions, the representations and warranties to be made by the parties, and the provisions regarding Barnes’ equity awards, employee benefit plans, retention, severance and other compensation matters.

Additionally, between September 30, 2024 and October 6, 2024, Apollo completed its confirmatory due diligence investigation, which involved, among other things, additional site visits and several teleconferences among representatives of Apollo, representatives of Barnes and their respective advisors.

On October 6, 2024, the Board of Directors held a meeting, during which members of Barnes management and representatives of Goldman Sachs, Jefferies and Wachtell Lipton participated. Prior to this meeting, Barnes’ financial advisors provided the Board of Directors with certain updated information regarding their respective material investment banking relationships with Barnes, Apollo and certain of their respective affiliates during the prior approximately two-year period. At this meeting, Goldman Sachs and Jefferies separately reviewed their respective financial analyses with respect to the Merger Consideration. Representatives of Wachtell Lipton then reviewed with the Board of Directors their fiduciary duties under Delaware law in the context of their

consideration of the potential transaction, and the principal terms of the draft Merger Agreement and other transaction documentation, including the terms of the proposed financing documentation. Following this discussion, members of Barnes management discussed with the Board of Directors the proposed communications strategy in connection with the announcement of the proposed transaction.

Following such discussion, a representative of Goldman Sachs rendered Goldman Sachs’ oral opinion to the Board of Directors, confirmed by delivery of a written opinion dated October 6, 2024, that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration of $47.50 in cash per share of Barnes common stock to be paid to the Barnes stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders of Barnes common stock. Also, following such discussion, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated October 6, 2024, to the Board of Directors to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as set forth in such opinion, the Merger Consideration to be received by holders of Barnes common stock (other than, as applicable, Apollo, Parent, equity investors in Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

Following discussion, and after taking into consideration the information provided by and discussed with Barnes management and advisors, including the factors described below in greater detail in the section of this proxy statement titled “—Reasons for the Merger,” the Board of Directors unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, were advisable, fair to and in the best interests of Barnes and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that Barnes stockholders adopt the Merger Agreement and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by Barnes stockholders at the Special Meeting.

Following the meeting of the Board of Directors on October 6, 2024, representatives of Wachtell Lipton and Latham finalized the Merger Agreement and other transaction documents, and the Merger Agreement and the other transaction documents were executed on the evening of October 6, 2024. Before the opening of financial markets in New York on October 7, 2024, the parties issued a press release announcing the transaction.

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Barnes and its stockholders; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Barnes stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Barnes stockholders at the Special Meeting.

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

In evaluating the transactions contemplated by the Merger Agreement, the Board of Directors consulted with Barnes management and Barnes’ legal and financial advisors and, in reaching its decision to determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Barnes and its stockholders, approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, recommend that Barnes stockholders adopt the Merger Agreement and direct that the adoption of the Merger Agreement be submitted for consideration by Barnes stockholders at the Special Meeting, the Board of Directors considered a number of factors, including the following material factors that the Board of Directors viewed as supporting its decision, including the following (not necessarily in order of relative importance):

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

The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but rather includes the material factors considered by the Board of Directors. In reaching its decision to (a) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Barnes and its stockholders, (b) approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (c) recommend that Barnes stockholders adopt the Merger Agreement and (d) direct that the adoption of the Merger Agreement be submitted for consideration by Barnes stockholders at the Special Meeting, the Board of Directors did not quantify, rank or otherwise assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The Board of Directors did not reach any specific conclusion with respect to any of the factors or reasons considered, but determined, in its business judgment, that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

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

Goldman Sachs rendered its opinion to the Board of Directors that, as of October 6, 2024 and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the Barnes stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such Barnes stockholders.

The full text of the written opinion of Goldman Sachs, dated October 6, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board of Directors in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Barnes common stock should vote with respect to the Merger, or any other matter.

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

Goldman Sachs also held discussions with members of the senior management of Barnes regarding their assessment of the past and current business operations, financial condition and future prospects of Barnes; reviewed the reported price and trading activity for the Barnes common stock; compared certain financial and stock market information for Barnes with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the Aerospace and Industrial industry and in other industries; and performed such other studies and analyses, and considered such other factors, including Section 5.1(b)(iii) of the Merger Agreement, as Goldman Sachs deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with Barnes’ consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification

thereof. In that regard, Goldman Sachs assumed with Barnes’ consent that the September 2024 Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Barnes. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Barnes or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Barnes to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Barnes, including non-binding indications of interest for a Merger proposed by third parties that may have resulted in higher prices per share of the Barnes common stock in cash than in the Merger, which indications of interest Barnes has advised Goldman Sachs it has determined not to pursue; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the Merger Consideration to be paid to the Barnes stockholders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the Barnes stockholders of any other class of securities, creditors, or other constituencies of Barnes; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Barnes, or class of such persons, in connection with the Merger, whether relative to the Merger Consideration to be paid to the Barnes stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other condition as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Barnes common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Barnes, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of Barnes or Parent or the ability of Barnes or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 4, 2024, the last trading day before the public announcement of the Merger, and is not necessarily indicative of current market conditions.

Implied Premia Analysis. Goldman Sachs calculated and compared certain implied premia described below based on the Merger Consideration to be paid to the Barnes stockholders pursuant to the Merger Agreement in relation to:

The results of the calculations and comparisons are as follows:

Illustrative Discounted Cash Flow Sum-of-the-Parts Analysis. Using the September 2024 Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Barnes to derive a range of illustrative present values per share of the Barnes common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.50% to 11.00%, reflecting estimates of the weighted average cost of capital of each of (i) Barnes excluding its revenue sharing programs business (“RSP”) (“Barnes Ex-RSP”) and (ii) RSP, Goldman Sachs discounted to present value as of June 30, 2024 (i) estimates of unlevered free cash flow for each of Barnes Ex-RSP (including expected tax savings from future amortization expenses for the years 2029 through 2070 as reflected in the September 2024 Projections) and RSP for the third and fourth quarters of fiscal year 2024 and the fiscal years 2025 through 2028 as reflected in the September 2024 Projections and (ii) ranges of illustrative terminal values for each of Barnes Ex-RSP and RSP, which were calculated by applying perpetuity growth rates ranging from 3.0% to 4.0% on Barnes Ex-RSP and perpetuity growth rates ranging from (1)% to (3)% on RSP, to a terminal year estimate of the unlevered free cash flow to be generated by each of Barnes Ex-RSP and RSP, as reflected in the September 2024 Projections. The range of perpetuity growth rates for Barnes Ex-RSP was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the September 2024 Projections for Barnes Ex-RSP and market expectation regarding long-term real growth of gross domestic product and inflation. The range of perpetuity growth rates for RSP was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the September 2024 Projections for RSP and discussions with Barnes management regarding the future prospects of RSP. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including Barnes’ target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Barnes, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for each of Barnes Ex-RSP and RSP by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the ranges of illustrative enterprise values it derived for Barnes Ex-RSP, the amount of Barnes’ net debt as of June 30, 2024, as provided by and approved for Goldman Sachs’ use by Barnes management, to derive a range of illustrative equity values for Barnes Ex-RSP. Illustrative equity value of RSP was calculated on a debt free, cash free basis. Goldman Sachs then divided the ranges of illustrative equity values it derived for each of Barnes Ex-RSP and RSP by the number of fully diluted outstanding shares of Barnes, as provided by and approved for Goldman Sachs’ use by the management of Barnes, using the treasury stock method, and derived a range of illustrative present values per share of the Barnes common stock from $25 to $45 for Barnes Ex-RSP and $14 to $18 for RSP, rounded to the nearest dollar. Goldman Sachs added together the ranges of illustrative present values per share of the Barnes common stock of each of Barnes EX-RSP and RSP to derive a range of illustrative present values per share of the Barnes common stock ranging from $39 to $62, rounded to the nearest dollar.

Illustrative Present Value of Future Share Price Analysis. Using the September 2024 Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of

the Barnes common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value (“EV”) for Barnes as of December 31 for each of the fiscal years 2024 through 2026, by applying a range of multiples of illustrative EV to next twelve month (“NTM”) EBITDA (“EV/ NTM EBITDA)” of 8.5x to 10.5x to estimates of Barnes’ adjusted EBITDA for each of the fiscal years 2025 through 2027. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for Barnes and current and historical EV/NTM EBITDA multiples for certain publicly traded companies. For each of Barnes and, using publicly available information, the selected publicly traded companies, Goldman Sachs calculated (i) the EV/NTM EBITDA of the closing price per share of Barnes common stock as of June 25, 2024 of 8.8x and the average of EV/NTM EBITDA multiples of Barnes for the one-year, three-year and five-year periods ended June 25, 2024 of 8.5x, 9.3x and 10.1x, respectively, (ii) the EV/NTM EBITDA of the closing price per share of the selected publicly traded companies as of October 4, 2024 of 9.4x and the average of EV/NTM EBITDA multiples of the selected publicly traded companies for the one-year, three-year and five-year periods ended October 4, 2024 of 9.7x, 9.0x and 9.2x, respectively.

Goldman Sachs then subtracted the amount of Barnes’ projected net debt for each of the fiscal years 2024 through 2026, each as provided by and approved for Goldman Sachs’ use by the management of Barnes, from the respective implied enterprise values, in order to derive a range of illustrative equity values as of December 31 for Barnes for each of the fiscal years 2024 to 2026. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Barnes common stock of each of fiscal years 2024 through 2026, calculated using information provided by and approved for Goldman Sachs’ use by the management of Barnes, to derive a range of implied future values per share of the Barnes common stock. Goldman Sachs then added the cumulative dividends per share of the Barnes common stock expected to be paid to holders of shares of Barnes common stock through the end of each of fiscal years 2024 through 2026, using the September 2024 Projections. Goldman Sachs then discounted these implied future equity values per share of the Barnes common stock to June 30, 2024 using an illustrative discount rate of 11.5%, reflecting an estimate of Barnes’ cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Barnes, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $42 to $66 per share of the Barnes common stock, rounded to the nearest dollar.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in each of the Aerospace industry and the Industrial industry since 2014. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s last twelve month (“LTM”) adjusted EBITDA (except as otherwise set forth in the financial analyses delivered by Goldman Sachs to the Board of Directors) based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to Barnes, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Barnes’ results, market sizes and product profile.

The following tables present the results of this analysis:

The results are as follows:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM adjusted EBITDA multiples of 9.4x to 16.7x to Barnes’ LTM pro forma adjusted EBITDA as of June 30, 2024, as provided by and approved for Goldman Sachs’ use by the management of Barnes, to derive a range of implied enterprise values for Barnes. Goldman Sachs then subtracted the net debt of Barnes as of June 30, 2024, as provided by and approved for Goldman Sachs’ use by the management of Barnes, and divided the result by the number of fully diluted outstanding share of Barnes common stock as of October 4, 2024, as provided by and approved for Goldman Sachs’ use by the management of Barnes, to derive a reference range of implied values per share of the Barnes common stock of $31 to $71, rounded to the nearest dollar.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from October 4, 2014 through October 4, 2024 involving a public company based in the United States as the target where the disclosed enterprise values for the transactions were between $1 billion and $10 billion. This analysis excluded financial institutions group transactions, real estate transactions, biotechnology transactions and transactions with premia greater than 200% or less than 0% relative to the target’s last undisturbed closing price prior to announcement, using information obtained from FactSet Research Systems Inc. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 387 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transactions. This analysis indicated a median premium of 32% across the period. This analysis also indicated a 25th percentile premium of 19% and 75th percentile premium of 54% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 19% to 54% to the undisturbed closing price per share of the Barnes common stock of $38.90 as of June 25, 2024 and calculated a range of implied equity values per share of the Barnes common stock of $46 to $60, rounded to the nearest dollar.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Barnes or to the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board of Directors as to the fairness from a financial point of view of the Merger Consideration to be paid to the

Barnes stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Barnes, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The Merger Consideration was determined through arm’s-length negotiations between Barnes and Parent and was approved by the Board of Directors. Goldman Sachs provided advice to Barnes during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Barnes or the Board of Directors or that any specific amount of consideration constituted the only appropriate Merger Consideration for the Merger.

As described in the section of this proxy statement titled “—Recommendation of the Board of Directors and Reasons for the Merger,” Goldman Sachs’ opinion to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Barnes, Parent, any of their respective affiliates and third parties, including Apollo, a significant shareholder of Parent, or any currency or commodity that may be involved in the Merger contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to Barnes in connection with, and participated in certain of the negotiations leading to, the Merger. During the two-year period ended October 6, 2024, Goldman Sachs Investment Banking had not been engaged by Barnes or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Apollo and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial co-advisor to Lifepoint Health Inc., a portfolio company of funds affiliated with Apollo, in connection with its acquisition of a majority interest in Springstone, Inc. in February 2023; as bookrunner in connection with the issuance by Albertsons Companies Inc., a portfolio company of funds affiliated with Apollo, of its senior notes due February 2028 in February 2023; as financial advisor to Apollo in connection with its acquisition of Atlas Air Worldwide Holdings Inc. in March 2023; as bookrunner in connection with the issuance by Oldenburgische Landesbank AG, a portfolio company of funds affiliated with Apollo, of its subordinated callable fixed rate reset notes due April 2034 in March 2024; as bookrunner in connection with the issuance by Athene Holding Ltd., a portfolio company of funds affiliated with Apollo, of its subordinated notes due 2064 in May 2024; and as bookrunner in connection with the issuance by OneMain Finance Corporation, a portfolio company of funds affiliated with Apollo, of its senior notes due November 2031 in August 2024. During the two-year period ended October 6, 2024, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Apollo and/or its affiliates and portfolio companies (which may include companies that are not controlled by Apollo) of approximately $97 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Barnes, Parent, Apollo and their respective affiliates and as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Apollo and its affiliates from time to time and may have invested in limited partnership units of affiliates of Apollo from time to time and may do so in the future.

The Board of Directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated April 22, 2024, Barnes engaged Goldman Sachs to act as its financial advisor in

connection with the Merger. The engagement letter between Barnes and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $23.5 million, $2 million of which became payable at the announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. In addition, Barnes has agreed to reimburse Goldman Sachs for certain of its expenses, including certain attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Barnes has retained Jefferies as financial advisor to Barnes in connection with the Merger. In connection with this engagement, the Board of Directors requested that Jefferies evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Barnes common stock (other than, as applicable, Apollo, Parent, equity investors in Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of the Board of Directors held on October 6, 2024 to evaluate the Merger, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated October 6, 2024, to the Board of Directors to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as set forth in such opinion, the Merger Consideration to be received by holders of Barnes common stock (other than, as applicable, Apollo, Parent, equity investors in Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex C to this proxy statement and is incorporated herein by reference. Jefferies’ opinion was provided for the use and benefit of the Board of Directors (in its capacity as such) in its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Barnes, including any alternative transaction proposal received by Barnes offering potentially greater consideration than the Merger Consideration, nor did it address the underlying business decision by Barnes to engage in the Merger. Jefferies’ opinion did not constitute a recommendation to the Board of Directors, and does not constitute a recommendation to any securityholder, as to how to vote or act with respect to the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In arriving at its opinion, Jefferies, among other things:

In its review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Barnes or that was publicly available to Jefferies (including, without limitation, the information described above) or otherwise reviewed by Jefferies.

Jefferies relied on assurances of the management and other representatives of Barnes that they were not aware of any facts or circumstances that would make such information incomplete, inaccurate or misleading. In its review, Jefferies did not make or obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities, of Barnes or any other entity and Jefferies was not furnished with, and assumed no responsibility to obtain or conduct, any such evaluations, appraisals or physical inspections. Jefferies also did not evaluate the solvency or fair value of Barnes or any other entity under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, Jefferies’ analyses and opinion did not consider any actual or potential arbitration, litigation, claims or possible unasserted claims, audits, investigations or other proceedings involving or affecting Barnes or any other entity.

With respect to the financial forecasts and estimates provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and Jefferies assumed, that the financial forecasts and estimates relating to Barnes that Jefferies was directed to utilize for purposes of its analyses and opinion were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Barnes as to, and were an appropriate basis upon which to evaluate, the future financial performance of Barnes and the other matters covered thereby. Jefferies expressed no opinion as to any financial forecasts or estimates or the assumptions on which they were based.

Jefferies relied upon the assessments of the management of Barnes as to, among other things, (i) the potential impact on Barnes of market, competitive, macroeconomic, geopolitical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the aerospace and industrials operations of Barnes, and the industries and geographic regions in which Barnes operates, (ii) Barnes’ portfolio optimization efforts and completed or planned restructurings, acquisitions and divestitures, including financial and other aspects involved, and (iii) existing and future agreements and other arrangements involving, and ability to attract, retain and/or replace, key employees, customers, suppliers and other commercial relationships of Barnes. Jefferies assumed that there would not be any developments with respect to any such matters that would be meaningful in any respect to Jefferies’ analyses or opinion.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing, and which could be evaluated, as of the date of Jefferies’ opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion. As the Board of Directors was aware, the credit, financial and stock markets, the industries in which Barnes operates and the securities of Barnes have experienced and may continue to experience volatility and disruptions and Jefferies expressed no view or opinion as to any potential effects of such volatility or disruptions on Barnes or the Merger.

Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to Barnes or the Merger and Jefferies assumed the correctness in all respects meaningful to its analyses and opinion of all legal, regulatory, accounting and tax advice given to Barnes and/or the Board of Directors, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting Barnes or the Merger and legal, regulatory, accounting and tax consequences to Barnes or its securityholders of the terms of, and transactions contemplated by, the Merger Agreement. Jefferies also assumed that the Merger would be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on Barnes or the Merger or that otherwise would be meaningful in any respect to Jefferies’ analyses or opinion. Jefferies further assumed that the final Merger Agreement, when signed by the parties thereto, would not differ from the draft reviewed by Jefferies in any respect meaningful to Jefferies’ analyses or opinion.

Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Barnes, including any alternative transaction proposal received by Barnes offering potentially greater consideration than the Merger Consideration, nor did it address the underlying business decision by Barnes to engage in the Merger

or other transactions contemplated by the Merger Agreement or the terms of the Merger Agreement, including the form or structure of the Merger or any term, aspect or implication of any guarantee, equity or debt commitment or other agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion was limited to the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to be received by holders of Barnes common stock (to the extent expressly specified in such opinion), without regard to individual circumstances of specific holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of Barnes held by such holders, and Jefferies’ opinion did not in any way address proportionate allocation or relative fairness among such holders, holders of any other securities of Barnes or otherwise. Jefferies was not asked to, and its opinion did not, address the fairness, financial or otherwise, of any consideration to the holders of any class of securities, creditors or other constituencies of Barnes or any other party. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration or otherwise. Jefferies also expressed no view or opinion as to the prices at which shares of Barnes common stock or any other securities of Barnes may trade or otherwise be transferable at any time, including following announcement or consummation of the Merger. The issuance of Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In connection with rendering its opinion to the Board of Directors, Jefferies performed a variety of financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected precedent transactions analyses summarized below, no company or transaction used as a comparison was identical or directly comparable to Barnes or the Merger. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or transactions concerned.

Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of Barnes in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of Barnes. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of Barnes or securities.

The Merger Consideration payable pursuant to the Merger Agreement was determined through negotiations between Barnes and Apollo, and the decision by Barnes to enter into the Merger Agreement was solely that of the Board of Directors. Jefferies’ opinion and financial analyses were only one of many factors considered by the Board of Directors in its evaluation of the Merger Consideration and should not be viewed as determinative of the views of the Board of Directors or Barnes management with respect to the Merger or the consideration payable in the Merger.

The summary of the financial analyses described below under the heading “—Financial Analyses” is a summary of the material financial analyses reviewed with the Board of Directors and performed by Jefferies in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial

analyses. Considering the data 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 Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. For purposes of the analyses described below, the term (i) “adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, adjusted for certain non-recurring and non-cash items and (ii) “pro forma adjusted EBITDA” means, in the case of Barnes, adjusted EBITDA pro forma in calendar year 2024 and during the latest 12 months (as of June 30, 2024) for Barnes’ sale of its Associated Spring™ and Heinz Hänggi™ businesses and acquisition of MB Aerospace.

Selected Public Companies Analyses. Jefferies performed selected public companies analyses of Barnes both on a consolidated and sum-of-the-parts basis in which Jefferies reviewed publicly available financial, stock market and operating information relating to Barnes and the selected publicly traded companies listed below.

Consolidated. In its selected public companies analysis of Barnes on a consolidated basis, Jefferies reviewed publicly available financial, stock market and operating information relating to Barnes and the following 15 selected publicly traded companies with operations in the aerospace and/or industrials industries that Jefferies considered generally relevant for purposes of analysis (collectively, the “Barnes selected companies”):

Jefferies reviewed, among other information, enterprise values, calculated as fully diluted equity values based on closing stock prices on October 4, 2024 plus total debt and debt-like items, preferred equity and minority interests (as applicable) and less cash and cash equivalents and excluding unfunded pension liabilities (as applicable), as multiples of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA. Financial data of the Barnes selected companies were based on Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of Barnes was based on financial forecasts and estimates of the management of Barnes and public filings.

The overall low to high calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples observed for the Barnes selected companies were 7.7x to 21.6x (with a median of 12.5x) and 7.7x to 19.6x (with a median of 11.8x), respectively. Jefferies applied selected ranges of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples derived from the Barnes selected companies of 10.0x to 13.0x and 9.0x to 12.0x, respectively, to the calendar year 2024 estimated pro forma adjusted EBITDA and calendar year 2025 estimated adjusted EBITDA of Barnes, respectively.

This analysis indicated the following approximate implied per share equity value reference ranges for Barnes on a consolidated basis (rounded to the nearest $0.05), as compared to the Merger Consideration:

Sum-of-the-Parts. In its selected public companies analysis of Barnes on a sum-of-the-parts basis, Jefferies evaluated Barnes’ (i) aerospace business (which we refer to in this section as the “Barnes aerospace business”), (ii) molding solutions business (which we refer to in this section as the “Barnes MS business”), (iii) motion control solutions business (which we refer to in this section as the “Barnes FMC business”) and (iv) automation business (which we refer to in this section as the “Barnes automation business”).

In evaluating the Barnes aerospace business, Jefferies reviewed certain financial information relating to the Barnes aerospace business and publicly available financial, stock market and operating information relating to the following 11 selected publicly traded companies with operations in the aerospace industry that Jefferies considered generally relevant for purposes of analysis (collectively, the “selected aerospace companies”):

Jefferies reviewed, among other information, enterprise values, calculated as fully diluted equity values based on closing stock prices on October 4, 2024 plus total debt and debt-like items, preferred equity and minority interests (as applicable) and less cash and cash equivalents and excluding unfunded pension liabilities (as applicable), as multiples of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA. Financial data of the selected aerospace companies were based on Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of the Barnes aerospace business was based on financial forecasts and estimates of the management of Barnes and public filings.

The overall low to high calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples observed for the selected aerospace companies were 8.3x to 33.3x (with a median of 12.5x) and 7.0x to 29.6x (with a median of 11.4x), respectively. Jefferies applied selected ranges of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples derived from the selected aerospace companies of 10.5x to 13.5x and 9.5x to 12.5x, respectively, to the calendar year 2024 and calendar 2025 estimated adjusted EBITDA attributable to the Barnes aerospace business, respectively, excluding such business’ revenue sharing programs, which was separately evaluated as described below under “—Discounted Cash Flow Analyses—Revenue Sharing Programs.” This analysis indicated approximate implied per share equity value reference ranges for the Barnes aerospace business (rounded to the nearest $1.00) of $18.00 to $25.00 based on calendar year 2024 estimated adjusted EBITDA and $21.00 to $31.00 based on calendar year 2025 estimated adjusted EBITDA, in each case excluding the Barnes aerospace business’ revenue sharing programs, and $27.00 to $37.00 based on calendar year 2024 estimated adjusted EBITDA and $30.00 to $42.00 based on calendar year 2025 estimated adjusted EBITDA, in each case including the implied per share equity value reference range derived for the Barnes aerospace business’ revenue sharing programs described below under “—Discounted Cash Flow Analyses—Revenue Sharing Programs.”

In evaluating the Barnes MS business, Jefferies reviewed certain financial information relating to the Barnes MS business and publicly available financial, stock market and operating information relating to the following five selected publicly traded companies with operations in the industrial machinery and/or molding solutions industry that Jefferies considered generally relevant for purposes of analysis (collectively, the “selected MS companies”):

Jefferies reviewed, among other information, enterprise values, calculated as fully diluted equity values based on closing stock prices on October 4, 2024 plus total debt and debt-like items, preferred equity and minority interests (as applicable) and less cash and cash equivalents and excluding unfunded pension liabilities (as applicable), as multiples of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA. Financial data of the selected MS companies were based on Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of the Barnes MS business was based on financial forecasts and estimates of the management of Barnes and public filings.

The overall low to high calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples observed for the selected MS companies were 7.7x to 19.6x (with a median of 15.0x) and 7.9x to 18.4x (with a median of 10.8x), respectively. Jefferies applied selected ranges of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples derived from the selected MS companies of 10.5x to 12.5x and 8.75x to 10.75x, respectively, to the calendar year 2024 and calendar 2025 estimated adjusted EBITDA attributable to the Barnes MS business, respectively. This analysis indicated approximate implied per share equity value reference ranges for the Barnes MS business (rounded to the nearest $1.00) of $8.00 to $11.00 based both on calendar year 2024 and calendar year 2025 estimated adjusted EBITDA.

In evaluating the Barnes FMC business, Jefferies reviewed certain financial information relating to the Barnes FMC business and publicly available financial, stock market and operating information relating to the following eight selected publicly traded companies with operations in the industrial components and/or motion control solutions industry that Jefferies considered generally relevant for purposes of analysis (collectively, the “selected MCS companies”):

Jefferies reviewed, among other information and to the extent publicly available, enterprise values, calculated as fully diluted equity values based on closing stock prices on October 4, 2024 plus total debt and debt-like items, preferred equity and minority interests (as applicable) and less cash and cash equivalents and excluding unfunded pension liabilities (as applicable), as multiples of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA. Financial data of the selected MCS companies were based on Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of the Barnes FMC business was based on financial forecasts and estimates of the management of Barnes and public filings.

The overall low to high calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples observed for the selected MCS companies were 7.3x to 19.4x (with a median of 12.5x) and 6.2x to 17.9x (with a median of 11.7x), respectively. Jefferies applied selected ranges of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples derived from the selected MCS companies of 9.5x to 11.5x and 8.5x to 10.5x, respectively, to the calendar year 2024 estimated pro forma adjusted EBITDA and calendar year 2025

estimated adjusted EBITDA attributable to the Barnes FMC business, respectively. This analysis indicated approximate implied per share equity value reference ranges for the Barnes FMC business (rounded to the nearest $1.00) of $3.00 to $4.00 based both on calendar year 2024 estimated pro forma adjusted EBITDA and calendar year 2025 estimated adjusted EBITDA.

In evaluating the Barnes automation business, Jefferies reviewed certain financial information relating to the Barnes automation business and publicly available financial, stock market and operating information relating to the following 11 selected publicly traded companies with operations in the robotics or automation equipment and components industries that Jefferies considered generally relevant for purposes of analysis (collectively, the “selected automation companies”):

Jefferies reviewed, among other information and to the extent publicly available, enterprise values, calculated as fully diluted equity values based on closing stock prices on October 4, 2024 plus total debt and debt-like items, preferred equity and minority interests (as applicable) and less cash and cash equivalents and excluding unfunded pension liabilities (as applicable), as multiples of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA. Financial data of the selected automation companies were based on Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of the Barnes automation business was based on financial forecasts and estimates of the management of Barnes and public filings.

The overall low to high calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples observed for the selected automation companies were 7.3x to 18.9x (with a median of 14.8x) and 6.2x to 17.6x (with a median of 12.5x), respectively. Jefferies applied selected ranges of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples derived from the selected automation companies of 11.5x to 13.5x and 9.5x to 11.5x, respectively, to the calendar year 2024 and calendar 2025 estimated adjusted EBITDA attributable to the Barnes automation business, respectively. This analysis indicated approximate implied per share equity value reference ranges for the Barnes automation business (rounded to the nearest $1.00) of $2.00 to $3.00 based both on calendar year 2024 and calendar year 2025 estimated adjusted EBITDA.

These analyses indicated the following approximate aggregate implied per share equity value reference ranges for Barnes on a sum-of-the-parts basis (rounded to the nearest $0.05), as compared to the Merger Consideration:

Selected Precedent Transactions Analysis. Jefferies reviewed financial data relating to the following 25 selected transactions involving target companies or businesses with operations in the aerospace and/or industrials industries that Jefferies considered generally relevant for purposes of analysis (collectively, the “selected transactions”):

Jefferies reviewed, among other information, transaction values, based on the upfront value of the consideration paid or payable in the selected transactions (or, to the extent sufficient information was publicly available, the implied enterprise value of the target company or business), as a multiple of the latest 12 months adjusted EBITDA of the target companies or businesses as of the announcement date of the applicable selected transaction. Financial data of the selected transactions were based on public filings and other publicly available information. Financial data of Barnes was based on financial forecasts and estimates of the management of Barnes.

The overall low to high latest 12 months adjusted EBITDA multiples observed for the selected transactions was 8.4x to 18.1x (with a median of 12.7x). Jefferies applied a selected range of latest 12 months adjusted EBITDA multiples derived from the selected transactions of 11.5x to 13.5x to the latest 12 months (as of June 30, 2024) pro forma adjusted EBITDA of Barnes.

This analysis indicated the following approximate implied per share equity value reference range for Barnes (rounded to the nearest $0.05), as compared to the Merger Consideration:

Discounted Cash Flow Analyses. Jefferies performed a discounted cash flow analysis of Barnes on a consolidated basis excluding the Barnes aerospace business revenue sharing programs and, based on discussions with, and projections provided by, Barnes management regarding the differing, finite nature of such revenue sharing programs, also separately performed a discounted cash flow analysis of such programs.

Consolidated (Without Revenue Sharing Programs). In its consolidated discounted cash flow analysis of Barnes (excluding the Barnes aerospace business’ revenue sharing programs), Jefferies calculated the estimated present value of the standalone unlevered, after-tax free cash flows that Barnes was forecasted to generate during the last two quarters of the fiscal year ending December 31, 2024 through the full fiscal year ending December 31, 2028 based on financial forecasts and estimates of the management of Barnes. For purposes of this analysis, stock-based compensation was treated as a cash expense. Jefferies calculated terminal values for Barnes by applying to Barnes’ fiscal year 2028 normalized unlevered, after-tax free cash flow a selected range of perpetuity growth rates of 3.5% to 4.5%. The present values (as of June 30, 2024) of the cash flows and terminal values were then calculated using a selected range of discount rates of 10.5% to 11.5%. This analysis indicated an approximate implied per share equity value reference range for Barnes (excluding the Barnes aerospace business’ revenue sharing programs and rounded to the nearest $1.00) of $29.00 to $43.00.

Revenue Sharing Programs. In its discounted cash flow analysis of the Barnes aerospace business’ revenue sharing programs, Jefferies calculated the estimated present value of the after-tax free cash flows that such programs were forecasted to generate during the last two quarters of the fiscal year ending December 31, 2024 through the full fiscal year ending December 31, 2028 based on financial forecasts and estimates of the management of Barnes. Jefferies calculated terminal values for the Barnes aerospace business’ revenue sharing programs by applying to the fiscal year 2028 normalized after-tax free cash flow expected to be generated by such programs a selected range of perpetuity growth rates of (3.0)% to (1.0)%. The present values (as of June 30, 2024) of the cash flows and terminal values were then calculated using a selected range of discount rates of 10.5% to 11.5%. This analysis indicated an approximate implied per share equity value reference range for the Barnes aerospace business’ revenue sharing programs (rounded to the nearest $1.00) of $9.00 to $12.00.

These analyses indicated the following approximate aggregate implied per share equity value reference range for Barnes (rounded to the nearest $0.05), as compared to the Merger Consideration:

Certain Additional Information. Jefferies observed certain additional information that was not considered part of Jefferies’ financial analysis with respect to its opinion but was noted for informational purposes, including the following:

Barnes has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee currently estimated to be approximately $23.5 million, of which a portion was payable upon delivery of Jefferies’ opinion to the Board of Directors and approximately $21.5 million is payable contingent upon consummation of the Merger. In addition, Barnes agreed to reimburse Jefferies for Jefferies’ reasonable expenses, including reasonable fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against certain liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

As the Board of Directors was aware, although Jefferies and its affiliates have been engaged to provide certain financial advisory services to Barnes unrelated to the Merger and in the future may provide services to Barnes and/or its affiliates, Jefferies and its affiliates have not received compensation from Barnes for such services during the approximate two-year period prior to the date of Jefferies’ opinion and no compensation is currently contemplated for such services in the event the Merger is consummated. As the Board of Directors also was aware, Jefferies and its affiliates in the past have provided, currently are providing, and in the future may provide, certain financial advisory or financing services to Apollo and/or certain of its affiliates and portfolio companies, for which services Jefferies and its affiliates have received and may receive compensation, including, during the approximate two-year period prior to the date of Jefferies’ opinion, having acted or acting as (i) financial advisor, bookrunner and/or lead arranger in connection with certain acquisition, disposition and other transactions involving affiliates and/or portfolio companies of Apollo, (ii) joint bookrunner for an equity offering of a portfolio company of Apollo, and (iii) joint lead arranger for certain credit facilities of a portfolio company of Apollo, for which services described in the foregoing clauses (i) through (iii) Jefferies received aggregate fees during such two-year period of approximately $12 million. In the ordinary course of business, Jefferies and its affiliates trade or hold or may trade or hold securities or financial instruments (including loans and other obligations) of Barnes, Apollo and/or their respective affiliates or portfolio companies or entities in which Apollo has an equity investment, as the case may be, for Jefferies’ and its affiliates’ own account and for the accounts of customers and, accordingly, at any time hold or may hold, as the case may be, long or short positions or otherwise effect transactions in those securities or financial instruments.

Jefferies was selected as a financial advisor to Barnes in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in merger and acquisition transactions and based on its familiarity with the industries in which Barnes operates. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

While Barnes has from time to time provided limited financial guidance to investors, Barnes does not, as a matter of course, make public projections as to future revenues, earnings or other results given, among other reasons, the inherent difficulty of predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. In the ordinary course of business, however, Barnes management prepares a long-term strategic plan that reflects Barnes management’s financial and business outlook for Barnes, which is updated annually and reviewed with the Board of Directors.

In connection with the proposed Merger, Barnes is including in this proxy statement a summary of certain limited unaudited prospective financial information of Barnes prepared by Barnes management, on a standalone basis without giving effect to the Merger, solely because certain financial information was reviewed by the Board of Directors in connection with its consideration and evaluation of the Merger, provided to Goldman Sachs and Jefferies, Barnes’ financial advisors, and also provided to Parent and Merger Sub and other third parties in connection with Barnes’ strategic process. The September 2024 Projections (as defined below) were provided to Goldman Sachs and Jefferies and approved by Barnes for their respective use and reliance in connection with their respective financial analyses and opinions as described in this proxy statement in the sections entitled “—Opinion of Goldman Sachs & Co. LLC” and “—Opinion of Jefferies LLC.”

From late 2023 through early 2024, as part of Barnes’ annual business review and in accordance with its ordinary course practices, Barnes management prepared certain unaudited prospective financial information for Barnes for fiscal years 2024 through 2028, which we refer to as the “Barnes Long-Range Plan”. As part of its regular, annual process, the 2024 through 2026 fiscal year portion of the Barnes Long-Range Plan was reviewed by the Board of Directors at its annual review meeting in February 2024. The 2024 portion of the Barnes Long-Range Plan was adjusted to provide pro forma results for fiscal year 2024 for Barnes’ Associated Spring™ and Heinz Hänggi™ businesses, reflecting the anticipated closing of the divestiture by Barnes of these businesses, which divestiture had been announced in January 2024.

In March 2024, in connection with its review of Party A’s March 2024 Proposal, the Board of Directors reviewed the Barnes Long-Range Plan, which also was made available to Jefferies, as well as Barnes’ projected Unlevered Free Cash Flow (as defined below) for fiscal years 2024 through 2028 (we refer to the Barnes Long-Range Plan, together with Barnes’ projected Unlevered Free Cash Flow for the years 2024 through 2028, as the “March 2024 Projections”). The Barnes Long-Range Plan was made available to Party A in connection with Party A’s due diligence investigation of Barnes in advance of making its March 2024 Proposal.

In connection with the strategic process, Barnes management updated, and made available to Jefferies, the fiscal year 2024 portion of the March 2024 Projections to remove the contribution to the 2024 portion of the March 2024 Projections of Barnes’ Associated Spring™ and Heinz Hänggi™ businesses, the sale of which businesses had been completed in April 2024 (we refer to these updated projections as the “Summer 2024 Projections”). The Summer 2024 Projections (but not Unlevered Free Cash Flow) were made available to participants in the strategic process, including Apollo, Party A, Party B and Party C.

At the June 27, 2024 meeting of the Board of Directors, the Summer 2024 Projections prepared by Barnes management were provided to the Board of Directors and Barnes’ financial advisors in a manner such that Barnes’ revenue sharing programs business pursuant to which Barnes has an exclusive right to supply designated aftermarket parts over the life of specific aircraft engine programs, which we refer to as the “RSP Business,” was presented separately from the remainder of Barnes’ business.

In August 2024, following Barnes’ release of its financial results for the quarter ended June 30, 2024, Barnes management updated, and provided to Barnes’ financial advisors, the 2024 fiscal year portion of the Summer 2024 Projections (other than Unlevered Free Cash Flow) to reflect Barnes’ actual results for the first six months of 2024 and Barnes management’s updated view with respect to the final six months of 2024, taking into account changes in the internal and external business environment, including supply chain disruptions affecting Barnes’ Aerospace business, as well as general market softness impacting Barnes’ Industrial business. This update, which we refer to as the “6 + 6 Update,” was provided to participants in the strategic process, including Apollo, Party A, Party B and Party C, and was reviewed by the Board of Directors at its August 21, 2024 meeting. At such time, no other updates were made to the Summer 2024 Projections. Monthly updates to the 2024 fiscal year portion of the Summer 2024 Projections were also provided to Apollo, Party A, Party B and Party C in connection with their respective due diligence efforts between August and September 2024.

In September 2024, in connection with the Board of Directors’ evaluation of the proposals made in August 2024 by each of Apollo, Party A, Party B and Party C (as described in the section of this proxy statement titled “—Background of the Merger), Barnes management updated the Summer 2024 Projections, taking into account changes in the internal and external business environment, including those described in the preceding paragraph (we refer to these updated projections as the “September 2024 Projections”). The Board of Directors reviewed the September 2024 Projections, which were provided to the Board of Directors in a manner such that the RSP Business was presented separately from the remainder of Barnes’ business, given the differing,

finite nature of the RSP Business. The Board of Directors directed Barnes’ financial advisors to use and rely upon the September 2024 Projections in connection with their separate financial analyses and opinions as described in the section of this proxy statement titled “—Opinion of Goldman Sachs & Co. LLC” and “—Opinion of Jefferies LLC,” respectively. The September 2024 Projections (but not Unlevered Free Cash Flow) were provided to each of Apollo, Party A, Party B and Party C.

The March 2024 Projections, the Summer 2024 Projections, the 6 + 6 Update and the September 2024 Projections are referred to collectively as the “Projections.” Barnes is including a summary of the Projections in this proxy statement to provide Barnes stockholders with access to information that was made available to the Board of Directors in connection with its evaluation of the Merger.

Barnes management prepared the Barnes Long-Range Plan with respect to Barnes’ business, as a standalone company, for fiscal year 2024 through fiscal year 2028, which gave pro forma effect to the anticipated completion of Barnes’ divestiture of its Associated Spring™ and Heinz Hänggi™ businesses.

The following table summarizes the Net Revenue and Adjusted EBITDA reflected in the Barnes Long-Range Plan, with dollars in millions:

Barnes management prepared the March 2024 Projections with respect to Barnes’ business, as a standalone company, for fiscal year 2024 through fiscal year 2028. The March 2024 Projections reflected estimated financial results from Barnes’ Associated Spring™ and Heinz Hänggi™ businesses until the closing of the divestiture of such businesses in 2024 and otherwise gave pro forma effect to the anticipated completion of Barnes’ divestiture of its Associated Spring™ and Heinz Hänggi™ businesses.

The following table summarizes the Net Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the March 2024 Projections, with dollars in millions:

Barnes management prepared the Summer 2024 Projections with respect to Barnes’ business, as a standalone company, for fiscal year 2024 through fiscal year 2028. The Summer 2024 Projections removed the contribution to 2024 of Barnes’ Associated Spring™ and Heinz Hänggi™ businesses.

The following table summarizes the Net Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the Summer 2024 Projections, with dollars in millions, and presents the RSP Business and Barnes’ business other than the RSP Business (which we refer to as the “Non-RSP Business”) separately, along with a total comprising the sum of the two components:

Barnes management prepared the 6 + 6 Update with respect to Barnes’ business, as a standalone company, for the final six months of 2024. For reference, the first six months of actual results of 2024 were included in the 6 + 6 Update.

The following table summarizes the Net Revenue and Adjusted EBITDA reflected in the 6 + 6 Update, with dollars in millions:

Barnes management prepared the September 2024 Projections with respect to Barnes’ business, as a standalone company, for the final six months of 2024 through fiscal year 2028.

The following table summarizes the Net Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the September 2024 Projections, with dollars in millions, and presents the RSP Business and the Non-RSP Business separately, along with a total comprising the sum of the two components: