NEWR New Relic Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

NEW RELIC, INC.

(Name of Registrant as Specified In Its Charter)

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

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

NEW RELIC, INC.

188 Spear Street, Suite 1000

San Francisco, California 94105

September 25, 2023

Dear New Relic Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of New Relic, Inc. (“New Relic” or the “Company”) to be held on November 1, 2023 at 7:00 a.m., Pacific time. New Relic will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/NEWR2023SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of July 30, 2023 (the “Merger Agreement”), by and among Crewline Buyer, Inc., a Delaware corporation (“Parent”), Crewline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and New Relic, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to New Relic’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) 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. Parent and Merger Sub are subsidiaries of an investment fund (“TPG Fund”) affiliated with TPG Global, LLC. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into New Relic and the separate corporate existence of Merger Sub will cease, with New Relic continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent, which will be indirectly controlled by investment funds advised by Francisco Partners Management, L.P., the TPG Fund, and certain of their respective affiliates.

If the Merger is completed, you will be entitled to receive $87.00 in cash, without interest, less applicable withholding taxes, for each share of New Relic common stock that you own, unless you have properly exercised your appraisal rights.

The Board of Directors of New Relic (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has, unanimously amongst members of the Board of Directors present and voting: (i) determined that it is in the best interests of New Relic and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by New Relic, the performance by New Relic of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that holders of New Relic common stock adopt the Merger Agreement. The Board of Directors recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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, but not limited to, 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 Special Meeting in person, 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 (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted.

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

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of New Relic common stock entitled to vote at the Special Meeting.

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

New Relic Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

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

Sincerely,

The accompanying proxy statement is dated September 25, 2023 and, together with the enclosed form of proxy card, is first being mailed on or about September 25, 2023.

NEW RELIC, INC.

188 Spear Street, Suite 1000

San Francisco, California 94105

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON NOVEMBER 1, 2023

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of New Relic, Inc., a Delaware corporation (“New Relic”), will be held on November 1, 2023 at 7:00 a.m., Pacific time. New Relic will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/NEWR2023SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only holders of New Relic common stock (“New Relic Stockholders”) of record as of the close of business on September 20, 2023, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement, or other delay thereof.

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

Whether or not you plan to attend the Special Meeting in person, 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 (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, 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 adoption of the Merger Agreement, “FOR,” on an advisory (non-binding) basis, the Compensation Proposal, and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Dated: September 25, 2023

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

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

If you are a New Relic Stockholder of record, voting in person by virtual ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker, or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone, or (3) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but 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, but not limited to, 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 New Relic common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

New Relic Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

TABLE OF CONTENTS

SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Crewline Merger Sub, Inc. with and into New Relic, Inc. (the “Merger”) and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement (as defined below), along with all of the documents to which we refer 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 under the caption “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this proxy statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this proxy statement, “New Relic,” “we,” “our,” “us,” the “Company” and similar words refer to New Relic, Inc. Throughout this proxy statement, we refer to Crewline Buyer, Inc. as “Parent” and Crewline Merger Sub, Inc. as “Merger Sub.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated July 30, 2023 (the “Agreement Date”), by and among Parent, Merger Sub and New Relic as the “Merger Agreement,” our common stock, par value $0.001 per share, as “New Relic common stock,” and the holders of New Relic common stock as “New Relic Stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

Parties Involved in the Merger

New Relic, Inc.

New Relic, a Delaware corporation, is a leading “all-in-one” observability platform that enables its customers to plan, build, deploy, and operate their critical digital infrastructure by harnessing the power of data. New Relic’s observability platform combines metrics, events, logs, traces, and other telemetry data with its proprietary stack of analytical tools to rapidly generate actionable, fact-based insights. New Relic’s customers use its platform to improve uptime, reliability, and operational efficiency, in order to optimize the digital experience for their customers and within their organizations. Founded in 2007 and headquartered in San Francisco, California, New Relic has been a leader in all-in-one observability. New Relic common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “NEWR.”

Crewline Buyer, Inc.

Parent was formed on July 25, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Crewline Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed on July 25, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each subsidiaries of an investment fund (“TPG Fund”) affiliated with TPG Global, LLC (“TPG”). Upon the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date (as defined in the section of this proxy statement captioned “The Merger—Closing and Effective Time”),

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Parent, Merger Sub, and New Relic will cause the Merger to be consummated pursuant to the Delaware General Corporation Law (the “DGCL”) by filing a certificate of merger with the Secretary of State of the State of Delaware (at the time of such filing and acceptance for record by the Secretary of State or such later time as may be agreed in writing by Parent, Merger Sub, and New Relic, referred to herein as the “Effective Time”). At the Effective Time, the Surviving Corporation (as defined in the section of the proxy statement captioned “—The Merger”), will be indirectly owned by investment funds (“FP Funds”) advised by Francisco Partners Management, L.P. (“FP”), the TPG Fund, and certain of their affiliates. FP is a leading global investment firm that specializes in partnering with technology businesses. TPG is a leading global alternative asset management firm.

In connection with the transactions contemplated by the Merger Agreement, (1) the FP Funds and the TPG Fund have provided Parent with an aggregate equity commitment of $4.02 billion, (2) Lewis Cirne and certain of his affiliates (the “Rolling Stockholders”) have designated certain shares of New Relic with an approximate value of $250.0 million held by the Rolling Stockholders as “rollover shares” (the “Rollover Shares”) which, immediately prior to the Effective Time, will be transferred to a Delaware entity that indirectly owns all of the capital stock of Parent in accordance with the terms of a rollover agreement by and among the Rolling Stockholders, Parent, and the other parties thereto (the “Rollover Agreement”) and (3) Parent has obtained debt financing commitments in an aggregate amount of a $2.4 billion term loan and a $250.0 million revolving facility. Such amounts will be used to fund the aggregate purchase price required to be paid at the closing of the Merger and to also fund certain other payments (including the Required Amounts (as defined in the section of this proxy statement captioned “The Merger—Financing of the Merger”)), subject to the terms and conditions of the Merger Agreement. In addition, the FP Funds and the TPG Fund have agreed to guarantee the payment of certain liabilities and obligations of Parent and Merger Sub under the Merger Agreement, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses, or losses incurred or sustained by New Relic, as specified in the Merger Agreement, subject to an aggregate cap equal to $524.0 million. For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”

The Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into New Relic and the separate corporate existence of Merger Sub will cease, with New Relic continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, New Relic common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, New Relic common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and New Relic will no longer file periodic reports with the United States Securities and Exchange Commission (the “SEC”). If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation. The time at which the Merger will become effective will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provision of the DGCL.

Merger Consideration

New Relic Common Stock

At the Effective Time, each then outstanding share of New Relic common stock (other than (a) the Rollover Shares and (b) shares of New Relic common stock (i) held by New Relic as treasury stock, (ii) owned by Parent or Merger Sub, (iii) owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the Effective Time, or (iv) held by New Relic Stockholders who have not voted in favor of the Merger and who shall have properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL with respect to any such shares held by any such holder, collectively, the “Excluded Shares”) will be cancelled and extinguished and automatically converted into the

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right to receive an amount in cash equal to $87.00 in cash, without interest (the “Per Share Merger Consideration”), less applicable withholding taxes.

At or prior to the Effective Time, Parent will deposit (or cause to be deposited) an amount of cash equal to the aggregate Per Share Merger Consideration with a designated payment agent for payment to the holders of each outstanding share of New Relic common stock owned by each New Relic Stockholder (excluding, for the avoidance of doubt, the Excluded Shares). For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive payment for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

Treatment of Company Equity Awards

Company Options. Pursuant to the Merger Agreement, each option to purchase shares of New Relic common stock granted under our 2014 Equity Incentive Plan (the “2014 Plan”) and our 2008 Equity Incentive Plan (the “2008 Plan”), each, as may be amended and/or restated from time to time (collectively, the “Plans”) (each such option, a “Company Option”) that is outstanding and unexercised and vested immediately prior to or upon the Effective Time (including any Company Option that vests or accelerates in vesting upon the occurrence of the Effective Time in accordance to the terms and conditions applicable to the corresponding Company Option) (each, a “Vested Option”), will be cancelled in exchange for an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the excess of the Per Share Merger Consideration over the per share exercise price of such Vested Option, by (ii) the number of shares of New Relic common stock covered by such Vested Option immediately prior to and upon the Effective Time (the “Option Consideration”). The Option Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date.

Each Company Option that is outstanding and unvested immediately prior to or upon the Effective Time (after taking into account any vesting or accelerated vesting provisions in connection with the Merger applicable to such Company Option) (each, an “Unvested Option”) will be substituted and converted into an award to receive an amount in cash, less applicable withholding taxes, equal to the product obtained by multiplying (i) the excess of the Per Share Merger Consideration over the per share exercise price of such Unvested Option, by (ii) the number of shares of New Relic common stock covered by such Unvested Option immediately prior to and upon the Effective Time (the “Substituted Option Award”). The Substituted Option Award will become payable on the same schedule as the Unvested Options that vest in the future and be subject to the same terms and conditions applicable to such Unvested Options immediately prior to the Effective Time, including continued employment with Parent or New Relic.

Each Vested Option and each Unvested Option that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration will be cancelled for no consideration as of the Effective Time.

Company Restricted Stock Units. Each award of restricted stock units granted under any of the Plans (each, a “Company RSU Award”) that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time will be cancelled in exchange for an amount in cash, less applicable tax withholdings (if any), equal to the product obtained by multiplying (A) the Per Share Merger Consideration by (B) the number of shares of New Relic common stock covered by such Company RSU Award immediately prior to or upon the Effective Time (the “RSU Consideration”). The RSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date. Each Company RSU Award that is outstanding immediately prior to the Effective Time that does not vest upon the occurrence of the

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Effective Time by its terms (after taking into account any vesting or accelerated vesting provisions in connection with the Merger applicable to such Company RSU Award) will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation (as defined in the Merger Agreement) equal to the product obtained by multiplying (A) the Per Share Merger Consideration by (B) the number of shares of New Relic common stock covered by such Company RSU Award immediately prior to or upon the Effective Time (the “Converted RSU Award”). The Converted RSU Award will be subject to the same terms and conditions applicable to the corresponding Company RSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company RSU Award).

Company Special Performance Stock Units. Each award of performance-based restricted stock units that vests based on the achievement of stock price hurdles and were granted under the 2014 Plan on February 3, 2023 (each, a “Company Special PSU Award”) that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time based on actual performance through the Effective Time will be cancelled in exchange for an amount in cash, less applicable withholding taxes, equal to the product obtained by multiplying (A) the Per Share Merger Consideration by (B) the number of shares of New Relic common stock covered by such Company Special PSU Award immediately prior to the Effective Time (after determining the number of shares of New Relic common stock underlying the Company Special PSU Award that vest based on actual performance through the Effective Time in accordance with the terms and conditions applicable to the corresponding Company PSU Award) (the “PSU Consideration”).

Company Performance Stock Units. Each award of performance-based restricted stock units that are not the Company Special PSU Awards (each, a “Company PSU Award”) that is outstanding immediately prior to the Effective Time and that has satisfied the performance vesting conditions but that has not satisfied the service vesting conditions upon the occurrence of the Effective Time will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation equal to the product obtained by multiplying (A) the Per Share Merger Consideration by (B) the number of shares of New Relic common stock covered by such Company PSU Award immediately prior to the Effective Time (after determining the number of shares of New Relic common stock underlying the Company PSU Award that vest based on actual performance through the Effective Time). Except as otherwise provided, the PSU Consideration will be subject to the same terms and conditions applicable to the corresponding Company PSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company PSU Award, but, excluding any performance-based vesting conditions, in accordance with the terms of the Company PSU Award). Any portion of a Company PSU Award that does not get converted in accordance with the foregoing will immediately terminate without consideration at the Effective Time. In connection with the signing of the Merger Agreement, New Relic approved an amendment to the terms of the Company PSU Awards whereby the total shareholder return of the comparable index companies will be measured as of Agreement Date in lieu of instead being measured as of immediately prior to the Effective Time of the Merger, and all other terms and conditions remain as is. The PSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date.

Restricted Stock. Each share of New Relic common stock that is subject to vesting as of immediately prior to or upon the Effective Time (each, a “Restricted Stock”) that is outstanding immediately prior to the Effective Time will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation equal to the Per Share Merger Consideration, and such consideration will be payable on the same schedule as the corresponding Restricted Stock and be subject to the same terms and conditions applicable to such Restricted Stock immediately prior to the Effective Time (including time-based vesting conditions, forfeiture and any accelerated vesting provisions applicable to such Restricted Stock).

Company ESPP. In connection with the execution and delivery of the Merger Agreement, New Relic took the following actions under its 2014 Employee Stock Purchase Plan (the “ESPP”): (i) ensured no new participants will commence participation in the ESPP after July 30, 2023; (ii) ensured no participant will be allowed to

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increase his or her payroll contribution rate in effect as of July 30, 2023 or make separate non-payroll contributions on or following such date; and (iii) ensured no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after July 30, 2023. If the Effective Time is expected to occur prior to the end of the current purchase period, New Relic must provide for an earlier exercise date (including for purposes of determining the purchase price for the current purchase period). Such earlier exercise date will be as close to the Effective Time as is administratively practicable. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time, but subject to the consummation of the Merger.

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

The receipt of cash by New Relic Stockholders in exchange for shares of New Relic common stock in the Merger will be a taxable transaction to New Relic Stockholders for U.S. federal income tax purposes. Such receipt of cash by each New Relic Stockholder that is a U.S. Holder (as defined under the section, “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) will generally result in gain or loss in an amount equal to the difference between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of New Relic common stock surrendered pursuant to the Merger by such U.S. Holder.

A New Relic Stockholder that is a Non-U.S. Holder (as defined under the section, “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) will generally not be subject to U.S. federal income tax with respect to the exchange of New Relic common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States or New Relic is or has been a United States real property holding corporation.

New Relic Stockholders should read the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

New Relic Stockholders should consult their tax advisors in light of their particular circumstances and any consequences relating to the Merger arising under U.S. federal, state, and local tax laws and non-U.S. tax laws.

Appraisal Rights

If the Merger is consummated and certain conditions are met, New Relic Stockholders who continuously hold shares of New Relic common stock through the Effective Time, who do not vote in favor of the adoption of 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 in connection with the Merger under Section 262 of the DGCL. This means that New Relic Stockholders may be entitled to have their shares of New Relic common stock appraised by the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of their shares of New Relic 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 fair value, if any, as determined by the court (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, New Relic Stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

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

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To exercise appraisal rights, New Relic Stockholders must: (i) submit a written demand for appraisal to New Relic before the vote is taken on the proposal to adopt 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 shares of New Relic common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of New Relic unless certain stock ownership conditions are satisfied by the New Relic Stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced in Annex C to this proxy statement. If you hold your shares of New Relic common stock through a bank, broker, or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker, or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker, or other nominee. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

Regulatory Approvals Required for the Merger

HSR Act, U.S. Antitrust Matters and Other Regulatory Approvals

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated and approvals, consents, waivers, or clearances under other antitrust laws have been obtained. New Relic and Crewline Buyer, Inc. made the filings required under the HSR Act on August 11, 2023 and the applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern time on September 11, 2023.

The Merger is also subject to clearance or approval by the antitrust authorities in other jurisdictions, including the European Union, Israel, and Turkey. The Merger cannot be completed until either New Relic, FP, and TPG obtain clearance to consummate the Merger or until the applicable waiting periods have expired or been terminated in such jurisdictions.

For more information, please see the section of this proxy statement captioned “The Merger—Regulatory Approvals Required for the Merger.”

Closing Conditions

The obligations of New Relic, Parent, and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver of customary conditions, including (among other conditions), the following:

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Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $6.67 billion. This amount includes funds needed to: (1) pay New Relic Stockholders the amounts due under the Merger Agreement for their New Relic common stock, (2) make payments in respect of our outstanding Company RSU Awards, Company PSU Awards, and Company Special PSU Awards payable at closing of the Merger pursuant to the Merger Agreement, and (3) make payments in respect of our outstanding Company Options payable at closing of the Merger pursuant to the Merger Agreement (collectively, the “Required Amounts”).

The FP Funds and the TPG Fund have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash approximately equal to $4.02 billion, subject to the terms and conditions set forth in the equity commitment letter provided by the FP Funds and TPG Fund, dated as of the Agreement Date (the “Equity Commitment Letter”). New Relic is an express third-party beneficiary of the Equity Commitment Letter solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letter by the FP Funds and TPG Fund to be funded to Parent in accordance with the Equity Commitment Letter, and to cause Parent to enforce its rights against the FP Funds and TPG Fund to perform its funding obligations under the Equity Commitment Letter, in each case subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.

Pursuant to the limited guarantee delivered by the FP Funds and the TPG Fund in favor of New Relic, dated as of the Agreement Date (the “Guarantee”), FP and TPG have agreed to guarantee the payment of certain liabilities and obligations of Parent and Merger Sub under the Merger Agreement, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses, or losses incurred or sustained by New Relic, as specified in the Merger Agreement, subject to an aggregate cap equal to $524.0 million.

In addition, in connection with the Merger Agreement, Parent entered into a debt commitment letter, dated as of the Agreement Date (as amended, supplemented, amended and restated, or otherwise modified, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Financing Letters”) with certain committed lenders, pursuant to which the Committed Lenders have committed to provide, upon certain terms and subject to certain conditions, Parent with Debt Financing (as defined in the section of this proxy statement captioned “The Merger—Financing of the Merger”) in an aggregate principal amount of $2.65 billion. For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”

Parent will use reasonable best efforts to take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper, and advisable to obtain the financing on the terms and conditions described in the Financing Letters, subject to the terms and conditions set forth in the Merger Agreement.

New Relic has agreed to use its reasonable best efforts to provide, and will cause each of its subsidiaries to use its reasonable best efforts, and will use reasonable best efforts to cause its members of senior management to use its reasonable best efforts, to cooperate in the certain financing actions, subject to certain limitations and to the extent requested by Parent or Merger Sub for purpose of obtaining financing. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Financing Cooperation.”

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Required Stockholder Approval

The affirmative vote of the holders of a majority of the outstanding shares of New Relic common stock is required to adopt the Merger Agreement. As of September 20, 2023 (the “Record Date”), 35,510,331 votes constitute a majority of the outstanding shares of New Relic common stock. Approval of the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to New Relic’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”) and the proposal to adjourn the Special Meeting (the “adjournment proposal”), whether or not a quorum is present, requires the affirmative vote of a majority of the shares of New Relic common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. The approval of the Compensation Proposal is advisory (non-binding) and is not a condition to the completion of the Merger.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 16,224,124 shares of New Relic common stock, representing approximately 22.8% of the shares of New Relic common stock outstanding as of the Record Date (and approximately 23.7% of the shares of New Relic common stock outstanding when taking into account Company Options held, in the aggregate, by our directors and executive officers). Concurrent with and as a condition to Parent entering into the Merger Agreement, JANA Partners LLC (“JANA”), HMI Capital Partners, L.P. (“HMI”), and the Rolling Stockholders entered into a voting and support agreement with Parent and the Company, dated as of the Agreement Date (the “Voting and Support Agreement”). JANA, HMI, and the Rolling Stockholders beneficially own approximately 20% of the outstanding shares of New Relic common stock. Pursuant to the Voting and Support Agreement, JANA, HMI, and the Rolling Stockholders have agreed, among other things, to appear and be present at the Special Meeting (or by proxy, or otherwise in accordance with bylaws of New Relic), to vote their shares of New Relic common stock in favor of the proposal to adopt the Merger Agreement and against any (i) offer or proposal (other than an offer or proposal by Parent or Merger Sub) to New Relic or the Board of Directors (or any committee thereof) to engage in an Acquisition Transaction (an “Acquisition Proposal”) or reorganization, dissolution, liquidation, winding up, or similar extraordinary transaction, to the extent such an Acquisition Proposal or extraordinary transaction is submitted for a vote of New Relic’s stockholders at a stockholder meeting, and (ii) action, proposal, transaction, or agreement that is intended or would (1) result in a breach of any material respect of any covenant, representation, warranty, obligation, or agreement made by New Relic under the Merger Agreement or JANA, HMI, and the Rolling Stockholders under the Voting and Support Agreement; (2) impede, interfere with, delay, postpone, discourage, or adversely affect the consummation of the Merger; or (3) change in any manner the voting rights of any class of shares of New Relic, in each case (i) and (ii), (A) so long as the Merger Agreement has not been terminated, (B) the Board of Directors has not made a Company Board Recommendation Change (as defined in “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Company Board Recommendation Change”), (C) the Merger Agreement has not been amended or modified (including the waiver of any provision thereof) in a way that reduces or modifies the form of consideration payable to JANA, HMI, or the Rolling Stockholders or is adverse to JANA, HMI, and the Rolling Stockholders relative to the other stockholders of the Company, (D) Parent has not provided written notice to JANA, HMI, and the Rolling Stockholders terminating the Voting and Support Agreement and (E) the Voting and Support Agreement has not been otherwise terminated by consent of all parties thereto. For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting and Support Agreement.”

We currently expect that our directors and executive officers will vote all of their respective shares of New Relic common stock: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment proposal.

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The Special Meeting

Date, Time and Place

A special meeting of New Relic Stockholders to consider and vote on the proposal to adopt the Merger Agreement will be held on November 1, 2023 at 7:00 a.m., Pacific time (the “Special Meeting”). New Relic will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/NEWR2023SM (the “virtual meeting website”). You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of New Relic common stock at the close of business on September 20, 2023. Each holder of New Relic common stock shall be entitled to one (1) vote for each such share owned at the close of business on the Record Date.

Quorum

As of the Record Date, there were 71,020,661 shares of New Relic common stock outstanding and entitled to vote at the Special Meeting. The holders of a majority of the shares of New Relic common stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the Special Meeting.

Recommendation of the New Relic Board of Directors

The Board of Directors has unanimously amongst members of the Board of Directors present and voting: (i) determined that it is in the best interests of New Relic and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by New Relic, the performance by New Relic of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that New Relic Stockholders adopt the Merger Agreement.

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

Prior to the adoption of the Merger Agreement by New Relic Stockholders, in certain circumstances relating to the presence of a Superior Proposal (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘Go-Shop’ Period—Solicitation of Other Offers”) or in response to an intervening event, the Board of Directors may withdraw or change the foregoing recommendation if it determines in good faith (after consultation with its financial advisor and its outside legal counsel) that failure to do so would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties to stockholders under applicable law. However, the Board of Directors cannot withdraw or change the foregoing recommendation unless it complies with certain procedures in the Merger Agreement, including, but not limited to, providing written notice to Parent at least five (5) business days prior to the recommendation change and negotiating with Parent and its representatives in good faith over a five (5) business day period, after which the Board of Directors shall have determined that the failure of the Board of Directors (or a committee thereof) to make a Company Board Recommendation Change would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties to stockholders under applicable law. The termination of the Merger Agreement by New Relic following the Board of Directors’ authorization for New Relic to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal will result in the payment by New Relic of a termination fee of $196.0 million and, if such termination had occurred before the No Shop Period Start Date (as

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defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘Go-Shop’ Period—Solicitation of Other Offers”) and certain other conditions set forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $98.0 million. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Company Board Recommendation Change.”

Opinion of Qatalyst Partners

In connection with the merger, Qatalyst Partners LP (“Qatalyst Partners”) rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, that as of July 30, 2023, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Qatalyst Partners as set forth in the written opinion, the Per Share Merger Consideration to be received by the holders of shares of New Relic common stock (other than the holders of Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of New Relic common stock, as set forth in such opinion as more fully described in the section of this proxy statement captioned “The Merger—Opinion of Qatayst Partners.”

The full text of the written opinion of Qatalyst Partners, dated as of July 30, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Qatalyst Partners in rendering its opinion, is attached to this proxy statement as Annex B and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Qatalyst Partners in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Qatalyst Partners’ opinion carefully and in its entirety. Qatayst Partners’ opinion was directed to the Board of Directors, in its capacity as such, and addresses only the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of New Relic common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement as of the date of the opinion and does not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or a recommendation as to how New Relic Stockholders should vote at the special meeting.

Interests of New Relic’s Directors and Executive Officers in the Merger

When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, New Relic Stockholders should be aware that New Relic’s directors and executive officers may have interests in the Merger that are different from, or in addition to, New Relic Stockholders more generally. In (1) evaluating and negotiating the Merger Agreement, (2) approving the Merger Agreement and the Merger and (3) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests, among other matters, to the extent that these interests existed at the time. These interests include:

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If the proposal to adopt the Merger Agreement is approved, the shares of New Relic common stock held by New Relic directors and executive officers will be treated in the same manner as outstanding shares of New Relic common stock held by all other stockholders. For more information, see the section of this proxy statement captioned “The Merger—Interests of New Relic’s Directors and Executive Officers in the Merger.”

Alternative Acquisition Proposals

The “Go-Shop” Period—Solicitation of Other Acquisition Proposals

Under the Merger Agreement, from the date of the Merger Agreement until 11:59 p.m., Pacific time on September 13, 2023 (such date, the “No Shop Period Start Date” and such period, the “Go-Shop Period”), New Relic, its affiliates and their respective representatives had the right to, among other things: (i) solicit, initiate, propose, induce, encourage, or facilitate the making, submission, or announcement of, or knowingly encourage, facilitate, or assist any proposal, Inquiry, request for discussions or negotiation, or request to review non-public information that constitutes, could constitute, or is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘Go-Shop’ Period—Solicitation of Other Offers”), provide any non-public information to any third person with the intent to facilitate the making of an Acquisition Proposal; (iii) continue, enter into, maintain, participate, or otherwise engage in discussions with any third person (and its representatives and financing sources) with respect to an Acquisition Proposal (or any proposal, Inquiry, request for discussions or negotiation, or request to review non-public information that could constitute or reasonably be expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, Inquiries, offers, discussions, or negotiations or any effort or attempt to make any Acquisition Proposal. We have not received any offer or proposal that constituted, or could reasonably be expected to lead to, an Acquisition Proposal during the Go-Shop Period.

The “No Shop” Period—No Solicitation of Other Acquisition Proposals

Under the Merger Agreement, from the No Shop Period Start Date until the Effective Time, New Relic may not, directly or indirectly: (i) solicit, initiate, propose, or induce or knowingly encourage, facilitate, or assist any Inquiry, request for discussions or negotiation, request to review non-public information, proposal, or offer that constitutes, or would reasonably be expected to lead to any Acquisition Proposal; (ii) furnish to any third person non-public information or access to the business, properties, assets, books, records, or other similar information or knowingly cooperate with either the intent to induce or a reasonable expectation that any such action would lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications, or negotiations with any third person with respect to an Acquisition Proposal other than to inform them of the provisions of the “Go-Shop” and “No Shop” periods; (iv) approve, endorse, or recommend any proposal, offer, or Inquiry that constitutes an Acquisition Proposal or would reasonably be expected to lead to an Acquisition Proposal; or (v) enter into any letter of intent or contract relating to an Acquisition Transaction (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘Go-Shop’ Period—Solicitation of Other Offers”).

Notwithstanding the foregoing restrictions, under certain specified circumstances, from the No Shop Period Start Date until the adoption of the Merger Agreement by New Relic’s stockholders, New Relic may, among other things, provide information to, and engage or participate in negotiations or substantive discussions with, a person in respect of a bona fide Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such

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person (and its representatives, prospective debt, and equity financing sources and/or their respective representatives) with such Acquisition Proposal (in each case, if requested by such person) and such Acquisition Proposal did not result from the breach of New Relic’s obligations, as described in the immediately preceding paragraph if (and only if), subject to complying with certain procedures described in the subsequent paragraph, New Relic and the Board of Directors (or a committee thereof) may only take the actions contemplated in this sentence if such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal, and, in each case, the failure to take such actions in respect of such Acquisition Proposal would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties to stockholders under applicable law. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘No Shop’ Period—No Solicitation of Other Offers.”

Prior to the adoption of the Merger Agreement by New Relic’s stockholders, New Relic is entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal if it complies with certain procedures in the Merger Agreement, including, but not limited to, providing written notice of the Superior Proposal to Parent at least five (5) business days in advance of termination and negotiating with Parent in good faith in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

The termination of the Merger Agreement by New Relic following the Board of Directors’ authorization for New Relic to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal will result in the payment by New Relic of a termination fee of $196.0 million. If such termination had occurred before the No Shop Period Start Date, and the Company had complied in all material respects with the non-solicitation provisions set forth in the Merger Agreement, the Company would have been required to pay a termination fee of $98.0 million. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Company Board Recommendation Change.”

Termination of the Merger Agreement

In addition to the circumstances described above, Parent and New Relic have certain rights to terminate the Merger Agreement under customary circumstances, including by mutual agreement, the imposition of laws or non-appealable court orders that make the Merger illegal or otherwise prohibit the Merger, an uncured breach of the Merger Agreement by the other party, if the Merger has not been consummated by 11:59 p.m., Pacific time on January 30, 2024 (the “Termination Date”) (i) unless as of such date, certain conditions that by their nature can only be satisfied at the closing of the Merger (including certain of those relating to or arising under Antitrust Laws (as defined in the Merger Agreement)) have not been satisfied but all other closing conditions have been satisfied or waived, then the Termination Date will automatically be extended to 11:59 p.m., Pacific time, on April 30, 2024 and (ii) if as of the Termination Date as extended by the foregoing clause (i) all of the conditions other than certain of those relating to or arising under Antitrust Laws (as defined in the Merger Agreement) have been satisfied or waived, then the Termination Date will automatically be extended to 11:59 p.m., Pacific time, on July 30, 2024 (as further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement”), or if New Relic Stockholders fail to adopt the Merger Agreement at the Special Meeting (or any adjournment or postponement thereof). Under certain specified circumstances, (i) New Relic is required to pay Parent a termination fee equal to $196.0 million (if termination had occurred before the No Shop Period Start Date and certain other conditions set forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $98.0 million); and (ii) Parent is required to pay New Relic a termination fee equal to $524.0 million. Please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”

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Effect on New Relic if the Merger Is Not Completed

If the Merger Agreement is not adopted by New Relic Stockholders, or if the Merger is not completed for any other reason:

(i) the stockholders will not be entitled to, nor will they receive, any payment for their respective shares of New Relic common stock pursuant to the Merger Agreement;

(ii) (a) New Relic will remain an independent public company; (b) New Relic common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (c) New Relic will continue to file periodic reports with the SEC; and

(iii) under certain specified circumstances, New Relic will be required to pay Parent a termination fee of $196.0 million (if termination had occurred before the No Shop Period Start Date and certain other conditions set forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $98.0 million), upon the termination of the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”

The Voting and Support Agreement

JANA, HMI, and the Rolling Stockholders, which collectively own approximately 20% of the outstanding New Relic common stock as of the Agreement Date, entered into the Voting and Support Agreement with Parent and the Company. Pursuant to the Voting and Support Agreement, JANA, HMI, and the Rolling Stockholders have agreed, among other things, to vote their shares of New Relic common stock in favor of the Merger and the adoption of the Merger Agreement, to vote the Covered Shares (as defined in the Voting and Support Agreement) against any Acquisition Proposal, and, if the Company and Parent agree to effectuate the transactions contemplated by the Merger Agreement by means of a tender offer, tender the Covered Shares.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

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, but not limited to, 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 under the caption, “Where You Can Find More Information.”

Why am I receiving these materials?

The Board of Directors is furnishing this proxy statement and form of proxy card to the holders of shares of New Relic common stock in connection with the solicitation of proxies to be voted at the Special Meeting. We intend to mail the proxy materials on or about September 25, 2023 to all stockholders of record entitled to vote at the Special Meeting.

When and where is the Special Meeting?

New Relic will hold the Special Meeting virtually via the Internet at the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

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

You are being asked to vote on the following proposals:

Who is entitled to vote at the Special Meeting?

Only stockholders of record at the close of business on September 20, 2023, which is the Record Date, will be entitled to notice of the Special Meeting and to vote at the Special Meeting.

How many votes do I have?

On each matter to be voted upon, you have one (1) vote for each share of New Relic common stock you owned as of the Record Date.

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What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name

If on the Record Date your shares of New Relic common stock were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), then you are a stockholder of record. In this case, this proxy statement and your proxy card have been sent directly to you by New Relic. As a stockholder of record, you may vote online at the Special Meeting or vote by proxy over the telephone, through the Internet, or by using the proxy card. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares of New Relic common stock were held not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker, or other nominee who is considered, with respect to those shares, to be the stockholder of record. As a beneficial owner, you have the right to direct your bank, broker, or other nominee how to vote the shares in your account by following their instructions for voting. You are also invited to attend the Special Meeting. Beneficial owners may vote online at the virtual Special Meeting with a 16-digit control number. Beneficial owners who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the stockholder communications mailbox to link through to the virtual Special Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker, or other nominee.

May I attend the Special Meeting and vote in person?

Yes. If you are a stockholder of record, you may attend the Special Meeting virtually via the Internet at the virtual meeting website on November 1, 2023 and complete a virtual ballot, whether or not you sign and return your proxy card. If you are a stockholder of record, you will need your assigned 16-digit control number to vote shares electronically at the Special Meeting. The control number can be found on the proxy card, voting instruction form, or other applicable proxy notices.

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date, and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

What will I receive if the Merger is completed?

Upon completion of the Merger, you will be entitled to receive the Per Share Merger Consideration in cash, without interest, less any applicable withholding taxes, for each share of New Relic common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own 100 shares of New Relic common stock, you will receive $8,700 in cash in exchange for your shares of New Relic common stock, less applicable withholding taxes.

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Additionally, the Merger Agreement provides that:

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What vote is required to adopt the Merger Agreement?

The affirmative vote of the holders of a majority of the outstanding shares of New Relic common stock is required to adopt the Merger Agreement.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker, or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Each “broker non-vote” will also have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Have any New Relic Stockholders already agreed to approve the proposal to adopt the Merger Agreement?

Yes. JANA, HMI, and the Rolling Stockholders, which collectively owned 15,253,105 shares of New Relic common stock representing approximately 20% of the outstanding shares of New Relic common stock as of July 30, 2023, have entered into the Voting and Support Agreement with Parent. Pursuant to the Voting and Support Agreement, JANA, HMI, and the Rolling Stockholders have agreed, among other things, to vote all shares of New Relic common stock in favor of the proposal to adopt the Merger Agreement and against any competing transaction so long as (1) the Merger Agreement has not been terminated, (2) the Board of Directors has not made a Company Board Recommendation Change, (3) the Merger Agreement has not been amended or modified (including the waiver of any provision thereof) in a way that reduces or modifies the form of consideration payable to JANA, HMI, or the Rolling Stockholders or is adverse to JANA, HMI, and the Rolling Stockholders relative to the other stockholders of the Company, (4) Parent has not provided written notice to JANA, HMI, and the Rolling Stockholders terminating the Voting and Support Agreement and (5) the Voting and Support Agreement has not been otherwise terminated by consent of all parties thereto. For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting and Support Agreement.”

What happens if the Merger is not completed?

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

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Under specified circumstances, New Relic will be required to pay Parent a termination fee of $196.0 million (if termination had occurred before the No Shop Period Start Date and certain other conditions set forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $98.0 million), upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”

Why are the stockholders being asked to cast an advisory (non-binding) vote to approve the Compensation Proposal?

The Exchange Act and applicable SEC rules thereunder require New Relic to seek an advisory (non-binding) vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.

What vote is required to approve the Compensation Proposal?

The affirmative vote of the holders of a majority of the shares of New Relic present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required for approval of the Compensation Proposal.

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

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on New Relic. Therefore, if the other requisite stockholder approvals are obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to New Relic’s named executive officers in accordance with the terms and conditions of the applicable agreements.

What do I need to do now?

You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card), so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker, or other nominee to vote your shares.

Should I surrender my book-entry shares now?

No. After the Merger is completed, the payment agent will send each holder of record a letter of transmittal and written instructions that explain how to exchange shares of New Relic common stock represented by such holder’s book-entry shares for merger consideration.

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

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of New Relic common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies New Relic in writing of such special arrangements, you will transfer the right to receive the Per Share Merger Consideration, if the

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Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of New Relic common stock after the Record Date, we encourage you to sign, date, and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).

How may I vote?

If you are a stockholder of record (that is, if your shares of New Relic common stock are registered in your name with Computershare, our transfer agent), there are four (4) ways to vote:

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of New Relic common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of New Relic common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of New Relic common stock in person by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by virtual ballot, your previous vote by proxy will not be counted.

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

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

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

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

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

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Note that simply attending the Special Meeting will not, by itself, revoke your proxy. If you hold your shares of New Relic common stock in “street name,” you should contact your bank, broker, or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker, or other nominee.

What is a proxy?

A proxy is your legal designation of another person to vote your shares of New Relic common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of New Relic common stock is called a “proxy card.” William Staples, our Chief Executive Officer and a member of our Board of Directors, David Barter, our Chief Financial Officer, and Thomas Lloyd, our Chief Legal Officer, or any of them, are the proxy holders for the Special Meeting, each with full power of substitution and re-substitution.

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

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

What should I do if I receive more than one (1) set of voting materials?

Please sign, date, and return (or grant your proxy electronically over the Internet or by telephone using the instructions provided in the enclosed proxy card) each proxy card and voting instruction card that you receive.

You may receive more than one (1) set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one (1) name, you will receive more than one (1) proxy card.

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

New Relic intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that New Relic files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.”

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Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the Merger?

If you are a U.S. Holder (as defined under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”), the exchange of New Relic common stock for cash pursuant to the Merger generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you received pursuant to the Merger and your adjusted tax basis in the shares of common stock surrendered pursuant to the Merger.

A Non-U.S. Holder (as defined under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of New Relic common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States or New Relic is or has been a United States real property holding corporation.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own particular circumstances and any consequences arising under the laws of any state, local, or foreign taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

When do you expect the Merger to be completed?

We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in late 2023 or early 2024. 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, many of which are outside of our control.

Who can help answer my questions?

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

New Relic Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

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FORWARD-LOOKING STATEMENTS

This proxy statement, and any document to which New Relic refers in this proxy statement, contains “forward-looking statements” within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on New Relic’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by New Relic, FP, and TPG, all of which are subject to change. Such statements generally include words such as “may,” “will,” “should,” “would,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, estimates, and projections. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the Merger or to make or take any filing or other action required to consummate the Merger on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:

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While the list of factors presented here is considered representative, such list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this proxy statement primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy statement. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this proxy statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement to reflect events or circumstances after the date of proxy statement or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.

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THE SPECIAL MEETING

You are receiving this proxy statement because our Board of Directors is soliciting your proxy to vote your shares at the Special Meeting with respect to the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

Date, Time, and Place

The Special Meeting will be held on November 1, 2023 at 7:00 a.m., Pacific time. New Relic will hold the special meeting virtually via the Internet at the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) 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.

Record Date; Outstanding Shares; Quorum

Only holders of record of our common stock at the close of business on the Record Date, which is September 20, 2023, will be entitled to notice of and to vote at the Special Meeting. As of the close of business on the Record Date, there were 71,020,661 shares of our common stock outstanding and entitled to vote, held of record by approximately 80 stockholders.

Pursuant to our bylaws, the holders of a majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Each of our stockholders is entitled to one vote for each outstanding share of common stock held as of the record date on each matter properly submitted to the stockholders for their vote. For at least the ten days prior to the Special Meeting, a complete list of stockholders entitled to vote at the Special Meeting will be available upon written request by any stockholder for any purpose germane to the meeting. Requests should be sent to New Relic at 188 Spear Street, Suite 1000, San Francisco, California 94105, Attention: Corporate Secretary.

Attending the Meeting

Our Special Meeting will be a virtual meeting. To attend, go to www.virtualshareholdermeeting.com/NEWR2023SM and follow the instructions provided. You will need the control number printed on your proxy card in order to join the meeting. We recommend you join the meeting 15 minutes before the meeting is scheduled to begin. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log in page.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of New Relic common stock is required to adopt the Merger Agreement. As of the Record Date, 35,510,331 votes constitute a majority of the outstanding shares of New Relic common stock. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

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The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement and “AGAINST” the proposal to approve, on an advisory (non-binding) basis, the Compensation Proposal. For stockholders who do not attend the meeting, are not represented by proxy or otherwise abstain from voting, it will not have any effect on the proposal to adjourn the Special Meeting. Abstentions in respect of shares that are not present virtually or represented by proxy at the Special Meeting are not considered votes cast and therefore will have no effect on the outcome of this proposal. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Approval of the proposal to adjourn the Special Meeting is not a condition to completion of the Merger.

Each “broker non-vote” will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. 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. New Relic does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers, and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of New Relic 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 proposal to adopt the Merger Agreement.

Stock Ownership and Interests of Certain Persons

Shares Held by New Relic’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 16,224,124 shares of New Relic common stock, representing approximately 22.8% of the shares of New Relic common stock outstanding on the Record Date (and approximately 23.7% of the total shares of New Relic common stock outstanding when taking into account Company Options held, in the aggregate, by our directors and executive officers).

We currently expect that our directors and executive officers will vote all of their respective shares of New Relic common stock (1) “FOR” the adoption of the Merger Agreement, (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal, and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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Shares Held by JANA, HMI, and the Rolling Stockholders

JANA, HMI, and the Rolling Stockholders, which collectively owned approximately 20% of the outstanding New Relic common stock as of July 30, 2023, entered into the Voting and Support Agreement with Parent and the Company. Pursuant to the Voting and Support Agreement, JANA, HMI, and the Rolling Stockholders have agreed, among other things, to vote their shares of New Relic common stock in favor of the Merger and the adoption of the Merger Agreement and against any competing transaction so long as (1) the Merger Agreement has not been terminated, (2) the Board of Directors has not made a Company Board Recommendation Change, (3) the Merger Agreement has not been amended or modified (including the waiver of any provision thereof) in a way that reduces or modifies the form of consideration payable to JANA, HMI, or the Rolling Stockholders or is adverse to JANA, HMI, and the Rolling Stockholders relative to the other stockholders of the Company, (4) Parent has not provided written notice to JANA, HMI, and the Rolling Stockholders terminating the Voting and Support Agreement and (5) the Voting and Support Agreement has not been otherwise terminated by consent of all parties thereto. For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting and Support Agreement.”

Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a virtual ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker, or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker, or other nominee by following the instructions on the voting form provided by your bank, broker, or other nominee. 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 in person with a “legal proxy” from your bank, broker, or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the adjournment proposal.

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Revocability of Proxies

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

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy, provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of New Relic common stock in “street name,” you should contact your bank, broker, or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker, or other nominee.

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

Board of Directors’ Recommendation

The Board of Directors has, unanimously amongst members of the Board of Directors present and voting: (i) determined that it is in the best interests of New Relic and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by New Relic, the performance by New Relic of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that New Relic Stockholders adopt the Merger Agreement.

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

Solicitation of Proxies

The expense of soliciting proxies will be borne by New Relic. We have retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $30,000 plus expenses. We will also indemnify Innisfree against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers, and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet, or other means of communication. No additional compensation will be paid for such services.

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Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in late 2023 or early 2024.

Appraisal Rights

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

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

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to New Relic 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 your shares of New Relic common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of New Relic common stock through a bank, brokerage firm, or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm, or nominee.

Delisting and Deregistration of New Relic Common Stock

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

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of New Relic common stock will be voted in accordance with the discretion of the appointed proxy holders.

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Householding of Special Meeting Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for special and other meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of meeting and proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A number of brokers with account holders who are New Relic Stockholders will be “householding” the Company’s proxy materials. A single set of meeting and proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received a notice from us (if you are a stockholder of record) or from your broker (if you are a beneficial owner) that we or they will be “householding” communications 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 set of meeting and proxy materials, or if you currently receive multiple copies and would like to request “householding” of your communications, please notify your broker or the Company. Direct your written request to the Company to our Corporate Secretary at New Relic, Inc., 188 Spear Street, Suite 1000, San Francisco, California 94105, or contact our Corporate Secretary at (650) 777-7600. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the meeting and proxy materials, as applicable, to a stockholder at a shared address to which a single copy of the documents was delivered. If a bank, broker, or other nominee holds your shares, please contact your bank, broker, or other nominee directly.

Questions and Additional Information

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

New Relic Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

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THE MERGER

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

Parties Involved in the Merger

New Relic, Inc.

188 Spear Street, Suite 1000

San Francisco, California 94105

New Relic, a Delaware corporation, is a leading “all-in-one” observability platform that enables its customers to plan, build, deploy, and operate their critical digital infrastructure by harnessing the power of data. New Relic’s observability platform combines metrics, events, logs, traces, and other telemetry data with its proprietary stack of analytical tools to rapidly generate actionable, fact-based insights. New Relic’s customers use its platform to improve uptime, reliability, and operational efficiency, in order to optimize the digital experience for their customers and within their organizations. Founded in 2007 and headquartered in San Francisco, California, New Relic has been a leader in all-in-one observability. New Relic common stock is listed on the NYSE under the symbol “NEWR.”

Crewline Buyer, Inc.

c/o Francisco Partners Management LLC

One Letterman Drive, Building C—Suite 410

San Francisco, California 94129

TPG Partners IX, L.P.

c/o TPG Global, LLC

301 Commerce Street—Suite 3300

Fort Worth, TX 76102

Parent was formed on July 25, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Crewline Merger Sub, Inc.

c/o Francisco Partners Management LLC

One Letterman Drive, Building C—Suite 410

San Francisco, California 94129

TPG Partners IX, L.P.

c/o TPG Global, LLC

301 Commerce Street—Suite 3300

Fort Worth, TX 76102

Merger Sub is a wholly owned subsidiary of Parent and was formed on July 25, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business

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activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into

New Relic and the separate corporate existence of Merger Sub will cease, with New Relic continuing as the

Surviving Corporation. As a result of the Merger, New Relic will become a wholly owned subsidiary of

Parent, and New Relic common stock will no longer be publicly traded and will be delisted from the NYSE. In

addition, New Relic common stock will be deregistered under the Exchange Act, and we will no longer file

periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of

the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State

of Delaware (or at such later time as we, Parent, and Merger Sub may agree and specify in the certificate of

merger).

Effect on New Relic If the Merger Is Not Completed

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

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Merger Consideration

New Relic Common Stock

At the Effective Time, each share of New Relic common stock (other than Excluded Shares, which include, among other things, the Rollover Shares and shares of New Relic common stock owned by stockholders who have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, less applicable withholding taxes.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of New Relic common stock that you own (less applicable withholding taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

Treatment of Company Equity Awards

Company Options. Pursuant to the Merger Agreement, each Vested Option will be cancelled in exchange for an amount in cash equal to the Option Consideration. The Option Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date. Each Unvested Option will be substituted and converted into an award to receive an amount in cash equal to the Substituted Option Award, payable on the same schedule as the Unvested Options that vest in the future and be subject to the same terms and conditions applicable to such Unvested Options immediately prior to the Effective Time, including continued employment with Parent or New Relic. Each Vested Option and each Unvested Option that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration will be cancelled for no consideration as of the Effective Time.

Company Restricted Stock Units. Each Company RSU Award that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time will be cancelled in exchange for an amount in cash equal to the RSU Consideration. The RSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date. Each Company RSU Award that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms (after taking into account any vesting or accelerated vesting provisions in connection with the Merger applicable to such Company RSU Award) will be cancelled and be converted into the contractual right to receive the payment of the RSU Consideration in respect of the Converted RSU Award in cash from the Surviving Corporation. The Converted RSU Award will be subject to the same terms and conditions applicable to the corresponding Company RSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company RSU Award).

Company Special Performance Stock Units. Each Company Special PSU Award that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time based on actual performance through the Effective Time will be cancelled in exchange for the payment of PSU Consideration. The PSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date.

Company Performance Stock Units. Each Company PSU Award that is outstanding immediately prior to the Effective Time and that has satisfied the performance vesting conditions but that has not satisfied the service vesting conditions upon the occurrence of the Effective Time will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation equal to the product obtained by multiplying (A) the Per Share Merger Consideration by (B) the number of shares of New Relic common stock covered by such Company PSU Award immediately prior

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to the Effective Time (after determining the number of shares of New Relic common stock underlying the Company PSU Award that vest based on actual performance through the Effective Time). In connection with the signing of the Merger Agreement, New Relic approved an amendment to the terms of the Company PSU Awards whereby the total shareholder return of the comparable index companies will be measured as of Agreement Date in lieu of instead being measured as of immediately prior to the Effective Time of the Merger, and all other terms and conditions remain as is. Except as otherwise provided, the PSU Consideration will be subject to the same terms and conditions applicable to the corresponding Company PSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company PSU Award, but, excluding nay performance-based vesting conditions, in accordance with the terms of the Company PSU Award). Any portion of a Company PSU Award that does not get converted in accordance with the foregoing will immediately terminate without consideration at the Effective Time.

Restricted Stock. Each Restricted Stock that is outstanding immediately prior to the Effective Time will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation equal to the Per Share Merger Consideration, and such consideration will be payable on the same schedule as the corresponding Restricted Stock and be subject to the same terms and conditions applicable to such Restricted Stock immediately prior to the Effective Time (including time-based vesting conditions, forfeiture and any accelerated vesting provisions applicable to such Restricted Stock).

Company ESPP

In connection with the execution and delivery of the Merger Agreement New Relic took the following actions under our ESPP: (i) ensured no new participants will commence participation in the ESPP after July 30, 2023; (ii) ensured no participant will be allowed to increase his or her payroll contribution rate in effect as of July 30, 2023 or make separate non-payroll contributions on or following such date; and (iii) ensured no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after July 30, 2023. If the Effective Time is expected to occur prior to the end of the current purchase period, New Relic must provide for an earlier exercise date (including for purposes of determining the purchase price for the current purchase period). Such earlier exercise date will be as close to the Effective Time as is administratively practicable. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time, but subject to consummation of the Merger.

Background of the Merger

Events Leading Up to the Merger Agreement

As part of New Relic’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and New Relic’s senior management periodically review, consider, and assess New Relic’s operations and financial performance, as well as overall industry, macroeconomic and geopolitical conditions, as they may affect those strategic goals and plans, with the goal of enhancing stockholder value. This review at times includes, among other things, the consideration of potential opportunities for business combinations, acquisitions, and other financial and strategic alternatives. The Board of Directors has also regularly engaged with New Relic stockholders to discuss and solicit their perspectives on New Relic’s strategic direction.

As part of this, in the months leading up to New Relic’s 2021 fiscal year, the Board of Directors, with the input of New Relic senior management, undertook a deep strategic review of New Relic’s business model, including with respect to the company’s product offerings and competitive position, which highlighted that subscription revenues for the 2021 fiscal year would likely decrease at a significant rate and that the company needed to completely overhaul its product platform and pricing to remain competitive in the market.

Following this strategic review process, on July 30, 2020, New Relic publicly announced its intention to transition to a “consumption” based pricing model for its software (which charges customers based on their usage

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of the New Relic platform, rather than on a subscription basis), as well as a streamlined product offering focused on one complete observability platform. Throughout 2020 and thereafter, New Relic’s Board of Directors and management reviewed the progress of New Relic’s transition to a consumption-based pricing model. New Relic’s transition strategy included significant changes to its sales and marketing organization and routes to market, including a shift to product-led growth, a greater rotation of engineering resources towards product development, and the long-term migration of existing subscription customers to consumption-based pricing.

While the Board of Directors believed that the shift to a consumption-based pricing model would help drive revenue growth in the future, New Relic’s near-term financial performance and revenue growth over its next several fiscal quarters largely reflected the deceleration of the company’s legacy subscription business due to product downgrades and customer losses, with year-over-year revenue growth during the course of New Relic’s fiscal year 2021 being 15% in the first quarter, 14% in the second quarter, 9% in the third quarter and 8% in the fourth quarter. The price per share of New Relic common stock on the New York Stock Exchange during New Relic’s fiscal year 2021 was extremely volatile and ranged from a low of $44.49 per share to a high of $80.77 per share.

On February 2, 2021, the Board of Directors met to discuss New Relic’s recent business trends, financial performance and key business goals. In particular, the Board of Directors discussed New Relic’s financial performance since its shift to a consumption-based pricing model, as well as the volatility in New Relic’s financial performance and revenue growth. As part of this discussion and its ongoing review of key business goals, the Board of Directors also discussed the potential for a CEO transition, as well as other senior members of New Relic management, to lead the company during the course of its broader business transition, particularly with respect to its new product, sales and go-to-market strategy. During the meeting, at the invitation of the Board of Directors, representatives of Qatalyst Partners gave a presentation on potential strategic alternatives, valuation comparables, market dynamics, timing considerations and potential strategic approaches related to New Relic and the software industry.

On March 3, 2021, at the direction of the Board of Directors, New Relic engaged Qatalyst Partners as its financial advisor in connection with preparing for, and evaluating, various potential strategic alternatives, including a potential sale transaction. The Board of Directors selected Qatalyst Partners to act as New Relic’s financial advisor based on Qatalyst Partners’ long-standing relationship with New Relic as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of New Relic and the industry in which it operates, and the Board of Directors engaged them at this time in order to familiarize them with New Relic during its ongoing business transition to be prepared to quickly respond to potential external developments. As part of its engagement, Qatalyst Partners provided the Board of Directors a conflict disclosure letter, and the Board of Directors determined that Qatalyst Partners had no conflicts that would preclude it from acting as New Relic’s financial advisor.

On May 13, 2021, New Relic publicly announced that its founder, Mr. Lew Cirne, would be stepping down as CEO and moving into an executive chairman role, with Mr. Bill Staples (previously New Relic’s chief product officer) taking over as CEO.

On June 24, 2021, New Relic entered into a cooperation agreement with Engaged Capital, LLC (“Engaged”), a stockholder of New Relic, pursuant to which Mr. Radhakrishnan “RK” Mahendran, a Partner of HMI Capital Management, L.P. (“HMI”), also a stockholder of New Relic, was appointed as a director of the Board of Directors, and New Relic agreed to take all necessary actions to fully declassify the structure of the Board of Directors by its 2023 annual stockholder meeting.

The volatility in New Relic’s financial performance and revenue growth continued into its fiscal year 2022. On November 8, 2021, New Relic announced financial results for the second quarter of fiscal year 2022, with 18% year-over-year revenue growth. By the close of trading on November 9, 2021, the price per share of New Relic common stock on the New York Stock Exchange had reached an all-time high of $125.97 per share, an increase of 39% from the prior day close of trading. However, on February 8, 2022, New Relic announced financial results for the third quarter of fiscal year 2022, with 22% year-over-year revenue growth, but beating revenue

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guidance for the quarter by only 1% and forecasting slower revenue growth in the fourth quarter relative to the third quarter. On February 9, 2022, the price per share of New Relic common stock on the New York Stock Exchange closed at $78.23 per share, a decline of 28% from the prior day close of trading. In addition, from November 2021 to February 2022, values of publicly traded software companies experienced a significant decline, with the Bessemer Emerging Cloud Index declining by 29%.

Following an introduction made by Qatalyst Partners on March 7, 2022, on March 12, 2022, Mr. Staples met with representatives of TPG and discussed general challenges that New Relic was facing in the public markets. TPG extended an open offer to help where needed.

On May 12, 2022, New Relic announced financial results for the fourth quarter of fiscal year 2022 and the full fiscal year 2022, with 19% year-over-year revenue growth for the quarter and 18% year-over-year revenue growth for the fiscal year, and forecasting year-over-year revenue growth for fiscal year 2023 of 17-18%. As of the close of trading on May 13, 2022, the price per share of New Relic common stock on the New York Stock Exchange was $46.60 per share, a decline of 3% from the prior day close of trading, and on May 18, 2022, New Relic’s common stock on the New York Stock Exchange closed at a price of $42.76 per share, representing a two-year low closing price for the stock.

On May 27, 2022, a representative of TPG emailed Mr. Staples to request a meeting in early June with the goal of furthering their previous discussions. The requested meeting was not ultimately scheduled.

On June 3, 2022, Mr. Mahendran received an unsolicited phone call from representatives of FP expressing interest in exploring a potential take-private transaction with New Relic at an unspecified premium to New Relic’s recent trading prices. Mr. Mahendran informed the representative of FP that he would report such interest to the Board of Directors and respond following discussion with other directors.

At a meeting of the Board of Directors held on June 4, 2022, Mr. Mahendran updated the Board of Directors on the interest expressed by the representative of FP. Mr. Mahendran noted to the Board of Directors that he did not encourage such discussion, but that he wanted to bring it to the attention of the Board of Directors. The Board of Directors and management discussed current market dynamics impacting New Relic, potential variability in its business during the near term and the potential for further interest from private equity funds. The Board of Directors concluded that it was not in the interests of stockholders to pursue a sale transaction at this time due to New Relic’s ongoing business transition but requested members of New Relic’s management to track any further interest and continue to assess developments in New Relic’s business and market dynamics. The Board of Directors instructed Mr. Mahendran to revert to representatives of FP with this messaging in due course following the meeting.

On June 6, 2022, New Relic entered into a cooperation agreement with JANA Partners LLC (“JANA”), a stockholder of New Relic, pursuant to which New Relic agreed to appoint Mr. Kevin Galligan and Ms. Susan Arthur to the Board of Directors. The Board of Directors now included Mr. Cirne, Mr. Staples, Ms. Hope Cochran, Mr. Pali Bhat, Ms. Anne DelSanto, Mr. David Henshall, Mr. Takeshi Numoto, Ms. Caroline Watteuw Carlisle, Mr. Mahendran, Mr. Galligan and Ms. Arthur. The members of the Board of Directors remained the same from June 6, 2022 through the signing of the Merger Agreement on July 30, 2023.

On June 15, 2022, consistent with the prior direction from the Board of Directors, Mr. Mahendran conveyed to FP that the Board of Directors had concluded that it was not in the interests of stockholders to pursue a sale transaction at this time.

On July 11, 2022, Mr. Henshall met with a representative of FP, as part of a prescheduled meeting unrelated to New Relic. During the course of the meeting, the representative of FP raised FP’s interest in New Relic and asked if Mr. Staples would be open to an introductory meeting to hear more about FP and its interest in acquiring

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New Relic. Following the meeting, Mr. Henshall conferred with Mr. Staples and, consistent with the prior direction from the Board of Directors, Mr. Henshall relayed to FP that New Relic would not be pursuing a sale transaction at this time.

On July 13, 2022, notwithstanding New Relic’s prior responses, representatives of FP sent a proposal to acquire New Relic to Mr. Staples and Mr. Cirne. In the proposal, FP offered to acquire all outstanding shares of New Relic at a price of $70-75 per share. The offer price represented a premium of 35-44% to New Relic’s closing share price of $51.99 on July 13, 2022 and a premium of 39-49% to New Relic’s 30-day trailing volume-weighted average price (“VWAP”). FP noted as part of its proposal that financing for the proposed transaction would be a combination of equity capital from its existing funds and debt financing. Following receipt of the proposal from FP, Mr. Thomas Lloyd, the Chief Legal Officer of New Relic, forwarded to the Board of Directors the proposal from FP and TPG for their review, noting that the Board of Directors would discuss the proposal at an upcoming meeting, to be scheduled, and that Qatalyst Partners was preparing materials based on the proposal for review by the Board of Directors.

On July 20, 2022, Reuters reported that New Relic was exploring sale options following interest from private equity firms. The price per share of New Relic common stock on the New York Stock Exchange as of the close of trading on July 20, 2022 was $61.55 per share, as compared to $52.37 per share on the prior trading day.

On July 21, 2022, following the Reuters report published the prior day, a representative of another financial sponsor (“PE Firm A”) sent an email to Mr. Staples expressing interest in New Relic and requesting an introductory meeting. Mr. Staples responded that they could perhaps look to meet after New Relic’s upcoming earnings announcement to be held on August 4, 2022. However, this meeting was never ultimately scheduled.

Later on July 21, 2022, the Board of Directors met, with members of New Relic’s senior management and representatives of Qatalyst Partners present, to discuss FP’s proposal. Representatives of Qatalyst Partners led a presentation to the Board of Directors regarding an analysis of the proposal from FP, including a detailed review of historical trading prices and valuation implications. Mr. Lloyd also provided a brief overview of legal considerations in light of the proposal from FP, including a discussion of fiduciary duties and process requirements. The Board of Directors discussed next steps and timing for a potential response in light of New Relic’s upcoming earnings release and investor discussions. Following this discussion, the Board of Directors determined that it would need additional valuation analysis from Qatalyst Partners based on preliminary internal projections developed by New Relic management in order to better assess the proposal from FP and authorized Qatalyst Partners to respond to FP that the Board of Directors would review the proposal in more detail and respond when appropriate following the company’s upcoming earnings announcement on August 4, 2022. During the course of the meeting, Mr. Staples also informed the Board of Directors of the outreach he had received from PE Firm A.

On July 26, 2022, representatives of Qatalyst Partners informed FP that the Board of Directors was evaluating the proposal in more detail and would respond when appropriate following New Relic’s upcoming earnings announcement on August 4, 2022.

On August 2, 2022, a representative of TPG reached out to Ms. Cochran and expressed TPG’s interest in a potential acquisition of New Relic if discussions regarding a sale transaction began to materialize.

On August 4, 2022, New Relic announced that David Barter would be joining the company as its new Chief Financial Officer. New Relic also announced financial results for the first quarter of fiscal year 2023, which showed year-over-year revenue growth of 20%.

On August 10, 2022, representatives of TPG contacted representatives of Qatalyst Partners to express their interest in a potential acquisition of New Relic if discussions regarding a sale transaction began to materialize.

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On August 12, 2022, representatives of FP and TPG communicated to representatives of Qatalyst Partners that TPG would be proceeding in a joint bid for New Relic with FP under the same terms as previously provided in the proposal sent by FP on July 13, 2022.

On August 23, 2022, the Board of Directors met, with senior members of New Relic’s management and representatives of Qatalyst Partners present, to discuss FP’s bid and the addition of TPG as a joint bidder. Representatives of Qatalyst Partners led a presentation to the Board of Directors including an updated analysis of the joint proposal from FP and TPG based on preliminary internal projections developed by New Relic management since the prior board meeting on July 21, 2022, as well as an analysis of the potential responses to FP and TPG, potential negotiation strategies, other strategic alternatives and potential partners. In particular, representatives of Qatalyst Partners highlighted that, based on the high end of the preliminary internal projections developed by New Relic management, the proposal from FP and TPG would be significantly lower than potential future valuations of New Relic if management were able to execute to their preliminary projections. Mr. Lloyd also provided an overview of legal considerations in light of the proposal from FP and TPG, including a discussion of fiduciary duties and process considerations. Following extended discussion of the presentation from Qatalyst Partners, the Board of Directors concluded that the proposal from FP and TPG was insufficient to engage in further discussions with FP and TPG and directed representatives of Qatalyst Partners to communicate that to FP and TPG on behalf of New Relic. In light of the Board of Directors’ conclusion not to move forward with further discussions regarding the proposal from FP and TPG, the Board of Directors also determined that there was no need for Mr. Staples to further respond to the inquiry from PE Firm A at that time since the company would not be pursuing a sale transaction.

Later on August 23, 2022, representatives of Qatalyst Partners communicated to representatives of FP and TPG that their joint proposal, based on the terms of the proposal sent by FP and TPG on July 13, 2022, was insufficient for the Board of Directors to engage in discussions.

On August 26, 2022, a representative of TPG met with Mr. Barter and Mr. Staples and reinforced TPG’s continued interest in acquiring New Relic. Mr. Staples reiterated the message that the proposal from FP and TPG was insufficient for the Board of Directors to engage in discussions with FP and TPG.

On August 31, 2022, Ms. Cochran reinforced the message to representatives of TPG that the proposal from FP and TPG was insufficient. Representatives of TPG expressed their continued desire to be included if the Board of Directors were to run a sale process.

On September 9, 2022, Mr. Mahendran reiterated New Relic’s position to representatives of FP that the proposal from FP and TPG was insufficient for the Board of Directors to engage in discussions with FP and TPG.

On October 11, 2022, New Relic announced that Mark Dodds would be joining the company as its new Chief Revenue Officer. Mr. Dodds’ appointment continued New Relic’s focus on further building out its leadership team, following the hiring of David Barter as Chief Financial Officer and certain other members of senior management.

During the course of October and November 2022, representatives of FP and TPG continued to express interest to representatives of Qatalyst Partners in engaging with New Relic in discussions regarding a potential acquisition of New Relic. Representatives of Qatalyst Partners continued to reiterate New Relic’s position that the proposal from FP and TPG was insufficient for the Board of Directors to engage in discussions with FP and TPG.

On November 28, 2022, representatives of FP and TPG sent an updated proposal to acquire New Relic to Mr. Cirne and Mr. Staples, with an increased price range of $75-80 per share in cash, which represented a premium of 43-52% to New Relic’s closing share price of $52.62 per share on November 25, 2022. Later that same day, Mr. Lloyd forwarded to the Board of Directors the updated proposal from FP and TPG for their

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review, noting that the Board of Directors would discuss the proposal at their next meeting, to be scheduled, and that Qatalyst Partners was preparing materials based on the revised proposal for review by the Board of Directors.

On December 5, 2022, a representative of TPG reached out to representatives of Qatalyst Partners to reaffirm FP and TPG’s joint proposal and request an update. Representatives of Qatalyst Partners indicated that the Board of Directors was meeting the following week and that FP and TPG’s joint proposal would be discussed. As of the close of trading on December 5, 2022, the price per share of New Relic common stock on the New York Stock Exchange was $55.29 per share.

On December 11, 2022, the Board of Directors met to discuss FP and TPG’s joint proposal sent on November 28, 2022 with members of New Relic’s senior management and representatives of Qatalyst Partners present. Mr. Lloyd gave a presentation to the Board of Directors on legal considerations in connection with FP and TPG’s proposal, including a review of applicable fiduciary duties, and representatives of Qatalyst Partners led a presentation on the updated proposal to the Board of Directors. After discussion, the Board of Directors determined that the updated proposal was not compelling and that it was in the best interest of New Relic stockholders to reject the proposal and continue to pursue its current business plan. The Board of Directors believed that the updated joint proposal from FP and TPG did not represent the fair value for New Relic and that the prospects of the company’s operating and strategic growth plans continued to exceed the offer range. The Board of Directors then authorized representatives of Qatalyst Partners, on behalf of New Relic, to convey this determination to FP and TPG. However, in light of the ongoing interest expressed by FP and TPG, the Board of Directors also directed Mr. Staples and Mr. Barter to have a meeting with representatives of FP and TPG to answer any questions about New Relic that they may have on the basis of publicly available information.

On December 12, 2022, representatives of Qatalyst Partners communicated to FP and TPG that their joint proposal was insufficient for the Board of Directors to engage in discussions regarding a sale transaction with FP and TPG, but that Mr. Staples and Mr. Barter would be available to answer any questions about New Relic that they may have.

On January 9, 2023, Mr. Staples and Mr. Barter met with representatives of FP and TPG, as instructed by the Board of Directors at the December 11, 2022 meeting, to answer questions about New Relic and its business based on publicly available information.

On February 7, 2023, New Relic announced financial results for the third quarter of its fiscal year 2023, including year-over-year revenue growth for the quarter of 18% and projected year-over-year revenue growth for the fiscal year 2023 between 17.5% and 17.8%. New Relic attributed a significant majority of this revenue growth to success in consumption-based customer commitments, as opposed to legacy subscription contracts. The price per share of New Relic common stock on the New York Stock Exchange as of the close of trading on February 8, 2023 was $76.50 per share, an increase of 18% from the prior day close of trading.

On February 21, 2023, representatives of FP and TPG sent to Mr. Staples and Mr. Cirne a renewed proposal to acquire all outstanding shares of New Relic at a price of $95 per share. The offer price represented a premium of 29% to New Relic’s closing share price of $73.63 on February 21, 2023 and a premium of 38% to New Relic’s 30-day trailing VWAP. Later that same day, Mr. Lloyd forwarded to the Board of Directors the updated proposal from FP and TPG for their review, noting that the Board of Directors would discuss the proposal at their next meeting, to be scheduled, and that Qatalyst Partners was preparing materials based on the revised proposal for review by the Board of Directors.

On February 27, 2023, representatives of FP and TPG delivered a draft illustrative summary of the sources and uses of funds for a potential transaction at $95 per share to Qatalyst Partners, which reflected that an aggregate $750 million to $1 billion of the financing for the proposed transaction would come from two unnamed limited partner co-investors.

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On March 12, 2023, the Board of Directors met, with representatives of Qatalyst Partners present, to discuss the joint proposal from FP and TPG and whether to conduct outreach to other potential bidders. Mr. Lloyd gave a presentation to the Board of Directors on legal considerations in connection with FP and TPG’s proposal, including a review of applicable fiduciary duties, and representatives of Qatalyst Partners led a presentation on the joint proposal to the Board of Directors. At the meeting, the Board of Directors concluded that the proposal was sufficiently attractive for New Relic to explore a potential sale process. The Board of Directors discussed with representatives of Qatalyst Partners a potential outreach process to other private equity sponsors and strategic counterparties (including the potential scope of any such outreach) on behalf of New Relic to solicit additional indications of interest based on publicly available information so as to engage additional potentially interested parties in the sale process. The Board of Directors also discussed process timing and a potential target signing and announcement date in conjunction with New Relic’s fourth quarter fiscal year 2023 earnings call in May 2023. The Board of Directors instructed Qatalyst Partners to develop a staged sale process for discussion at its next meeting with this potential timeline in mind.

On March 14, 2023, the Board of Directors met, together with members of New Relic’s senior management and representatives of Qatalyst Partners and Latham & Watkins LLP, outside counsel for New Relic (“Latham”), to further discuss the joint proposal from FP and TPG and a three-phase plan for the sale process going forward. The first phase would involve representatives of Qatalyst Partners reaching out to additional strategic and financial sponsor parties approved by the Board of Directors and soliciting initial bids based solely on public information, without providing access to New Relic’s management team. In addition, Qatalyst Partners would inform FP and TPG in parallel that their latest proposal remained inadequate but that the Board of Directors would be willing to invite them to conduct further diligence in order to improve their offer in a staged sale process. For the second phase, representatives of Qatalyst Partners would invite those parties who made competitive initial indications based on public information (including FP and TPG) to attend management presentations hosted by members of New Relic’s management, conduct further diligence (including access to non-public information about New Relic’s business), pursue follow-up discussions with members of New Relic’s management team and contact potential limited partners to serve as sources of equity capital, if necessary. After this period to conduct due diligence on New Relic’s business, the parties would be invited to submit revised proposals. The third phase would begin with the Board of Directors determining whether to proceed with a potential sale transaction, and if so, which parties to involve. The third phase would shift to completing confirmatory diligence, arranging debt and equity financing, if necessary, and negotiating definitive transaction documentation with interested bidders, with a potential target signing and announcement date in conjunction with New Relic’s fourth quarter fiscal year 2023 earnings call in May 2023. The Board of Directors directed Qatalyst Partners to proceed with the process as outlined. Representatives of Latham presented legal considerations in connection with running a potential sale process, including an overview of fiduciary duties, and the potential benefits of forming a Transaction Committee (as a committee of convenience) to provide regular input and direction to management and Qatalyst Partners during the strategic alternative review process. However, the Transaction Committee was not empowered to make recommendations or decisions regarding whether to move forward with a sale transaction. The Transaction Committee was not formed due to existing conflicts of interest. Following discussion, the Board of Directors formed the Transaction Committee, which initially consisted of Mr. Cirne, Mr. Henshall, Ms. DelSanto, Mr. Galligan and Mr. Mahendran. Such directors were selected for the Transaction Committee based on their relevant experience and qualifications to serve on such a committee.

On March 16, 2023, on behalf of New Relic and at the direction of the Board of Directors, representatives of Qatalyst Partners kicked off the first phase of the plan and began outreach to 16 additional parties, including 12 private equity sponsors and four strategic counterparties. Such third parties were identified by the Board of Directors following consultation with representatives of Qatalyst Partners and New Relic management as having the most likely strategic interest in acquiring New Relic and the financial capability to complete such an acquisition. Representatives of Qatalyst Partners were instructed by the Board of Directors to note as part of this outreach to the potential counterparties that New Relic had received serious and persistent unsolicited inbound acquisition interest, that the Board of Directors had not made any determination to sell the company, and that the Board of Directors would require a very compelling price that reflected both the long-term standalone value of

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the business and its strategic value in its business ecosystem in order to pursue a transaction. Representatives of Qatalyst Partners also informed each contacted party to provide the Board of Directors with a preliminary indication of interest in an acquisition of New Relic by March 31, 2023. In parallel, as directed by the Board of Directors, Qatalyst Partners informed FP and TPG that their latest proposal remained inadequate but that the Board of Directors would be willing to invite them to conduct further diligence in order to improve their offer in a staged sale process.

Representatives of Latham and representatives of these potential bidders negotiated NDAs over the next two weeks. Representatives of Latham provided a draft NDA to nine private equity firms, including FP and TPG, and one strategic counterparty (“Strategic Counterparty A”). Each such party negotiated and executed an NDA, which included a standstill provision that terminated at the signing of the Merger Agreement. Under the standstill, the potential bidders agreed not to take certain actions related to, among other things, acquiring securities of New Relic, influencing voting matters and the solicitation of proxies in connection with any New Relic stockholder meetings, altering the governing instruments of New Relic and influencing New Relic’s management or the Board of Directors. The NDAs with FP and TPG were unique in allowing them to team with each other.

On March 27, 2023, representatives of a private equity firm (“PE Firm B”) made a verbal indication of interest to representatives of Qatalyst Partners to acquire all the outstanding shares of New Relic at a price of $90-92 per share.

On April 1, 2023, representatives of PE Firm A sent to Mr. Staples and the Board of Directors a formal non-binding letter of intent to acquire all outstanding capital stock of New Relic at a price of $90-94 per share.

On April 2, 2023, representatives of another private equity firm (“PE Firm C”) verbally indicated that, based on public information, they were aiming for a bid price of $100 per share or more to acquire all outstanding shares of New Relic, but did not submit a written letter of intent or provide a specific value.

On April 4, 2023, the Board of Directors met, with members of New Relic’s senior management and representatives of each of Qatalyst Partners and Latham present, to discuss the sale process. During the meeting, Qatalyst Partners presented an overview of the initial stage of the sale process, including select bidder feedback, and summarized the proposals from each interested counterparty. In addition to the proposals made by FP and TPG, PE Firm A, PE Firm B and PE Firm C, representatives of Qatalyst Partners noted that Strategic Counterparty A had not yet submitted a proposal but requested a meeting with New Relic management to determine whether it would be interested in making a proposal. The ten other potential counterparties declined to further evaluate a potential acquisition of New Relic. Among the reasons articulated by those who declined to proceed were the large size of the transaction and corresponding significant equity commitment that would be required from the financial sponsors, difficulty rationalizing the current market valuation and required premium to announce a deal and the perceived risk in business execution, including the intense competitive environment surrounding New Relic. Following discussion, the Board of Directors directed Qatalyst Partners to inform each of FP and TPG, PE Firm A, PE Firm B, and PE Firm C that they would be invited to receive access to limited non- public business diligence information and attend a meeting with New Relic’s senior management in order to learn more about New Relic and improve their bids.

On April 5, 2023, the sale process moved into the second phase previously discussed by the Board of Directors, and representatives of Qatalyst Partners notified FP and TPG, PE Firm A, PE Firm B, and PE Firm C that the Board of Directors had determined to continue discussions with each of them, and provided each bidder with access to an initial set of non-public business diligence materials and invited them to schedule a meeting with New Relic management.

On April 7, 2023, members of New Relic’s management hosted a meeting with representatives of PE Firm B to learn more about New Relic.

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Later on April 7, 2023, representatives of two limited partner co-investors (“LP Co-Investor A” and “LP Co-Investor B”) reached out to representatives of Qatalyst Partners and informed them that they had been working exclusively with FP and TPG for an unspecified amount of time up to this point and would not consider working with other private equity sponsors in this process.

On April 9, 2023, the Transaction Committee, with members of New Relic’s senior management and representatives of each of Qatalyst Partners and Latham present, held a meeting to review preliminary results for New Relic’s fiscal year 2023 and certain financial projections for fiscal year 2024 (the “Initial FY24 Forecast”). The Initial FY24 Forecast reflected expected year-over-year revenue growth of 16% for fiscal year 2024 (as compared to 18% for the prior two fiscal years), which New Relic’s senior management believed reflected the potential impact of a recession and broader macroeconomic trends that year. Following extended discussion, including with respect to sensitivities, the Transaction Committee approved the Initial FY24 Forecast and instructed New Relic’s senior management to develop a long-term model (the “Initial Long-Term Model”) using the Initial FY24 Forecast. In addition, representatives of Qatalyst Partners updated the committee on discussions with bidders since the last Board of Directors meeting and informed the committee that representatives of LP Co-Investor A and LP Co-Investor B had told representatives of Qatalyst Partners that they would be working exclusively with FP and TPG on their joint bid. Given this development and the difficult financing environment in the current market for capital from limited partners, representatives of Qatalyst Partners recommended that New Relic invite two additional potential limited partners to conduct due diligence as potential sources of equity financing for other bidders in the transaction. The Transaction Committee supported Qatalyst Partners’ recommendation and directed it to invite the additional potential limited partners into the process.

On April 10, 2023, members of New Relic’s management team, with representatives of Qatalyst Partners present, held a meeting with representatives of FP, TPG, LP Co-Investor A and LP Co-Investor B and addressed questions surrounding market growth, the competitive landscape, go-to-market strategy and financial performance for New Relic.

Also on April 10, 2023, members of New Relic’s management hosted a meeting with representatives of PE Firm A to learn more about New Relic.

On April 11, 2023, members of New Relic’s management team, with representatives of Qatalyst Partners present, hosted a meeting with representatives of Strategic Counterparty A to learn more about New Relic.

Later on April 11, 2023, representatives of Qatalyst Partners distributed process letters to each of FP and TPG, PE Firm A, PE Firm B and PE Firm C. The letters requested the potential bidders to submit updated proposals for an acquisition of New Relic by April 20, 2023 and confirm their ability to sign and announce a transaction on or before May 23, 2023.

On April 12, 2023, members of New Relic’s management team, with representatives of Qatalyst Partners present, hosted a management meeting with representatives of PE Firm C to learn more about New Relic.

Between April 12, 2023 and April 20, 2023, members of New Relic’s management responded to diligence questions from representatives of each of FP and TPG, PE Firm A, PE Firm B and PE Firm C.

On April 16, 2023, the Transaction Committee met, with members of New Relic’s senior management and representatives of Qatalyst Partners and Latham present, to discuss the sale process. Representatives of Qatalyst Partners updated the committee on discussions with bidders since the last committee meeting. In particular, representatives of Qatalyst Partners informed the committee that FP and TPG appeared to be the clear front-runners in the bidding process. While FP and TPG, PE Firm A, PE Firm B and PE Firm C were given access to the same non-public information at roughly the same time, FP and TPG differentiated themselves by working through the information at a much more rigorous pace and were significantly further ahead than other bidders in connection with their business diligence. Qatalyst Partners also informed the committee that potential limited

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partners outside of LP Co-Investor A and LP Co-Investor B had declined to participate in the process (meaning that additional sources of equity funding for other bidders was unlikely). Representatives of Qatalyst Partners also informed the committee that Strategic Counterparty A had not yet informed Qatalyst Partners whether it intended to participate in the sale process following its meeting with members of New Relic’s senior management.

Following the sale process update from representatives of Qatalyst Partners, members of New Relic’s senior management reviewed with the Transaction Committee the Initial Long-Term Model (which is summarized beginning on page 60 of this proxy statement under the heading “—Summary of Management Projections”) developed based on the Initial FY24 Forecast which was previously approved by the Transaction Committee. Following extended discussion regarding the underlying assumptions of the model, the Transaction Committee approved the Initial Long-Term Model with respect to fiscal years 2024 – 2026 and directed management to provide the Initial Long-Term Model with respect to fiscal years 2024 – 2026 to bidders as part of the sale process. Following such approval, Mr. Galligan exited the meeting, and the Transaction Committee discussed a potential agreement with JANA which would extend certain terms of the expiring cooperation agreement between New Relic and JANA, including an agreement to re-nominate Mr. Galligan to the Board of Directors, in order to demonstrate to bidders that the Board of Directors was acting in an aligned and cohesive manner in connection with the sale process. Following the meeting, the Board of Directors approved the new letter agreement with JANA by unanimous written consent, which was signed by New Relic and JANA the following day and publicly announced.

On April 17, 2023, based on the direction from the Transaction Committee, representatives of Qatalyst Partners shared the Initial Long-Term Model with respect to New Relic’s fiscal years 2024 – 2026 with representatives of each of FP and TPG, PE Firm A, PE Firm B and PE Firm C. The Initial Long-Term Model was not provided to Strategic Counterparty A due to concerns about Strategic Counterparty A’s speculative interest in the potential transaction.

Also on April 17, 2023, representatives of Qatalyst Partners spoke with representatives of PE Firm A. The representatives of PE Firm A stated they were concerned about New Relic’s competitive positioning and business durability in its market and unsure if they could be competitive on price.

On April 18, 2023, representatives of Qatalyst Partners spoke to representatives of PE Firm C. The representatives of PE Firm C stated they were struggling with their previously indicated verbal price of $100 per share (or more) based on the additional non-public data that had been provided to them for diligence. PE Firm C indicated that they were concerned that a significant amount of the recent business momentum was based on pricing changes, leading to concerns around durability of future growth, and that they had market share concerns given the significant competition in New Relic’s market.

Also on April 18, 2023, Strategic Counterparty A, without having received any diligence materials, formally dropped out of the sale process, citing uncertainty in their ability to achieve the significant amount of synergies that would be needed to justify a premium to the current market price. As a result, New Relic and Strategic Counterparty A ceased discussions regarding a potential transaction.

On April 19, 2023, the Transaction Committee, with members of New Relic senior management and representatives of Qatalyst Partners and Latham present, met to further discuss the Initial Long-Term Model for the years beyond fiscal year 2026. New Relic’s senior management reviewed with the Transaction Committee the underlying assumptions behind the projections for such years, including with respect to dilution, sales and marketing expense, taxes and growth rates. Following discussion, the committee approved the Initial Long-Term Model as presented for use by the Board of Directors in connection with evaluating any potential sale transaction, as well as for use by Qatalyst Partners in its financial analyses. Representatives of Qatalyst Partners also provided an update on the sale process at the end of the meeting, indicating that there was significant risk that only FP and TPG would present a credible offer as of the next bid deadline.

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Later that day on April 19, 2023, representatives of PE Firm B verbally indicated that they were below the lower end of their prior range of $90 per share and declined to submit a written offer.

Also on April 19, 2023 representatives of PE Firm A verbally indicated that if they were to submit a bid, it would be “at or below” the lower end of their prior proposal of $90 per share and declined to submit a written offer.

On April 20, 2023, representatives of PE Firm C verbally indicated that they were below $90 per share and did not submit a written offer.

Later on April 20, 2023, FP and TPG submitted an updated joint proposal to purchase New Relic for $96.05 per share. The joint bid contemplated FP and TPG as the lead partners with equity co-investment from LP Co-Investor A and LP Co-Investor B as limited partners and third-party debt financing to complete the transaction. The offer price represented a premium of 32% to New Relic’s closing share price of $72.55 on April 20, 2023 and premiums of 34% to New Relic’s 30-day trailing VWAP, 33% to New Relic’s 60-day trailing VWAP and 40% to New Relic’s 90-day trailing VWAP.

On April 23, 2023, the Board of Directors held a meeting, with members of New Relic’s senior management and representatives of Qatalyst Partners and Latham present, to review the joint proposal from FP and TPG and feedback received from the other bidders as part of the sale process. Representatives of Latham began the meeting with a review of the fiduciary duties applicable to directors in connection with sale transactions. Representatives of Qatalyst Partners next presented an update on the proposals submitted by FP and TPG and the feedback from PE Firm A, PE Firm B and PE Firm C. During the meeting, Qatalyst Partners communicated that FP and TPG were the clear front-runners in the sale process and likely the only real remaining bidder. Following discussion, the Board of Directors determined that they would move forward in discussions only with FP and TPG based on their latest proposal with an aim of publicly announcing the transaction prior to New Relic’s earnings announcement on May 23, 2023.

On April 26, 2023, Qatalyst Partners sent an updated conflict disclosure letter to the Board of Directors.

On April 27, 2023, representatives of Latham and Qatalyst Partners sent a final bid process letter to representatives of FP and TPG along with an initial draft merger agreement. The letter requested FP and TPG to submit a final binding offer for an acquisition of New Relic by May 17, 2023 and confirm their ability to sign and announce a transaction on or before May 23, 2023.

On April 29, 2023, representatives of FP and TPG informed representatives of Qatalyst Partners that LP Co-Investor A had withdrawn from FP and TPG’s joint bid, indicating that their proposed investment in New Relic would not meet their required rate of return and citing concerns around New Relic’s competitive positioning with respect to larger competitors.

On May 1, 2023, members of New Relic’s management team, with representatives of Qatalyst Partners present, held a meeting with representatives of FP and TPG to discuss New Relic’s product and technology.

Later on May 1, 2023, representatives of FP and TPG informed representatives of Qatalyst Partners that LP Co-Investor B had withdrawn from FP and TPG’s joint bid, citing similar rate of return and competitive positioning concerns as LP Co-Investor A. Representatives of FP and TPG requested permission to contact additional sources of equity capital, including two private equity firms (“PE Firm D” and “PE Firm E”) in addition to approximately 20 additional limited partners.

On May 2, 2023, members of New Relic’s management, with representatives of Qatalyst Partners present, held a meeting with representatives of FP and TPG to discuss New Relic’s go-to-market strategy.

On May 3, 2023, the Board of Directors, with members of New Relic’s senior management as well as representatives of Qatalyst Partners and Latham present, met to discuss, among other things, New Relic’s

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financial performance for the fourth quarter of fiscal year 2023 and updates on the outlook for fiscal year 2024. While financial results for the fourth quarter of fiscal year 2023 and the full fiscal year 2023 were expected to be strong (with year-over-year revenue growth of 18% for the quarter and the fiscal year), more recent consumption data presented at the meeting showed a lack of seasonal rebound in usage and a decline in organic user growth, reflecting a meaningful slowdown relative to earlier forecast expectations. The Board of Directors and senior management discussed how these trends implied a significant deterioration in New Relic’s revenue growth outlook for fiscal year 2024 relative to earlier expectations and showcased a larger potential impact of broader macroeconomic trends on New Relic’s performance. During the meeting, Mr. Staples also shared with the Board of Directors that significant changes to the company’s go-to market execution would be needed to complete the transition from a subscription business model to a consumption-based pricing model. The Board of Directors discussed the potential impact of this data to the company’s expected public guidance for fiscal year 2024 (which would be announced together with earnings results on May 23, 2023) and the transaction process more generally. Following discussion of this financial performance and outlook, the Board of Directors discussed the transaction process with FP and TPG, in light of the update from Qatalyst Partners that LP-Co-Investor A and LP Co-Investor B had dropped out of the process. Qatalyst Partners informed the Board of Directors that FP and TPG now had a significant funding gap to fill (which would be very challenging, if not impossible at that time, to accomplish based on the current market) and would need to contact a meaningful number of sources of additional equity capital in order to meet capital needs for the transaction. Qatalyst Partners informed the Board of Directors of its belief that FP and TPG would require at least a few additional weeks beyond the original target signing date of May 23 in order to secure additional equity capital. Following discussion, the Board of Directors directed representatives of Qatalyst Partners to permit FP and TPG to bring other potential sources of equity capital into the transaction process and to give FP and TPG more time to contact such equity sources. In the meantime, however, the Board of Directors instructed New Relic’s senior management to focus the company on its upcoming earnings announcement and investor day later in May and to inform insiders who were aware of the potential transaction that the company had ceased discussions with FP and TPG.

On May 17, 2023, news of a potential deal involving New Relic and FP and TPG was published in the Wall Street Journal. The report did not indicate a price per share. The price per share of New Relic common stock on the New York Stock Exchange as of the close of trading that day was $83.84 per share, as compared to $75.66 per share on the prior trading day, an increase of 11% from the prior day close of trading.

On May 19, 2023, representatives of FP informed representatives of Qatalyst Partners that FP and TPG were continuing to have difficulty finding equity co-investors to finance a potential transaction at $96.05 per share. Both PE Firm D and PE Firm E were not willing to participate in the transaction at the current price of $96.05, citing competitive concerns and deteriorating business metrics.

On May 22, 2023, with representatives of Qatalyst Partners present, members of New Relic’s management met with representatives of FP and TPG to provide an update on consumption data for April 2023 and preview New Relic’s expected guidance for fiscal year 2024 for purposes of its upcoming earnings announcement, which reflected expected year-over-year revenue growth for fiscal year 2024 of 10-11% (as opposed to 16% as reflected in the Initial FY24 Forecast) and confirmed that New Relic now did not believe it would meet its projection for revenue for fiscal year 2024 as reflected in the Initial Long-Term Model.

On May 23, 2023, New Relic publicly announced its fourth quarter earnings results for fiscal year 2023 and guidance for fiscal year 2024, guiding to 10-11% expected full-year revenue growth, consistent with the results previewed with FP and TPG the prior day.

On May 24, 2023, representatives of FP and TPG communicated to representatives of Qatalyst Partners that they would not be able to secure replacement equity financing for the transaction at $96.05 per share in light of New Relic’s guidance for fiscal year 2024 and deteriorating business metrics, specifically citing declines in consumption data growth rates.

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On May 25, 2023, New Relic held an analyst day to discuss its fourth quarter and fiscal year 2023 results with investors.

On May 26, 2023, the Transaction Committee, with members of New Relic’s senior management and representatives of Qatalyst Partners and Latham present, held a meeting. Qatalyst Partners updated the committee that FP and TPG would be dropping out of the bidding process because of their inability to secure financing.

Also on May 26, 2023, Reuters reported that FP and TPG ended talks to acquire New Relic after failing to secure financing and being unable to meet New Relic’s valuation expectations. The price per share of New Relic common stock on the New York Stock Exchange as of the close of trading on that day was $72.34 per share. This represented declines of 4% and 14% relative to the trading day immediately prior to and after the Wall Street Journal report on May 17, 2023, respectively.

On June 9, 2023, in light of their difficulty finding additional equity financing sources, representatives of FP reached out to representatives of Qatalyst Partners to ask if New Relic would have interest in doing a deal at a lower price if FP, TPG and another private equity firm could commit all of the required equity financing, with the caveat that they would need time to arrange debt financing and hold discussions with members of New Relic’s management. Representatives of Qatalyst Partners indicated that they would need to discuss any such proposal with the Board of Directors and declined to provide any indication to FP as to whether a lower price might be acceptable.

On June 13, 2023, representatives of FP, TPG, and PE Firm D submitted a revised proposal to acquire all outstanding shares of New Relic for $90 per share. The offer price represented a premium of 29% to New Relic’s closing share price on June 12, 2023. The revised per share price also reflected unmet revenue growth guidance for fiscal year 2024 of 10-11% as compared to the previously provided forecast of 16%. The proposal also noted that the offer was contingent upon PE Firm D’s business diligence and New Relic’s 2024 fiscal year forecast being in line with recent guidance.

On June 14, 2023, the Board of Directors met, with members of New Relic’s senior management and representatives from Qatalyst Partners and Latham present. Representatives of Qatalyst Partners provided an update on their discussions with representatives of FP. The Board of Directors reviewed the joint proposal from FP, TPG and PE Firm D. After reviewing and in light of the recent deterioration of New Relic’s business performance and uncertainty associated with executing upon New Relic’s business strategy, the Board of Directors expressed support in moving forward with the latest proposal and providing non-public information and a management presentation to PE Firm D, as well as updated financial due diligence information to FP and TPG.

On June 15, 2023, PE Firm D signed an NDA after negotiations with representatives of Latham. The key terms of the NDA were substantially the same as those of the NDAs negotiated in March between Latham and potential bidders, except there was no standstill provision. The NDA with PE Firm D allowed FP, TPG and PE Firm D to collaborate with each other.

On June 16, 2023, representatives of Qatalyst Partners provided FP, TPG and PE Firm D with access to a set of updated business diligence materials, including New Relic’s preliminary May financial results.

On June 19, 2023, members of New Relic’s management and Qatalyst Partners hosted a meeting with representatives from FP, TPG and PE Firm D to discuss financial due diligence.

On June 23, 2023, PE Firm D withdrew from the joint proposal and communicated that they would require significantly more financial due diligence to address their concerns around New Relic’s financial performance and ability to meet its 10-11% revenue growth guidance for fiscal year 2024 (but made no assurances that such concerns could be addressed at all). After PE Firm D withdrew, representatives of FP requested permission to reach out to another large private equity firm (“PE Firm F”).

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Also on June 23, 2023, the Board of Directors met, with members of New Relic’s senior management and representatives of Qatalyst Partners and Latham present, to receive an update from Qatalyst Partners on transaction discussions. Representatives of Qatalyst Partners updated the Board of Directors that FP and TPG continued to have significant difficulties raising the required financing for the transaction and that their request for permission to introduce PE Firm F into the process was unlikely to be successful. However, the Board of Directors decided to allow PE Firm F and potentially other reputable equity financing sources (as may be recommended by Qatalyst Partners) into the process in order to allow FP and TPG to exhaust all potential financing options.

On June 26, 2023, PE Firm F signed an NDA after negotiations with representatives of Latham. The key terms of the NDA were substantially the same as those of the NDAs negotiated in March between Latham and potential bidders, except there was no standstill provision.

Given the lack of any certainty around a potential sale transaction with FP and TPG, on June 27, 2023, New Relic publicly announced a restructuring of New Relic’s workforce, resulting in a reduction in employee headcount by a total of up to 255 employees globally (inclusive of certain employees exited earlier in May 2023), in order to realign resources with the company’s business needs to drive growth of its consumption business, complete its transition to a consumption business model, and improve business efficiency.

On July 5, 2023, representatives of FP informed Qatalyst Partners that PE Firm F had withdrawn from the transaction process.

On July 6, 2023, FP and TPG introduced another large private equity firm (“PE Firm G”) as a potential participant in the transaction alongside FP and TPG. PE Firm G signed an NDA after negotiations with representatives of Latham. The key terms of the NDA were substantially the same as those of the NDAs negotiated in March between Latham and potential bidders, except there was no standstill provision. PE Firm G did not indicate further interest in pursuing a potential transaction after July 6, 2023.

On July 8, 2023, with no apparent external equity financing options available to FP and TPG to finance the transaction, representatives of Qatalyst Partners informed representatives of FP that they should simply submit their “best and final” proposal at this stage assuming no equity financing beyond FP and TPG so that the Board of Directors could evaluate the potential transaction without further iteration, delay and management distraction.

On July 10, 2023, representatives of FP informed Qatalyst Partners that they expected to submit a final revised proposal to acquire all outstanding shares of New Relic for $86 per share. Representatives of Qatalyst Partners insisted to FP and TPG that they submit a bid at a price higher than $86 per share.

On July 11, 2023, representatives of FP and TPG submitted a final revised proposal to acquire all outstanding shares of New Relic for $87 per share. The offer price represented a premium of 27% to New Relic’s closing share price of $68.61 on July 10, 2023. The bid further contemplated $250 million of rollover equity from current New Relic stockholders, which had not been contemplated in FP and TPG’s previous proposals. The bid further contemplated third party debt financing. FP and TPG said they would not require any other equity financing commitments, from limited partner co-investors or otherwise, to sign a definitive agreement. In terms of timing, FP and TPG affirmed that they had dedicated substantial resources to their pursuit of this opportunity, that they had completed all business due diligence, and they would be able to finalize debt financing and negotiate definitive documentation in approximately two weeks. The proposal also acknowledged that the definitive agreement would include a customary go-shop provision.

On July 12, 2023, the Board of Directors met, with members of New Relic management and representatives of Qatalyst Partners and Latham present. Qatalyst Partners provided an overview of FP and TPG’s latest bid and presented financial analyses that were based on the Initial Long-Term Model but with updated fiscal year 2024 estimates based on further revised management expectations that were now below the 10-11% revenue growth

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guidance given during New Relic’s last earnings announcement. After reviewing and in light of the continued recent deterioration of New Relic’s business performance, uncertainty associated with executing upon New Relic’s business strategy, and the likelihood that New Relic would have to reduce fiscal year 2024 revenue guidance at the upcoming Q1 earnings announcement, the Board of Directors determined that the proposal was compelling and had the potential to lead to a transaction that would be attractive to New Relic and its stockholders. In particular, Mr. Cirne indicated that he was supportive of moving forward with the transaction and would be willing to roll over a portion of his equity as contemplated by FP and TPG’s new bid, which would represent 40% of his total holdings. At the request of representatives of Latham, Mr. Cirne then exited the meeting, and the Board of Directors evaluated FP and TPG’s new bid without Mr. Cirne present. In light of the potential conflict of interest presented by Mr. Cirne’s expressed interest in the rollover, based on the recommendation of Latham, the Board of Directors removed Mr. Cirne from the Transaction Committee and determined that Mr. Cirne would not participate in any board meetings going forward relating to the potential transaction with FP and TPG. Latham also informed the Board of Directors that Mr. Cirne would be represented by separate counsel in connection with the transaction, including the negotiation of any rollover documentation with FP and TPG. Following discussion of the new bid from FP and TPG, the Board of Directors concluded that they would move forward with transaction discussions with FP and TPG based on the revised terms but directed representatives of Qatalyst Partners to inform FP and TPG that New Relic would require a company termination fee of 1.5% (during the go-shop period) and 3% (following the go-shop period), a reverse termination fee of 8%, and a go-shop period of 45 days. Thereafter, the Board of Directors instructed the representatives of each of Qatalyst Partners and Latham to resume negotiations on the proposed transaction. At the conclusion of the meeting, the Board of Directors instructed New Relic’s senior management team to update the Initial Long-Term Model for updated fiscal year 2024 estimates, in order for the Board of Directors to review and approve such updated projections at its next meeting.

On July 13, 2023, Qatalyst Partners sent a further updated conflict disclosure letter to the Board of Directors. After reviewing such letter, the Board of Directors determined that no conflicts of interest existed which would impact Qatalyst Partners’ ability to act in an independent and disinterested manner in rendering their services to the Board of Directors in connection with the potential transaction.

Also on July 13, 2023, New Relic granted FP and TPG permission to reach out to debt financing sources and representatives of Qatalyst Partners informed representatives of FP that Mr. Cirne would be willing to roll over a portion of his equity.

On July 15, 2023, with representatives of Qatalyst Partners present, members of New Relic’s management, including Mr. Staples and Mr. Barter, hosted a meeting with representatives of FP and TPG to discuss New Relic’s recent Q1 fiscal year 2024 business performance. New Relic’s management indicated that, based on business and consumption data, growth metrics reflected continued deterioration in business performance and fiscal year 2024 projected revenue was now likely to be below prior public guidance of 10-11% growth.

On July 17, 2023, representatives of Davis Polk & Wardwell LLP (“DPW”) and Paul Hastings LLP (“PH”), counsel to FP and TPG, sent a revised draft of the Merger Agreement to New Relic and Latham. Key issues included required efforts under the regulatory covenants, debt-related covenants and the scope of interim operation restrictions. The revised draft also contemplated company termination fees of 1.5% and 3%, a financing reverse termination fee of 8% and a go-shop period of 45 days.

Also on July 17, 2023, representatives of FP hosted a meeting with Mr. Cirne to discuss the terms of the rollover.

On July 19, 2023, representatives of DPW and PH sent to representatives of Latham an initial draft of the voting and support agreement to be executed by each of JANA, HMI and Mr. Cirne and certain of their respective affiliates.

On July 20, 2023, the Board of Directors (other than Mr. Cirne) met, with representatives of Qatalyst Partners and Latham present. During the meeting, members of New Relic’s senior management presented updates to the

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Initial Long-Term Model to reflect the continued deterioration in business performance since April 2023 (the “Updated Long-Term Model”), including expectations that revenue growth for fiscal year 2024 would be closer to 8% compared to then-current street consensus of 11%. New Relic’s senior management and the Board of Directors also discussed the likelihood that guidance would be reduced at the upcoming Q1 fiscal year 2024 earnings announcement. The Board of Directors approved the Updated Long-Term Model (which is summarized beginning on page 60 of this proxy statement under the heading “—Summary of Management Projections”) for use in connection with its evaluation of the potential transaction with FP and TPG, as well as Qatalyst Partners’ financial analyses of the proposed merger consideration. The Board of Directors additionally received an update from Latham on the status of the Merger Agreement negotiations and timing in connection with the transaction. Following discussion, the Board of Directors determined not to share the Updated Long-Term Model with FP and TPG in order to avoid further disruption to the transaction process and the belief of the Board of Directors that FP and TPG had likely already significantly discounted New Relic’s prior projections based on its public guidance for fiscal year 2024 and discussions with FP and TPG regarding recent trends in consumption data and New Relic’s business performance.

Also on July 20, 2023, representatives of Latham sent to representatives of DPW and PH an initial draft of New Relic’s disclosure letter.

On July 21, 2023, representatives of Latham sent to representatives of DPW and PH comments on behalf of New Relic on the Merger Agreement.

On July 24, 2023, representatives of Latham sent to representatives of DPW and PH comments on behalf of JANA, HMI, and Mr. Cirne and certain of their respective affiliates on the Voting and Support Agreement.

Between July 24, 2023 and July 30, 2023, representatives of Latham, DPW and PH negotiated and finalized the terms of the Merger Agreement, disclosure letter, Voting and Support Agreement, Equity Commitment Letter, Debt Commitment Letter and Guarantee. During the same time, representatives of Mr. Cirne’s counsel, DPW and PH negotiated and finalized the terms of the Rollover Agreement.

On July 28, 2023, the Board of Directors (other than Mr. Cirne) met, with representatives of Qatalyst Partners and Latham present. Representatives of Qatalyst Partners reviewed and discussed Qatalyst Partners’ financial analyses based on the Updated Long-Term Model regarding the proposed merger consideration contemplated by the final proposal received from FP and TPG. Representatives of Latham then presented on applicable fiduciary duties and process considerations in connection with the proposed transaction, including a review of the conflict disclosure letter from Qatalyst Partners, and reviewed the proposed terms of and key open issues in the Merger Agreement, Voting and Support Agreement, Equity Commitment Letter, Debt Commitment Letter and Guarantee.

At the close of trading on July 28, 2023, the last trading day before the Merger Agreement was signed, the price per share of New Relic common stock on the New York Stock Exchange was $74.05 per share.

On July 30, 2023, the Board of Directors (other than Mr. Cirne) met, with members of New Relic’s management and representatives of Latham and Qatalyst Partners present. Representatives of Latham reviewed with the Board of Directors its fiduciary duties in connection with a decision to sell New Relic and updated the Board of Directors on the resolution of open items in the Merger Agreement and other transaction documents. Representatives of Qatalyst Partners then reviewed and discussed Qatalyst Partners’ financial analyses based on the Updated Long-Term Model regarding the proposed merger consideration contemplated by the final proposal received from FP and TPG. Thereafter, at the request of the Board of Directors, Qatalyst Partners rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated July 30, 2023, to the Board of Directors that, as of July 30, 2023 and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement, by the holders of shares of New Relic

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common stock, (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders, as further described in the section “ —Opinion of Qatalyst Partners LP, New Relic’s Financial Advisor.” After deliberation and discussion, taking into the account the factors described below in greater detail in the section “ —Recommendation of the New Relic Board and Reasons for the Merger”, the Board of Directors, (i) determined that it is in the best interests of New Relic and its stockholders, and declared it advisable, to enter into the Merger Agreement, the Voting and Support Agreement, and consummate the merger upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the Merger Agreement and the Voting and Support Agreement by New Relic, the performance by New Relic of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein and (iii) resolved to recommend, subject to the terms and conditions of the Merger Agreement, that the stockholders of New Relic adopt the Merger Agreement in accordance with the DGCL.

Later on July 30, 2023, the parties executed and delivered the Merger Agreement, Voting and Support Agreement, Rollover Agreement, Equity Commitment Letter, Debt Commitment Letter and Guarantee.

Early in the morning on July 31, 2023, prior to the opening of trading on the New York Stock Exchange, the parties issued a press release announcing the transaction.

The “Go-Shop” Period

Beginning on July 31, 2023, representatives of Qatalyst Partners reached out to 53 parties to invite such parties to participate in New Relic’s go-shop process. Such parties were identified as having the most likely strategic interest in acquiring New Relic and the financial capability to complete an acquisition. 28 of the contacted parties were private equity sponsors, and the remaining 25 were potential strategic counterparties. 16 of the contacted parties were ones that representatives of Qatalyst Partners had previously reached out to in Phase 1 of the sale process in March 2023. These parties included PE Firm A, PE Firm B, PE Firm C and Strategic Counterparty A. Of the 53 parties contacted, four parties (including PE Firm B) indicated interest in evaluating preliminary diligence information. Following execution of NDAs by each such party, representatives of Qatalyst Partners provided representatives of such parties with a targeted set of documents under NDA for due diligence review.

All of the invited parties indicated that they were not interested in pursuing an acquisition of New Relic, without any request to do further due diligence.

At 11:59 p.m., Pacific time, on September 13, 2023, the “go-shop” period ended with New Relic not having received any alternative acquisition proposals.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has, unanimously amongst members of the Board of Directors present and voting: (i) determined that it is in the best interests of New Relic and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by New Relic, the performance by New Relic of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that New Relic Stockholders adopt the Merger Agreement.

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

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Reasons for the Merger

In the course of reaching its determination and recommendation, the Board of Directors consulted with New Relic management, Latham, and Qatalyst Partners. The Board of Directors considered a number of factors, including those below (which are not listed in any relative order of importance), all of which it viewed as generally supporting its (i) approval of the execution and delivery of the Merger Agreement by New Relic, the performance by New Relic of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (ii) resolution to recommend that New Relic Stockholders adopt the Merger Agreement:

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The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

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The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement is not meant to be exhaustive but addresses the material information and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors based its recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of Qatalyst Partners

The Company retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of New Relic common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. The Company selected Qatalyst Partners to act as the Company’s financial advisor based on Qatalyst Partners’ long-standing relationship with the Company as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of the Company and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board of Directors on July 30, 2023, Qatalyst Partners rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations, and other matters set forth therein, the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the

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holders of shares of New Relic common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated July 30, 2023, to the Board of Directors following the meeting of the Board of Directors.

The full text of Qatalyst Partners’ written opinion, dated July 30, 2023, is attached hereto as Annex B and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Holders of shares of New Relic common stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board of Directors and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of New Relic common stock (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation as to how any holder of shares of New Relic common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which New Relic common stock will trade or otherwise be transferable at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement dated July 30, 2023, certain related documents and certain publicly available financial statements, and other business and financial information of the Company. Qatalyst Partners also reviewed the Updated Long-Term Model prepared by the management of the Company, described in the section below captioned “—Management Projections—Summary of Management Projections.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of the Company with senior management of the Company. Qatalyst Partners also reviewed the historical market prices and trading activity for New Relic common stock and compared the financial performance of the Company and the prices and trading activity of New Relic common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

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

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Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of the Company to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of New Relic common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of (i) the compensation to any of the officers, directors or employees of the Company or any of its affiliates, or any class of such persons, relative to such consideration or (ii) any consideration to be received by the Rollover Stockholder or any of their affiliates other than the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated July 30, 2023. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Updated Long-Term Model described in the section below captioned “—Management Projections—Summary of Management Projections.” Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for New Relic common stock as of June 30, 2023 (which is the end of the Company’s most recent completed fiscal quarter and most recent publicly available balance sheet date) by:

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Based on the calculations set forth above, this analysis implied a range of values for New Relic common stock of approximately $65.75 to $99.11 per share.

Selected Companies Analysis

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

Based upon third-party research analyst consensus estimates as of July 28, 2023, and using the closing prices as of July 28, 2023, for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by (i) the estimated consensus revenue for calendar year 2024 (which are referred to as the “CY24E revenue multiples”) and (ii) the estimated consensus EBITDA for calendar year 2024 (which are referred to as the “CY24E EBITDA multiples”), for each of the selected companies, as shown below:

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Note: “-” means non-meaningful. Multiples greater than 50.0x or negative are considered non-meaningful.

Based on an analysis of the CY2024E revenue multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 3.5x to 6.0x. Qatalyst Partners then applied this range to the Company’s estimated revenue for calendar year 2024, based on the Updated Long-Term Model. Based on the fully diluted shares of New Relic common stock outstanding as of July 26, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), this analysis implied a range of values for New Relic common stock of approximately $56.87 to $93.16 per share based on the Updated Long-Term Model for calendar year 2024.

Based on an analysis of the CY2024E EBITDA multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 20.0x to 30.0x. Qatalyst Partners then applied this range to the Company’s estimated EBITDA for calendar year 2024, based on the Updated Long-Term Model. Based on the fully diluted shares of New Relic common stock outstanding as of July 26, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), this analysis implied a range of values for New Relic common stock of approximately $60.99 to $88.44 per share based on the Updated Long-Term Model for calendar year 2024.

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

Selected Transactions Analysis

Qatalyst Partners compared twenty-five selected public company transactions, including transactions involving companies participating in similar lines of business to the Company or with similar business models, similar financial performance or other relevant or similar characteristics.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ revenue of the target company (which are referred to as the “NTM revenue multiples”) and (b) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ EBITDA of the target company (which are referred to as the “NTM EBITDA Multiples”).

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Note: “-” means non-meaningful. Multiples greater than 75.0x or negative are considered non-meaningful.

Based on the analysis of the NTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 4.0x to 8.0x, then applied this range to the Company’s estimated next-twelve months’ revenue (calculated as the four quarters ended on June 30, 2024). Based on the fully diluted shares of New Relic common stock outstanding as of July 26, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for New Relic common stock of approximately $60.12 to $114.07 per share.

Based on the analysis of the NTM EBITDA multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 20.0x to 35.0x, then applied this range to the Company’s estimated next-twelve-months’ EBITDA (calculated as the four quarters ending on June 30, 2024). Based on the same fully diluted share count as used in the immediately preceding paragraph, this analysis implied a range of values for New Relic common stock of approximately $54.82 to $91.40 per share.

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

Miscellaneous

In connection with the review of the Merger by the Board of Directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of the Company. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

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

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

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of the Company, TPG, FP, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material

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relationship existed between Qatalyst Partners or any of its affiliates and the Company, TPG, FP, or Parent pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that Qatalyst Partners has provided financial advisory services to the Company and received a fee of $1 million in connection with such services. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to the Company, TPG, FP, or Parent and their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided the Company with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $64 million, $250,000 of which was payable upon the execution of the engagement letter, $7.5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the closing of the Merger. The Company has also agreed to reimburse Qatalyst Partners for certain expenses incurred in performing its services. The Company has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Summary of Management Projections

New Relic has historically prepared and publicly issued limited guidance as to projected financial results for its then-current fiscal quarter or fiscal year in its press releases announcing its financial results for the immediately preceding fiscal quarter or fiscal year, as applicable. New Relic also provides, from time to time, a higher level view on projected financial results over a longer time horizon. Other than such public guidance, New Relic does not, as a matter of course, make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods due to, among other things, the inherent difficulty of accurately predicting future periods and the likelihood that the underlying assumptions and estimates may prove incorrect. However, in connection with the transaction, New Relic’s senior management prepared certain unaudited prospective financial information which was provided to and approved by the Board of Directors or the Transaction Committee and which was provided to each of Qatalyst Partners, FP, and TPG, and certain other bidders, in each case as set forth herein.

During April 2023, New Relic’s senior management produced and reviewed with the Transaction Committee a long-term model (the “Initial Long-Term Model”) for use by the Board of Directors and Qatalyst Partners in connection with the transaction. The Transaction Committee approved the Initial Long-Term Model pursuant to a meeting and discussion on April 19, 2023 and instructed Qatalyst Partners to share the Initial Long-Term Model (with respect to fiscal years 2024-2026) with FP and TPG. The following is a summary of the Initial Long-Term Model as reviewed with, and approved by, the Transaction Committee:

Initial Long-Term Model

In July 2023, after transaction discussions with FP and TPG had resumed, at a meeting on July 12, 2023 the Board of Directors requested that New Relic senior management produce an updated Long-Term Model. New Relic senior management produced and presented to the Board of Directors updates to the Initial Long-Term Model to reflect New Relic’s business performance and updated expectations for revenue growth in fiscal year 2024 based on consumption data, in each case, since April 2023 (the “Updated Long-Term Model”). The Board

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of Directors approved the Updated Long-Term Model at a meeting on July 20, 2023. The Updated Long-Term Model was not provided to FP and TPG or to any other bidder. The following is a summary of the Updated Long-Term Model as reviewed with, and approved by, the Board of Directors:

Updated Long-Term Model

We refer to any of the Initial Long-Term Model and the Updated Long-Term Model as the “Management Projections.” The Management Projections were prepared by New Relic on a stand-alone basis and do not take into account the transactions, including any costs incurred in connection with the transaction or any changes to New Relic’s operations or strategy that may be implemented after the completion of the transaction. As a result, actual results likely will differ, and may differ materially, from those contained in the Management Projections.

The information and tables set forth above are included solely to give New Relic stockholders access to relevant portions of the Management Projections and are not included in this proxy statement to influence any New Relic stockholder to vote their shares of common stock in favor of the transaction or for any other purpose.

Important Information About the Management Projections

The Management Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Management Projections were relied upon by the Board of Directors in connection with its consideration of the transaction, and the Board of Directors directed Qatalyst Partners to use the Updated Long-Term Model in performing its financial analyses in connection with its financial fairness opinion, as described in more detail above in the section “The Merger—Opinion of Qatalyst Partners.” The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to Qatalyst Partners or to the Board of Directors in connection with a proposed business combination like the merger if the disclosure is included in a document like this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not relied upon by Qatalyst Partners for purposes of its opinion or by the Board of Directors in connection with its consideration of the merger agreement and the merger. Accordingly, New Relic has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. In addition, the Management Projections were not prepared with a view towards complying with GAAP. The Management Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the merger.

While the Management Projections are presented with numerical specificity, the Management Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond New Relic management’s control. Further, given that the Management Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and may result in such projections not being achieved include: risks and uncertainties detailed in New Relic’s public periodic filings with the SEC. In addition, the ability to achieve the Management Projections may depend on, in part, whether or not the strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Management Projections were based necessarily involve

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judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which New Relic operates, and the risks and uncertainties described in the section titled “Forward-Looking Statements,” all of which are difficult or impossible to predict accurately and many of which are beyond our control. The Management Projections also reflect assumptions by New Relic management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the New Relic business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared.

Accordingly, there can be no assurance that the Management Projections will be realized, and actual results may differ, and may differ materially, from those shown. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that any of New Relic, Qatalyst Partners, FP, TPG, or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the Management Projections necessarily predictive of actual future events, and the Management Projections should not be relied upon as such. None of New Relic, Qatalyst Partners, FP, TPG, or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Management Projections. None of New Relic, Qatalyst Partners, FP, TPG, or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder of New Relic or other person regarding the ultimate performance of New Relic compared to the information contained in the Management Projections or that forecasted results will be achieved.

In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, New Relic does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

The Management Projections were prepared by, and are the responsibility of, New Relic’s management. Deloitte & Touche LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Management Projections and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.

Interests of Executive Officers and Directors of New Relic in the Merger

In considering the recommendation of the Board of Directors that the stockholders of New Relic adopt the Merger Agreement, New Relic’s stockholders should be aware that the executive officers and directors of New Relic have certain interests in the Merger that may be different from, or in addition to, the interests of New Relic’s stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated hereby, including the Merger, and in making their recommendation that New Relic’s stockholders approve the Merger Agreement. These interests are summarized below.

For purposes of this disclosure:

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Mr. Sachleben ceased being an employee of New Relic on May 5, 2023, we have included him in this proxy statement however since he was a named executive officer for fiscal 2023.

On June 11, 2023, Ms. Friedrichs resigned from her roles as the Chief Operating Officer effective as of December 31, 2023.

On June 11, 2023, Mr. Cirne agreed with New Relic that he will transition from his current role as Executive Chairman to the role of Chairman of the Board (non-executive), effective upon the conclusion of New Relic’s Annual Meeting of its Stockholders on August 16, 2023, thereby ending his employment relationship with New Relic.

Treatment of Company Equity Awards

Each Vested Option will be cancelled in exchange for an amount in cash equal to the Option Consideration. The Option Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date. Each Unvested Option will be substituted and converted into an award to receive an amount in cash equal to the Substituted Option Award, payable on the same schedule as the Unvested Options that vest in the future and be subject to the same terms and conditions applicable to such Unvested Options immediately prior to the Effective Time, including continued employment with Parent or New Relic. Each Vested Option and each Unvested Option that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration will be cancelled for no consideration as of the Effective Time.

Each Company RSU Award that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time will be cancelled in exchange for an amount in cash equal to the RSU Consideration. The RSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date. Each Company RSU Award that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms (after taking into account any vesting or accelerated vesting provisions in connection with the Merger applicable to such Company RSU Award) will be cancelled and be converted into the contractual right to receive the payment of the RSU Consideration in respect of the Converted RSU Award in cash from the Surviving Corporation. The Converted RSU Award will be subject to the same terms and conditions applicable to the corresponding Company RSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company RSU Award).

Each Company Special PSU Award that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time based on actual performance through the Effective Time will be cancelled in exchange for the payment of PSU Consideration. The PSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date.

Each Company PSU Award that is outstanding immediately prior to the Effective Time and that has satisfied the performance vesting conditions but that has not satisfied the service vesting conditions upon the occurrence of the Effective Time will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation equal to the product obtained

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by multiplying (A) the Per Share Merger Consideration and (B) the number of shares of New Relic common stock covered by such Company PSU Award immediately prior to the Effective Time (after determining the number of shares of New Relic common stock underlying the Company PSU Award that vest based on actual performance through the Effective Time). The PSU Consideration will be subject to the same terms and conditions applicable to the corresponding Company PSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company PSU Award, but, excluding any performance-based vesting conditions, in accordance with the terms of the Company PSU Award). Any portion of a Company PSU Award that does not get converted in accordance with the foregoing will immediately terminate without consideration at the Effective Time. In connection with the signing of the Merger Agreement, New Relic approved an amendment to the terms of the Company PSU Awards whereby the total shareholder return of the comparable index companies will be measured as of Agreement Date in lieu of instead being measured as of immediately prior to the Effective Time of the Merger, and all other terms and conditions remain as is.

In connection with the execution and delivery of the Merger Agreement New Relic took the following actions under our ESPP: (i) ensured no new participants will commence participation in the ESPP after July 30, 2023; (ii) ensured no participant will be allowed to increase his or her payroll contribution rate in effect as of July 30, 2023 or make separate non-payroll contributions on or following such date; and (iii) ensured no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after July 30, 2023. If the Effective Time is expected to occur prior to the end of the current purchase period, New Relic must provide for an earlier exercise date (including for purposes of determining the purchase price for the current purchase period). Such earlier exercise date will be as close to the Effective Time as is administratively practicable. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time, but subject to the consummation of the Merger.

For an estimate of the value of unvested equity awards held by named executive officers that would be cancelled in exchange for Merger consideration assuming that the Merger occurs on August 18, 2023, see “—Quantification of Payments and Benefits to New Relic’s Named Executive Officers” below.

We estimate that the value of unvested equity awards held by Mr. Cirne (the only executive officer who is not a named executive officer) that would be cancelled in exchange for Merger consideration assuming that the Merger occurs on August 18, 2023 is $2,171,776.32. We estimate that the aggregate value of unvested equity awards held by all non-employee directors of New Relic that would vest assuming that the Merger occurs on August 18, 2023 is $1,805,859.

Rollover Equity

Pursuant to the Merger Agreement and that certain Rollover Agreement by and among J.P. Morgan Trust Company of Delaware, as trustee of The Cirne Family 2012 Irrevocable Trust, UAD March 20, 2012 (the “Irrevocable Trust”), Lewis Cirne, as trustee of The Cirne Family Revocable Trust, UAD March 20, 2012 (the “Revocable Trust” and together with the Irrevocable Trust, the “Trusts”), the Beloved in Chris Foundation, a section 501(c)(3) exempt private foundation (together with the Trusts, collectively, the “Rollover Investors”), Crewline TopCo, L.P. (the “TopCo”), Crewline Parent, Inc., Crewline Intermediate, Inc. and the Parent, the Rollover Investors hold 7,210,958 shares of New Relic common stock with an aggregate value of $250,000,000 (“Rollover Amount”), which the Rollover Investors will, immediately prior to the Effective Time, contribute, transfer and assign to TopCo all such Rollover Investor’s right, title and interest in the number of shares of the Company common stock (“Rollover Shares”) equal to the Rollover Amount divided by the Per Share Merger Consideration, rounded down to the nearest whole number. In exchange for the Rollover Shares, TopCo shall issue and deliver to the Rollover Investors that certain number of newly issued units of TopCo of the same class as are issued to the sponsor parties as set forth in the Merger Agreement and in the same ratio as applies to such sponsor parties (subject to appropriate adjustments to reflect any adjustments as set forth in the Merger Agreement).

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Change-in-Control and Severance Arrangements

New Relic has entered into change-in-control and severance agreements (the “Post-Employment Agreements”) with our executive officers, including each of our named executive officers who are current executive officers, in order to be more in line with competitive market practice. Mr. Sachleben’s employment with the Company terminated on May 5, 2023, and, therefore, his Post-Employment Agreement is no longer in force and no payments or benefits will be made thereunder. Ms. Friedrich’s Post-Employment Agreement will cease to be in effect upon her resignation on December 31, 2023 and she will not be entitled to any payments upon her resignation under the Post-Employment Agreements. In connection with Mr. Cirne’s transition from his role as an employee of the Company effective as of August 16, 2023, he will not be entitled any payments under the Post-Employment Agreements.

The Post-Employment Agreements provide for the following payments and benefits upon a termination of employment (i) without cause or (ii) for good reason in connection with or within a period commencing three months prior to the effective date of the change in control and ending 12 months following a change in control of New Relic (the “Change in Control Period”):

If the total value of the payments and benefits payable to a named executive officer would exceed the deductibility limits under Section 280G of the Code with respect to “excess parachute payments,” New Relic will pay either the full amount of the benefits, or a reduced amount, whichever results in the greater after-tax benefit to the executive officer.

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, New Relic’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six (6) years following the effective time under directors’ and officers’ liability insurance policies from the surviving corporation. This indemnification and insurance coverage is further described in the section captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

Non-Employee Director Compensation Policy

Pursuant to our non-employee director compensation policy, adopted as of May 6, 2015 and as amended on August 23, 2017, August 21, 2018 and April 27, 2021 (“Director Policy”), upon a change in control (which will include the Merger), each non-employee director of New Relic who remains in continuous service with New Relic until immediately prior to the change in control is entitled to accelerated vesting of all outstanding equity awards that were granted pursuant to the Director Policy then held by each non-employee director.

New Compensation Arrangements with Parent

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

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Quantification of Payments and Benefits to New Relic’s Named Executive Officers

The table below sets forth the amount of payments and benefits that each of New Relic’s named executive officers would receive in connection with the Merger, assuming (i) that the Merger were consummated and each such named executive officer experienced a qualifying termination, entitling the executives to the Change in Control Period benefits provided under the Post-Employment Agreement, on July 30, 2023 (which is the assumed date solely for purposes of this golden parachute compensation disclosure); (ii) a per share price of New Relic common stock of $87.00 (the Per Share Merger Consideration); (iii) that each named executive officer’s base salary rate and annual target bonus remain unchanged from those in effect as of the date of this proxy statement; and (iv) the number of unvested equity awards held by the named executive officers is as of August 18, 2023, the latest practicable date to determine such amounts before filing this proxy statement, and excludes any additional grants that may occur following such date and any awards that are expected to vest or be paid in accordance with the terms following such date. In addition, these amounts do not attempt to forecast any additional awards, grants, or forfeitures that may occur prior to the Effective Time of the Merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may differ materially from the amounts set forth below.

We have not included Mr. Sachleben below since his employment was terminated on May 5, 2023 and he is not entitled to any payments disclosable in the table below. Despite Ms. Friedrich’s resignation, which is effective December 31, 2023, we have included her in the table below as if she experienced a qualifying termination prior to her effective resignation.

For purposes of this discussion, “single trigger” refers to benefits that arise solely as a result of the completion of the Merger and “double trigger” refers to benefits that require two conditions, which are the completion of the Merger and a qualifying termination. Payments of double trigger benefits are contingent on the named executive officer signing and not revoking a release of claims in favor of New Relic, as described above under “ —Change in Control and Severance Arrangements.”

Golden Parachute Compensation*

For Messrs. Barter, Dodds and Lloyd, and Friedrichs, represents the double trigger cash severance that each of them is eligible to receive pursuant to their Post-Employment Agreements upon a qualifying termination of employment that occurs within the period beginning three months before and ending 12 months after a change in control (which includes the Merger), equal to the sum of (i) 12 months of the executive’s base salary and (ii) 100% of the executive’s annual target bonus.

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The following table quantifies each separate form of cash compensation included in the aggregate total reported in the column:

The following table quantifies the value of the Option Consideration, RSU Consideration and the PSU Consideration included in the aggregate total reported in the column. The calculation for the Company Special PSU Awards shows the amounts that will vest based on the transaction price of $87.00. The amounts shown for the Company PSU Awards represents 100% of target, as the Company Board has not determined and certified achievement of the applicable total shareholder return for the comparable index companies measured as of the Agreement Date. As noted above, only the amounts listed under “Unvested PSUs” may be considered a single trigger benefit.

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Financing of the Merger

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $6.67 billion. This amount includes funds needed to pay the Required Amounts.

Parent has obtained committed financing consisting of (i) equity to be provided by the FP Funds and the TPG Fund pursuant to the terms of the Equity Commitment Letter and (ii) debt financing to be provided pursuant to the Debt Commitment Letter by the lenders party thereto. In connection with the Merger Agreement, Parent has delivered to New Relic copies of the Financing Letters. Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Financing Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent and Merger Sub under the Merger Agreement.

Equity Financing

Pursuant to the Equity Commitment Letter, the FP Funds and the TPG Fund have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to $4.02 billion for the purpose of funding the Required Amounts. The obligations of the FP Funds and the TPG Fund to provide the equity financing under the Equity Commitment Letter are subject to a number of conditions, including, but not limited to: (i) satisfaction or written waiver by New Relic, Parent and Merger Sub, as applicable, of each the conditions to the obligations of New Relic, Parent and Merger Sub to consummate the Merger set forth in Section 6.1 and Section 6.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions), (ii) the substantially contemporaneous receipt of the debt financing or an alternative debt financing contemplated by the Debt Commitment Letter or confirmation that the debt financing contemplated by the Debt Commitment Letter will be funded at the closing of the Merger if the equity financing under the Equity Commitment Letter is consummated at the closing of the Merger, and (iii) the prior or substantially concurrent funding by the other funds of such fund’s equity commitment. We refer to the equity financing described in the preceding sentence as the “Equity Financing.”

The obligation of the FP Funds and the TPG Fund to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (i) the assertion of a claim or legal proceeding by the New Relic Group or any of their representatives, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) the New Relic Group claiming or accepting any portion or all of the Parent Termination Fee pursuant to the Merger Agreement or accepting any payment from the Guarantors under the Guarantee, or (iv) the consummation of the closing of the Merger.

New Relic is an express third-party beneficiary of the Equity Commitment Letter solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letter by the FP Funds and the TPG Fund

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to be funded to Parent in accordance with the Equity Commitment Letter, and to cause Parent to enforce its rights against the FP Funds and the TPG Fund to perform their funding obligations under the Equity Commitment Letter, in each case subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.

Debt Financing

The Debt Commitment Letter provides that the lenders party thereto will provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, in the aggregate up to $2.65 billion in debt financing (not all of which is expected to be drawn at the closing of the Merger), consisting of the following:

We refer to the debt financing described above as the “Debt Financing.” The proceeds of the Debt Financing will be used on the Closing Date (i) to effect the Merger and related transactions on the Closing Date, (ii) to fund working capital needs and general corporate purposes, and (iii) to pay fees and expenses related to the Merger and related transactions.

The obligations of the lenders party to the Debt Commitment Letter to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including, but not limited to (as applicable):

As of the date hereof, the documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

We have agreed to use our reasonable best efforts to provide, and to cause our subsidiaries (and their respective representatives) to use their reasonable best efforts to provide, to Parent and Merger Sub such cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the Debt Financing, subject to the terms of and as set forth in the Merger Agreement.

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Guarantee

Pursuant to the Guarantee, the FP Funds and the TPG Fund have agreed to guarantee the due, punctual and complete payment and performance of: (1) the aggregate amount of the Parent Termination Fee (as defined under the caption “The Merger—Termination Fee”) solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement; (2) enforcement expenses due by Parent pursuant to legal proceedings as a result of certain defaults under the Merger Agreement, not to exceed $5 million in the aggregate; and (3) the reimbursement obligations of Parent pursuant to the indemnification obligations to New Relic and its representatives in connection with debt financing. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the FP Funds and the TPG Fund under the Guarantee are subject to an aggregate cap equal to $524.0 million (the “Cap”).

Subject to specified exceptions, the Guarantee will terminate upon the earliest of:

Closing and Effective Time

The closing of the Merger will take place remotely no later than 8:00 a.m., Pacific time, on the fifth business day following the satisfaction or waiver of all conditions to closing of the Merger (as described under the caption, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing but subject to the satisfaction or waiver of such conditions.

Appraisal Rights

The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to Section 262 of the DGCL, which is attached to this information statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL will result in a termination or waiver of these rights. This summary does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to demand appraisal under Section 262 of the DGCL.

If the Merger is consummated, stockholders who continuously hold shares of New Relic common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will

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be entitled to seek appraisal of their shares in connection with the Merger under Section 262 the DGCL (“Section 262”). All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of New Relic common stock unless otherwise expressly noted herein. Only a holder of record of shares of New Relic common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of New Relic common stock held of record in the name of another person, such as a bank, broker, trust, or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of New Relic common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker, or the other nominee.

Under Section 262, if the Merger is completed, holders of shares of New Relic common stock who: (i) submit a written demand for appraisal of their shares; (ii) do not vote in favor of the adoption of the Merger Agreement; (iii) continuously are the record holders of such shares through the Effective Time; and (iv) otherwise exactly follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of New Relic common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of New Relic common stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Per Share Merger Consideration in respect of the shares of New Relic common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a Merger Agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes New Relic’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of New Relic common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Per Share Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of New Relic common stock, New Relic believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of New Relic common stock must do ALL of the following:

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In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote its shares.

Filing Written Demand

Any holder of shares of New Relic common stock wishing to exercise appraisal rights must deliver to New Relic, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of New Relic common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, or otherwise fail to vote, on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of New Relic Stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of New Relic common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of New Relic common stock must be executed by or on behalf of the holder of record, and must reasonably inform New Relic of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one (1) person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

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STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER, OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER, OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER, OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

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

New Relic, Inc.

Attention: Chief Legal Officer

188 Spear Street, Suite 1000

San Francisco, California 94105

Any holder of shares of New Relic common stock who has delivered a written demand to New Relic and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to New Relic a written withdrawal of the demand for appraisal . However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Per Share Merger Consideration within 60 days after the Effective Time. If an appraisal proceeding is commenced and New Relic, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Per Share Merger Consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of New Relic common stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of New Relic common stock who has complied with Section 262 and is entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of New Relic common stock. Accordingly, any holders of shares of New Relic common stock who desire to have their shares appraised

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should initiate all necessary action to perfect their appraisal rights in respect of their shares of New Relic common stock within the time and in the manner prescribed in Section 262. The failure of a holder of New Relic common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any holder of shares of New Relic common stock who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which New Relic has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of New Relic common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of New Relic common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published at least one (1) week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the court. The costs of these notices are borne by the Surviving Corporation. After notice to stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.

Determination of Fair Value

After the Delaware Court of Chancery determines the holders of New Relic common stock are entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of New Relic common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the

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difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

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

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Neither New Relic nor Parent anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights, and each of New Relic and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of New Relic common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of New Relic common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of New Relic common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of New Relic common stock for any purpose or to receive payment of dividends or other

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distributions on the stock, except dividends or other distributions on the holder’s shares of New Relic common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking appraisal rights, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

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

To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, Section 262 of the DGCL will govern.

Accounting Treatment

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

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

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of New Relic common stock whose shares are converted into the right to receive cash pursuant to the Merger, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS regarding any matter discussed below.

This discussion is limited to U.S. Holders and Non-U.S. Holders who hold their shares of New Relic common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules under the U.S. federal income tax laws, including, for example, but not limited to:

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

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

U.S. Holders

This section applies to “U.S. Holders.” For purposes of this discussion, a “U.S. Holder” is any beneficial owner of New Relic common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

The receipt of cash by a U.S. Holder in exchange for shares of New Relic common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of New Relic common stock surrendered pursuant to the Merger by such U.S. Holder. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of New Relic common stock. A U.S. Holder’s gain or loss on the disposition of shares of New Relic common stock generally will be characterized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the completion of the Merger. The deductibility of capital losses is subject to limitations. U.S. Holders who hold different blocks of New Relic common stock (shares of New Relic common stock purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.

Non-U.S. Holders

This section applies to “Non-U.S. Holders.” For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of New Relic common stock that is not a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain realized in connection with the Merger, unless:

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Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized in connection with the Merger, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

We believe that New Relic is not currently, has not been during the preceding five years and prior to or at the time of the Merger does not expect to become, a USRPHC. Because the determination of whether New Relic is a USRPHC depends on the fair market value of New Relic’s USRPIs relative to the fair market value of New Relic’s non-USRPIs and other business assets, there can be no assurance that New Relic is not or will not become a USRPHC. A non-U.S. holder should consult its own tax advisor about the consequences that could result if New Relic is or were to become a USRPHC.

Information Reporting and Backup Withholding

Information reporting generally will apply to payments to a U.S. Holder in connection with the Merger. Backup withholding generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

Information reporting and backup withholding generally will apply to the proceeds of a disposition of shares of New Relic common stock in the Merger by a non-U.S. Holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies, on a properly completed applicable IRS Form W-8, its status as a non-U.S. Holder and satisfies certain other requirements, or otherwise establishes an exemption. For information reporting purposes, dispositions effected through a non-U.S. office of a broker with certain connections with the United States will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. The amount of any backup withholding generally will be allowed as a credit against a holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

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THE DISCUSSION ABOVE IS BASED ON CURRENT U.S. FEDERAL INCOME TAX LAW. LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THE STATEMENTS SET FORTH THEREIN. THIS DISCUSSION IS NOT TAX ADVICE. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION AND HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Regulatory Approvals Required for the Merger

General

New Relic and Parent have agreed to use reasonable best efforts to comply with all regulatory notification requirements, and, subject to certain limitations, to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include approval under the HSR Act and any other applicable antitrust laws (whether domestic or foreign).

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until New Relic and Parent each file a notification and report form with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or DOJ issues a request for additional information and documents (which we refer to as the “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

New Relic and Crewline Buyer, Inc. each filed a notification and report form with respect to the Merger with the FTC and DOJ on August 11, 2023. The waiting period with respect to such notification and report forms under HSR Act expired at 11:59 p.m., Eastern time, on September 11, 2023.

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

Other Regulatory Approvals

The Merger is also subject to clearance or approval by the antitrust authorities in other jurisdictions. The Merger cannot be completed until New Relic and Parent obtain clearance to consummate the Merger or the applicable waiting periods have expired or been terminated in such jurisdictions. New Relic and Parent, in consultation and cooperation with each other, have made or are in process of making antitrust filings with the authorities of such jurisdictions.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

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

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

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

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Closing Date (as defined in the section of this proxy statement captioned “—Closing and Effective Time”): (i) Merger Sub will be merged with and into New Relic, with New Relic becoming a wholly owned subsidiary of Parent; (ii) the separate corporate existence of Merger Sub will thereupon cease; and (iii) New Relic will continue as the Surviving Corporation. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of New Relic and Merger Sub, and all of the debts, liabilities and duties of New Relic and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the initial directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. At the Effective Time, the initial officers of the Surviving Corporation will be the officers of New Relic as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly appointed. At the Effective Time, the certificate of incorporation of New Relic as the Surviving Corporation will be amended and restated in its entirety to read substantially identically to the certificate of incorporation of Merger Sub as in

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effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

Closing and Effective Time

The closing of the Merger will take place remotely at 8:00 a.m., Pacific time, on the fifth business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption, “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger) or such other time agreed to in writing by Parent, New Relic, and Merger Sub. However, notwithstanding the satisfaction or waiver of all conditions to closing of the Merger, in no event shall the closing occur prior to 60 days after July 30, 2023 without the Parent’s prior written consent in its sole discretion. The date on which the closing of the Merger occurs is herein referred to as the “Closing Date.”

On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective at the Effective Time.

Merger Consideration

New Relic common stock

At the Effective Time, and without any action required by any stockholder, each share of New Relic common stock (other than Excluded Shares, which include, among other things, the Rollover Shares and shares of New Relic common stock owned by stockholders who have properly and validly exercised their statutory rights of appraisal under Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and extinguished, and automatically converted into the right to receive the Per Share Merger Consideration, less applicable withholding taxes.

Treatment of Company Equity Awards

Company Options. Pursuant to the Merger Agreement, each Vested Option will be cancelled in exchange for an amount in cash equal to the Option Consideration. The Option Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date. Each Unvested Option will be substituted and converted into an award to receive an amount in cash equal to the Substituted Option Award, payable on the same schedule as the Unvested Options that vest in the future and be subject to the same terms and conditions applicable to such Unvested Options immediately prior to the Effective Time, including continued employment with Parent or New Relic. Each Vested Option and each Unvested Option that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration will be cancelled for no consideration as of the Effective Time.

Company Restricted Stock Units. Each Company RSU Award that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time will be cancelled in exchange for an amount in cash equal to the RSU Consideration. The RSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date. Each other Company RSU Award that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms (after taking into account any vesting or accelerated vesting provisions in connection with the Merger applicable to such Company RSU Award) will be cancelled and be converted into the contractual right to receive a payment of the RSU Consideration in respect of the Converted RSU Award in cash from the Surviving Corporation. The Converted RSU Award will be subject to the same terms and conditions applicable to the corresponding Company RSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company RSU Award).

Company Special Performance Stock Units. Each Company Special PSU Award that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time based on actual performance through

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the Effective Time will be cancelled in exchange for the payment of PSU Consideration. The PSU Consideration will be payable on the first regular payroll date to occur after the fifth business day following the Closing Date.

Company Performance Stock Units. Each Company PSU that is outstanding immediately prior to the Effective Time and that has satisfied the performance vesting conditions but that has not satisfied the service vesting conditions upon the occurrence of the Effective Time will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation equal to the product obtained by multiplying (A) the Per Share Merger Consideration by (B) the number of shares of New Relic common stock covered by such Company PSU Award immediately prior to the Effective Time (after determining the number of shares of New Relic common stock underlying the Company PSU that vest based on actual performance through the Effective Time). Except as otherwise provided, the PSU Consideration will be subject to the same terms and conditions applicable to the corresponding Company PSU Award (including time-vesting conditions and any accelerated vesting provisions of any employee benefit plans applicable to such Company PSU Award, but, excluding any performance-based vesting conditions, in accordance with the terms of the Company PSU Award). Any portion of a Company PSU Award that does not get converted in accordance with the foregoing will immediately terminate without consideration at the Effective Time. In connection with the signing of the Merger Agreement, New Relic approved an amendment to the terms of the Company PSU Awards whereby the total shareholder return of the comparable index companies will be measured as of Agreement Date in lieu of instead being measured as of immediately prior to the Effective Time of the Merger, and all other terms and conditions remain as is.

Restricted Stock. Each Restricted Stock that is outstanding immediately prior to the Effective Time will be cancelled and be converted into the contractual right to receive a payment in an amount in cash, less applicable withholding taxes, from the Surviving Corporation equal to the Per Share Merger Consideration , and such consideration will be payable on the same schedule as the underlying Restricted Stock and be subject to the same terms and conditions applicable to such Restricted Stock immediately prior to the Effective Time (including time-based vesting conditions, forfeiture and any accelerated vesting provisions applicable to such Restricted Stock).

Company ESPP. In connection with the execution and delivery of the Merger Agreement New Relic took the following actions under our ESPP: (i) ensured no new participants will commence participation in the ESPP after July 30, 2023; (ii) ensured no participant will be allowed to increase his or her payroll contribution rate in effect as of July 30, 2023 or make separate non-payroll contributions on or following such date; and (iii) ensured no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after July 30, 2023. If the Effective Time is expected to occur prior to the end of the current purchase period, New Relic must provide for an earlier exercise date (including for purposes of determining the purchase price for the current purchase period). Such earlier exercise date will be as close to the Effective Time as is administratively practicable. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time, but subject to the consummation of the Merger.

Exchange and Payment Procedures

Prior to the closing of the Merger, Parent will select a transfer agent or such other bank or trust company, reasonably acceptable to New Relic (the “Payment Agent”) to make payments of the Per Share Merger Consideration to stockholders. At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent cash sufficient to pay the aggregate Per Share Merger Consideration to stockholders.

Promptly following the Effective Time (and in any event within five (5) business days), the Payment Agent will mail to each holder of record (as of immediately prior to the Effective Time) a letter of transmittal in customary form and instructions for use in effecting the surrender of such holder’s shares of New Relic common stock represented by such holder’s certificate(s) or book-entry shares in exchange for the Per Share Merger Consideration payable in respect of such shares. The amount of any Per Share Merger Consideration paid to stockholders may be reduced by any applicable withholding taxes.

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If any cash deposited with the Payment Agent is not claimed within one (1) year following the Effective Time, such cash will be returned to the Surviving Corporation, upon demand, and any holders of New Relic common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation as general creditor for payment of the Per Share Merger Consideration. Any cash deposited with the Payment Agent that remains unclaimed two (2) years following the Effective Time will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

Representations and Warranties

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

Some of the representations and warranties in the Merger Agreement made by New Relic are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to New Relic, any change, event, effect, or circumstance that, individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on (i) the ability of the New Relic Group Members to perform their material obligations under, or to consummate the transactions contemplated by, the Merger Agreement or (ii) the business, financial condition, or results of operations of the New Relic Group, taken as a whole, except that, solely with respect to clause (ii), no changes, events, effects or circumstances with respect to the following matters (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (subject to the limitations set forth below):

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except, with respect to bullets 1-7 and 11-12 above, to the extent that such change, event, effect, or circumstance has had a disproportionate adverse effect on the New Relic Group relative to other companies operating in the

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industry or industries in which the New Relic Group conducts business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur.

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

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

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

Conduct of Business Pending the Merger

The Merger Agreement provides that, except: (i) as expressly contemplated by the Merger Agreement; (ii) as required by applicable law; (iii) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (iv) as disclosed in the confidential disclosure letter to the Merger Agreement; or (v) for any reasonable actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or the COVID-19 Measures (provided New Relic consults in good faith with Parent, reasonably in advance to the extent practicable, about the merits of taking any action and considers Parent’s comments in good faith while also keeping Parent reasonably informed of the action it takes), during the period of time between the date of the signing of the Merger Agreement and the first to occur of the Effective Time and the termination of the Merger Agreement (the “Interim Period”), New Relic will and will cause each of its subsidiaries to:

In addition, New Relic has also agreed that, except: (i) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned, or delayed); (ii) as disclosed in the confidential disclosure letter to the Merger Agreement; (iii) as required by applicable law; or (iv) as expressly contemplated by the terms of the Merger Agreement, during the Interim Period, New Relic will not, among other things (and subject to certain exceptions):

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The “Go-Shop” Period—Solicitation of Other Offers

Under the Merger Agreement, from the date of the Merger Agreement until the No Shop Period Start Date, New Relic, its affiliates and their respective representatives had the right to: (i) solicit, initiate, propose, induce, encourage, or facilitate the making, submission or announcement of, or knowingly encourage, facilitate, or assist any proposal or Inquiry that constitutes, could constitute or is reasonably expected to lead to, an Acquisition Proposal (as defined in this section of this proxy statement below); (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to any third person (and its representatives, prospective debt and equity financing sources and/or their respective representatives), any non-public information relating to the New Relic Group or afford to any such third person (and its representatives, prospective debt and equity financing sources and/or their respective representatives) access to the business, properties, assets, books, records, or other non-public information, or to any personnel, of the New Relic Group, in any such case with the intent to induce the making, submission, or announcement of an Acquisition Proposal (or any proposal or Inquiry that could constitute or is reasonably expected to lead to an Acquisition Proposal), provided that New Relic will substantially concurrently (and in any event within twenty-four (24) hours), provide to Parent, or provide Parent access to, any such non-public information concerning the New Relic Group that is provided to any such third person or its representatives that has not been previously provided to Parent or its representatives, and the New Relic Group must not provide (or permit any of its representatives to provide) any competitively sensitive non-public information to any third person who is or has one or more affiliates that is a competitor of any New Relic Group Member except in accordance with customary “clean room” or other similar procedures; (iii) continue, enter into, maintain, participate, or engage in discussions or negotiations with any third person (and its representatives, prospective debt and equity financing sources, and/or their respective representatives) with respect to an Acquisition Proposal (or any proposal or Inquiry that could constitute or reasonably be expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, Inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal, including that New Relic may grant a limited waiver under any “standstill provision” or similar obligation to allow such third person to submit or amend an Acquisition Proposal on a confidential basis to the Board of Directors (or any committee thereof).

If New Relic had terminated the Merger Agreement for the purpose of entering into a definitive agreement prior to the No Shop Period Start Date in respect of a Superior Proposal, New Relic would have been required to pay a

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termination fee of $98.0 million to TPG IX Management, LLC and Francisco Partners Management L.P (the “Parent Affiliated Management Companies), in accordance with their respective pro rate share, so long as New Relic has complied in all material respects with the non-solicitation provisions set forth in the Merger Agreement with respect to such Superior Proposal. For more information, please see the section of this proxy statement captioned “—The Board of Directors’ Recommendation; Company Board Recommendation Change.”

For purposes of this proxy statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means an agreement with New Relic that is either (i) in effect as of the date hereof; or (ii) executed, delivered, and effective after the date hereof, in either case containing provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive non-public information of or with respect to New Relic to keep such information confidential (subject to customary exceptions); provided, however, that, other than with respect to any immaterial provisions, the provisions contained therein are not less favorable to New Relic in any material respect than the terms of the confidentiality agreements (it being understood that such agreement need not contain any “standstill” or similar provisions or that otherwise prohibit the making of any Acquisition Proposal); provided further that such agreement will not contain provisions that prohibit New Relic from complying with the “go-shop” and “no shop” provisions. For the avoidance of doubt, a joinder to an Acceptable Confidentiality Agreement pursuant to which a third party agrees to be bound by the confidentiality and use provisions of an Acceptable Confidentiality Agreement shall be an Acceptable Confidentiality Agreement.

“Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to New Relic or the Board of Directors (or any committee thereof) to engage in an Acquisition Transaction.

“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

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“Inquiry” means an inquiry, request for discussions or negotiations or request to review non-public information that would reasonably be expected to indicate an interest in making or effecting an Acquisition Proposal or an Acquisition Transaction.

“Superior Proposal” means any bona fide written Acquisition Proposal that (i) was not the result or effect of a violation of Section 5.4(b) of the Merger Agreement and (ii) is on terms that the Board of Directors (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel), taking into account all legal, regulatory, and financing aspects of the proposal (including the conditionality, timing and likelihood of consummation of such proposal), the identity of the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, if consummated, would be more favorable from a financial point of view to New Relic Stockholders (in their capacity as such) than the Transactions (taking into account any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of such determination in accordance with Section 5.4(b) of the Merger Agreement). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to (x) “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and (y) “80%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

The “No Shop” Period—No Solicitation of Other Offers

From the date of the No Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the New Relic Group Members will not, will cause their respective officers and directors not to, and will use reasonable best efforts to cause their other respective representatives not to, directly or indirectly:

In addition, New Relic has agreed to cease and cause to be terminated any discussions or negotiations with any third person and its representatives relating to any Acquisition Proposal or Acquisition Transaction, request the prompt return or destruction of all non-public information concerning the New Relic Group furnished to any

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person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the twelve (12) month period immediately preceding the No Shop Period Start Date and will cease providing any further information with respect to New Relic or any Acquisition Proposal to any such third person or its representatives and will immediately terminate all access granted to any such third person or its representatives to any physical or electronic data room (or any other diligence access). New Relic has also agreed to enforce, and not to waive, release, forbear in the enforcement of, terminate, or modify any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Board of Directors, unless the Board of Directors has determined in good faith, after consultation with outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

Additionally, under certain specified circumstances, from the No Shop Period Start Date until the adoption of the Merger Agreement by New Relic Stockholders, New Relic and the Board of Directors may, directly or indirectly through one or more of their representatives, (i) participate or engage in negotiations with or (ii) furnish any non-public information relating to the New Relic Group, in each case, any person and its representatives (including prospective debt and equity financing sources and/or their respective representatives) that has made, renewed or delivered to New Relic a bona fide Acquisition Proposal that did not result from a material breach of New Relic’s non-solicitation obligations pursuant to the Merger Agreement (provided that New Relic and its representatives may contact any third person in writing to clarify any ambiguous terms and conditions of an Acquisition Proposal which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal). New Relic and the Board of Directors (or committee thereof) may only take the actions contemplated if such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely lead to a Superior Proposal, and, in each case, (after consultation with New Relic’s financial advisor and outside legal counsel) the failure to take such actions in respect of such Acquisition Proposal would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties to stockholders under applicable law.

Both during the Go-Shop Period and after the No Shop Period Start Date but prior to the adoption of the Merger Agreement by New Relic’s stockholders, New Relic is not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal unless it complies with certain procedures in the Merger Agreement, including, but not limited to, providing written notice of the Superior Proposal to Parent at least five (5) business days in advance of termination and negotiating with Parent in good faith in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

If New Relic terminates the Merger Agreement prior to the adoption of the Merger Agreement by New Relic Stockholders for the purpose of entering into an agreement in respect of a Superior Proposal, New Relic must pay a $196.0 million termination fee to Parent, so long as New Relic has complied in all material respects with the non-solicitation provisions set forth in the Merger Agreement with respect to such Superior Proposal.

The Board of Directors’ Recommendation; Company Board Recommendation Change

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of New Relic common stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a Company Board Recommendation Change except as described below.

Prior to the adoption of the Merger Agreement by the New Relic Stockholders, the Board of Directors may not take any action described in the following (any such action, a “Company Board Recommendation Change”):

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For the avoidance of doubt, none of the following, among other things, will constitute a Company Board Recommendation Change: (i) a “stop, look and listen” communication by the Board of Directors (or a committee thereof) to New Relic Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication), (ii) the factually accurate public disclosure by New Relic of the receipt of an Acquisition Proposal if, and only to the extent required by applicable law, (iii) the determination by the Board of Directors (or a committee thereof) that an Acquisition Proposal constitutes or is reasonably likely to lead to, a Superior Proposal, (iv) delivery by New Relic to Parent of any notice related to an Intervening Event (as defined in this section of this proxy statement below) or Superior Proposal as set forth below, or (v) the public disclosure (to the extent such public disclosure does not have the effect of withdrawing or modifying the New Relic Board Recommendation in a manner adverse to Parent), in itself, of the items in clauses (iii) and (iv) if New Relic reasonably concludes (after consultation with its outside legal counsel) that such public disclosure is required by applicable law, in any such case will constitute a New Relic Board Recommendation Change or violate the “go-shop” and “no shop” provisions.

Notwithstanding the restrictions described above, prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may effect a Company Board Recommendation Change if (i) there has been an Intervening Event; or (ii) New Relic has received a bona fide Acquisition Proposal, whether before or after the No Shop Period Start Date, that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case, to the extent a failure to effect a Company Board Recommendation Change would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary obligations under applicable law.

The Board of Directors may only effect a Company Board Recommendation Change for an Intervening Event if:

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In addition, the Board of Directors may only effect a Company Board Recommendation Change or authorize New Relic to terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal substantially concurrently with the termination of the Merger Agreement in response to a bona fide Acquisition Proposal that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case if and only if:

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For purposes of this proxy statement and the Merger Agreement, an “Intervening Event” means any effect, or any consequence of such effect, that (i) was not known or reasonably foreseeable to the New Relic Board as of or prior to July 30, 2023, and (ii) does not relate to (A) an Acquisition Proposal or (B) the mere fact, in and of itself, that New Relic meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after July 30, 2023, or changes after the date hereof in the market price or trading volume of New Relic common stock or the credit rating of New Relic (it being understood that the underlying cause of any of the foregoing in this clause (B) may be considered and taken into account in determining whether an Intervening Event has occurred).

Employee Matters

The Merger Agreement provides that from and after the Effective Time, New Relic will, and Parent will cause New Relic to, honor all New Relic employee plans (each, an “Employee Plan”) in accordance with their terms as in effect immediately before the Effective Time. For a period commencing at the Effective Time and ending on the one-year anniversary of the Effective Time (or, if sooner, on the date of termination of employment of the relevant New Relic employee who continues to be an employee following the consummation of the Merger (such employee, a “Continuing Employee”)), Parent will provide, or cause to be provided, to each Continuing Employee, (i) base salary and base wages, short-term cash incentive compensation and opportunities, and commission opportunities, each on a basis no less favorable than that in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding, unless otherwise required by applicable law, equity or equity-based compensation, long-term incentives, defined benefit pension, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation, severance payments and severance benefits (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to such employee benefits (excluding the Excluded Benefits) provided to such Continuing Employees immediately prior to the Effective Time.

All Continuing Employees will be eligible to continue to participate in the Surviving Corporation’s health and welfare benefit plans (to the same extent such Continuing Employees were eligible to participate under the health and welfare benefits plans of the Company immediately prior to the Effective Time); however, (i) Parent, its affiliates or the Surviving Corporation may amend, modify or terminate, in accordance with its terms, any benefit or compensation arrangement at any time assumed, established, sponsored or maintained by any of them, and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan in the plan year in which the Effective Time occurs, then the Continuing Employees shall be eligible to participate in the Surviving

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Corporation’s (or a subsidiary’s) health and welfare benefit plans to the extent that coverage under such plans is replacing analogous coverage under an Employee Plan in which such Continuing Employee participated immediately before the Effective Time.

To the extent that service is relevant under any benefit plan of Parent or subsidiary of Parent and/or the Surviving Corporation (excluding any plan or arrangement that provides any Excluded Benefit), then Parent shall generally ensure that such benefit plan shall, for purposes of eligibility to participate and vesting, credit Continuing Employees for their years of service recognized by the New Relic Group Member prior to the Effective Time with the New Relic Group Member or their respective predecessors; provided that no credit for any service will be required that would result in duplication of benefits, and such credit shall only be given to the same extent that such service was recognized prior to the Effective Time under the corresponding benefit plan of the New Relic Group Member. With respect to any group medical plans maintained by Parent or its subsidiaries in which the Continuing Employees participate following the Effective Time and in the plan year in which the Effective Time occurs, Parent will, and will cause the Surviving Corporation and any of its subsidiaries to use commercially reasonable efforts to (i) cause there to be waived any eligibility requirements or pre-existing condition limitations or waiting period requirements under any such group health plans to the same extent waived or satisfied under any corresponding Employee Plan of a New Relic Group Member in which such Continuing Employee participated immediately prior to the Effective Time, and (ii) give effect, in determining any deductible, co-insurance and maximum out-of-pocket limitations under such group health plans in the plan year in which the Effective Time occurs, to amounts paid by such Continuing Employees during the portion of the year prior to the Effective Time under the Employee Plans maintained by a New Relic Group Member.

Efforts to Close the Merger

Under the Merger Agreement, Parent, Merger Sub and New Relic agreed to use, and agreed to cause their respective affiliates to use, reasonable best efforts to take all actions, do all things and assist and cooperate with the other parties, in each case as necessary, proper and advisable pursuant to applicable law or otherwise to consummate the Merger.

Financing Cooperation

Subject to the terms and conditions of the Merger Agreement, neither Parent nor Merger Sub (without the prior written consent of New Relic) shall agree to, or permit any amendment, modification, supplement or termination of, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, modification, supplement, termination or waiver would reasonably be expected to (i) reduce the aggregate amount of the financing to an amount such that Parent or Merger Sub would not have sufficient available funds necessary to pay the required amount; (ii) impose new or additional conditions precedent to the availability of the financing or otherwise expand, amend or modify any of the conditions to the receipt of the financing or any other terms to the Financing in a manner that would reasonably be expected to delay or prevent the closing or materially delay or prevent funding of the financing, or the satisfaction of the conditions to obtaining the financing; or (iii) adversely impact the ability of Parent, Merger Sub or New Relic to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect thereto (it being understood that Parent may amend any Debt Commitment Letter in accordance with its terms to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed such Debt Commitment Letters as of the Agreement Date and upon such amendment, modification, supplement, termination or waiver, promptly provide New Relic with a copy thereof).

Parent and Merger Sub each acknowledge and agree that obtaining the financing is not a condition to the closing or the enforcement of the Financing Letters. Subject to the terms and conditions of the Merger Agreement, Parent will use its reasonable best efforts to take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper and advisable to obtain the financing on the terms and conditions described in the Financing Letters, Guarantee, and the Fee Letter . Parent will upon the reasonable written request of New Relic, keep New

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Relic reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the Financing and provide New Relic with copies of drafts of the definitive primary debt financing documentation when available. If any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall promptly notify New Relic in writing and Parent and Merger Sub will use their reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, (i) alternative financing from alternative sources on terms and conditions which shall not in any respect impose new, additional or more expansive conditions to the funding of the debt financing on the closing date that would be materially more onerous than those contained in the Debt Commitment Letter or otherwise be reasonably expected to prevent or delay the funding beyond the Termination Date; and (ii) one or more new financing commitment letters with respect to alternate debt financing (the “New Debt Commitment Letters”), which New Debt Commitment Letters will replace the existing Debt Commitment Letter in whole or in part. Parent will promptly provide a copy of any New Debt Commitment Letters to New Relic.

Prior to the Effective Time, to the extent requested by Parent or Merger Sub for the purpose of obtaining any financing, New Relic will use its reasonable best efforts, and will cause each of its subsidiaries to use its reasonable best efforts, and will use reasonable best efforts to cause its members of senior management to use its reasonable best efforts, to: (i) participate (and cause senior management to participate) in a reasonable and limited number of meetings, and due diligence sessions in respect of the debt financing (to the extent required by the debt financing sources);(ii) solely with respect to financial information and data derived from New Relic’s historical books and records and maintained in the ordinary course of business, assist Parent with providing information reasonably required in connection with the preparation by Parent of pro forma financial information and pro forma financial statements to the extent required by the debt financing sources, it being agreed that New Relic will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing; (B) any post-closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the debt financing; or (C) any financial information related to Parent or any of its subsidiaries or any adjustments that are not directly related to the acquisition of New Relic by Parent; (iii) assist Parent in connection with the preparation, execution and delivery of any credit agreement, pledge and security documents, solvency certificates and other definitive financing documents (and any disclosure schedules thereto), and any other certificates or documents with respect to the debt financing, in each case, as may be reasonably requested by Parent or the debt financing sources, and otherwise necessary to facilitate the pledging of collateral and the granting of security interests in respect of the debt financing on the Closing Date, and providing information reasonably necessary to complete customary perfection certificates and other customary loan documents required in connection with the financing, it being understood that any such documents will not be recorded or take effect until the Effective Time; (iv) furnish Parent upon reasonable written request with such financial and other pertinent information regarding New Relic and its subsidiaries (including information regarding the business and operations thereof), to the extent prepared by New Relic in the ordinary course of business, as may be reasonably requested by Parent to assist in the preparation of customary information documents used in financings associated with leveraged buyouts of comparable sized companies (which, for the avoidance of doubt, will not include any Excluded Information); and (v) at least 2 business days prior to closing, furnish Parent with all documentation and other information about New Relic and its subsidiaries as is reasonably requested by Parent at least 10 business days prior to closing, in accordance with the requirements of the debt financing sources, required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act).

Nothing in the financing cooperation covenant or any other provision of the Merger Agreement will require New Relic or any of its subsidiaries to (i) waive or amend any terms of the Merger Agreement or any other contract, provide any additional security or guaranties or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement by or on behalf of Parent; (ii) enter into any definitive agreement or distribute any cash; (iii) give any indemnities in connection with the debt financing that are effective prior to the Effective Time; (iv) prepare or provide any Excluded Information; or (v) take any action

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that, in the good faith determination of New Relic, would (a) unreasonably interfere with the conduct of the business of New Relic and its subsidiaries; (b) create a risk of damage or destruction to any property or assets of New Relic or any of its subsidiaries; (c) cause any representation or warranty or covenant contained in the Merger Agreement to be breached or cause any closing condition set forth the Conditions to the Merger to fail to be satisfied; (d) cause New Relic or any of its subsidiaries to violate or waive any attorney-client or other applicable privilege or breach any contract, applicable law or certificate of incorporation, bylaws or similar organizational document; or (e) disclose or provide any information in connection with the financing, the disclosure of which, in the judgement of New Relic, would result in the disclosure of any trade secrets, customer-specific data or competitively sensitive information not otherwise required to be provided under the Merger Agreement or the violation of any confidentiality obligation; provided that New Relic or such subsidiary shall use reasonable best efforts to provide an alternative means of disclosing or providing such information, and in the case of any confidentiality obligation, New Relic shall, to the extent permitted by such confidentiality obligations, notify Parent if any such information that Parent, Merger Sub or any debt financing source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality. In addition, (A) no action, liability or obligation of New Relic, any of its subsidiaries or any of their respective representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the debt financing will be effective until the Effective Time, (B) neither New Relic nor any of its subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the closing or that must be effective prior to the Effective Time, and (C) any bank information memoranda required in relation to the debt financing will contain disclosure and financial statements reflecting the Surviving Corporation or its subsidiaries as the obligor. Nothing in the financing cooperation covenant will require (1) any representative of New Relic or any of its subsidiaries to deliver any certificate or opinion or take any other action in the financing cooperation covenant that could reasonably be expected to result in personal liability to such representative; (2) Board of Directors or the board of directors, managers, managing member or any similar controlling body of any subsidiary of New Relic to approve any financing or contracts related thereto; (3) New Relic and its subsidiaries to take any action that would conflict with or violate its organizational documents or any applicable laws, or result in a violation of breach of, or default under, any agreement to which New Relic or any of it is subsidiaries is a party; and (4) New Relic and its subsidiaries to provide any information (a) the disclosure of which is prohibited or restricted under applicable Law or any contract, agreement or other understanding binding on New Relic or its subsidiaries; or (b) where access to such information would (i) give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such information; or (ii) violate or cause a default pursuant to, or give a third Person the right to terminate or accelerate its rights pursuant to, any contract to which New Relic or any of its subsidiaries is a party or otherwise bound.

If the closing does not occur, promptly upon request by New Relic, Parent will reimburse New Relic for any documented and reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by New Relic or its subsidiaries in connection with the cooperation of New Relic and its subsidiaries contemplated by the financing cooperation covenant (it being understood and agreed that the reimbursement set forth in the covenant shall not apply to any fees, costs, and expenses incurred by, or on behalf of, New Relic, its subsidiaries or any of its representatives in connection with its ordinary course financial reporting requirements or in the provision of data that, in each case, was already prepared or was being prepared by New Relic, its subsidiaries or its representatives in the ordinary course of business notwithstanding the financing cooperation covenant). New Relic, its subsidiaries and their respective representatives will be indemnified and held harmless by Parent from and against any and all liabilities, losses, damages, claims, reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging or obtaining the debt financing (including any cooperation pursuant to the financing cooperation covenant) pursuant to the Merger Agreement or the provision of information utilized in connection therewith, except with respect to any losses suffered or incurred as a result of (i) the gross negligence or willful misconduct of New Relic or any of its representatives or (ii) material breach by New Relic or its subsidiaries of the financing cooperation covenant.

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Indemnification and Insurance

From and after the Effective Time, Parent and the Surviving Corporation will, to the fullest extent permitted under applicable law, (i) indemnify and hold harmless each person who is at July 30, 2023, was previously, or during the period from July 30, 2023 through the Effective Time will be, serving as a director, officer or employee of any New Relic Group Member and any person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension, or other employee benefit plan or enterprise at the request of or for the benefit any New Relic Group Member (collectively, in their capacity as such, the “Covered Persons”) in connection with any D&O Claim (as defined in the Merger Agreement) and any losses, claims, damages, liabilities, judgments, fines, penalties, and amounts paid in settlement and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim and (ii) promptly (and in any event within 10 days) advance costs and expenses (including attorneys’ fees) as incurred by the Covered Persons in connection with any D&O Claim.

In addition, prior to the Effective Time, New Relic may obtain and prepay the premium for a six-year “tail” insurance policy for D&O claims arising from facts, acts, events or omissions that occurred on or prior to the Effective Time. If New Relic fails to obtain such tail policy prior to the Effective Time, Parent or the Surviving Corporation will obtain such a tail policy. Any such tail policy must have at least the same coverage and amounts and contain terms and conditions that are no less favorable to the covered individuals as the New Relic Group’s existing directors’ and officers’ insurance policy or policies with a claims period of six (6) years from the Effective Time. Notwithstanding the foregoing, in no event will the New Relic Group (or Parent, as applicable) be required to expend a premium in excess of 300% of the aggregate annual amount currently paid by the New Relic Group for such insurance (the “Maximum Premium”) and, if the annual premium of such insurance coverage exceeds such maximum amount, New Relic, Parent, or the Surviving Corporation will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Maximum Premium.

Other Covenants

Stockholders Meeting

New Relic has agreed to take all necessary action (in accordance with applicable law, New Relic’s organizational documents and the rules of the NYSE) to establish a record date for, duly call, give notice of, convene, and hold the Special Meeting as promptly as reasonably practicable following the mailing of this proxy statement for the purpose of obtaining the affirmative vote of the holders of a majority of the outstanding shares of New Relic common stock that is required to adopt the Merger Agreement. The Special Meeting cannot be held later than 45 days after the date upon which New Relic receives confirmation from the SEC that it will not review, or that it has completed its review of this proxy statement (which confirmation will be deemed to occur if the SEC has not affirmatively notified New Relic prior to the tenth calendar day after filing this proxy statement that the SEC will or will not be reviewing this proxy statement).

Stockholder Litigation

New Relic will: (i) provide Parent with prompt notice of all stockholder litigation relating to the Merger Agreement (including by providing copies of all pleadings with respect thereto); (ii) keep Parent reasonably informed with respect to the status thereof; (iii) give Parent the opportunity to participate (at Parent’s expense) in the defense, settlement, or prosecution of any such litigation; and (iv) consult with Parent with respect to the defense, settlement, or prosecution of such litigation. New Relic may not settle any such litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

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Conditions to the Closing of the Merger

The obligations of Parent and Merger Sub, on the one hand, and New Relic, on the other hand, to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

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

In addition, the obligation of New Relic to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

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Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways: