NEUE Neuehealth Inc

You are invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of NeueHealth, Inc., a Delaware corporation (the “Company” or “us”) to be held virtually on [•], 2025, at [•] Eastern Time.

On December 23, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”) with NH Holdings 2025, Inc., a Delaware corporation (“Parent”), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. (“NEA”).

In connection with the execution of the Merger Agreement, on December 23, 2024, certain stockholders of the Company (the “Rollover Holders”) entered into rollover agreements (the “Rollover Agreements”) with NH Holdings 2025 SPV, L.P., a Delaware limited partnership of which Parent is a wholly owned subsidiary (“Ultimate Parent”), Parent and Merger Sub, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, the Rollover Holders agreed to contribute all of their shares of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), Series A Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (the “Company Series A Preferred Stock”), and/or Series B Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (the “Company Series B Preferred Stock” and, together with the Company Series A Preferred Stock, the “Company Preferred Stock”), to Ultimate Parent immediately prior to the effective time of the Merger (the “Effective Time”) in exchange for the issuance to the Rollover Holders of limited partnership interests in Ultimate Parent. Additionally, certain of the Rollover Holders agreed pursuant to their respective Rollover Agreements, on the terms and subject to the conditions set forth therein, to vote all of their shares of Company Common Stock and/or Company Preferred Stock in favor of the adoption of the Merger Agreement. The Rollover Holders collectively held, as of December 16, 2024, approximately 64% of the outstanding shares of Company Common Stock and all of the outstanding shares of Company Series A Preferred Stock and Company Series B Preferred Stock, and the Rollover Holders who have agreed to the above-described voting obligations collectively held, as of December 16, 2024, approximately 60.5% of the total voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis).

Also in connection with the execution of the Merger Agreement, on December 23, 2024, certain private investment funds affiliated with NEA (the “Sponsors”) entered into (a) an equity commitment letter (the “Equity Commitment Letter”) with Parent, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsors agreed to provide certain equity financing to Parent up to an aggregate amount of $30,000,000 for the purpose of financing the Merger Consideration (as defined below) and the other payment obligations of Parent, Merger Sub and, following the Effective Time, the Company under the Merger Agreement, and (b) a limited guaranty in favor of the Company, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsors guaranteed to the Company the payment of all of the liabilities and obligations of Parent and Merger Sub under the Merger Agreement, subject to an aggregate cap as set forth therein. The Company is a third party beneficiary of the Equity Commitment Letter and has the right to seek specific performance of the Sponsors’ obligations to fund the equity financing provided for therein on the terms and subject to the conditions set forth therein and in the Merger Agreement.

If the Merger is completed, at the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares owned immediately prior to the Effective Time by the Company, Ultimate Parent, Parent, Merger Sub or any of their respective subsidiaries (including shares contributed to Ultimate Parent prior to the Effective Time pursuant to the Rollover Agreements or other similar agreements), which will be canceled for no consideration, and any shares with respect to which a demand for appraisal has been validly made (and not forfeited or withdrawn) in accordance with Delaware law, which will be entitled to receive payment of the appraised value of such shares as provided by Delaware law) will be converted into the right to receive $7.33 in cash, without interest (the “Merger Consideration”), less any applicable withholding taxes.

The board of directors of the Company (the “Company Board”) formed a special committee comprised solely of disinterested and independent members of the Company Board (the “Special Committee”), which, among other things, reviewed, evaluated and negotiated the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, in consultation with its legal and financial advisors and, where appropriate, with Company management and the Company’s legal advisors. The Special Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the holders of shares of Company Common Stock (other than shares of Company Common Stock held by or on behalf of affiliates of NEA, the Rollover Holders and any other stockholders of the Company that are affiliated with such affiliates of NEA, the Rollover Holders, Parent, Merger Sub or any of their respective affiliates), and (2) recommended that the Company Board (i) approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend that the stockholders of the Company approve and adopt the Merger Agreement in accordance with the certificate of incorporation and bylaws of the Company and the General Corporation Law of the State of Delaware, as may be amended from time to time (the “DGCL”). In addition, the Special Committee believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended.

The Company Board, acting upon the recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement and transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, and (4) resolved to recommend that the stockholders of the Company approve and adopt the Merger Agreement in accordance with the certificate of incorporation and bylaws of the Company and the DGCL.

The approval of the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”) requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis), voting together as a single class, that are entitled to vote on the Merger Agreement Proposal (a “Majority of the Outstanding Shares”) at the Special Meeting, assuming a quorum is present.

In addition to the Merger Agreement Proposal, at the Special Meeting, you will be asked to approve (1) one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”), which requires the affirmative vote of a majority in voting power of the shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the matter, assuming a quorum is present, and (2) the nonbinding, advisory proposal regarding certain compensation arrangements for the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”), which requires the affirmative vote of a majority in voting power of the shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the matter, assuming a quorum is present.

The Merger Agreement and the transactions contemplated thereby, including the Merger, have been unanimously approved by the Company Board, based on the recommendation of the Special Committee. The Company Board recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Merger cannot be completed unless a Majority of the Outstanding Shares approves the Merger Agreement Proposal. A failure to vote your shares of Company Common Stock and/or Company Preferred Stock “FOR” the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you plan to attend the Special Meeting, we ask that you vote as soon as possible. You may vote by proxy via the Internet, telephone or by mail by following the instructions on the proxy card or voting instruction card or the information forwarded by your broker, bank or other holder of record. For detailed information regarding voting instructions, please refer to the accompanying proxy statement.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including the approval of the Merger Agreement Proposal by a Majority of the Outstanding Shares.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated by it, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you.

The accompanying proxy statement is dated [•], 2025, and is first being mailed to the Company’s stockholders on or about [•], 2025.

You are cordially invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of NeueHealth, Inc., a Delaware corporation (the “Company” or “us”), to be held virtually, on [•], 2025, at [•] a.m. Eastern Time. The Special Meeting will be held for the following purposes:

1. to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 23, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, NH Holdings 2025, Inc., a Delaware corporation (“Parent”), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to the accompanying proxy statement, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, pursuant to and in accordance with the provisions of the General Corporation Law of the State of Delaware, as may be amended from time to time (the “DGCL”) (the “Merger Agreement Proposal”);

2. to consider and vote on one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”); and

3. to approve, by nonbinding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”).

These items of business are more fully described in the proxy statement of which this notice forms a part.

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of common stock of the Company, par value $0.0001 per share (“Company Common Stock”), the outstanding shares of Series A Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (“Company Series A Preferred Stock”) (voting on an as-converted basis), and the outstanding shares of Series B Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share (“Company Series B Preferred Stock” and, together with the Company Series A Preferred Stock, the “Company Preferred Stock”) (voting on an as-converted basis), voting together as a single class, that are present virtually or represented by proxy and entitled to vote on the Merger Agreement Proposal (a “Majority of the Outstanding Shares”) at the Special Meeting, assuming a quorum is present. The affirmative vote of a majority in voting power of the shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the matter, assuming a quorum is present, is necessary for the approval of the Adjournment Proposal. The affirmative vote of a majority in voting power of the shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the matter, assuming a quorum is present, is necessary for the approval of the Merger-Related Compensation Proposal.

The record date for the Special Meeting is [•], 2025 (the “Record Date”). Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, stockholders who continuously hold shares of Company Common Stock through the effective time of the Merger (the “Effective Time”), who have not voted in favor of the adoption of the Merger Agreement, who properly demanded appraisal of their shares of Company Common Stock in accordance with, and who have otherwise complied with, Section 262 of the DGCL and have not waived or forfeited their appraisal rights will be entitled to seek appraisal of their shares of Company Common Stock in connection with the Merger. Stockholders must comply with all the requirements of Delaware law, which are summarized in the proxy statement accompanying this notice.

The Merger Agreement and the transactions contemplated thereby, including the Merger, have been unanimously approved by the Company Board, based on the recommendation of a special committee comprised solely of independent and disinterested members of the Company Board. The Company Board recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Merger cannot be completed unless a Majority of the Outstanding Shares approves the Merger Agreement Proposal. A failure to vote your shares of Company Common Stock “FOR” the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope, or submit your proxy using the telephone or Internet procedures that may be provided to you. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of Company Common Stock, Company Series A Preferred Stock or Company Series B Preferred Stock, as applicable, through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement and the transactions contemplated thereby, including the Merger. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company Common Stock, Company Series A Preferred Stock or Company Series B Preferred Stock, as applicable, please contact the Company’s Investor Relations Team in writing at 9250 NW 36th St Suite 420, Doral, FL 33178, or call us at (612) 238-1321.

In this proxy statement, we refer to NeueHealth, Inc. as the “Company,” “NeueHealth,” “us,” “our,” “we” and, after the Merger, the “Surviving Corporation,” and we use the following additional defined terms:

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the section of this proxy statement entitled “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See the section of this proxy statement entitled “Where You Can Find More Information.”

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Merger is completed, holders of shares of Company Common Stock (other than Excluded Shares and any Dissenting Shares) will have the right to receive the Merger Consideration.

Affiliates of NEA have maintained an equity interest in the Company since before the Company’s initial public offering of shares of Company Common Stock in 2021 (the “IPO”). As of the date of this proxy statement, affiliates of NEA beneficially owned 200,000 shares of Company Series A Preferred Stock, 137,700 shares of Company Series B Preferred Stock, 2,727,648 shares of Company Common Stock and 2,803,859 Company Warrants, together representing approximately a 22.6% economic interest and, with respect to matters on which the holders of Company Preferred Stock have the right to vote (which include the adoption of the Merger Agreement), a 38.6% voting interest. Mohamad Makhzoumi, a representative of NEA, has served on the Company Board since 2016. From time to time following the IPO, NEA has considered alternatives for its investment in the Company, including acquiring all of the outstanding shares of Company Common Stock not then owned by institutional investors or affiliates of NEA.

Since the IPO, the Company has had a history of operating losses and negative cash flows from operations. In response to these conditions, the Company’s management has implemented and continues to implement plans to drive positive operating cash flow and access additional liquidity, including through issuing preferred stock and incurring debt. On January 1, 2024, the Company closed the sale of its California Medicare Advantage business, which was intended to improve the Company’s capital position and allow focus on a revised business model. However, the Company has not fully collected the escrowed contingent consideration associated with the sale of the California Medicare Advantage business, may not be able to access further borrowing under its loan and security agreement with Hercules Capital, Inc., and may not be able to recapture additional cash from its regulated insurance entities through dividends, as these matters are all subject to contingencies that are not fully within the Company’s control. As a result, significant challenges to the Company’s business, financial condition and liquidity position remain, and such challenges, together with the Company’s capital structure, are likely to make future financing challenging to obtain on favorable terms.

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Company Board and the Company’s management periodically review, consider and assess the Company’s operations and financial performance, as well as overall industry conditions, with a view toward strengthening the Company’s business and enhancing stockholder value. These reviews include, among other matters, the consideration of potential opportunities for business combinations, acquisitions, capital raising activities and other financial and strategic alternatives, including the sale of the Company. Between the IPO and the fourth quarter of 2023, the Company pursued (and ultimately effected) various financing transactions and the sale of the Company’s California Medicare Advantage business. In connection with pursuing such transactions, the Company Board (or a special committee thereof) and its advisors explored market interest in such transactions and in various alternatives thereto, including, at various points, the sale of the Company; however, no actionable interest in acquiring the Company emerged.

During the second quarter of 2024, Mr. Makhzoumi noted on several occasions to members of the Company’s management that NEA was considering submitting a proposal to take the Company private should the Company secure a new credit facility, but no terms (as to price or otherwise), conditions or timing were proposed.

On June 24, 2024, following closure of the loan and security agreement with Hercules Capital, Inc., NEA submitted an unsolicited preliminary, non-binding proposal, addressed to the Company Board, to acquire all of the shares of Company Common Stock not then owned by affiliates of NEA (excluding any shares that would be “rolled over” into indirect equity interests in the post-transaction Company) at a price per share of $7.18 in cash (the “First Proposal”), which, as stated in the First Proposal, represented a premium of 36% to the closing share price

of the Company Common Stock of $5.29 on June 24, 2024 and a premium of 25% to the 30-day volume-weighted average share price of the Company Common Stock of $5.74 as of June 24, 2024. The First Proposal expressed NEA’s intention to finance the proposed transaction with equity from funds and accounts managed by NEA and existing limited partners of NEA and to preserve the existing relative seniority, privileges and preferences and other economic terms of the Company Preferred Stock and the Company’s outstanding indebtedness.

Upon receiving the First Proposal, Manuel Kadre, the Company’s lead independent director, engaged in a discussion with Jeffery Michael Craig, the Company’s general counsel, regarding the Company Board’s fiduciary duties in light of the potential conflicts of interest presented by the First Proposal. Mr. Kadre asked that Mr. Craig deliver a written consent to the Company Board resolving to form a special committee, which Mr. Craig did on June 25, 2024.

On June 25, 2024, in response to the First Proposal, the Company Board, acting by unanimous written consent, created the Special Committee, which was composed of three directors—Manuel Kadre, Matthew Manders and Kendrick Adkins. These directors were selected to constitute the Special Committee because they had served on special committees of the Company Board created to review, evaluate and make recommendations with respect to potential financing transactions between the Company and NEA in the past, and their independence from NEA had been established. In connection with the creation of the Special Committee, it was confirmed that Mr. Kadre, Mr. Manders and Mr. Adkins remained independent of NEA and were disinterested in the proposed transaction with NEA. Mr. Kadre was designated as the chairman of the Special Committee.

The Special Committee was delegated the full power and authority of the Company Board, to the extent permitted by law, with respect to matters relating to, or arising from, the proposed transaction with NEA or any alternative strategic transaction, including, without limitation, the authority to (i) review, evaluate and negotiate the terms and conditions, and determine the advisability, of the proposed transaction with NEA or any alternative thereto (including the authority to recommend to the Company Board the proposed transaction with NEA or any alternative thereto and to make such investigations with respect thereto as it deems appropriate), (ii) establish, approve, modify, monitor and direct the process and procedures relating to the review, evaluation and negotiation of the proposed transaction with NEA and any alternatives thereto (including the authority to determine to proceed or not to proceed with any such process, procedure, review or evaluation, or to recommend any of the foregoing to the Company Board), (iii) make or accept, reject, negotiate or seek to modify the price, structure, form, terms and conditions of the proposed transaction with NEA or any alternative thereto, and the form, terms and conditions of any definitive agreement in connection therewith (including the threshold required for any stockholder vote necessary to approve a potential transaction with NEA, and any amendments to the certificate of incorporation or bylaws or any policy of the Company in connection therewith), (iv) determine whether the proposed transaction with NEA or any alternative thereto is fair to, and in the best interests, of the Company and its stockholders (other than, in the case of the proposed transaction with NEA, NEA or any other significant stockholder of the Company that may be a participant in such a transaction), (v) interact with any third party, or with NEA or any other significant stockholder of the Company that may be a participant in the proposed transaction with NEA, or with any of the representatives or affiliates of any such third party or of NEA or any other such significant stockholder, with respect to the proposed transaction with NEA or any alternative thereto in connection with the review and evaluation thereof, (vi) supervise and direct the Company’s management with respect to its involvement in the review, evaluation and/or negotiation of the proposed transaction with NEA or any alternative thereto, (vii) for actions requiring approval of the full Company Board with respect to the proposed transaction with NEA or any alternative thereto, approve and provide a recommendation to the full Company Board in respect thereof, (viii) provide reports or recommendations to the Company Board regarding what action, if any, should be taken by the full Company Board, and (ix) take such other action relating to or arising in connection with the proposed transaction with NEA or any alternative thereto as the Special Committee deems necessary, appropriate or advisable. The Company Board further resolved that the Company Board would not authorize, approve or proceed with, or recommend for approval by the Company’s stockholders, the proposed transaction with NEA or any alternative thereto, or any modification, variation, supplement or waiver thereof, unless the Special Committee had approved and recommended such transaction. The Company Board also authorized the Special Committee to retain, at the Company’s expense, its own independent financial and legal advisors.

On June 26, 2024, the Special Committee held its first meeting, which was also attended by members of the Company’s management and representatives of Richards, Layton & Finger, P.A. (“RLF”) and Simpson Thacher & Bartlett, LLP (“Simpson Thacher”), outside legal advisor to the Company, for the purpose of reviewing and

considering matters relating to the First Proposal and considering whether to engage RLF as the Special Committee’s legal advisor. Members of the Special Committee were familiar with RLF because RLF previously had represented a special committee of the Company Board created to review, evaluate and make recommendations with respect to a potential financing transaction between the Company and NEA. A representative of RLF described to the Special Committee RLF’s prior engagements by NEA, none of which were related to the Company, and the terms of a waiver pursuant to which no person at RLF assigned to the engagement by the Special Committee would be permitted to work on matters for NEA and vice versa. Based upon RLF’s experience and expertise, particularly in representing special committees in transactions similar to the proposed transaction with NEA, and after considering the unrelated nature of RLF’s prior engagements by NEA and the aforementioned waiver, the Special Committee determined to engage RLF as its legal advisor. A representative of RLF then reviewed with the members of the Special Committee their fiduciary duties under Delaware law. Following such review, the Special Committee deliberated on the terms of the First Proposal and discussed the process for interacting with NEA and its advisors.

On June 27, 2024, representatives of each of Latham & Watkins LLP (“Latham”), outside legal advisor to NEA, and Simpson Thacher, along with Mr. Craig, discussed certain matters ancillary to the First Proposal, including NEA’s expectations regarding due diligence and the anticipated high-level structure of the proposed transaction.

In order to ensure the confidentiality of any discussions about a potential transaction with NEA and, at an appropriate time, to facilitate the Company’s provision of confidential information in connection with such a potential transaction, the Company entered into a confidentiality agreement with NEA on July 5, 2024 (the “Confidentiality Agreement”) at the direction of the Special Committee. The Confidentiality Agreement contained customary provisions, including a customary “standstill” provision prohibiting NEA, for a period of six months, from making any proposal or public announcement of an intention to acquire or effect any similar transaction with respect to the Company without the Company’s prior authorization or any request to amend, waive or terminate the “standstill” provision or any other aspect of the Confidentiality Agreement.

On July 11, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF, Simpson Thacher and Lincoln, for the purpose of providing the representatives of Lincoln an opportunity to review with the Special Committee Lincoln’s background, experience, expertise and capabilities qualifying it to serve as financial advisor to the Special Committee. In response to questions from members of the Special Committee, the representatives of Lincoln reported that Lincoln had cleared conflicts and was capable of serving as independent financial advisor to the Special Committee and had no client engagements with NEA. After the representatives of Lincoln exited the meeting, the Special Committee discussed the presentation by such representatives, noting that they had made a strong case for Lincoln’s engagement based upon, among other things, (i) Lincoln’s relevant industry experience and experience representing special committees in transactions similar to the proposed transaction with NEA, (ii) their proposal regarding the manner in which Lincoln would assist the Special Committee in evaluating the First Proposal and any other proposals received from NEA and potential strategic alternatives, familiarity with the Company’s history and circumstances (including its specific business and stakeholders) and thoughtful discussion of relevant process considerations and (iii) the fact that Lincoln was independent from NEA. During the meeting, the Special Committee noted that it had contacted another prospective financial advisor, which had been asked to submit qualifications materials and a proposal to the Special Committee. Based on the strength of Lincoln’s presentation, the Special Committee determined to engage Lincoln, unless, after reviewing the qualifications materials and proposal of the other prospective financial advisor, it determined to revisit the decision to proceed with Lincoln. After receiving and reviewing such materials and proposal, and comparing the relative healthcare experience, experience of the team assigned, actual or potential conflicts, ability to explore relevant strategic alternatives to the proposed transaction with NEA, ability to conduct a pre-signing market check or post-signing “go-shop” process and compensation structure of Lincoln and the other prospective financial advisor, among other factors, the Special Committee determined to proceed with Lincoln.

Also, during such meeting, it was noted that the Company’s investment agreement with Cigna, a significant investor, required the Company to provide notice to Cigna of the First Proposal. The Special Committee discussed the process by which such notice would be delivered and directed a member of the Special Committee to contact Cigna. Written notice that the Company had entered into a confidentiality agreement regarding a potential sales process and was considering strategic alternatives was thereafter delivered to Cigna on July 17, 2024.

On July 23, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF, Simpson Thacher and Lincoln. The Special Committee discussed the First Proposal in relation to potential strategic alternatives, and the process for evaluating the

First Proposal and potential strategic alternatives. Following such discussions, representatives of Lincoln outlined the process by which they would assist the Special Committee with evaluating the First Proposal and potential strategic alternatives and the work they would perform in order to support such assistance.

On July 31, 2024, the Special Committee entered into an engagement letter with Lincoln.

At the request of the Special Committee, the Company’s management prepared and, on July 24, 2024, delivered to the Special Committee and Lincoln the Management Projections, which are described in the section of this proxy statement entitled “Opinion of Lincoln International LLC”.

On August 1, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF, Simpson Thacher and Lincoln. Members of the Company’s management discussed various aspects of the Management Projections, including the underlying assumptions, with the Special Committee and Lincoln, and noted the belief of the Company’s management that the underlying assumptions were reasonable and the Management Projections reflect the best estimate of the Company’s future performance. Members of the Special Committee asked questions regarding the Management Projections and the underlying assumptions, which were answered by the members of the Company’s management, and then further discussed the Management Projections. Following such discussions, the Special Committee approved the Management Projections.

The Special Committee then considered the First Proposal and the potential strategic alternatives to the potential transaction with NEA. Representatives of Lincoln reviewed with the Special Committee the potential strategic alternatives to the potential transaction with NEA, including the Company’s continuing as a standalone public company, pursuing a sale transaction with a third party or effecting a recapitalization, and the challenges that those potential strategic alternatives would likely present. Among other things, they noted that the Company’s continuing as a standalone public company would result in the Company continuing to incur the additional costs associated with being a public company while likely remaining unable to meaningfully utilize the listed status of the Company Common Stock to raise additional capital due to the nature of the Company’s capital structure. In light of potentially exploring a potential transaction with NEA, the Special Committee then discussed whether to conduct a pre-signing market check or to seek a post-signing go-shop right. Representatives of Lincoln noted that the exploration of a sale process would pose the risk of a leak, which could result in the loss of relationships with key customers and other commercial partners (who would be expected to have concerns about an acquisition of the Company by a third party, and particularly by one of their competitors), competitive threats and demands from customers for additional security. In response to questions from the Special Committee, representatives of Lincoln addressed in greater detail the potential risks of conducting a pre-signing market check. Representatives of Lincoln made observations regarding the minimal level of M&A activity in the Company’s industry. Representatives of Lincoln also observed that third-party interest in acquiring the Company likely would be dampened by the substantial cost of extinguishing the Company’s preferred stock and the market’s then-current cautious attitude toward deal activity due to uncertainty around potential regulatory changes. Representatives of Lincoln reviewed the limited set of potential counterparties that could be contacted if the Special Committee determined to conduct a pre-signing market check. The Special Committee discussed the risks and other considerations associated with conducting a pre-signing market check and noted that, in addition to the risks identified by representatives of Lincoln, a leak regarding a sale process could result in efforts by the Company’s competitors to hire the Company’s employees. RLF advised the members of the Special Committee with respect to their fiduciary duties. The Special Committee then evaluated the potential benefits and risks of conducting a pre-signing market check and reviewed the list of potential counterparties that Lincoln had identified. Members of the Committee observed that, in their judgment, based on their experience, such parties would have already reached out to the Company if they were interested in pursuing an acquisition of the Company and that, to date, no such party had come forward. The Committee then discussed whether a financial buyer would have any interest in acquiring the Company. Representatives of Lincoln advised that financial buyers likely would not be interested in acquiring the Company and summarized the basis for that assessment, noting, among other things, the lack of an appetite for risk among financial buyers in the healthcare and insurance space. The Special Committee then discussed the possibility of seeking a post-signing go-shop. After additional consideration of the potential benefits and risks of each alternative, the Special Committee determined to seek a post-signing go-shop right in any potential transaction with NEA.

Following such discussion, representatives of Lincoln presented Lincoln’s valuation analysis with respect to the First Proposal based upon the Management Projections. They outlined the valuation methods that Lincoln had used,

consisting of a discounted cash flow analysis and a selected public companies analysis, and the assumptions used in those analyses. Following such presentation, representatives of Lincoln noted that Lincoln would update and supplement its valuation analysis in response to questions and observations from members of the Special Committee.

On August 5, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF, Simpson Thacher and Lincoln. Representatives of Lincoln presented Lincoln’s supplemental analysis with respect to the First Proposal. Following such presentation, the Special Committee discussed the First Proposal and potential counterproposals to the First Proposal, and ultimately determined to communicate to NEA that its proposed price of $7.18 per share of Company Common Stock was inadequate and to deliver to NEA a counterproposal for a price of $8.65 per share of Company Common Stock. The Special Committee authorized and directed its advisors to prepare and deliver to NEA a letter reflecting its determinations, and such a letter was delivered to NEA later on August 5, 2024, following the Special Committee meeting.

Also during such meeting, a representative of RLF advised the Special Committee with respect to the operation of Delaware’s anti-takeover statute, Section 203 of the DGCL, and summarized the contents of a draft resolution providing a limited waiver of the restrictions on business combinations under Section 203 of the DGCL. In considering the proposal to adopt the resolutions, the Special Committee determined that it would be advisable to provide such limited waiver to eliminate potential impediments to the stockholders’ opportunity to receive consideration in a strategic transaction. Following discussion, the Special Committee adopted such resolutions.

On August 5, 2024, representatives of NEA and members of the Company’s management had a telephonic meeting to review the Company’s financials.

On August 12, 2024, NEA submitted to the Special Committee a revised non-binding proposal to acquire all of the shares of Company Common Stock not then owned by affiliates of NEA (excluding any shares that would be “rolled over” into indirect equity interests in the post-transaction Company) at a price per share of $7.18 in cash (the “Second Proposal”). Although the price per share proposed in the Second Proposal was unchanged from that proposed in the First Proposal, as a result of a decline in the Company’s stock price during the period between June 24, 2024 and August 12, 2024, a price per share of $7.18 then represented a premium of 35% to the 30-day volume-weighted average share price of the Company Common Stock of $5.33 as of August 12, 2024 (as compared to a premium of 25% to the to the 30-day volume-weighted average share price of the Company Common Stock of $5.74 as of June 24, 2024). The Second Proposal reiterated NEA’s intention to finance the proposed transaction with equity from funds and accounts managed by NEA and existing limited partners of NEA and to preserve the existing relative seniority, privileges and preferences and other economic terms of the Company Preferred Stock and the Company’s outstanding indebtedness. The Second Proposal further stated that the proposal was predicated on approval of the proposed transaction by the holders of a simple majority of all shares of the Company’s capital stock entitled to vote thereon (and not a majority of the shares of the Company’s capital stock held by stockholders unaffiliated with NEA) and the Company’s being subject to a customary “no-shop” covenant restricting the Company’s ability to solicit, initiate or facilitate alternative acquisition proposals from third parties during the pendency of the proposed transaction. The Second Proposal also noted that, based on the Company’s most recent financial forecasts and projected cash position during the first fiscal quarter of 2025, NEA would require the Company to resolve certain then-pending Company payment obligations to a counterparty as a condition precedent to entering into a definitive agreement with respect to the proposed transaction with NEA (the “Settlement Condition”).

On August 16, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF, Simpson Thacher and Lincoln. The Special Committee discussed the Second Proposal and potential responses to the Second Proposal. Representatives of Lincoln compared the price per share of Company Common Stock proposed in the Second Proposal to Lincoln’s valuation analysis and discussed with the Special Committee the premiums implied by potential counterproposals to the Second Proposal suggested by members of the Special Committee. Following such discussion, the Special Committee determined to communicate to NEA that its proposed price of $7.18 per share of Company Common Stock remained inadequate and to deliver to NEA a counterproposal for a price of $7.47 per share of Company Common Stock. The Special Committee then considered the Second Proposal’s requirements that the proposed transaction be approved by the holders of a simple majority of all shares of the Company’s capital stock entitled to vote thereon (and not a majority of the shares of the Company’s capital stock held by stockholders unaffiliated with NEA) and that the Company be subject to a no-shop covenant and inclusion of the Settlement Condition. Members of the Company’s management

and representatives of RLF and Simpson Thacher provided their perspectives on the Settlement Condition, and a representative of RLF outlined the relevant factors for the Special Committee to consider in assessing the other requirements of the Second Proposal. Further discussion focused on the fact that the Settlement Condition could introduce several complications, including that it would be made public, could adversely affect the Company’s ability to negotiate with the settlement counterparty and would not be customary for a transaction of this nature. Following this discussion, the Special Committee determined to reject the Settlement Condition, but to accept the lack of a requirement to condition the potential transaction on approval by a “majority of the minority” stockholder vote, so long as NEA would agree to a customary post-signing go-shop provision. The Special Committee authorized and directed its advisors to prepare and deliver to NEA a letter reflecting its determinations, and such a letter was delivered to NEA the following day, on August 17, 2024.

On August 22, 2024, NEA submitted to the Special Committee a further revised non-binding proposal to acquire all of the shares of Company Common Stock not then owned by affiliates of NEA (excluding any shares that would be “rolled over” into indirect equity interests in the post-transaction Company) at a price per share of $7.33 in cash (the “Third Proposal”), which represented a premium of 37% to the 30-day volume-weighted average share price of the Company Common Stock of $5.34 as of August 22, 2024. The Third Proposal reiterated NEA’s intention to finance the proposed transaction with equity from funds and accounts managed by NEA and existing limited partners of NEA and to preserve the existing relative seniority, privileges and preferences and other economic terms of the Company Preferred Stock and the Company’s outstanding indebtedness, and indicated that NEA would agree to a 30-day post-signing go-shop period, subject to the Special Committee’s acceptance of the Third Proposal. The Third Proposal did not include the Settlement Condition, but noted that NEA’s willingness to enter into a definitive transaction agreement was subject to completion of satisfactory confirmatory due diligence with respect to the subject matter of the Settlement Condition.

On August 27, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF, Simpson Thacher and Lincoln. The Special Committee discussed the Third Proposal and potential responses to the Third Proposal. Representatives of Lincoln compared the price per share of Company Common Stock proposed in the Third Proposal to Lincoln’s valuation analysis and advised that, subject to updating and completing its analyses (among other things), Lincoln would be able to opine that a price of $7.33 per share of Company Common Stock was fair, from a financial point of view, to the stockholders of the Company unaffiliated with NEA. Following such discussion, the Special Committee determined to move forward with a potential transaction with NEA at a price of $7.33 per share of Company Common Stock, subject to the satisfactory negotiation and execution of definitive transaction documents and receipt by the Special Committee of a customary fairness opinion. The Special Committee further determined that it would inform NEA of its decision to continue discussions and proceed with negotiation of definitive transaction documents on the basis of a price of $7.33 per share of Company Common Stock.

Also, during such meeting, it was noted that a representative of NEA had made a request to speak to certain of the Company’s significant investors, including Cigna, about the potential transaction and the possibility of such investors “rolling over” their shares of the Company’s capital stock into indirect equity interests in the post-transaction Company (the “Rollover Transaction”). After discussion, including with members of the Company’s management and a representative of RLF, the Special Committee determined to authorize NEA to initiate such discussions with Cigna, but to postpone engagement with other stockholders until a later time.

Later, on August 27, 2024, following the Special Committee meeting, Mr. Kadre communicated the Special Committee’s determinations to Mr. Makhzoumi, and such determinations were reiterated to representatives of NEA the following day, on August 28, 2024.

On August 29, 2024, representatives of Simpson Thacher and Latham discussed the general timeline for the potential transaction and plans for key workstreams, including legal due diligence and the drafting and negotiation of the Merger Agreement and other definitive transaction documents.

Between August 28, 2024 and December 17, 2024, members of the Company’s management provided certain confidential financial, tax and legal due diligence information, directly or through representatives of Simpson Thacher, in response to requests by representatives of NEA and its advisors, including Latham, and held calls with representatives of NEA and Latham (with representatives of Simpson Thacher also in attendance) to answer questions of such representatives regarding legal due diligence matters. During this period, representatives of Latham and representatives of Simpson Thacher also discussed certain diligence matters, including the effects of the proposed

transaction under various contracts to which the Company and/or its subsidiaries are party, and representatives of Latham submitted, and representatives of Simpson Thacher and members of the Company’s management responded to, certain additional due diligence requests regarding legal matters affecting the Company.

On September 9, 2024, at the direction of the Special Committee, Mr. Craig sent an email to representatives of Cigna for the purpose of connecting them with representatives of NEA and delivering, on behalf of NEA, a draft term sheet (the “Term Sheet”) outlining the proposed terms of the indirect equity interests in the post-transaction Company that would be issued to stockholders participating in the Rollover Transaction.

On September 11, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF and Simpson Thacher. Members of the Company’s management first provided a general update regarding the Company’s business and then reviewed certain considerations with respect to the Company’s equity incentive plans in light of the potential transaction with NEA. It was observed that none of the Company PSUs (which are restricted stock units subject to performance-based vesting requirements) would vest, based upon the price per share to be paid to holders of Company Common Stock in the potential transaction and, accordingly, the Special Committee determined that all Company PSUs would be canceled for no value. The Special Committee then discussed, with input from members of the Company’s management, the appropriate treatment of the Company RSUs (which are restricted stock units subject only to service-based vesting requirements), considering the tax consequences to the Company and its employees and the likely impacts on employee retention of the various alternatives. Members of the Company’s management were then excused from the meeting. The Special Committee discussed the advantages and disadvantages of each of the various alternatives for the Company RSUs, and ultimately determined to request that NEA make a proposal with respect to the treatment of the Company RSUs for the Special Committee’s consideration.

Following such discussion, representatives of RLF and Simpson Thacher reviewed with the Special Committee the key terms of the proposed initial draft of the Merger Agreement that had been prepared by Simpson Thacher and RLF. Among other things, it was noted that the proposed initial draft of the Merger Agreement provided (i) that NEA would provide an equity commitment for the full amount of cash required to consummate the Merger and related transactions, and the consummation of the Merger would not be subject to a financing condition, (ii) that, consistent with the Third Proposal, each share of Company Common Stock outstanding immediately prior to the effective time of the Merger would be converted into the right to receive $7.33 in cash, (iii) that the Company would have a customary post-signing go-shop right, and, upon the expiration of the go-shop period, the Company would be subject to a customary no-shop restriction, subject to customary “fiduciary out” provisions enabling discussions with third-party bidders and authorizing the Company (with the authorization of the Special Committee) to terminate the Merger Agreement in certain circumstances and subject to certain limitations and requirements, (iv) that NEA would be subject to a “hell or high water” standard requiring it to take all actions necessary to obtain required regulatory approvals, (v) for customary closing conditions, including, among other things, receipt of required regulatory approvals and, consistent with the Third Proposal, adoption of the Merger Agreement by the holders of a simple majority of all shares of the Company’s capital stock entitled to vote thereon (and not a majority of the shares of the Company’s capital stock held by stockholders unaffiliated with NEA) and (vi) for customary termination rights in favor of the Company and Parent, including by the Company (with the authorization of the Special Committee) to enter into a definitive transaction agreement providing for a “superior proposal” or by NEA in the event that the Special Committee or the Company Board adversely changes its recommendation with respect to the adoption by Company stockholders of the Merger Agreement, subject to payment by the Company of a termination fee in specified circumstances. The Special Committee discussed the operation of the go-shop right, including the appropriate duration of the go-shop period, as well as the subsequent no-shop period. Finally, Representatives of RLF and Simpson Thacher also reviewed with the Special Committee the circumstances in which a termination fee would be payable by the Company in connection with a termination of the Merger Agreement, and the appropriate amounts of the termination fee in the relevant circumstances, considering, among other things, the substantial disparity between the Company’s public float and its enterprise value.

On September 12, 2024, Simpson Thacher delivered to Latham an initial draft of the Merger Agreement.

On September 18, 2024, representatives of Simpson Thacher, Faegre Drinker Biddle & Reath LLP (“Faegre”), the Company’s outside insurance regulatory legal advisor, Latham, Sidley Austin LLP (“Sidley”), NEA’s outside insurance regulatory legal advisor, and Mr. Craig discussed plans for, and Faegre’s and Sidley’s preliminary analyses with respect to, insurance regulatory filings that would be required in connection with the potential transaction.

On September 23, 2024, members of the Company’s management, members of the Company Board and representatives of NEA held meetings regarding due diligence matters and operational considerations in connection with the proposed transaction, including the treatment of the Company RSUs in the proposed transaction, which remained under negotiation by the parties at such time. Having determined that G. Mike Mikan, the Company’s chief executive officer, would be best positioned to speak to the anticipated impacts of the various alternatives for the treatment of the Company RSUs in the proposed transaction on the Company’s business, including employee retention, Mr. Kadre directed Mr. Mikan to discuss with Mr. Makhzoumi and other representatives of NEA his perspectives on such matters (but to discuss only the generally applicable treatment of the Company RSUs in the proposed transaction and not matters relating to his individual employment, compensation, equity ownership or other interests in the proposed transaction), which Mr. Mikan did during the course of such meetings.

From September through December, representatives of Latham and representatives of each of Simpson Thacher and RLF continued to negotiate and discuss, through numerous calls and emails, and exchanged numerous revised drafts of, the Merger Agreement and the other definitive transaction documents, including the parties’ respective disclosure schedules to the Merger Agreement, the Equity Commitment Letter, the Limited Guaranty and the form of Rollover Agreement. The matters addressed in such negotiations and discussions and reflected in such revised drafts included, among other things, (i) the circumstances under which each of the parties has the right (with the authorization of the Special Committee, in the case of the Company) to terminate the Merger Agreement and the amounts of the termination fee payable by the Company in specified circumstances, (ii) the treatment of the Company RSUs in the Merger, (iii) the specific terms of the go-shop, no-shop and “fiduciary out” provisions, (iv) the conditions to the consummation of the Merger, (v) the standard applicable to the parties’ required efforts to obtain required regulatory approvals, (vi) the scope of the representations made by the Company and (vii) the scope of, and exceptions to, the restrictions on the conduct of the Company’s business between signing and closing. The Special Committee was consulted from time to time with respect to, and updated on a regular basis regarding the progress of, such negotiations and discussions.

On November 24, 2024, representatives of Simpson Thacher and representations of Latham discussed the plan for initiating outreach to significant investors of the Company other than Cigna about the potential transaction and the possibility of such stockholders participating in the Rollover Transaction. It was agreed that NEA would submit to the Special Committee for its review and approval a list of the stockholders of the Company that NEA proposed to contact, and that such stockholders would be required to sign a joinder agreeing to be bound to the Confidentiality Agreement as “Representatives” of NEA thereunder before receiving information about the potential transaction or the Company.

On November 25, 2024, representatives of Latham relayed to representatives of Simpson Thacher that representatives of Cigna had informed representatives of NEA that Cigna would not be willing to engage in negotiations or discussions with respect to the Rollover Transaction unless and until the parties had entered into the Merger Agreement.

On December 2, 2024, the Company Board held a meeting, which was also attended by members of the Company’s management and representatives of Simpson Thacher. Representatives of Simpson Thacher updated the Company Board on the status of negotiations and discussions between NEA and the Special Committee, and presented to the Company Board the list of stockholders of the Company that NEA proposed to contact with respect to potential participation in the Rollover Transaction. Following such update, representatives of Simpson Thacher reviewed with the Company Board the key terms of the draft Merger Agreement and other definitive transaction documents and the aspects of the draft Merger Agreement and other definitive transaction documents that remained under negotiation. Representatives of Simpson Thacher then reviewed with the members of the Company Board their fiduciary duties (including in the context of a potential “going private” transaction with a controlling stockholder). The Company Board asked questions regarding certain aspects of the draft Merger Agreement and other definitive transaction documents, which were answered by representatives of Simpson Thacher. The Company Board further discussed the proposed transaction and NEA’s proposed outreach to certain stockholders of the Company regarding potential participation in the Rollover Transaction and, following such discussion, authorized NEA to initiate discussions with such stockholders.

On December 2, 2024, representatives of NEA began reaching out to stockholders of the Company, other than Cigna, that would be invited to participate in the Rollover Transaction, and each such stockholder that did not have an existing confidentiality obligation to the Company entered into a joinder agreement to the Confidentiality Agreement. Over the course of several days after the initial outreach by representatives of NEA, such stockholders

were granted access to a virtual data room established by the Company containing certain due diligence information with respect to the Rollover Transaction and the Company, and Latham delivered to such stockholders drafts of the form of Rollover Agreement and other transaction documents, including the Merger Agreement and the Term Sheet.

Between December 2, 2024 and December 23, 2024, representatives of Latham and representatives of each of the stockholders of the Company, other than Cigna, that were invited to participate in the Rollover Transaction negotiated and discussed, through numerous calls and emails, and exchanged numerous revised drafts of, the Rollover Agreements and the Term Sheet.

On December 4, 2024, Latham delivered to Wachtell, Lipton, Rosen & Katz (“WLRK”), Cigna’s outside legal advisor, the draft form of Rollover Agreement and the other transaction documents, including the Merger Agreement and the Term Sheet.

In the days following the delivery of the Term Sheet on December 4, 2024, representatives of Latham discussed with representatives of WLRK and Simpson Thacher Cigna’s position that all transaction documentation be final and approved by the Special Committee and the Company’s Board prior to Cigna’s consideration of the Rollover Transaction. Ultimately, Cigna agreed to engage in negotiations and discussions with respect to the Rollover Transaction if the Merger Agreement had been approved by the Special Committee and the Company Board. During that same period, representatives of RLF and Simpson Thacher also discussed Cigna’s position and potential responses thereto with the Special Committee and members of the Company’s management.

On December 10, 2024, after discussion with representatives of RLF and Simpson Thacher over the preceding days, and taking into account the fact that Cigna’s consent to the proposed transaction was required under the Company’s organizational documents because the proposed transaction would not comply with the requirements of the certificate of designations of the Company Series A Preferred Stock applicable to merger transactions involving the Company, the Special Committee and the Company Board each determined that, at such time as the draft Merger Agreement and the other definitive transaction documents had been negotiated to the satisfaction of the Special Committee and the Company Board and were in their proposed final forms (including delivery in escrow of executed signature pages to the Rollover Agreements by the Company stockholders party thereto), each of the Special Committee and the Company Board would hold a meeting to consider the approval of the Merger Agreement and the proposed transaction (subject, in the case of the Company Board, to the Special Committee having recommended that the Company Board approve the Merger Agreement and the proposed transaction) and, assuming such approvals were provided, the Company would deliver its executed signature page to the Merger Agreement to Parent and Merger Sub in escrow, for a period automatically expiring five days after such delivery, subject to release only upon the mutual agreement of all of the parties to the Merger Agreement and conditioned upon (i) the ability of the Company to update its disclosure schedules to the Merger Agreement to reflect any changes or developments occurring during such five-day period, (ii) the Company having received fully executed copies of all Rollover Agreements in escrow and (iii) NEA having provided written notice at least one business day in advance of Parent’s and Merger Sub’s intention to request release of the parties’ signature pages. NEA would be required to negotiate and finalize the Rollover Agreement with Cigna during such five-day period. The proposed procedures determined by the Special Committee and the Company Board were relayed by representatives of RLF and Simpson Thacher to representatives of Latham and by Mr. Manders to representatives of Cigna.

On December 13, 2024 and December 15, 2024, representatives of WLRK and representatives of Latham discussed potential regulatory filing and/or approval requirements that might be applicable to Cigna in connection with the proposed transaction. Following such discussions, representatives of Latham summarized such discussions for representatives of each of Simpson Thacher and RLF.

On December 16, 2024, representatives of each of Simpson Thacher, Faegre and RLF, representatives of each of Latham and Sidley and representatives of each of WLRK and Cigna’s outside insurance regulatory legal advisor discussed aspects of the proposed transaction relating to Cigna, including potential regulatory filing and/or approval requirements that might be applicable to Cigna. Based upon such discussion, the parties to the proposed Merger Agreement determined to expand the regulatory approvals required to be obtained as a condition to the closing of the Merger to include certain additional regulatory filings and/or approvals (or “non-disapprovals”) relating to Cigna.

On December 17, 2024, representatives of each of RLF and Simpson Thacher confirmed to the Special Committee and the Company Board, respectively, that the draft Merger Agreement and drafts of the other definitive transaction documents were in their proposed final forms. Representatives of RLF and Simpson Thacher circulated

to the Special Committee and the Company Board, respectively, proposed final forms of the Merger Agreement and the other definitive transaction documents, along with proposed resolutions setting forth the Special Committee Recommendation and the Company Board Recommendation, respectively.

Between August 22, 2024, the date on which the Third Proposal was submitted, and December 17, 2024, the closing share price of the Company Common Stock had declined from $5.03 to $4.05.

On December 18, 2024, the Special Committee held a meeting, which was also attended by members of the Company’s management and representatives of RLF, Simpson Thacher and Lincoln. A representative of RLF advised the Special Committee with respect to the fiduciary duties of the members of the Special Committee. The Special Committee reviewed certain factors it had considered during the course of its deliberations regarding the proposed transaction and the proposed Merger Agreement and in relation to its recommendation. Representatives of Lincoln made their valuation presentation and then orally rendered Lincoln’s opinion, which was subsequently confirmed by delivery of Lincoln’s written opinion, dated December 18, 2024, that the Merger Consideration to be received in the Merger by the Public Stockholders in respect of the shares of Company Common Stock held thereby, other than any Excluded Shares and any Dissenting Shares, was fair, from a financial point of view, to the Public Stockholders. After further discussion based on the matters reviewed and discussed at such meeting and at prior meetings of the Special Committee, the Special Committee unanimously (a) determined that the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, were fair to, and in the best interests of, the Company and the Public Stockholders and (b) recommended that the Company Board (i) approve and declare advisable the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend that the stockholders of the Company approve and adopt the proposed Merger Agreement in accordance with the certificate of incorporation and bylaws of the Company and the DGCL.

Shortly following the Special Committee meeting on December 18, 2024, the Company Board held a meeting, which was also attended by members of the Company’s management and representatives of Simpson Thacher, RLF and Lincoln. A representative of Simpson Thacher advised the Company Board with respect to the fiduciary duties of the members of the Company Board. The Special Committee presented its recommendation to the Company Board. The Company Board reviewed factors relating to its decision whether to approve proposed transaction and the proposed Merger Agreement, including the recommendation of the Special Committee. After further discussion based on the matters reviewed and discussed at such meeting and at prior meetings of the Company Board, the Company Board, acting on the recommendation of the Special Committee, unanimously (a) determined that the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, were fair to, and in the best interests of, the Company and its stockholders, including the Public Stockholders, (b) approved and declared advisable the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, (c) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, and (d) resolved to recommend that the stockholders of the Company approve and adopt the proposed Merger Agreement in accordance with the certificate of incorporation and bylaws of the Company and the DGCL.

Shortly following the Company Board meeting on December 18, 2024, the Company delivered its executed signature page to the Merger Agreement to Parent and Merger Sub in escrow, for a period automatically expiring five days thereafter, subject to release only upon the mutual agreement of all of the parties to the proposed Merger Agreement and conditioned upon (i) the ability of the Company to update its disclosure schedules to the Merger Agreement to reflect any changes or developments occurring during such five-day period, (ii) the Company having received fully executed copies of all Rollover Agreements in escrow and (iii) NEA having provided written notice at least one business day in advance of Parent’s and Merger Sub’s intention to request release of the parties’ signature pages.

Later on December 18, 2024, representatives of Latham relayed to representatives of WLRK that the Special Committee and Company Board had approved the proposed Merger Agreement and the transactions contemplated thereby and delivered to WLRK (i) the final forms of the Merger Agreement and the other transaction documents, including the form of Rollover Agreement and the Term Sheet, and (ii) the Company’s executed signature pages to the transaction documents to which it would be party, including the Merger Agreement, subject to the above-described escrow and release conditions.

Between December 18, 2024 and December 23, 2024, representatives of Latham and representatives of WLRK negotiated and discussed, through calls and emails, and exchanged revised drafts of, the Rollover Agreement and the Term Sheet.

On December 23, 2024, after market close, the relevant parties executed the Merger Agreement (accompanied by the Company’s and Parent’s respective disclosure schedules thereto), the Rollover Agreements, the Equity Commitment Letter and the Limited Guaranty, each in the form considered and approved by the Special Committee and the Company Board. Shortly thereafter, the Company issued a press release announcing the transaction and filed a current report on Form 8-K regarding its entry into the Merger Agreement and related matters.

Beginning December 25, 2024, at the direction of the Special Committee, representatives of Lincoln contacted 31 parties to invite such parties to participate in the Company’s go-shop process. Such parties were identified as those most likely to have interest in acquiring the Company and the financial capability to complete an acquisition. Of the 31 parties contacted, 24 were private equity sponsors and seven were strategic counterparties. Of the 31 parties contacted, 28 parties responded to the initial outreach, which resulted in eight completed calls. Two parties executed confidentiality agreements with the Company. Following execution of a confidentiality agreement by one of those parties, representatives of Lincoln provided representatives of such party with a set of documents under such confidentiality agreement for due diligence review. The other party that executed a confidentiality agreement withdrew from the process before receiving any documents or information under such confidentiality agreement.

On December 26, 2024, stockholders of the Company affiliated with NEA filed an amendment to their Schedule 13D to disclose the entry into the Merger Agreement, the Rollover Agreements, the Equity Commitment Letter and the Limited Guaranty.

No third party submitted an alternative acquisition proposal to acquire the Company during the go-shop period. The go-shop period expired at 12:01 a.m. Eastern Time on January 23, 2025.

The Company Board formed the Special Committee, comprised of three of the Company’s independent and disinterested directors, and empowered the Special Committee to, among other things, (i) review, evaluate and negotiate the terms and conditions, and determine the advisability, of a potential acquisition by NEA or any of its affiliates of all of the outstanding shares of Company Common Stock (excluding shares held by stockholders that would participate in such an acquisition) or any alternative to any such potential transaction, (ii) establish and direct the process and procedures relating to the review, evaluation and negotiation of any such potential transaction, (iii) make or accept, reject, negotiate or seek to modify the price, structure, form, terms and conditions of any such potential transaction or any alternative thereto, (iv) determine whether any such potential transaction is fair to, and in the best interests of, the Company and its stockholders (other than any stockholders participating therein), (v) interact with NEA or any stockholder participating in any such potential transaction, or with any third party, with respect to any such potential transaction or any alternative thereto, (vi) supervise and direct the Company’s management with respect to its involvement in the review, evaluation or negotiation of any such potential transaction or any alternative thereto, (vii) approve and make recommendations to the Company Board with respect to actions requiring approval by the full Company Board, (viii) provide reports or recommendations to the Company Board with respect to actions requiring approval by the full Company Board, (ix) take such other actions relating to or arising in connection with any such potential transaction or any alternative thereto as the Special Committee may deem necessary, appropriate or advisable and (x) engage its own independent financial and legal advisors.

The Special Committee unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the Public Stockholders and (b) recommended that the Company Board (i) approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (ii) recommend that the stockholders of the Company approve and adopt the Merger Agreement in accordance with the certificate of incorporation and bylaws of the Company and the DGCL. In addition, the Special Committee believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

In the course of reaching its determination and making its recommendations, the Special Committee considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Company Board:

Acquisition Proposals. The Merger Agreement includes a 30-day go-shop period during which the Special Committee, with the assistance of Lincoln, may actively solicit Acquisition Proposals. The Merger Agreement also permits the Company, following the go-shop period, to enter into discussions or negotiations with a person that has made an unsolicited Acquisition Proposal and/or furnish to any such person non-public information relating to the Company pursuant to a customary confidentiality agreement if the Special Committee determines in good faith, after consultation with its independent financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal, subject to certain restrictions and procedures set forth in the Merger Agreement.

Change of Recommendation. The Merger Agreement permits the Special Committee, or the Company Board upon the recommendation of the Special Committee, to change, withdraw or modify its recommendation that the stockholders adopt the Merger Agreement (subject to certain restrictions and procedures set forth in the Merger Agreement) in response to an Intervening Event or if the Special Committee has concluded in good faith, after consultation with its independent financial advisor and outside legal counsel, that an Acquisition Proposal constitutes a Superior Proposal.

Termination of Merger Agreement to Accept a Superior Proposal. The Merger Agreement permits the Company to terminate the Merger Agreement to accept a Superior Proposal, subject to certain restrictions and requirements set forth in the Merger Agreement, including the Company’s payment of a termination fee.

Willful Breach. Under certain circumstances where there was a willful breach, the Merger Agreement permits each of the Company and Parent to seek remedies to pursue additional remedies against the other party. In certain circumstances, including in the case of a willful breach on the part of any of the Parent Parties, the Company has the right to seek the benefit of the bargain lost by it and its stockholders, including the loss of the expected premium, up to a liability cap of $30,000,000.

Lack of Financing Condition. The Merger Agreement provides for a full equity backstop by the Guarantors pursuant to the Equity Commitment Letter and the Limited Guaranty, and the Parent Parties’ obligation to close the Merger is not subject to a financing condition.

Regulatory Matters. The Merger Agreement includes a “hell or high water” standard with respect to the Parent Parties’ efforts to obtain regulatory approvals required in connection with the transactions contemplated by the Merger Agreement, except that none of the Parent Parties or their affiliates are obligated to agree or become subject to any Burdensome Condition.

Interim Covenants. The Merger Agreement provides for certain interim covenants restricting the Company’s ability to take certain actions prior to the closing of the Merger without Parent’s consent, while still leaving sufficient flexibility to allow the Company to continue its operations in the ordinary course.

Outside Date. The Merger Agreement provides for a nine-month period before the occurrence of the Initial Outside Date, subject to two consecutive three-month extensions at the option of either Parent or the Company if all of the conditions to the closing of the Merger set forth in the Merger Agreement except for those relating to regulatory approvals have been satisfied or waived, upon which either Parent or the Company (acting with the prior authorization of the Special Committee) may generally terminate the Merger Agreement if the Merger has not been consummated.

Company Material Adverse Effect. The Merger Agreement includes a “Company Material Adverse Effect” definition that includes a number of customary exceptions.

Specific Performance. The Merger Agreement entitles the Company to seek specific performance of the Parent Parties’ obligations under the Merger Agreement, and the Company’s right to seek specific performance is not conditioned on the availability of any financing.

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Public Stockholders and to permit the Special Committee to represent effectively the interests of the Public Stockholders, including the following non-exhaustive list of material factors, which are not presented in any relative order of importance and which the Special Committee believe support its determination and recommendations and provide assurance of the procedural fairness of the of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the Public Stockholders:

In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, for purposes of negotiating the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, or preparing a report concerning the fairness of the Merger Agreement and the transactions contemplated thereby, including the Merger.

In the course of reaching its determination and making its recommendations, the Special Committee also considered certain countervailing factors and risks to the Company and the Public Stockholders relating to the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following, which are not presented in any relative order of importance:

The foregoing is not an exhaustive list of the information and factors considered by the Special Committee in its consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger, but instead includes specified factors that the Special Committee considered in evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

The Company Board, acting upon the unanimous recommendation of the Special Committee, (1) determined that the Merger Agreement and transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, including the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, and (4) resolved to recommend that the stockholders

of the Company approve and adopt the Merger Agreement in accordance with the certificate of incorporation and bylaws of the Company and the DGCL. The Company Board, by a unanimous vote of the Company’s directors, recommends that the Company’s stockholders vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

In the course of reaching its determinations and making its recommendation, the Company Board considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance:

The Company Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

This discussion of the information and factors considered by the Special Committee and the Company Board includes the material positive and negative factors considered by the Special Committee and the Company Board, but it is not intended to be exhaustive and may not include all the factors considered by the Special Committee or the Company Board. Neither the Special Committee nor the Company Board quantified or assigned any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the transactions contemplated thereby. Rather, the Special Committee and the Company Board each viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the Special Committee and the Company Board may have given differing weights to different factors.

In the course of reaching their respective determination and making their respective recommendations, the Special Committee and the Company Board did not consider the liquidation value of the Company because (1) they considered the Company to be a viable, going concern (2) they believed that liquidation sales generally result in proceeds substantially less than sales of going concern; and (3) they considered determining a liquidation value to be impracticable given the

significant execution risk involved in any breakup of the Company. Further, the Company Board and the Special Committee did not consider the Company’s net book value, which is an accounting concept, as a factor because they believed (x) that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and (y) net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in the industry. In addition, the Company Board and the Special Committee did not consider the purchase prices paid in the section of this proxy statement entitled “Other Important Information Regarding the Company — Certain Transactions in the Shares of Company Common Stock” to be relevant except to the extent that those prices indicated the trading price of the Company Common Stock during the applicable periods. The Special Committee and the Company Board believe that the trading price of the shares of Company Common Stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Company Board and the Special Committee implicitly considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.

This explanation of the reasoning of the Special Committee and the Company Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information.”

Other than as described in this proxy statement, neither the Special Committee nor the Company Board is aware of any firm offer by any other person during the prior two years for (1) a merger or consolidation of the Company with another company, (2) the sale or transfer of all or substantially all of the Company’s assets, or (3) a purchase of the Company’s securities that would enable such person to exercise control of the Company.

The Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the Company and the Parent Filing Parties have filed with the SEC a transaction statement on Schedule 13E-3 with respect to the Merger. You may obtain additional information about the Schedule 13E-3 in the section of this proxy statement entitled “Where You Can Find More Information.” The Parent Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The views of the Parent Filing Parties as to the fairness of the Merger should not be construed as a recommendation to any stockholder of the Company as to how that stockholder should vote on the Merger Agreement Proposal or any other matter. The Parent Filing Parties have interests in the Merger that are different from, and in addition to, those of the Public Stockholders.

The Parent Filing Parties also believe that the interests of the Public Stockholders were represented by the Special Committee, which was comprised solely of independent and disinterested directors and which (a) reviewed, evaluated and negotiated the Merger Agreement on behalf of the Public Stockholders with the assistance of its independent legal and financial advisors, (b) made a determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company, the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, and (c) recommended that the Company Board (i) approve and declare advisable the Merger Agreements and the transactions contemplated thereby, including the Merger, and (ii) recommend that the stockholders of the Company approve and adopt the Merger Agreement in accordance with the certificate of incorporation and bylaws of the Company and the DGCL. The Parent Filing Parties did not participate in the deliberations of the Special Committee or the Company Board regarding, or receive advice from the respective legal, financial or other advisors of the Special Committee or the Company Board as to, the fairness of the Merger. The Parent Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. No Parent Filing Parties received any report, opinion or appraisal from any outside party materially related to the Merger Consideration or the fairness of the Merger Consideration or the Merger to the Public Stockholders, the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, or any other stockholders of the Company. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Special Committee and the Company Board discussed in the section of this proxy statement entitled “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Company Board; Fairness of the Merger” (which analysis and resulting conclusions the Parent Filing Parties adopt), the Parent Filing Parties believe that the Merger is substantively fair to the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under

the Exchange Act. In particular, the Parent Filing Parties considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance:

The Parent Filing Parties further believe that the Merger is procedurally fair to the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, based upon, among other things, the following non-exhaustive list of material factors, which are not presented in any relative order of importance:

The Parent Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the Merger, including the following non-exhaustive list of material factors, which are not presented in any relative order of importance:

The foregoing discussion of the information and factors considered and given weight by the Parent Filing Parties in connection with the fairness of the Merger are not intended to be exhaustive but is believed to include all material factors considered by them. The Parent Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Parent Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The Parent Filing Parties believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. This position should not, however, be construed as a recommendation to any stockholder of the Company to approve the Merger Agreement. The Parent Filing Parties make no recommendation as to how stockholders of the Company should vote their shares relating to the Merger or any other matter. The Parent Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Public Stockholders or the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to the Public Stockholders or the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

Based on the Parent Filing Parties’ knowledge and analysis of available information regarding the Company, the Special Committee and the Company Board, as well as discussions with members of the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Special Committee and the Company Board and discussed in the section of this proxy statement entitled “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Company Board; Fairness of the Merger,” the Parent Filing Parties believe that the Merger is fair to the Public Stockholders and the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

The Company retained Lincoln to provide an opinion to the Special Committee as to whether the Merger Consideration to be received in the Merger by the Public Stockholders, other than any Excluded Shares and any Dissenting Shares, is fair, from a financial point of view, to the Public Stockholders. The Special Committee selected

Lincoln to serve as its financial advisor for the reasons detailed in the section of this proxy statement entitled “Special Factors — Background of the Merger.” Lincoln, as part of its investment banking business, is continuously engaged to provide financial advisory services, including fairness opinions and valuations of businesses and their securities in connection with mergers and acquisitions, private placements and other purposes.

At a special meeting of the Special Committee held on December 18, 2024, Lincoln rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated December 18, 2024 (the “Opinion”), to the effect that, as of the date of the Opinion, and subject to and based on the assumptions, limitations, qualifications, conditions and other matters set forth therein, the Merger Consideration to be received by the Public Stockholders in the Merger is fair, from a financial point of view, to the Public Stockholders.

Lincoln’s Opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, of the Merger Consideration to be received by the Public Stockholders in the Merger, and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger. The summary of Lincoln’s Opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached to this proxy statement as Annex C and which describes the assumptions, limitations, qualifications, conditions and other matters considered by Lincoln in connection with the preparation of its Opinion. Neither Lincoln’s Opinion nor the summary of its Opinion and the related analyses set forth in this proxy statement are intended to be, and they do not constitute, advice or a recommendation to the Special Committee, the Company Board, the Company or any security holder as to how to act or vote on any matter relating to the Merger or otherwise. Security holders are urged to read the entire Opinion carefully in connection with their consideration of the Merger.

In connection with rendering its Opinion and performing its related financial analyses, Lincoln reviewed, among other things:

Lincoln also discussed the terms and circumstances surrounding the Merger with the Special Committee and with management of the Company, met with the Special Committee and with management of the Company virtually and discussed the business, financial outlook and prospects of the Company, reviewed certain financial, stock trading and other information for the Company and compared that data and information with certain stock trading, financial and corresponding data and information for companies with publicly traded securities that Lincoln deemed relevant, performed certain valuation and comparative financial analyses, including a discounted cash flow analysis and an analysis of selected public companies, that Lincoln deemed relevant and considered such other information, financial studies, generally accepted valuation and analytical techniques and investigations and financial, economic and market criteria that Lincoln deemed relevant.

In preparing its Opinion, Lincoln relied upon and assumed the accuracy and completeness of all of the financial, accounting, legal, tax and other information Lincoln reviewed, and Lincoln did not assume any responsibility for the independent verification of, nor did it independently verify, any of such information. Lincoln relied upon the assurances of the management of the Company that they were unaware of any facts or circumstances that would make

such information materially incomplete or misleading. Lincoln relied upon the fact that the Special Committee and the Company have been advised by counsel with respect to the Merger and that the Merger will be consummated in a timely manner that complies in all respects with all applicable federal and state statutes, rules and regulations. Lincoln assumed that the financial forecasts, including the Management Projections, the unaudited interim financial statements, and other financial information provided to Lincoln by the Company were reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the Company’s management, and Lincoln assumes no responsibility for and expresses no opinion as to the assumptions, estimates, and judgments on which such forecasts, including the Management Projections, interim financial statements, and other financial information were based. Lincoln assumed that in the course of obtaining any necessary regulatory and third-party consents, approvals and agreements for the Merger, no modification, delay, limitation, restriction, or condition would be imposed that would be material to Lincoln’s analysis. Lincoln assumed that the Merger will be consummated in accordance with the terms outlined by the Company and other documents made available to Lincoln, without waiver, modification or amendment of any term, condition or agreement therein that would be material to Lincoln’s analysis. Lincoln assumed that there had been no change in the assets, liabilities, business, condition (financial or otherwise), results of operations, or prospects of the Company in any manner material to Lincoln’s analysis since the date of the most recent financial information made available to Lincoln. And Lincoln assumed that the final terms of the Transaction Documents would not vary in any manner material to Lincoln’s analysis from those set forth in the copies or drafts, as applicable, reviewed by Lincoln.

Lincoln’s Opinion was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Lincoln as of, December 17, 2024. Although subsequent developments may affect its Opinion, Lincoln does not have any obligation to update, revise or reaffirm its Opinion.

Lincoln did not evaluate the Company’s solvency and was not requested to make, and did not make, an independent investigation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any of its subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals.

The Opinion (i) does not address the relative merits of the Merger as compared to other transaction structures, transactions or business strategies that may be available to the Company, (ii) does not address or constitute a recommendation regarding the decision of the Special Committee to authorize the execution of the Merger Agreement, or to engage in the Merger, (iii) does not constitute advice or a recommendation to the Special Committee, the Company or any security holder as to how they should act or vote with respect to any matter relating to the Merger, and (iv) only addresses the fairness from a financial point of view of the Merger Consideration to be received by the Public Stockholders in respect of their shares of Company Common Stock, other than any Excluded Shares and any Dissenting Shares, in the Merger and does not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger or otherwise. Lincoln expresses no opinion about the fairness of any portion or aspect of the Merger to (i) the holders of any class of securities, creditors or other constituencies of the Company, or any other party, other than the fairness from a financial point of view of the Merger Consideration to be received by the Public Stockholders in respect of their shares of Company Common Stock, other than any Excluded Shares and any Dissenting Shares, in the Merger, or (ii) any one class or group of stockholders of the Company or any other party’s security holders, creditors or other constituencies vis-à-vis any other class or group of stockholders of the Company or such other party’s security holders, creditors or other constituents (including, without limitation, the allocation of any consideration payable to stockholders of the Company in the Merger among or within such classes or groups of security holders or other constituents). The Opinion does not indicate that the Merger Consideration to be received is the best possibly attainable price under any circumstances.

Lincoln expresses no opinion as to what the market price or value of the Company Common Stock or of any other securities of the Company will be after the announcement of the Merger. The Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Lincoln also express no opinion about the amount or nature of any compensation or equity arrangement to be given to the Company’s officers, directors or employees, or class of such persons, in connection with the Merger relative to the consideration payable to stockholders of the Company in the Merger.

A copy of Lincoln’s Opinion has been filed as an exhibit to the transaction statement on Schedule 13E-3 filed with the SEC in connection with the Merger, will be made available for inspection and copying at the principal

executive offices of the Company during its regular business hours by any interested holder of Company Common Stock, and may be obtained by requesting it in writing from the Company at the address described in the section of this proxy statement entitled “Where You Can Find Additional Information.”

The following is a summary of the material financial analyses prepared by Lincoln and reviewed with the Special Committee on December 18, 2024. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the Opinion of, Lincoln, nor does the order of the financial analyses described represent the relative importance or weight given to these analyses by Lincoln. Some of the summaries of the financial analysis include information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute complete analyses. Considering the tables below without considering the full narrative description of Lincoln’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Several financial analyses were employed and no one method of analysis should be regarded as critical to the overall conclusion reached. The preparation of a fairness opinion is a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative, and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented. Furthermore, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective on the Merger Consideration. Lincoln did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its Opinion as to the whether the Merger Consideration to be received by the Public Stockholders in the Merger is fair, from a financial point of view, to the Public Stockholders. In arriving at its Opinion, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.

The conclusion reached by Lincoln was based on all analyses and factors taken as a whole, and on the application of Lincoln’s own experience and judgment. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before December 17, 2024.

Lincoln performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Lincoln performed a discounted cash flow analysis of the projected unlevered free cash flows of the Company for the fiscal years ending December 31, 2024 through December 31, 2027. Lincoln defined “free cash flow” as cash generated by the Company that is available either to reinvest, service debt, or distribute to security holders. The discounted cash flow analysis was used to determine the net present value of projected unlevered free cash flows utilizing a cost of capital deemed appropriate for the risk-free discount rate and commensurate with the risk inherent in such cash flows. For purposes of its discounted cash flow analysis, Lincoln utilized and relied upon the Management Projections, which provided a financial forecast for the Company for the fiscal years 2024 through 2027, and other financial information provided by Management. For further information regarding the Management Projections, see the section of this proxy statement entitled “Special Factors — Unaudited Prospective Financial Information of the Company.”

Lincoln calculated the Company’s projected unlevered free cash flows by starting with adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), subtracting estimated taxes using a 23.5% tax rate, and subtracting capital expenditures, changes in other operating cash flows and changes in net working capital, all based on the Management Projections. Lincoln determined the net present value of the projected unlevered free cash flows using a cost of capital deemed appropriate for the discount rate, which reflects the relative risk associated with the Management Projections cash flows as well as the rates of return that investors could expect to realize on alternative investment opportunities with similar risk profiles to the Company. Lincoln selected discount rates for the Company ranging from 23.00% to 25.00%, based on the application of Lincoln’s professional judgment and experience and

calculated using a capital asset pricing model and information derived from the selected public companies. Lincoln calculated the Company’s terminal value using the Gordon Growth Method with a terminal growth rate of 7.50%. Lincoln also estimated the present value of depreciation and amortization tax benefits provided by management of the Company and included this within the estimated enterprise value for the Company derived from the discounted cash flow analysis.

Based on these assumptions, Lincoln’s discounted cash flow analysis indicated an estimated enterprise value for the Company of $1,060 million to $1,195 million.

Lincoln reviewed publicly available information related to selected companies listed in the tables below. Although none of these selected public companies is directly comparable to the Company, Lincoln selected these companies for its analysis based on, among other things, their relative similarity, primarily in terms of industry sector (managed care organizations (“MCOs”) and value-based care providers (“VBCs”)), relative size, historical and projected growth and profitability, capital intensity, geographic presence, customer mix, payor mix, and other financial performance statistics. None of the selected public companies are identical to the Company. Consequently, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies, but also requires complex consideration and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of the Company.

The tables below summarize observed historical and projected financial performance for the Company and the selected public companies, as well as multiples of enterprise value to 2024, 2025 and 2026 EBITDA and 2024 revenue. For purposes of its analysis, Lincoln used certain publicly available historical financial data and equity analyst estimates for the selected public companies, and information provided by the Company. The tables below summarize certain observed trading multiples and financial performance metrics of the selected public companies as of December 17, 2024.

In order to estimate a range of enterprise values for the Company, Lincoln applied valuation multiples to projected 2025 Adjusted EBITDA and projected 2026 Adjusted EBITDA for the Company as follows:

The valuation multiple ranges were selected, in part, by taking into consideration historical and projected financial performance metrics of the Company such as enterprise value, revenue growth, EBITDA growth, and EBITDA margin relative to such metrics of the selected public companies.

Based on these selected valuation multiples, the estimated enterprise value indication of the Company ranged from $985 million to $1,150 million.

For each of the discounted cash flow analysis and the selected public companies analysis, Lincoln estimated the present value of net operating loss carryforward (“NOL”) tax benefits to be $170 million to $185 million, and concluded enterprise value ranges, inclusive of the value of the NOLs, of $1,230 million to $1,380 million and $1,155 million to $1,335 million, respectively.

Lincoln then estimated ranges of aggregate equity value (“Aggregate Equity Value”) available to holders of shares of Company Common Stock or Company Preferred Stock by adjusting the estimated enterprise value ranges for cash and cash equivalents, non-operating assets, debt and debt-like items, non-operating liabilities and the estimated value of noncontrolling interests. This resulted in ranges of indicated Aggregate Equity Value of $849 million to $986 million and $774 million to $941 million, for the discounted cash flow analysis and selected public company analysis, respectively.

To calculate the intrinsic value of the Company Common Stock, Lincoln then reduced the ranges of indicated Aggregate Equity Value by the liquidation preference of the Preferred Stock. This calculation resulted in an intrinsic value of the Company Common Stock of zero.

Because the Preferred Stock liquidation preference exceeded the ranges of Aggregate Equity Value, Lincoln estimated the value of the Company Common Stock using an option pricing model (“OPM”). This valuation methodology is based on the principles of option pricing theory, whereby the Company Series A Preferred Stock, Company Series B Preferred Stock and Company Common Stock are each modeled as call options with a unique claim on the estimated ranges of Aggregate Equity Value. The rights and economic characteristics of each security define these claims. The resulting option claims, in combination, set forth the estimated sharing of proceeds among the different securities upon a hypothetical liquidity event. The result is an allocation of the Aggregate Equity Value to each class of security. The effect in this case is an allocation of positive value to the Company Common Stock which represents “option value” despite the Company Common Stock having zero intrinsic value.

The key inputs of OPM include: (i) initial value of an underlying asset; (ii) exercise price; (iii) volatility; (iv) time to expiration; and (v) risk free rate. Lincoln utilized a term of approximately 0.24 years based on March 15, 2025, the due date of the Company’s remaining payment obligations to Centers for Medicare & Medicaid Services (“CMS”) as of the date of the Opinion, which could trigger a recapitalization or liquidity event. Lincoln selected a levered equity volatility of 55% which was based on its review of unlevered volatiles of the selected public companies which were re-levered based on the Company’s current capital structure.

The OPM calculations resulted in aggregate value ranges of the Company Common Stock, of approximately $29 million to $75 million and $14 million to $56 million for the discounted cash flow analysis and selected public companies analysis, respectively.

Lincoln then divided the range of indicated aggregate values of Company Common Stock by the fully diluted shares of Company Common Stock outstanding (adjusted for 3,208,051 outstanding warrants, 37 options and 2,940,367 restricted stock units that were in the money, as provided by the Company’s management) of 14,434,241, resulting in a ranges of Company Common Stock Per Share Value of $1.98 to $5.17 and $0.98 to $3.90 for the discounted cash flow analysis and selected public companies analysis, respectively. Lincoln then compared such ranges to the Merger Consideration of $7.33 per share of Company Common Stock.

Other than the engagement to provide financial advice and the Opinion to the Special Committee, during the two years preceding the date of Lincon’s Opinion, Lincoln and its affiliates have not had any material relationship with any party to the Merger for which compensation has been received or is intended to be received by Lincoln, nor is any such material relationship or related compensation mutually understood to be contemplated. Lincoln is entitled to customary fees from the Company for its financial advisory services and the preparation of its Opinion in the aggregate amount of $1.4 million. A portion of those fees was payable upon Lincoln’s retention, a portion was payable upon the request by the Special Committee to prepare its Opinion, a portion was payable upon Lincoln informing the Special Committee it was prepared to render its Opinion (the “Opinion Fee”), and the balance will become payable upon closing of the Merger. No portion of Lincoln’s fees were contingent upon the conclusions set

forth in its Opinion. To date, the Company has paid Lincoln $700,000 in fees. No portion of the Opinion Fee was contingent on the consummation of the Merger. In addition, the Company has agreed to indemnify Lincoln and certain related parties against certain liabilities, and to reimburse Lincoln for certain expenses, arising in connection with or as a result of Lincoln’s engagement.

The preliminary financial analyses in these preliminary presentations were based on market, economic and other conditions as they existed as of the dates of the respective presentations as well as other information that was available at those times. Accordingly, the results of the financial analyses differed due to changes in those conditions. Finally, Lincoln continued to refine various aspects of its financial analyses with respect to the Company until December 22, 2024.

The Company’s purpose for engaging in the Merger is to enable its stockholders to receive the Merger Consideration of $7.33 per share of Company Common Stock in cash, without interest, which represents a premium of approximately 70% to the closing price of the Company Common Stock on December 23, 2024 (the last trading day prior to the Company’s announcement of the Merger Agreement). The Special Committee and the Company Board believe that the Merger provides the best opportunity to maximize stockholder value. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Company Board described in detail in the section of this proxy statement entitled “Special Factors — Reasons for the Merger; Recommendations of the Special Committee and the Company Board; Fairness of the Merger.”

The Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the Company and the Parent Filing Parties have filed with the SEC a transaction statement on Schedule 13E-3 with respect to the Merger. You may obtain additional information about the Schedule 13E-3 in the section of this proxy statement entitled “Where You Can Find More Information.” The Parent Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the Parent Filing Parties, the primary purpose of the Merger is to allow Parent to own equity interests in the Company and to bear the rewards and risks of such ownership, including future earnings and growth of the Company, after the Merger is completed and the shares of Company Common Stock cease to be publicly traded. The Parent Filing Parties believe that structuring the transaction as a merger is preferable to other transaction structures because it (1) will enable Parent to acquire all of the shares of Company Common Stock at the same time, (2) will allow the Company to cease to be a publicly registered and reporting company, (3) represents an opportunity for the Company’s stockholders to receive the Merger Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement, and (4) allows the Rollover Holders to maintain their investment in the Company through their commitments to roll over all of their existing equity interests in the Company into limited partnership interests of Ultimate Parent. In the course of considering the going private transaction, Parent Filing Parties did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Parent Filing Parties believed the Merger was the most direct and effective way to accomplish these objectives.

The Parent Filing Parties also believe that it is in the best interests of the Company to operate as a privately held entity. The Parent Filing Parties believe that, as a privately held entity, the Company will have greater operational flexibility to pursue alternatives that it would not have as a public company, and management will be able to concentrate on long-term growth, reducing the focus on the quarter-to-quarter performance often emphasized by the public equity market’s valuation of the Company Common Stock. The Parent Filing Parties also believe that the Merger will provide the Company with flexibility to pursue transactions that can be more effectively executed as a private company.

The Parent Filing Parties currently anticipate that the Company’s operations following the completion of the Merger will initially be conducted substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a wholly owned subsidiary of Parent). Notwithstanding the foregoing, following the Effective Time, as part of its long-term corporate goal of optimizing value, Parent may consider a range of alternatives, including an extraordinary corporate transaction following the closing of the Merger involving the Company’s corporate structure, the purchase, sale or transfer of a material amount of assets of the

Company or any of its subsidiaries or other strategic transactions, if Parent concludes that such transactions or other activities are desirable. Except as otherwise disclosed in this proxy statement (including in the Company’s filings with the SEC incorporated by reference into this proxy statement), as of the date hereof, no agreements, understandings or decisions have been reached and there is no assurance that Parent will or will not decide to undertake any such alternatives. Parent expressly reserves the right to make any changes to the Company’s operations after the consummation of the Merger that Parent deems appropriate.

Although the Parent Filing Parties believe that there will be significant opportunities associated with their investment in the Company, the Parent Filing Parties realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may never be fully realized.

Following the completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The shares of Company Common Stock are currently listed on NYSE and registered under the Exchange Act. Following the completion of the Merger, there will be no further market for the shares of Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company Common Stock will be delisted from NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

The Parent Filing Parties currently anticipate that the Company’s strategy and operations will initially be conducted following completion of the Merger substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a wholly owned subsidiary of Parent). Following completion of the Merger, the Parent Filing Parties will continue to assess what additional changes, if any, would be desirable following the Merger.

The officers of the Company at the Effective Time will be the initial officers of the Surviving Corporation and the directors of Merger Sub at the Effective Time will be the initial directors of the Surviving Corporation, in each case, to hold office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation.

If the Company’s stockholders approve the Merger Agreement Proposal and all other conditions to the closing of the Merger are either satisfied or waived, then the parties to the Merger Agreement will consummate the Merger, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

The Company’s net book value as of September 30, 2024 was approximately $312,523,000 and the Company’s net loss for the three months ended September 30, 2024 was $40,365,000, $70,475,000 of which was attributable to holders of shares of Company Common Stock. As of December 16, 2024, stockholders of the Company affiliated with NEA owned, in the aggregate, 2,727,648 shares of Company Common Stock, which represented approximately 32.9% of the then-outstanding shares of Company Common Stock, in turn representing beneficial ownership by such stockholders as of December 16, 2024 of approximately 32.9% of the Company’s net book value attributable to such shares of Company Common Stock (approximately $102,879,188) and approximately 32.9% of the Company’s net loss for the three months ended September 30, 2024 (approximately $13,287,721). If the Merger is consummated, Parent will have beneficial ownership of 100% of the Company’s net book value and net loss through its ownership of all of the assets of the Company, having an aggregate beneficial interest in the Company’s net book value and net loss of approximately $312,523,000 million and $40,365,000, respectively (based on the Company’s net book value as of September 30, 2024 and net loss for the three months ended September 30, 2024). Parent will also be entitled to any future increase in the value and all income generated by the Company’s assets and operations going forward and will also bear the full risk of any future decrease in the value and any losses generated by the Company’s assets and operations going forward.

At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares and any Dissenting Shares, will automatically be converted into the right to receive the Merger Consideration, less any applicable withholding taxes. At the Effective Time, each Excluded

Share will automatically be cancelled without payment of any consideration therefor or any conversion thereof and will cease to exist. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into a number of shares of Company Common Stock, Company Series A Preferred Stock and Company Series B Preferred Stock of the Surviving Corporation equal to the same number and type of shares that are Rollover Shares.

Except as may otherwise be agreed between the Company and Parent, on the one hand, and the holder of any Company Warrant, on the other hand, (i) at the Effective Time, each Company Warrant that is outstanding and not exercised immediately prior to the Effective Time will be treated in the manner provided by the terms of such Company Warrant and (ii) Parent will pay, or cause to be paid, all amounts payable to such holder pursuant to the terms of such Company Warrant as a result of the Merger as promptly as practicable after the Effective Time.

At the Effective Time, except to the extent Parent elects to assume a Company Option and provides written notice of such election to the Company prior to the Effective Time,

Each Company RSU outstanding immediately prior to the Effective Time will be, at the election of the holder, either (a) assumed by Parent and adjusted into a Parent RSU with respect to a number of shares of common stock of Parent equal to the number of shares of Company Common Stock subject to such Company RSU and having the same vesting and other terms and conditions as such Company RSU or (b) assumed by Parent and adjusted into a Double-Trigger Parent RSU. Holders of Company RSUs who elect to receive Double-Trigger Parent RSUs will also receive Additional RSUs with respect to a number of shares of common stock of Parent that is equal to 20% of the number of shares of Company Common Stock subject to the Company RSUs held by such holder immediately prior to the Effective Time. The Additional RSUs will be subject to a four-year vesting schedule and also contingent upon (i) the achievement of an enterprise value of $10 billion or greater in a change of control or an initial public offering of the Company, in each case, within 10 years of the closing of the Merger and (ii) the holder’s continued employment in good standing with the Company through the date of such event.

Each Company PSU outstanding immediately prior to the Effective Time will be canceled and terminated without any conversion thereof, and no consideration will be paid therefor.

The primary benefit of the Merger to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, is their right to receive the Merger Consideration of $7.33 per share of Company Common Stock in cash, without interest, which represents a premium of approximately 70% to the closing price of the Company Common Stock on December 23, 2024 (the last trading day prior to the Company’s announcement that it had entered into the Merger Agreement). Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in the Company’s future earnings, growth or value.

The primary detriment of the Merger to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Securities Exchange Act, is the lack of an interest of such stockholders in the potential future earnings, growth or value realized by the Company after the Merger, including as a result of any sale of the Company or its assets to a third party in the future.

Following the consummation of the Merger, Parent and its affiliates will own all of the equity interests of the Company and will be the beneficiary of future earnings, growth and value of the Company, and will control the voting on corporate matters affecting the Company.

Additionally, following the Merger, the shares of Company Common Stock will be delisted from NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded. See the section of this proxy statement entitled “Special Factors — Plans for the Company After the Merger.” As such, the Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of Company Common Stock face as a result of the provisions of Section 16 of the Exchange Act. The Company will also be relieved of the obligation to separately prepare and furnish information to its stockholders. Parent will benefit from any public company regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriment of the Merger to Parent is the fact that Parent will bear all of the risk of any possible decrease in the future earnings, growth or value of the Company following the Merger. Additionally, Parent’s ownership of the equity interests of the Company will be illiquid, with no public trading market for such securities.

If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain a public company, and shares of Company Common Stock will continue to be listed and traded on NYSE and registered under the Exchange Act, so long as the Company continues to meet the applicable listing requirements. In addition, if the Merger is not completed, the Company expects that the Company’s management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. You should also read and consider carefully the other information in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and other SEC filings. See the section of this proxy statement entitled “Where You Can Find More Information.”

If the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, the price of the shares of Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares of Company Common Stock would return to the price at which the shares of Company Common Stock are trading as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Company Common Stock. If the Merger is not completed, the Company Board will continue to evaluate and review the Company’s business, operations, properties, strategic direction and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, financial condition or results of operation will not be adversely impacted.

If the Merger is not completed for any reason, we will be subject to a number of material risks, including the disruption to our business resulting from the announcement of the signing of the Merger Agreement, the diversion of management’s attention from our day-to-day business and the substantial restrictions imposed by the Merger Agreement on the operation of our business during the period before the completion of the Merger, which may make it difficult for us to achieve our business goals if the Merger does not occur.

If the Merger Agreement is terminated in certain specified circumstances, the Company will be required to pay a termination fee to Parent. If the termination fee becomes payable as a result of the Company terminating the Merger Agreement prior to the receipt of the Company Stockholder Approval in order to enter into a definitive acquisition

agreement with respect to a Superior Proposal by an Excluded Party, or as a result of Parent terminating the Merger Agreement due to an adverse change of the Special Committee Recommendation or Company Board Recommendation in connection with an alternative acquisition proposal made by an Excluded Party, then the amount of the termination fee will be $1,500,000. If the termination fee becomes payable in other circumstances, then the amount of the termination fee will be $3,600,000. See the section of this proxy statement entitled “The Merger Agreement — Termination Fee.”

Other than from time to time in connection with the Company’s regular earning press releases and related investor materials in which the Company has provided certain guidance regarding its future results, the Company’s management does not, as a matter of course, make public projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Company’s management is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. As a result, the Company’s management does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Special Committee’s evaluation of a potential transaction with NEA, the Company’s management prepared certain unaudited prospective financial information for fiscal years 2024 through 2027, which is referred to generally as the “Management Projections.” The Management Projections were made available to Lincoln, the Special Committee and the Company Board in connection with their consideration and evaluation of the Merger. NEA received the Management Projections as part of its evaluation of a potential acquisition of the Company and the Rollover Holders also received the Management Projections as part of their evaluation of the Rollover Transaction.

A summary of the Management Projections is included in this proxy statement in order to provide the Company’s stockholders with access to the projections that were made available to the Special Committee and the Company Board in connection with their evaluation of the Merger, made available to NEA in connection with its due diligence review of the Company made available to the Rollover Holders in connection with the Rollover Transaction, and made available to Lincoln, and which Lincoln was instructed by the Special Committee to use, in connection with its financial analyses and opinion.

Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Certain of the financial measures included in the Management Projections are non-GAAP financial measures, which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Management Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Management Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Special Committee, the Company Board, Lincoln, NEA or the Rollover Holders. Accordingly, no reconciliation of the financial measures included in the Management Projections is provided in this proxy statement. In the view of the Company’s management, the Management Projections reflected the best available estimates and judgments at the time of preparation and presented as of the time of preparation, to the best of the Company’s management’s knowledge and belief, reasonable projections of the future financial performance of the Company.

The information in the Management Projections reflects numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control.

The Management Projections include, among other things, the following assumptions and estimates:

Additionally, capacitated revenue and capacitated medical costs are forecasted on a gross accounting basis for certain contracts, which may not ultimately be subject to gross accounting treatment. The Company’s management believes that regardless of whether gross accounting is applied, there is no material change to gross profit or adjusted EBITDA.

The following table presents a summary of the Management Projections: