Proposal 1: Adoption of the Merger Agreement

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

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

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

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

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

At the Effective Time, the initial directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. At the Effective Time, the initial officers of the Surviving Corporation will be the officers of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly appointed. At the Effective Time, the certificate of incorporation of Splunk as the Surviving Corporation will be amended and restated in its entirety and the bylaws attached as an exhibit to the Merger Agreement will become the bylaws of the Surviving Corporation, until thereafter amended.

Closing and Effective Time

The closing of the Merger (the “Closing”) will take place at a time to be specified by Parent, Splunk and Merger Sub on the third (3^rd) business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption, “Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger) or such other time agreed to in writing by Parent, Splunk and Merger Sub.

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

Merger Consideration

Splunk Common Stock

At the Effective Time, and without any action required by any Splunk Stockholder, each share of Splunk common stock (other than Excluded Shares, which include, for example, shares of Splunk common stock owned by Splunk Stockholders who have properly exercised and not withdrawn their statutory rights of appraisal under Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and extinguished, and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.

Treatment of Company Equity Awards

The Merger Agreement provides that Company Equity Awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment:

Vested Company Equity Awards

At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Vested Company Option that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time, each Vested Company RSU that is outstanding and has not yet been settled as of immediately prior to the Effective Time, and each Vested Company PSU that is outstanding and has not yet been settled as of immediately prior to the Effective Time, will terminate and be converted into and represent the right to receive the applicable “Cash-Out Amount” from Parent for such Vested Company Option, Vested Company RSU or Vested Company PSU, less any applicable withholding taxes.

For each Vested Company Option, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock subject to such Vested Company Option by (y) the Per Share Merger Consideration less the exercise price per share of such Vested Company Option in effect immediately prior to the Effective Time (provided, that if the exercise price per share of such Vested Company Option is equal to or greater than the Per Share Merger Consideration, the Cash-Out Amount for such Vested Company Option will be zero).

For each Vested Company RSU, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock issuable upon settlement of such Vested Company RSU by (y) the Per Share Merger Consideration.

For each Vested Company PSU, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock issuable upon settlement of such Vested Company PSU by (y) the Per Share Merger Consideration.

Unvested Company Equity Awards

Unvested Company Shares. At the Effective Time, each Unvested Company Share will remain subject to the same restrictions, vesting arrangements or repurchase rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time, and will become payable by Parent on the date that such unvested Company share would have become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time, and will otherwise remain subject to substantially the same terms and conditions as were applicable to the underlying unvested Company share immediately prior to the Effective Time, and each outstanding repurchase right will be assigned to Parent in the Merger and will thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time.

Unvested Company Options and Unvested Company RSUs. At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, Unvested Company Option that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time, and each Unvested Company RSU that is outstanding as of immediately prior to the Effective Time, will be converted into and represent the right to receive the applicable “Cash-Out Amount” from Parent for such Unvested Company Option or Unvested Company RSU (the “Unvested Cash (Options/RSUs)”). Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, the Unvested Cash

(Options/RSUs) will vest and become payable at the same time as the Unvested Company Option or Unvested Company RSU, as applicable, from which such resulting Unvested Cash (Options/RSUs) was converted would have vested and been payable pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements that were applicable to such Unvested Company Options or Unvested Company RSUs, as applicable, including those provisions for accelerated vesting on certain terminations of employment, in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder thereof and Splunk or Parent or their respective affiliates, but effective from and after the Effective Time.

For each Unvested Company Option, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock subject to such Unvested Company Option by (y) the Per Share Merger Consideration less the exercise price per share of such Unvested Company Option in effect immediately prior to the Effective Time (provided, that if the exercise price per share of such Unvested Company Option is equal to or greater than the Per Share Merger Consideration, the Cash-Out Amount for such Unvested Company Option will be zero).

For each Unvested Company RSU, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock issuable upon settlement of such Unvested Company RSU by (y) the Per Share Merger Consideration.

Unvested Company PSUs. At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Unvested Company PSU that is outstanding immediately prior to the Effective Time will be converted into and represent the right to receive the applicable “Cash-Out Amount” from Parent for such Unvested Company PSU (the “Unvested Cash (PSUs)”). Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, the Unvested Cash (PSUs) will vest and be payable at the same time as the Unvested Company PSU from which such Unvested Cash (PSUs) was converted would have vested and been payable pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements that were applicable to such Unvested Company PSUs, including those provisions for accelerated vesting on certain terminations of employment, as in effect from time to time unless otherwise superseded by any applicable contract between the holder thereof and Splunk or Parent or their respective affiliates, but effective from and after the Effective Time.

For each Unvested Company PSU, the Cash-Out Amount will be determined by multiplying (x) the total number of shares of Splunk common stock underlying such Unvested Company PSU (assuming conversion of performance-based vesting to service-based vesting and satisfaction of such service-based vesting and based on the attainment of the applicable performance metrics at the actual level of performance through Closing as determined prior to the Closing by the Board of Directors or committee thereof in accordance solely with the terms applicable to such Unvested Company PSU), by (y) the Per Share Merger Consideration.

Treatment of Company ESPP

The Merger Agreement provides that, with respect to the Company ESPP, as soon as practicable following the Agreement Date, Splunk will take all actions with respect to the Company ESPP that are necessary to provide that: (i) with respect to any Current ESPP Offering Period, no employee who is not a participant in the Company ESPP as of September 20, 2023 may become a participant in the Company ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on September 20, 2023 for such Current ESPP Offering Period, (ii) subject to the consummation of the Merger, the Company ESPP will terminate effective immediately prior to the Effective Time, (iii) if all such Current ESPP Offering Periods terminate prior to the Effective Time, then the Company ESPP will be suspended, (iv) no new Offering Period will be commenced under the Company ESPP prior to the termination of the Merger Agreement and (v) if any Current ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period will be accelerated to the Business Day prior to the Closing Date and the final settlement or purchase of shares of Splunk common stock thereunder shall be made on that day. Splunk shall provide all required notices of the foregoing to the participants in accordance with the Company ESPP.

Treatment of Convertible Notes and Capped Calls

The Merger Agreement provides that, on the Closing Date, Parent, Merger Sub and Splunk are required, as and to the extent required by the Convertible Notes Indentures (as defined in the section of this proxy statement captioned “—Financing of the Merger”), to execute any supplemental indentures required by the Convertible Notes Indentures

and deliver any certificates and other documents required by the Convertible Notes Indentures. Splunk must provide Parent and its counsel reasonable opportunity to review and comment on any notices, certificates, press releases, supplemental indentures, or other documents or instruments deliverable pursuant to the Convertible Notes Indentures prior to the dispatch or making thereof.

Prior to the Effective Time, Splunk is required to (i) use its commercially reasonable efforts to cooperate with Parent to enter into arrangements with the counterparties to the Capped Call Transactions (as defined in the section of this proxy statement captioned “The Merger—Capped Call Transactions”) to cause the Capped Call Transactions to be exercised, settled, cancelled or otherwise terminated as of the Closing Date, and to enter into any documentation required to effect such termination, (ii) use reasonable efforts to keep Parent informed of any discussions and negotiations with the counterparties to the Capped Call Transactions with respect to the Capped Call Transactions and give Parent reasonable opportunity to participate (or have its counsel participate) in any such discussions and negotiations, (iii) as promptly as reasonably practicable, provide Parent with any notices or other written communication received from any counterparties to the Capped Call Transactions with respect to the Capped Call Transactions and (iv) provide Parent and its counsel reasonable opportunity to review and comment on any such notice or other written communication prior to making any response.

Exchange and Payment Procedures

Computershare Inc. (or such other agent or agents as may be appointed by Parent as reasonably acceptable to Splunk) shall act as exchange agent (the “Exchange Agent”) to make payments of the Per Share Merger Consideration to Splunk Stockholders. At or promptly following the Effective Time, Parent will deposit (or cause to be deposited) with the Exchange Agent cash sufficient to pay the aggregate Per Share Merger Consideration to Splunk Stockholders.

As soon as reasonably practicable following the Effective Time (and in any event within three (3) business days), the Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates representing outstanding shares of Splunk common stock (as of immediately prior to the Effective Time) a letter of transmittal in customary form and instructions for use in effecting the surrender of such holder’s shares of Splunk common stock represented by such holder’s certificate(s). Upon the Exchange Agent’s receipt of such letter of transmittal with respect to such certificated shares, or receipt of an appropriate “agent’s message” in customary form (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) with respect to any book-entry shares of Splunk common stock, such holder will be entitled to receive in exchange therefor a check for the cash amount of the Per Share Merger Consideration in respect of such shares. The amount of any Per Share Merger Consideration paid to Splunk Stockholders may be reduced by any applicable withholding taxes.

Representations and Warranties

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

Some of the representations and warranties in the Merger Agreement made by Splunk are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Splunk and its subsidiaries, taken as a whole, any change, event, occurrence, circumstance, condition or effect that, individually or taken together with all other changes, events, occurrences, circumstances, conditions or effects, (1) would, or would reasonably be expected to, be or become materially adverse to the business, financial condition, operations or results of operations of Splunk and its subsidiaries, taken as a whole, or (2) would, or would reasonably be expected to, prohibit, materially impede or materially delay Splunk’s ability to consummate the transactions in accordance with the Merger Agreement, except that in respect of (1) no events, changes, occurrences, effects or developments relating to or resulting from the following matters (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect, taken as a whole, has occurred or would reasonably be expected to occur:

Except, with respect to bullets 1-6 above, shall not apply to the extent that such changes disproportionately and adversely affect Splunk and its subsidiaries, taken as a whole, as compared to other participants in the industry in which Splunk and its subsidiaries operate, in which case only the incremental disproportionate adverse impact of such change, event, occurrence, circumstance, condition or effect may be taken into account when determining whether there is a Company Material Adverse Effect

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

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

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

Conduct of Business Pending the Merger

During the period of time between the date of signing of the Merger Agreement and the first to occur of the Effective Time and the termination of the Merger Agreement (the “interim period”), except (i) as required by applicable law, (ii) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as expressly required or permitted by the Merger Agreement, (iv) to the extent necessary to comply with the express obligations set forth in any material contract in effect on the date of the Merger Agreement, or (v) as disclosed in the confidential disclosure schedules to the Merger Agreement, Splunk shall, and shall cause its subsidiaries to:

During the interim period, except (i) as required by applicable law, (ii) as agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as contemplated, required or permitted by the Merger Agreement, or (iv) as disclosed in the confidential disclosure schedules to the Merger Agreement, Splunk will not, and will not allow its subsidiaries, as applicable to, among other things (and subject to certain exceptions):

Notwithstanding the restrictions set out above, nothing shall prevent Splunk or its subsidiaries from taking any reasonable action that would otherwise be prohibited in response to COVID-19 or any other COVID-19 Measures so long as Splunk reasonably consults with Parent prior to taking such action.

No Solicitation of Other Offers

From the date of the Merger Agreement until the earlier of the date the Merger Agreement is terminated and the Effective Time, Splunk and its subsidiaries have agreed not to, and to cause and their respective representatives not to, directly or indirectly:

In addition, Splunk has agreed, and cause its subsidiaries and direct its representatives, to (i) cease any and all existing activities, discussions or negotiations with any persons conducted prior to or on the date of the Merger Agreement with respect to any Acquisition Proposal and (ii) use reasonable best efforts to cause any person (and such person’s representatives) with which Splunk has engaged in any such activities within the twelve (12) month period preceding the date of the Merger Agreement to promptly return or destroy all confidential information previously provided to such person (and such person’s representatives)

Notwithstanding these restrictions, Splunk and its subsidiaries are permitted to, waive any rights under any “standstill” or similar covenants in confidentiality or non-disclosure agreements entered into in connection with or applicable to an Acquisition Proposal to which Splunk or any of its subsidiaries is a party to allow a person to make, or amend, an Acquisition Proposal (or make any related communications).

Splunk shall advise Parent in writing as promptly as practicable (but in no event more than forty-eight (48) hours) after receipt by Splunk and/or any of its subsidiaries (and/or to the knowledge of Splunk, by any Splunk representative) of (i) any Acquisition Proposal, (ii) any inquiry, indication of interest, proposal or offer that

constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any person is planning to submit an Acquisition Proposal or (iv) any request for non-public information (including access to any of the properties, books or records of Splunk or any of its subsidiaries) that could reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe the material terms and conditions of such Acquisition Proposal, inquiry, indication of interest, proposal, offer, notice or request and the identity of the person or group submitting any such Acquisition Proposal, inquiry, indication of interest, proposal, offer, notice or request. Splunk shall keep Parent informed as promptly as practicable (but in no event more than forty-eight (48) hours after receipt) of the status of, and any material amendments or modifications or proposed material amendments or modifications to, any such Acquisition Proposal, inquiry, indication of interest, proposal, offer, notice or request and any material correspondence or communications related thereto, and shall provide to Parent as promptly as practicable (but in no event more than twenty-four (24) hours after receipt) a true, correct and complete copy of all written materials and information provided to Splunk, one of its subsidiaries or a Splunk representative in connection with any such Acquisition Proposal, inquiry, indication of interest, proposal, offer, notice or request (including any material amendments or modifications or proposed material amendments or modifications), or a reasonable written summary thereof if such material or information is not written.

Notwithstanding these restrictions, if, at any time prior to the time that Splunk’s Stockholders approve the adoption of the Merger Agreement, Splunk or any of its representatives receives an Acquisition Proposal that the Board of Directors concludes in good faith (after consultation with its outside legal counsel and a financial advisor of national standing) is, or could reasonably be expected to lead to, a Superior Proposal, Splunk may:

However, prior to taking any of the actions listed above, Splunk must have complied with the following:

Splunk is not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a four-(4)-business-day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

If Splunk terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal, Splunk must pay a $1,000,000,000 termination fee to Parent.

For purposes of this proxy statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means a customary confidentiality agreement (i) that contains provisions that are no less favorable in the aggregate to Splunk than those contained in the confidentiality agreement entered into between Splunk and Parent, including with respect to the treatment of confidential information and the non-solicitation of Splunk’s employees and (ii) that does not include any provision for any exclusive right to negotiate with such person or having the effect of restricting Splunk from fulfilling its obligations under the Merger Agreement,

including under the non-solicitation and related provisions contained in the Merger Agreement; provided that such confidentiality agreement need not contain any direct or indirect “standstill” or similar covenant or other provision that would restrict the making, or amendment, of any Acquisition Proposal (and related communications) to Splunk or the Board of Directors.

“Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub) relating to any transaction or series of related transactions (other than the Merger) involving (i) any direct or indirect purchase or other acquisition by any person or group, whether from Splunk or any other person(s), of securities representing more than 15% of the total outstanding voting power of Splunk after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or group that, if consummated in accordance with its terms, would result in such person or group beneficially owning more than 15% of the total outstanding voting power of Splunk after giving effect to the consummation of such tender or exchange offer; (ii) any direct or indirect purchase (including by way of a merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction), license or other acquisition by any person or group of assets (including equity securities of any subsidiary of Splunk) constituting or accounting for more than 15% of the revenue, net income or consolidated assets of Splunk and its subsidiaries, taken as a whole; or (iii) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving Splunk (or any of its subsidiaries whose business accounts for more than 15% of the revenue, net income or consolidated assets of Splunk and its subsidiaries, taken as a whole) in which the stockholders of Splunk (or such subsidiary) prior to such transaction will not own at least 85%, directly or indirectly, of the surviving company.

“Superior Proposal” means, with respect to Splunk, a bona fide written offer submitted after the Agreement Date by a person or group to acquire, directly or indirectly, (i) pursuant to a tender offer, exchange offer, merger, consolidation or other business combination (including by means of a tender offer followed by a back-end merger) beneficial ownership of 50% or more of the outstanding voting securities of Splunk or (ii) 50% or more of the assets of Splunk, in each case, that the Board of Directors has concluded in its good faith judgment (following consultation with its outside legal counsel and a financial advisor of national standing), taking into account, among other things, all legal, financial (including the financing terms thereof), regulatory, timing and other aspects of the offer, including conditions to consummation and the person making the offer, in each case deemed relevant by the Board of Directors (x) would be, if consummated, more favorable, from a financial point of view, to Splunk’s Stockholder (in their capacities as stockholders) than the terms of the Merger Agreement (after giving effect to any adjustments to the terms of the Merger Agreement proposed by Parent in response to such Acquisition Proposal) and (y) is reasonably likely to be consummated on the terms proposed (as determined in the good faith judgment of the Board of Directors).

The Board of Directors’ Recommendation; Change of Recommendation

As described above, and subject to the provisions described below, the Board of Directors has made the unanimous recommendation (the “Company Board Recommendation”) that Splunk Stockholders vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a Change of Recommendation except as described below.

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

Notwithstanding the restrictions described above, prior to the adoption of the Merger Agreement by Splunk Stockholders, the Board of Directors may effect a Change of Recommendation if (i) Splunk has received a Superior Proposal or (ii) there has been an Intervening Event (as defined herein), in each case, that the Board of Directors has determined in good faith (after consultation with its outside legal counsel) that the failure to effect a Change of Recommendation would be inconsistent with its fiduciary duties under applicable law.

The Board of Directors may only effect a Change of Recommendation or authorize Splunk to terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal if:

In addition, the Board of Directors may only effect a Change of Recommendation for an Intervening Event if:

any underlying cause for such determination), (B) Splunk exceeding any earnings projections or predictions made by Splunk (whether or not publicly announced) or securities or financial analysts and any resulting analyst upgrades of Splunk’s securities or any change in the trading price of the Splunk common stock (provided that such exception shall not apply to any underlying cause for such performance), (C) any facts, events or circumstances resulting from any breach of the Merger Agreement by Splunk or (D) the receipt, existence or terms of any Acquisition Proposal or any matter relating thereto or the consequences thereof;

Employee Benefits

The Merger Agreement provides that each employee of Splunk and its subsidiaries who continues to be employed by Parent or any of its subsidiaries (including Splunk and its subsidiaries) as of the Effective Time (such employees collectively, the “Continuing Employees”), will be provided with certain compensation and benefits protections and entitlements, as set forth in the confidential disclosure schedules to the Merger Agreement.

The Merger Agreement further provides that, except to the extent necessary to avoid the duplication of benefits, Parent will, and will cause the Surviving Corporation and its other affiliates to, recognize the service of each Continuing Employee with Splunk or its affiliates before the Effective Time (to the same extent recognized by Splunk or its affiliates immediately prior to the Effective Time) as if such service had been performed with Parent or its affiliates under any employee benefit plans or arrangements maintained by Parent or its affiliates that such employees may be eligible to participate in after the Effective Time.

With respect to any welfare plan maintained by Parent or its affiliates in which Continuing Employees are eligible to participate after the Effective Time, Parent will, and will cause the Surviving Corporation and its other affiliates, to the extent permitted by the relevant welfare plan and consistent with such plans’ application to similarly situated employees of Parent or its affiliates who are not Continuing Employees, to (i) cause each such Continuing Employee to be immediately eligible to participate in such plans to the extent that coverage pursuant to such plans replaces coverage pursuant to a comparable Splunk employee plan in which such Continuing Employee participates immediately prior to the Effective Time and (ii) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees and their qualified dependents to the extent such conditions and exclusions were satisfied or did not apply to such employees and their qualified dependents under the welfare plans maintained by Splunk or its affiliates prior to the Effective Time.

The Merger Agreement further provides that Parent acknowledges and agrees that a “change in control” (or similar phrase) within the meaning of each of the Splunk employee plans, as applicable, will occur as of the Effective Time. From and after the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) honor all of the Splunk employee plans and compensation and severance arrangements in accordance with their terms. However, no provision of the Merger Agreement will require Parent, the Surviving Corporation or any

subsidiary thereof to continue any Splunk employee plan or prohibit the Surviving Corporation or any of its subsidiaries from amending or terminating any such plans in accordance with their terms or if otherwise required pursuant to applicable law. The Surviving Corporation will (and Parent will cause the Surviving Corporation to) cause each outstanding award under the Company Long-Term Cash Award Plan to continue in accordance with its terms from and after the Effective Time.

The Merger Agreement further provides that, unless otherwise requested by Parent in writing, the Board of Directors, at least five (5) Business Days prior to the Effective Time, will adopt, and Splunk will deliver to Parent a true, correct and complete copy of, resolutions terminating any and all Splunk employee plans (i) intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code (each, a “Company 401(k) Plan”) and (ii) that are flexible spending accounts for health and dependent care, in each case, effective no later than the day immediately preceding the date Splunk becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Parent but contingent upon the occurrence of the Closing. In such event, prior to the Closing Date and thereafter (as applicable), Splunk and Parent will take any and all action as may be required, including amendments to a U.S. tax-qualified defined contribution plan maintained by Parent or one of its subsidiaries (each, a “Parent 401(k) Plan”), to permit each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 402(c)(4) of the Code) in cash or notes (representing plan loans from the Company 401(k) Plan) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from such Company 401(k) Plan to the corresponding Parent 401(k) Plan. If the Company 401(k) Plan is terminated as described in the Merger Agreement, the Continuing Employees shall be eligible to participate in a Parent 401(k) Plan as soon as practicable on or following the Closing Date.

Efforts to Close the Merger

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

Indemnification and Insurance

Parent, Merger Sub and Splunk have agreed that all indemnification or other similar agreements between any current or former directors, officers or employees, on the one hand, and Splunk or any of its subsidiaries, on the other hand, as in effect on the date of the Merger Agreement, will survive the Merger and remain in full force and effect in accordance with their respective terms for a period of six (6) years after the Effective Time. Additionally, for a period of six (6) years after the Effective Time, Parent and the Surviving Corporation will maintain in effect the exculpation, indemnification and advancement of expenses provisions of the certificates of incorporation and bylaws or similar organizational documents of Splunk and of any subsidiaries as in effect immediately prior to the Effective Time, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of Splunk or any of its subsidiaries.

In addition, Splunk will maintain for six (6) years after the Effective Date Splunk’s current policies of directors’ and officers’ liability insurance with respect to acts or omissions prior to the Effective Date or, prior to the Effective Time, Splunk will purchase a six-(6)-year “tail” insurance policy on Splunk’s current policies of directors’ and officers’ liability insurance on terms and conditions providing comparable coverage with respect to matters arising before the Effective Time; provided that the annual premium of maintaining such current policy or purchasing such “tail” policy will not exceed 300% of the last annual premium paid by Splunk, and if the annual premium of such insurance coverage exceeds the maximum amount, Splunk, Parent, or the Surviving Corporation will only be required to obtain as much coverage as possible for such amount.

Parent has also agreed to pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnification obligations provided in the Merger Agreement in the event Parent is found to have been in breach.

Other Covenants

Stockholders Meeting

Splunk has agreed to take all necessary action (in accordance with applicable law and Splunk’s organizational documents) to establish a record date for, duly give notice of, convene and hold the Special Meeting as soon as

reasonably practicable following the date upon which Splunk receives confirmation from the SEC that it will not review, or that it has completed its review of this proxy statement (which confirmation will be deemed to occur if the SEC has not affirmatively notified Splunk prior to the tenth (10^th) calendar day after filing this proxy statement that the SEC will or will not be reviewing this proxy statement).

Stockholder Litigation

Splunk has agreed to keep Parent reasonably informed of any stockholder litigation or claim against such party and/or its directors or officers relating to the Merger or the other transactions contemplated by the Merger Agreement. Splunk will also: (i) give Parent a reasonable opportunity to participate in the defense, prosecution or settlement of any such litigation or claim, (ii) consult in good faith with Parent with respect to the defense, settlement and prosecution of any such litigation or claim and (iii) subject to certain exceptions, not compromise or settle, or agree to compromise or settle, any such litigation or claim without the prior written consent of Parent.

Conditions to the Closing of the Merger

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

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

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

Termination of the Merger Agreement

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

In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will be of no further force or effect without liability of any party to the other parties, as applicable, except certain sections of the Merger Agreement will survive the termination of the Merger Agreement in accordance with their respective terms. Notwithstanding the foregoing, nothing in the Merger Agreement will relieve any party from any liability for any fraud or willful and material breach of the Merger Agreement prior to its termination. In addition, no termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between Splunk and Parent, which rights, obligations and agreements will survive the termination of the Merger Agreement in accordance with their respective terms.

Termination Fees

If Splunk terminates the Merger Agreement at any time prior to receipt of the approval of Splunk Stockholders for the purposes of entering into a definitive agreement in connection with a Superior Proposal, Splunk would be required to pay a $1,000,000,000 termination fee to Parent. If the Merger Agreement is terminated under specified circumstances including the instances described below, Parent must pay a $1,478,000,000 termination fee to Splunk.

Parent will also be entitled to receive a termination fee of $1,000,000,000 from Splunk if the Merger Agreement is terminated:

Splunk will be entitled to receive a termination fee of $1,478,000,000 from Parent (the “Parent Termination Fee”) if the Merger Agreement is terminated:

Specific Performance

Parent, Merger Sub and Splunk agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties do not timely perform the provisions of the

Merger Agreement (including any party failing to take such actions as are required of it in order to consummate the Merger Agreement). Parent, Merger Sub and Splunk acknowledge and agree that, in the event of any breach or threatened breach by any other party of any covenant or obligation contained in the Merger Agreement: the non-breaching party will be entitled (in addition to any other remedy to which they are entitled at law or in equity, including monetary damages), to obtain (A) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (B) an injunction restraining such breach or threatened breach.

Parent, Merger Sub and Splunk agree not to raise any objections to (i) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of the Merger Agreement by Splunk, on the one hand, or Parent and Merger Sub, on the other hand; and (ii) the specific performance of the terms and provisions of the Merger Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of Parent and Merger Sub pursuant to the Merger Agreement. Any party seeking an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security.

Fees and Expenses

Except in specified circumstances, whether or not the Merger is completed, all costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring or required to incur such expenses.

Amendment

The Merger Agreement may be amended by the parties in an executed written instrument at any time before or after adoption of the Merger Agreement by Splunk Stockholders. However, after adoption of the Merger Agreement by Splunk Stockholders, no amendment that requires further approval by such Splunk Stockholders pursuant to applicable law or in accordance with the rules and regulations of Nasdaq may be made without such approval.

Governing Law; Venue

The Merger Agreement is governed by Delaware law. The parties have agreed to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware. Both parties waive, and agree not to assert, any defense in a legal proceeding that may not be brought in said courts.

The Voting and Support Agreement

On September 20, 2023, in connection with the Merger Agreement, Parent also entered into a Voting and Support Agreement with H&F and Splunk. As of the Record Date, H&F owns 12,799,822 shares of Splunk common stock, representing approximately 7.6% of the shares of Splunk common stock outstanding as of the Record Date. The Voting and Support Agreement provides H&F with certain registration rights pursuant to which, among other things, the Company has agreed to prepare and file a registration statement with the SEC as soon as practicable for purposes of registering the resale of any Registrable Securities (as defined in the Voting and Support Agreement). A copy of the Voting and Support Agreement is attached as Annex B and is incorporated herein by reference.

Pursuant to the Voting and Support Agreement, H&F has agreed, among other things, to (i) vote in favor of the proposal to adopt and approve the Merger Agreement and (ii) vote against (x) any action or agreement that would reasonably be expected to result in any of the conditions of Splunk’s obligations set forth in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger” not being fulfilled and (y) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, prevent, materially impede or interfere with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.