SPLK Splunk Inc

Check the appropriate box:

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

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

 

Dear Splunk Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of common stock, par value $0.001 per share, of Splunk Inc. (“Splunk common stock,” and the holders thereof “Splunk Stockholders”), a Delaware corporation (“Splunk” or the “Company”), to be held on November 29, 2023, at 2:00 p.m., Pacific time. Splunk will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/SPLK2023SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of September 20, 2023 (the “Merger Agreement”), by and among Splunk, Cisco Systems, Inc., a Delaware corporation (“Parent”), and Spirit Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Splunk’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Splunk and the separate corporate existence of Merger Sub will cease, with Splunk continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $157.00 in cash, less any applicable withholding taxes, for each share of Splunk common stock that you own, unless you have properly exercised your appraisal rights.

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

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

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted.

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

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

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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

The accompanying proxy statement is dated October 30, 2023 and, together with the enclosed form of proxy card, is first being mailed on or about October 30, 2023.

 

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of common stock, par value $0.001 per share, of Splunk Inc. (“Splunk common stock,” and the holders thereof “Splunk Stockholders”), a Delaware corporation (“Splunk” or the “Company”), will be held on November 29, 2023, at 2:00 p.m., Pacific time. Splunk will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/SPLK2023SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only Splunk Stockholders of record as of the close of business on October 23, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

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

Splunk Stockholders who do not vote in favor of adopting the Merger Agreement will have the right to seek appraisal of the “fair value” of their shares of Splunk common stock, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), if they deliver a demand for appraisal before the vote is taken on the proposal to adopt the Merger Agreement and comply with all the requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement. Section 262 of the DGCL is reproduced in its entirety in Annex D to the accompanying proxy statement and is incorporated therein by reference.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement, “FOR,” on

an advisory (non-binding) basis, the Compensation Proposal and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Dated: October 30, 2023

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

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

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

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

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, or would like additional copies of the accompanying proxy statement or need help voting your shares of Splunk common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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

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

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

Vested Company Options, Vested Company RSUs and Vested Company PSUs. At the Effective Time, and 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 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.

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 Shares. At the Effective Time, the Per Share Merger Consideration in respect of 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 shall 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, each 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, shall 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 (such amount, 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.

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 shall 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.

For more information on the treatment of Company Equity Awards, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Company Equity Awards.”

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

to vote at the Special Meeting as of the record date must be present at the Special Meeting in order to hold the Special Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Special Meeting if you are present and vote in person at the Special Meeting or if you have properly submitted a proxy.

Under certain specified circumstances, Splunk is required to pay Parent a termination fee equal to $1,000,000,000, and under other specified circumstances, Parent is required to pay Splunk a termination fee equal to $1,478,000,000, in each case, in connection with, and upon, the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”

you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card), so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares.

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Per Share Merger Consideration, but you will have no appraisal rights with respect to your shares of Splunk common stock.

In addition, because shares of Splunk common stock are listed on a national securities exchange and is expected to continue to be listed on such exchange immediately prior to the consummation of the Merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all shares of Splunk common stock, unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Splunk common stock eligible for appraisal or (2) the value of the Per Share Merger Consideration for such total number of shares entitled to appraisal exceeds $1 million (collectively, the “Ownership Thresholds”). At least one of the Ownership Thresholds must be met in order for Splunk Stockholders to be entitled to seek appraisal with respect to such shares of Splunk common stock.

In the case of a record holder of shares of Splunk common stock, voting, via the Internet during the Special Meeting or by proxy, against, abstaining from voting on or failing to vote on the Merger Agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares of Splunk common stock via the Internet during the Special Meeting or by proxy in favor of the Merger Agreement.

In the case of a beneficial owner of shares of Splunk common stock, brokers, banks and other nominees that hold shares in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Agreement without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of Splunk common stock held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the Merger Agreement, and does not revoke such instruction prior to the vote on the Merger Agreement, then such shares will be voted in favor of the Merger Agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of shares of Splunk common stock who wishes to exercise appraisal rights, you must either not provide any instructions to your broker, bank or other nominee how to vote on the Merger Agreement or instruct such broker, bank or other nominee to vote against the Merger Agreement or abstain from voting on such proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Splunk common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the Splunk Stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the Splunk Stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

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

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

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

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

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

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

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement captioned “The Merger—U.S. Federal Income Tax Consequences of the Merger.”

You should consult your tax advisor(s) concerning the U.S. federal income tax consequences relating to the Merger in light of your particular circumstances and any consequences arising under the laws of any state, local or non-U.S. tax jurisdiction.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

This proxy statement, and any document to which Splunk refers in this proxy statement, contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Splunk’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Splunk and Parent, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:

While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Splunk’s financial condition, results of operations, or liquidity.

Splunk expressly qualifies in their entirety all forward-looking statements attributable to either Splunk or any person acting on Splunk’s behalf by the cautionary statements contained or referred to in this proxy statement. All information provided in this proxy statement is as of the date hereof and Splunk undertakes no duty to update this information except as required by law. Splunk does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

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

The Special Meeting will be held on November 29, 2023, at 2:00 p.m., Pacific time. Splunk will hold the special meeting virtually via the Internet at the virtual meeting website at www.virtualshareholdermeeting.com/SPLK2023SM. You will not be able to attend the Special Meeting physically in person.

At the Special Meeting, we will ask Splunk Stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Only Splunk Stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of Splunk Stockholders entitled to vote at the Special Meeting will be available at the virtual meeting website during the Special Meeting. As of the Record Date, there were 168,536,732 shares of Splunk common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the stock issued and outstanding and entitled to vote in person or as represented by proxy will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

The affirmative vote of the holders of a majority of the outstanding shares of Splunk common stock is required to adopt the Merger Agreement. As of the Record Date, 84,268,367 votes constitute a majority of the outstanding shares of Splunk common stock. Adoption of the Merger Agreement by Splunk Stockholders is a condition to the closing of the Merger.

The affirmative vote by holders of a majority of the votes cast at the Special Meeting is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of votes cast at the Special Meeting.

If a Splunk Stockholder abstains from voting, that abstention will have the same effect as if Splunk Stockholders voted “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Splunk does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Splunk common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 273,627 shares of Splunk common stock, representing approximately 0.2% of the shares of Splunk common stock outstanding on the Record Date (and approximately 0.2% of the total shares of Splunk common stock outstanding when taking into account Company Options held, in the aggregate, by our directors and executive officers).

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

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

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

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

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

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

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

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

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

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

The expenses of soliciting proxies will be paid by Splunk. Splunk has retained Innisfree M&A Incorporated to assist in soliciting proxies at a fee of $50,000, plus costs and expenses. Splunk and its agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Our directors, officers, and other employees, without additional compensation, and employees of Innisfree M&A Incorporated may solicit proxies personally or in writing, by telephone, email, or otherwise. Splunk will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, Splunk, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials through the internet, you are responsible for any internet access charges you may incur.

Assuming timely satisfaction of necessary closing conditions, including the approval by Splunk Stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated by the end of the third calendar quarter of 2024.

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

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

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to Splunk before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold your shares of Splunk common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by Splunk Stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Dissenters’ Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex D to this proxy statement and incorporated herein by reference. If you hold your shares of Splunk common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

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

As disclosed in footnote 3 to the condensed consolidated financial statements included in Splunk’s quarterly report on Form 10-Q for the quarterly period ending July 31, 2023, ten derivative lawsuits were filed on behalf of Splunk in February, March and April 2021, October and December 2022, and January, February and March 2023 in the U.S. District Court for the Northern District of California, the California Superior Court, San Francisco County, and the Court of Chancery of the State of Delaware. Due to the consolidation of several of these lawsuits and the voluntary dismissal of one of the lawsuits, there are now six pending derivative actions naming Splunk’s former Chief Executive Officer, Splunk’s former Chief Financial Officer, several other current and former officers, and many of Splunk’s current and former board members as defendants, and Splunk as a nominal defendant. The derivative actions allege claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement against the defendants, and claims for contribution under Sections 10(b) and 21D of the Exchange Act against only Splunk’s former Chief Executive Officer and former Chief Financial Officer. The plaintiffs in these derivative lawsuits seek unspecified monetary damages and other relief on behalf of Splunk. The courts have stayed three of the six derivative actions pursuant to stipulation of the parties, and the parties have submitted a stipulation and proposed order staying one other derivative action. Under applicable laws, if and when the Merger is consummated, Splunk believes that the foregoing stockholder plaintiffs should lose their standing to pursue to the foregoing derivative claims on behalf of Splunk.

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

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two (2) or more Splunk Stockholders reside. Each Splunk Stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another Splunk Stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a Splunk Stockholder of record, you may contact us by writing to Splunk at 270 Brannan Street, San Francisco, California 94107, for the attention of Investor Relations or by calling Splunk at (415) 848-8400 and requesting to speak with our investor relations department. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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

Splunk Inc.

Splunk helps customers build a safer and more resilient digital world. We deliver innovative solutions that enable organizations to harness the value of their data to help keep their digital systems secure, available and performant. As organizations’ reliance on resilient systems continues to increase, it is critical that they keep pace with increasing complexity and potential vulnerabilities associated with these systems. Our solutions for security and observability empower Security Operations, IT Operations, and Development Operations teams to maintain resilient systems by monitoring and securing them more quickly and efficiently. We also believe our offerings empower operational transformation, helping customers move from reactive, non-scalable and ineffective approaches to proactive, automated, and machine learning-assisted processes that drive better outcomes even as the scale and complexity of their technology continue to grow. We believe that the increasing reliance on digital systems has made the resilience of these systems mission-critical for nearly every organization and the sustained ongoing importance of digital systems amidst the evolving threat landscape further elevates Splunk’s central role in enabling secure and reliable operations for our customers. We were incorporated in California in October 2003 and were reincorporated in Delaware in May 2006. Splunk common stock is listed on Nasdaq under the symbol “SPLK.”

Cisco Systems, Inc.

Parent designs and sells a broad range of technologies that power the Internet. Parent is integrating its product portfolios across networking, security, collaboration, applications and the cloud to create highly secure, intelligent platforms for our customers’ digital businesses. These platforms are designed to help Parent’s customers manage more users, devices and things connecting to their networks to enable Parent to provide customers with a highly secure, intelligent platform for their digital business. Parent conducts its business globally and manages its business by geography. Parent’s business is organized into the following three geographic segments: Americas; Europe, Middle East, and Africa; and Asia Pacific, Japan, and China.

Parent’s products and technologies are grouped into the following categories: Networking, Security, Collaboration, and Observability. In addition to Parent’s product offerings, Parent provides a broad range of service offerings, including technical support services and advanced services. Increasingly, Parent is delivering its technologies through software and services. Parent’s customers include businesses of all sizes, public institutions, governments, and service providers, including large webscale providers. These customers often look to Parent as a strategic partner to help them use information technology to differentiate themselves and drive positive business outcomes.

Parent was incorporated in California in 1984 and reincorporated in Delaware in 2021. Parent’s headquarters are in San Jose, California. Parent common stock is listed on Nasdaq under the symbol “CSCO.”

Spirit Merger Corp.

Merger Sub is a wholly owned subsidiary of Parent and was formed on September 14, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. It has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Splunk and the separate corporate existence of Merger Sub will cease, with Splunk continuing as the Surviving Corporation. As a result of the Merger, Splunk will become a wholly owned subsidiary of Parent, and Splunk common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, Splunk common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

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

At the Effective Time, 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 in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.

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

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

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 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.

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 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, each 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.

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.

In accordance with the terms of the Merger Agreement, on September 20, 2023, the Board of Directors adopted resolutions with respect to the Company ESPP, providing 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 Company Common Stock thereunder will be made on that day.

The Board of Directors and Splunk’s senior management team regularly review Splunk’s business, financial performance and strategic direction, outlook and growth prospects in light of industry and market developments. As part of this assessment, the Board of Directors and Splunk’s senior management regularly consider potential opportunities to strengthen Splunk’s business and enhance stockholder value, including by pursuing strategic opportunities such as acquisitions, dispositions, commercial partnerships or combinations with third parties. Consistent with their fiduciary duty to enhance stockholder value, the Board of Directors and management have always remained open to considering third-party interest in strategic transactions with Splunk as well.

On November 15, 2021, Doug Merritt, Splunk’s Chief Executive Officer, stepped down and Graham Smith, Chair of the Board of Directors, was appointed Interim Chief Executive Officer. Following this announcement, Splunk’s stock price declined from $167.82 per share on November 12, 2021, to $137.38 on November 15, 2021. Following such date and over the course of the ensuing several months, Splunk began its search for a permanent Chief Executive Officer.

On November 19, 2021, Chuck Robbins, Chair and Chief Executive Officer of Cisco, contacted Mr. Smith regarding Cisco’s potential interest in exploring a strategic combination with Splunk and inquired whether it would be possible to discuss the topic with Mr. Smith. On December 15, 2021, Mr. Smith spoke with Mr. Robbins and Mr. Robbins reiterated Cisco’s interest in a potential transaction involving Splunk. No terms, including price, with respect to any potential transaction were discussed.

On December 17, 2021, Splunk received an unsolicited non-binding indication of interest from Cisco to acquire Splunk for $165 to $175 per share in cash. Cisco’s indication of interest was subject to a number of conditions, including completion of its due diligence review of Splunk and finalization of definitive agreements for the proposed transaction. On December 21, 2021, Cisco supplemented its December 17th proposal with a letter to Splunk requesting access to certain key non-public diligence information regarding Splunk in order to allow Cisco to continue to evaluate its offer.

Over the ensuing several weeks, at Cisco’s request, representatives of Cisco and Splunk discussed publicly available information relating to Splunk’s business, operations and outlook. During this period of time, Splunk was also continuing its search for a permanent Chief Executive Officer and began to consider and work with Gary Steele as a candidate for this role.

On January 14, 2022, Splunk received a revised non-binding indication of interest from Cisco to acquire Splunk for $175 to $190 per share in cash, again subject to a number of conditions including completion of Cisco’s due diligence review of Splunk and finalization of definitive agreements for the proposed transaction.

On January 23, 2022, Cisco and Splunk entered into a customary confidentiality agreement (the “Confidentiality Agreement”) in order to facilitate their discussions and information sharing. The Confidentiality Agreement included a customary “standstill” provision but did not include a so-called “don’t ask, don’t waive” provision. Over the next several weeks, representatives of Cisco and Splunk continued to discuss Splunk’s business, operations and outlook. Also, in January 2022, the Board of Directors engaged Qatalyst Partners and another financial advisor to, among other things, assist Splunk in evaluating strategic alternatives for Splunk, including a possible sale of Splunk. Qatalyst Partners was selected by the Board of Directors based on its qualifications, expertise, reputation, and its knowledge of Splunk’s business and the industry in which it operates, to act as Splunk’s financial advisor.

On February 4, 2022, Splunk received a revised non-binding indication of interest from Cisco to acquire Splunk for $193 per share in cash, again subject to a number of conditions including completion of Cisco’s due diligence review of Splunk and finalization of definitive agreements for the proposed transaction.

On February 6, 2022, Mr. Smith spoke with Mr. Robbins by telephone and Mr. Smith verbally conveyed a counterproposal of $212 per share in cash.

Later that day, Cisco withdrew its indication of interest citing several key factors that would prevent Cisco from being able to move forward with a proposed transaction at the time, including the potential challenges of further exploring a transaction while Splunk was simultaneously finalizing its search for a permanent Chief Executive Officer and making other significant senior management changes.

Following such withdrawal, Splunk and Cisco ceased all transaction-related communications and information sharing and, on February 9, 2022, Splunk sent Cisco a request for return or destruction of confidential information received by Cisco pursuant to the Confidentiality Agreement. On February 24, 2022, representatives of Simpson Thacher & Bartlett LLP (“Simpson”), outside counsel to Cisco, certified the completion of such return and destruction on behalf of Cisco pursuant to the Confidentiality Agreement.

On February 11, 2022, various news outlets in the U.S. reported that Cisco and Splunk had been discussing a potential business combination transaction valuing Splunk at over $20 billion. Neither Cisco nor Splunk commented publicly on these news reports.

Throughout the remainder of 2022 and early 2023, Splunk announced several significant management changes. In March 2022, Splunk announced that Mr. Steele would join the company as its new President and Chief Executive Officer and that its President and Chief Growth Officer was resigning. In May 2022, Splunk announced that its President, Products and Technology, was resigning. In September 2022, Splunk announced that Tom Casey would join the company as its new Senior Vice President and General Manager, Platform and that its Senior Vice President and Chief Financial Officer was resigning. In October 2022, Splunk announced that Sharyl Givens would join the company as its new Chief People Officer. In November 2022, Splunk announced that it had completed its acquisition of TwinWave Security, a private cybersecurity company, and had appointed Mike Horn, TwinWave’s co-founder and Chief Executive Officer, as Splunk’s new Senior Vice President and General Manager of Security. In January 2023, Splunk announced that Brian Roberts would join the company as its new Senior Vice President and Chief Financial Officer. In addition, throughout 2022 and early 2023, Splunk also implemented a number of other personnel and organizational changes to improve efficiency and simplify and flatten Splunk’s management structure and organization.

In addition to management changes, Splunk lowered its outlook in 2022. On August 24, 2022, Splunk announced its second quarter of its fiscal year 2023 results adjusting down guidance for Splunk’s total annual recurring revenue from $3.9 billion to $3.65 billion and cloud annual recurring revenue from $2 billion to $1.8 billion.

Between December 17, 2021 (the date that Splunk received its first unsolicited indication of interest from Cisco) and April 4, 2023, the Nasdaq declined by 19%, the S&P Services and Software index declined by 25% and Splunk’s stock price declined by 15%.

On April 4, 2023, Scott Herren, Cisco’s Executive Vice President and Chief Financial Officer, contacted Mr. Steele to arrange a telephone call. On the call, Mr. Herren indicated that Cisco was impressed with the composition and performance of Splunk’s new management team and the business progress that Splunk had made since the parties ended transaction discussions in February 2022. Mr. Herren further indicated that Cisco was interested in reengaging with Splunk to explore a potential acquisition of the company if Splunk was open to such discussions. Mr. Steele indicated that he would discuss the matter with Splunk’s Board of Directors and let Mr. Herren know if the Board of Directors was willing to re-engage in potential transaction discussions. Following his call with Mr. Herren, Mr. Steele informed Mr. Smith, Chair of the Board of Directors of Splunk, of his call with Mr. Herren and also consulted with Morgan Stanley, Splunk’s long-standing financial advisor, on among other things, deal negotiations, business diligence matters, and potential next steps and responses to Mr. Herren.

On April 9, 2023, Messrs. Smith and Steele informed the rest of the Board of Directors about Cisco’s renewed interest in exploring a potential acquisition of Splunk and, on April 10, 2023, the Board of Directors convened a meeting to discuss the matter. Members of Splunk’s senior management team and a representative of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), outside counsel to Splunk, also attended the meeting. At the meeting, Mr. Steele described his recent conversation with Mr. Herren. A representative of Skadden then provided an overview of the directors’ fiduciary duties in connection with their evaluation of a potential sale of Splunk in general and Cisco’s interest in particular. The representative of Skadden emphasized the importance of the Board of Directors’ active involvement and oversight of any engagement with Cisco and other potential buyers, if any. Following a discussion of Splunk’s business outlook and key strategic initiatives, conditions in Splunk’s key businesses, the macro-economic environment in general, and the state of the capital markets, as well as Splunk’s prior engagement with Cisco the previous year, the Board of Directors authorized and instructed Splunk’s management team to engage with Cisco in order to determine whether there was a path to a transaction that would be in the best interests of Splunk Stockholders. Given the extent of the information that Splunk had previously shared with Cisco during the companies’ prior transaction discussions, the Board of Directors also authorized and instructed the management team to update Splunk’s long-term financial forecasts and share a similar level of confidential information with Cisco to ensure that any renewed discussions regarding a potential transaction would be informed by information that reflected Splunk’s then-current business, products, technology and financial outlook.

On April 11, 2023, Mr. Steele called Mr. Herren to inform him that the Splunk Board of Directors had authorized and instructed Mr. Steele and his management team to engage in preliminary discussions with Cisco regarding a potential transaction and, in furtherance thereof, to provide Cisco with confidential information on its business and operations in order to determine whether a potential transaction was in the best interests of Splunk Stockholders. Mr. Herren expressed Cisco’s appreciation and, on April 12, 2023, Mr. Herren sent Mr. Steele a list of preliminary information requests, including a request to meet certain members of Splunk’s senior management team. During the ensuing weeks, the parties discussed logistics for their preliminary meetings and Splunk assembled information in response to Cisco’s information requests.

On April 26, 2023, Cisco and Splunk entered into an amendment to the Confidentiality Agreement to extend the term thereof in order to facilitate their discussions and information sharing.

On April 27, 2023, representatives of Splunk and Cisco held an initial information sharing meeting to discuss Splunk’s business, operations and outlook.

On May 2, 2023, the Board of Directors convened a meeting to discuss the status of Splunk’s engagement with Cisco. Members of Splunk’s management team and a representative of Skadden also attended the meeting. Mr. Steele updated the Board of Directors on Splunk’s recent engagement with Cisco, including Cisco’s request for Splunk’s current financial forecasts. Messrs. Steele and Roberts noted that, consistent with the Board of Directors’ previous authorization and in anticipation of Cisco’s request for current financial forecasts, Splunk’s management team had prepared preliminary financial forecasts for Splunk’s 2024, 2025 and 2026 fiscal years (the “Interim Management Projections”). Mr. Roberts presented the Interim Management Projections and described the methodology and the

material assumptions the management team used to create the Interim Management Projections. The Board of Directors discussed the Interim Management Projections and authorized and instructed the management team to share them with Cisco. The Board of Directors then discussed the status of Splunk’s engagement with Cisco and remained supportive of continued discussions with Cisco in order to determine if Cisco would present Splunk with a compelling transaction proposal.

Between May 3, 2023 and June 19, 2023, representatives of Splunk and Cisco held several additional information sharing meetings to advance discussions on Splunk’s business, technology, operations and outlook. During these meetings, Splunk’s management team shared the Interim Management Projections with representatives of Cisco.

On June 19, 2023, Mr. Steele and Mr. Robbins met in person. During the meeting, Mr. Robbins expressed appreciation for Splunk’s recent business performance and the efforts of Splunk’s new management team. Mr. Robbins also indicated that Cisco would be sending Splunk a non-binding indication of interest to acquire Splunk for $130 per share in cash. Mr. Steele expressed his appreciation for Cisco’s interest and Mr. Robbins’ proposal and indicated that he would discuss the matter with the Board of Directors once Splunk had received Cisco’s written proposal.

On June 20, 2023, Splunk received a non-binding indication of interest from Cisco to acquire Splunk for $130 per share in cash, representing a premium of 20% to Splunk’s closing stock price of $108.02 on June 16, 2023.

On June 21, 2023, the Board of Directors convened a meeting to discuss the status of Splunk’s engagement with Cisco. Members of Splunk’s management team and representatives of Skadden also attended the meeting. Mr. Steele noted that Splunk had received a non-binding indication of interest from Cisco in which Cisco proposed to acquire Splunk for $130 per share in cash, a copy of which had been made available to the Board of Directors. Mr. Steele described the information sharing meetings that the Splunk management team had recently held with Cisco prior to receiving Cisco’s indication of interest and the information shared with Cisco, including the Interim Management Projections. The members of the Board of Directors discussed their initial reactions to Cisco’s proposal, which generally reflected the view that Cisco’s offer price was less attractive than Splunk’s standalone business plans and long-term value prospects. Given Splunk’s previous discussions with Cisco in 2021 and 2022, however, the Board of Directors concluded that Splunk should continue to engage with Cisco to determine whether Cisco could be encouraged to present a more compelling offer.

Due to the fact that Splunk had received an actual transaction proposal from Cisco at this time, the Board of Directors also discussed whether it would be prudent to establish a committee of the Board of Directors to allow for flexible and timely oversight and support of management in its discussions with Cisco under circumstances where it might not be practicable to frequently assemble the full Board of Directors. After discussion, the Board of Directors approved the formation of a committee (the “Transaction Committee”), comprised of Graham Smith, Kenneth Hao, David Tunnell and Rick Wallace, to facilitate the Board of Directors’ active involvement in Splunk’s discussions and consideration of strategic alternatives, including potential negotiations with Cisco (or any other party), but without authority to approve any transaction or the terms and conditions thereof. The Transaction Committee was not created to address any actual or perceived conflict of interest, and the members of the Transaction Committee were not paid any additional compensation for serving on the Transaction Committee. The Board of Directors also discussed the need to retain a financial advisor to conduct financial analyses of any proposal or proposed transaction (and the terms and conditions thereof), to assist Splunk in negotiations and to help the Board of Directors evaluate strategic alternatives. After discussion, the Board of Directors determined to engage Qatalyst Partners and Morgan Stanley based on their respective pre-existing relationships with Splunk, including Qatalyst Partners’ engagement during the discussions with Cisco in 2022 as well as its knowledge of Splunk and Morgan Stanley’s long-standing relationship advising Splunk since its initial public offering and ongoing strategic dialogue with Splunk, as well as their respective reputations, expertise and experience advising enterprise software companies in connection with transactions of a similar nature. The Board of Directors authorized and instructed the management team to negotiate the terms of these engagements, subject to review and approval of the Board of Directors or the Transaction Committee.

On June 27, 2023, the Transaction Committee met to consult with representatives of Qatalyst Partners and Morgan Stanley regarding Cisco’s acquisition proposal. Members of Splunk’s management team (including Mr. Steele) and representatives of Skadden also attended the meeting. Representatives of Qatalyst Partners and Morgan Stanley together reviewed their preliminary financial analyses of Cisco’s $130 per share acquisition proposal. After

considering the preliminary financial analyses presented by representatives of Qatalyst Partners and Morgan Stanley, the Transaction Committee concluded that Cisco’s $130 per share offer price was not compelling but that Splunk should continue to engage in discussions with Cisco to determine whether there was a path to a transaction that was in the best interests of Splunk and its stockholders.

At this meeting, the Transaction Committee also discussed whether Splunk should conduct a “market check” to determine if any other third parties might have interest in a strategic transaction with Splunk at this time. To determine whether the Transaction Committee should conduct a “market check,” representatives of Qatalyst Partners and Morgan Stanley together reviewed a list of third parties that might have strategic interest in a transaction with Splunk based on their respective business profiles and expressed strategic plans and initiatives, as well as an ability to execute a transaction with a company with a market capitalization as large as Splunk’s. Members of the Transaction Committee and Mr. Steele discussed each of the potential acquirors identified and determined, based on their business insights and the advice of Qatalyst Partners and Morgan Stanley, that none of these parties were likely to have interest in pursuing a strategic transaction with Splunk at this time or in the near future, given among other things, the size of the transaction, other strategic priorities of strategic buyers at the time that would prevent them from pursuing such large-scale M&A opportunities. Members of the Transaction Committee actively involved in private equity investing observed that financial sponsors were unlikely to have interest in a transaction with Splunk for a variety of reasons, including the size of the transaction, Splunk’s financial profile and the then-current market conditions for leveraged acquisition financing. The Transaction Committee also noted that Splunk had not received any inbound interest from third parties in a strategic transaction with Splunk following the above-mentioned press reports of Splunk’s strategic discussions with Cisco in 2022. After such discussions, including consideration of the potential downsides of a market check, the Transaction Committee determined not to initiate a market check at this time.

At the end of the meeting, members of the Transaction Committee and Mr. Steele discussed potential responses to Cisco with representatives of Qatalyst Partners and Morgan Stanley and the appropriate means by which to convey Splunk’s response. Following this discussion, members of Splunk’s management team (including Mr. Steele) departed the meeting so the Transaction Committee could meet in executive session with representatives of Qatalyst Partners, Morgan Stanley and Skadden.

On June 29, 2023, based on guidance and instruction from the Transaction Committee, Mr. Steele called Mr. Robbins to convey Splunk’s feedback on Cisco’s $130 per share acquisition proposal. Mr. Steele informed Mr. Robbins that Splunk’s Board of Directors and management team were confident in Splunk’s standalone business prospects and that Cisco’s proposed offer price of $130 per share did not reflect a price for Splunk that was more attractive than Splunk’s standalone business prospects and long-term value. Mr. Robbins acknowledged Splunk’s response and requested additional information on Splunk’s business, technology and financial outlook in order to help Cisco refine its financial model for a potential acquisition of Splunk, including potential synergies that might be unlocked by a strategic combination of the two companies. Mr. Steele suggested the companies’ financial advisors discuss the matter further.

On July 5, 2023, a representative of Tidal Partners LLC (“Tidal Partners”), Cisco’s financial advisor, spoke with a representative of Qatalyst Partners and informed that Cisco would consider making a revised offer to acquire Splunk but needed additional diligence information from Splunk in order to determine whether to do so, and if so, what revised offer price to propose. In particular, Cisco was interested in better understanding Splunk’s technology, products and platform. The Tidal Partners representative indicated that Cisco would send a supplemental information request list to Splunk in order to focus Splunk’s information gathering efforts in support of Cisco’s financial modeling work.

On July 10, 2023, the Transaction Committee convened a meeting to discuss the status of Splunk’s engagement with Cisco. Members of Splunk’s management team (including Mr. Steele) and representatives of Skadden, Qatalyst Partners and Morgan Stanley also attended the meeting. Mr. Steele updated the Transaction Committee on the management teams’ recent discussions with Cisco, including Mr. Steele’s conversation with Mr. Robbins and Cisco’s request to receive additional information to enable it to refine its business and financial analysis of a business combination with Splunk. While Mr. Robbins had not committed to revise Cisco’s offer price, he had requested the additional information to assess whether doing so was feasible. The Transaction Committee supported Splunk’s efforts to compile and share the supplemental information that Cisco had requested and authorized and instructed Splunk to do so. Following this discussion, members of Splunk’s management team (including Mr. Steele) departed the meeting so the Transaction Committee could meet in executive session with representatives of Qatalyst Partners, Morgan Stanley and Skadden. After some discussion, representatives of Qatalyst Partners and Morgan Stanley also

departed the meeting so that the members of the Transaction Committee could discuss the terms of Qatalyst Partners’ and Morgan Stanley’s engagement, including the respective relationship disclosure letters previously provided by each of Qatalyst Partners and Morgan Stanley to the Board of Directors. After discussion, the Transaction Committee determined to authorize and instruct Splunk to formally engage both Qatalyst Partners and Morgan Stanley on the terms discussed, subject to completion of certain engagement details.

Following review and approval by the Transaction Committee of the negotiated engagement letters with each of Qatalyst Partners and Morgan Stanley, Splunk entered into a formal engagement letter with Qatalyst Partners on August 3, 2023, and a formal engagement letter with Morgan Stanley on August 16, 2023.

Between July 21, 2023, and August 3, 2023, representatives of Cisco and Splunk met in person several times to discuss, among other matters, Splunk’s business, technology, products and platform, as well as potential synergies that could be achieved through a combination of the two companies.

On July 31, 2023, Splunk completed the second quarter of its fiscal year 2024. Following the completion of the quarter, Splunk’s management team (1) refined its preliminary projections of Splunk’s fiscal year 2024 financial results as included in the Interim Management Projections based, in part, on the full year outlook implied by the second quarter results (as updated, including certain projections of Splunk’s financial results for fiscal years 2027 through 2034 prepared by Splunk’s management by extrapolating from the foregoing financial projections, the “Updated Interim Management Projections”) and (2) prepared two additional sets of alternative long-term financial projections in order to give the Board of Directors a broader perspective on possible alternative financial outcomes if macroeconomic factors impacted near-term growth and if growth rates slowed more rapidly over time (the “Sensitivity Cases”). Splunk’s management team also discussed its second quarter financial results with representatives of Cisco to explain the management team’s views on the implications of these results for Splunk’s full fiscal year 2024 estimates. Following this meeting, Splunk shared a revised fiscal year 2024 forecast with Cisco.

Following this further refinement, Splunk publicly reported its second quarter financial results on August 23, 2023. The earnings announcement reported that Splunk’s (1) total annual recurring revenue was $3.858 billion, up 16% year-over-year; (2) total revenues were $911 million, with cloud revenue growing 29% to $445 million; (3) GAAP operating expenses declined 2% year-over-year; (4) non-GAAP operating expenses declined 3% year-over-year; (5) trailing twelve-month operating cash flow was $827 million, up 247% year-over-year; (6) trailing twelve-month free cash flow was $805 million, up 273% year-over-year; and (7) number of customers with total ARR greater than $1 million was 834, an increase of 111 year-over-year. Following the earnings announcement, Splunk’s closing stock price increased from $99.93, as of the close of trading on the day of the earnings announcement, to $112.83, as of the close of trading on the day after the earnings announcement.

On August 25, 2023, Splunk received a revised non-binding indication of interest from Cisco to acquire Splunk for $142 per share in cash, representing a premium of 26% to Splunk’s closing stock price of $112.83 on August 24, 2023.

On August 27, 2023, the Transaction Committee convened a meeting to discuss the status of Splunk’s engagement with Cisco. Members of Splunk’s management team (including Mr. Steele) and representatives of Skadden, Qatalyst Partners and Morgan Stanley also attended the meeting. At the request of the Board of Directors, representatives of Qatalyst Partners and Morgan Stanley together reviewed their preliminary financial analyses of Cisco’s $142 per share acquisition proposal based on publicly available information and Splunk’s management team’s Updated Interim Management Projections and Sensitivity Cases. The Transaction Committee considered and discussed the preliminary financial analyses and concluded that Cisco’s revised offer price of $142 per share continued to undervalue Splunk and was less attractive than Splunk’s standalone business and long-term value prospects. After discussion, the Transaction Committee authorized and instructed Qatalyst Partners, on behalf of Splunk, to deliver to Tidal Partners, on behalf of Cisco, a counterproposal for Cisco to acquire Splunk for $168 per share in cash. Following this discussion, members of Splunk’s management team (including Mr. Steele) departed the meeting so the Transaction Committee could meet in executive session with representatives of Qatalyst Partners, Morgan Stanley and Skadden.

Later that day, a representative of Qatalyst Partners verbally presented the counterproposal of $168 per share in cash to a representative of Tidal Partners.

On August 28, 2023, a representative of Tidal Partners called a representative of Qatalyst Partners and verbally conveyed a revised proposal by Cisco to acquire Splunk for $146 per share in cash, reflecting a premium of 25% to Splunk’s closing stock price of $117.15 on August 28, 2023.

On August 29, 2023, the Transaction Committee convened a meeting to discuss Cisco’s latest acquisition proposal as conveyed by Tidal Partners. Members of Splunk’s management team (including Mr. Steele) and representatives of Skadden, Qatalyst Partners and Morgan Stanley also attended the meeting. Representatives of Qatalyst Partners and Morgan Stanley together reviewed the verbal counterproposal for Cisco to acquire Splunk for $146 per share in cash that Tidal Partners had conveyed the previous day and representatives of Qatalyst Partners and Morgan Stanley together reviewed, at the request of the Board of Directors, their preliminary financial analyses of the proposal based on publicly available information and the Updated Interim Management Projections and Sensitivity Cases. A representative of Skadden also gave the Transaction Committee a preliminary assessment of the regulatory considerations of the proposed transaction and reviewed the directors’ fiduciary duties in connection with their evaluation of a potential sale of Splunk in general and Cisco’s interest in particular. The Transaction Committee considered and discussed the preliminary financial analyses and concluded that Cisco’s revised offer price of $146 per share continued to undervalue Splunk and was less attractive than Splunk’s standalone business and long-term value prospects. After discussion, the Transaction Committee authorized and instructed Qatalyst Partners to deliver a counterproposal to Tidal Partners of $160 per share in cash. Following this discussion, members of Splunk’s management team (including Mr. Steele) departed the meeting so the Transaction Committee could meet in executive session with Splunk’s outside financial and legal advisors. Later the same day, a representative of Qatalyst Partners called a representative of Tidal Partners to convey that the Transaction Committee would be prepared to accept (and recommend to the full Board of Directors to accept) a revised offer to acquire Splunk at a transaction price of $160 per share in cash.

On August 30, 2023, a representative of Tidal Partners called a representative of Qatalyst Partners to convey that Mr. Robbins intended to call Mr. Steele to discuss Cisco’s perspective on the latest price negotiations and Cisco’s assessment of an appropriate valuation of Splunk. Later that day, Mr. Robbins called Mr. Steele to discuss the proposed transaction. During the call, Mr. Robbins presented a revised proposal for Cisco to acquire Splunk for $152 per share in cash, reflecting a premium of 26% to Splunk’s closing stock price of $120.28 on August 30, 2023.

Later that day, the Transaction Committee convened a meeting to discuss Cisco’s latest acquisition proposal. Members of Splunk’s management team (including Mr. Steele) and representatives of Skadden, Qatalyst Partners and Morgan Stanley also attended the meeting. At the meeting, representatives of Qatalyst Partners and Morgan Stanley together reviewed their preliminary financial analyses with respect to Cisco’s latest proposal to acquire Splunk for $152 per share in cash based on publicly available information and the Updated Interim Management Projections and Sensitivity Cases. Following the discussion, the Transaction Committee authorized and instructed Mr. Steele to inform Mr. Robbins that the Transaction Committee would be prepared to support (and would recommend to the full Board of Directors to accept) a transaction price of $158 per share in cash. The Transaction Committee agreed to reconvene following Mr. Steele’s conversation with Mr. Robbins. Following this discussion, members of Splunk’s management team (including Mr. Steele) departed the meeting so the Transaction Committee could meet in executive session with Splunk’s outside financial and legal advisors.

Later that same day, Mr. Steele called Mr. Robbins and Mr. Steele indicated that the Transaction Committee was prepared to accept (and recommend to the full Board of Directors to accept) a transaction price of $158 per share in cash.

Later that evening, a representative of Tidal Partners called a representative of Qatalyst Partners to preview that Mr. Robbins would again call Mr. Steele to convey another revised verbal proposal to acquire Splunk. Mr. Robbins called Mr. Steele by telephone that evening and indicated that Cisco would be prepared to acquire Splunk for $156 per share in cash, reflecting a premium of 30% of Splunk’s closing stock price on August 30, 2023 of $120.28.

Following this conversation, the Transaction Committee convened another meeting on August 30, 2023. Members of Splunk’s management team (including Mr. Steele) and representatives of Skadden, Qatalyst Partners and Morgan Stanley also attended the meeting. Representatives of Qatalyst Partners and Morgan Stanley together reviewed their preliminary financial analyses of Cisco’s latest proposal to acquire Splunk for $156 per share in cash based on publicly available information and the Updated Interim Management Projections and Sensitivity Cases. Following discussion, subject to the authorization of the Board of Directors, the Transaction Committee authorized and

instructed Mr. Steele to finalize negotiations with Cisco at the highest price Mr. Steele could obtain from Cisco. Following this discussion, members of Splunk’s management team (including Mr. Steele) departed the meeting so the Transaction Committee could meet in executive session with Splunk’s outside financial and legal advisors.

On August 31, 2023, Mr. Steele called Mr. Robbins and Mr. Robbins made a verbal offer for Cisco to acquire Splunk for $157 per share in cash, reflecting a premium of 29% to Splunk’s closing stock price of $121.26 on August 31, 2023, subject to Splunk’s acceptance of a customary exclusivity agreement.

Later that day, Splunk received a revised non-binding indication of interest from Cisco to acquire Splunk for $157 per share in cash and a copy of a proposed exclusivity agreement (the “Exclusivity Agreement”) providing Cisco with the exclusive right to negotiate with Splunk for a period of 30 days following execution of the Exclusivity Agreement.

On September 1, 2023, the Board of Directors convened a meeting to consider Cisco’s proposal to acquire Splunk for $157 per share in cash. Members of Splunk’s management team and representatives of Skadden, Qatalyst Partners and Morgan Stanley also attended the meeting. Mr. Steele updated the Board of Directors on the discussions with Cisco since the last meeting of the full Board of Directors, including the details of Cisco’s latest proposal to acquire Splunk for $157 per share in cash and Mr. Smith provided a summary of the work the Transaction Committee had completed in evaluating and overseeing the negotiation process, due diligence and other transaction-related matters. Representatives of Qatalyst Partners and Morgan Stanley together reviewed their preliminary financial analyses of Cisco’s proposal based on publicly available information and the Updated Interim Management Projections and Sensitivity Cases. A representative of Skadden then provided an overview of the directors’ fiduciary duties in connection with their evaluation of a potential sale of Splunk in general and Cisco’s interest in particular. In light of Cisco’s request for exclusive negotiations and the passage of time since the Board of Directors considered the issue in June 2023, the Board of Directors also revisited whether to conduct a market check prior to entering into the Exclusivity Agreement with Cisco in order to determine whether any other third parties might have interest in a strategic transaction with Splunk at this time. Members of the Transaction Committee confirmed that they had discussed the advisability of conducting a market check at various times during negotiations with Cisco and determined not to initiate a market check for the reasons discussed by the Board of Directors in June 2023. After considering the issues previously discussed by the Board of Directors in June 2023, the transaction price being proposed by Cisco and the state of Splunk’s business and financial outlook, the Board of Directors determined that a market check was unlikely to yield additional interest in a transaction with Splunk at this time. Following discussion of the foregoing matters, the Board of Directors authorized and instructed Splunk to commence negotiation of definitive transaction agreements and documentation with Cisco at a transaction price of $157 per share in cash and to enter into an exclusivity agreement with Cisco to enable the parties to negotiate such definitive agreements and to enable Cisco to complete its confirmatory due diligence review of Splunk. Following this discussion, members of Splunk’s management team (including Mr. Steele) departed the meeting so the Board of Directors could meet in executive session with Splunk’s outside financial and legal advisors.

On September 2, 2023, Splunk and Cisco entered into the Exclusivity Agreement and commenced confirmatory due diligence and negotiation of definitive agreements for the proposed transaction.

On September 5, 2023, Mr. Robbins called Mr. Steele to reiterate his enthusiasm for the proposed transaction and his commitment to completing confirmatory due diligence and negotiation of definitive agreements as expeditiously as possible. In addition, Mr. Robbins shared Cisco’s desired targeted announcement date of September 21, 2023 and preliminary expectations for the communications roll-out following the public announcement of a the proposed transaction.

On September 6, 2023, Simpson sent to Skadden an initial draft of the merger agreement for the proposed transaction. Such merger agreement indicated that Cisco would seek to negotiate and finalize voting agreements with certain key Splunk stockholders as a condition to entering into the merger agreement with Splunk.

Over the course of the ensuing period of time until the parties entered into the merger agreement on September 20, 2023, Cisco and its advisors continued their confirmatory due diligence review of Splunk and representatives of Splunk, Cisco, Skadden and Simpson negotiated the terms of the merger agreement and other definitive documentation for the proposed transaction.

On September 7, 2023, a representative of Simpson called a representative of Skadden seeking permission for Cisco to commence discussions with Mr. Steele and potentially other key senior executives of Splunk regarding their

respective roles with Cisco following the completion of the proposed transaction. The representative of Simpson conveyed Cisco’s view that Mr. Steele and potentially other key senior executives were critical to Cisco’s willingness to proceed with the proposed transaction, so Cisco was conditioning its willingness to enter a definitive transaction agreement with Splunk on the completion of an employment agreement with Mr. Steele and potentially other key executives to be determined after further discussion (all of which would only become effective upon the completion of the proposed transaction). Mr. Steele and the Transaction Committee discussed this request and determined to authorize Cisco to discuss Mr. Steele’s role at Cisco but not his compensation at this time, and Mr. Steele agreed to abide by the parameters of this conditional authorization until the Transaction Committee authorized compensation related discussions. The Transaction Committee also authorized and instructed Mr. Steele to provide oversight of Cisco’s engagement with other key senior executives of Splunk to ensure such engagement did not affect, interfere with or disrupt ongoing negotiations with Cisco regarding the transaction in general. A representative of Skadden conveyed the Transaction Committee’s conditional authorization to Simpson. Thereafter, Mr. Steele had numerous discussions with Cisco regarding his role at Cisco following the completion of the proposed transaction but compensation matters were not discussed. During this period of time, Mr. Steele also discussed with representatives of Cisco the potential role various other senior Splunk executives may have with following the completion of the transaction. Following those discussions, it was agreed that Cisco would only seek to negotiate and finalize employment agreements with two other senior Splunk executives as a condition to entering into a definitive transaction agreement with Splunk.

On September 10, 2023, a representative of Simpson sent a draft of a voting agreement to representatives of Skadden, pursuant to which H&F would be required, among other things, to vote their shares of Common Stock in favor of adoption of the merger agreement and the merger, and against any competing transaction, so long as the merger agreement remained in effect. Over the course of the ensuing period of time until the parties entered into the merger agreement on September 20, 2023, representatives of Kirkland & Ellis LLP, outside counsel to H&F, Simpson and Skadden negotiated and finalized the terms of the voting agreement.

On September 13, 2023, the Board of Directors and the standing committees thereof held previously scheduled meetings. During these meetings, the Board of Directors and the Talent and Compensation Committee thereof discussed the status of negotiations with Cisco and its advisors and provided guidance and instruction on various transaction related issues under negotiation with Cisco, including the terms of a potential employee retention scheme.

Following this meeting of the Board of Directors, Splunk’s management team and Skadden negotiated the final terms of the definitive agreement for the proposed transaction with Cisco and Simpson. The Transaction Committee provided guidance and instruction to management and Skadden throughout these negotiations, meeting on September 17, 18 and 19, 2023 to discuss the status and terms of such negotiations.

In addition, following the September 13 meeting of the Board of Directors, Cisco also began discussions and negotiations with Mr. Steele, Mr. Casey and Christian Smith, Splunk’s Senior Vice President and Chief Revenue Officer, regarding their employment with Cisco. On or around September 14, 2023, Cisco requested permission to propose and negotiate full terms of the senior executives’ employment agreements, including compensation-related items. After discussion and consideration of the progress of Splunk’s negotiations on the overall transaction with Cisco, the Transaction Committee authorized Mr. Steele, Mr. Casey and Mr. Smith to negotiate their employment with Cisco, including compensation-related items. Thereafter, all three executives and their personal legal counsel negotiated the terms of their respective employment agreements with Cisco and Simpson.

On September 20, 2023, the Board of Directors convened a meeting to discuss the fully negotiated terms of the definitive agreement for the proposed transaction with Cisco. Members of Splunk’s management team and representatives of Skadden, Qatalyst Partners and Morgan Stanley also attended the meeting. Representatives of Qatalyst Partners reviewed with the Board of Directors its financial analyses of the merger consideration of $157 per share of Splunk common stock. Subsequently, a representative of Morgan Stanley presented Morgan Stanley’s financial analyses of the proposed transaction. A representative of Skadden then presented a detailed outline of the fully negotiated definitive merger agreement and related documentation for the proposed transaction. The Board of Directors was then presented with a summary of the terms of the proposed employment arrangements with Mr. Steele, Mr. Casey and Mr. Smith. After discussion among the Board of Directors and representatives of Qatalyst Partners, Morgan Stanley and Skadden, (1) a representative of Qatalyst Partners delivered Qatalyst Partners’ oral opinion, subsequently confirmed in writing, dated September 20, 2023, to the Board of Directors that, as of such date and based upon and subject to the various limitations, qualifications and conditions set forth in the Qatalyst Partners’ written opinion, the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms

of the Merger Agreement by Splunk Stockholders (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such Splunk Stockholders (for more information, see the section of this proxy statement captioned “The Merger—Opinions of Qatalyst Partners LP and Morgan Stanley & Co. LLC”), and (2) a representative of Morgan Stanley delivered Morgan Stanley’s oral opinion to the Board of Directors, subsequently confirmed in writing, that, as of September 20, 2023, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth in the written opinion, the Per Share Merger Consideration to be received pursuant to the Merger Agreement by Splunk Stockholders (other than the holders of the Excluded Shares) was fair, from a financial point of view, to such Splunk Stockholders (for more information, see the section of this proxy statement captioned “The Merger—Opinions of Qatalyst Partners LP and Morgan Stanley & Co. LLC”). After additional discussions of the proposed transaction and the financial analyses and opinions and the terms of the transaction documentation summarized for the Board of Directors at the meeting, the Board of Directors, among other related matters, unanimously (1) determined that it was in the best interests of Splunk and Splunk Stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (2) approved the Merger Agreement, the Merger, the other transactions contemplated by the Merger Agreement, the execution and delivery of the Merger Agreement by Splunk, the performance by Splunk of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; and (3) resolved to recommend that Splunk Stockholders adopt the Merger Agreement in accordance with the DGCL.

Later in the day on September 20, 2023, Cisco and Splunk executed and delivered the Merger Agreement and Cisco, Splunk and H&F executed and delivered the Voting and Support Agreement.

Early in the morning on September 21, 2023, the parties issued a press release publicly announcing the proposed transaction.

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

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

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

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

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

The Company retained Qatalyst Partners LP (“Qatalyst Partners”) to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Splunk Stockholders (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. The Company selected Qatalyst Partners to act as the Company’s financial advisor based on Qatalyst Partners’ long-standing relationship with the Company as well as Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of the Company and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Board of Directors on September 20, 2023, Qatalyst Partners rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations, and other matters set forth therein, the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Splunk Stockholders (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated September 20, 2023, to the Board of Directors following the meeting of the Board of Directors.

The full text of Qatalyst Partners’ written opinion, dated September 20, 2023, is attached hereto as Annex C-1 and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations and qualifications of the review undertaken by

Qatalyst Partners in rendering its opinion. Splunk Stockholders should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board of Directors and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Splunk Stockholders (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation as to how any holder of shares of Splunk common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which Splunk common stock will trade or otherwise be transferable at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex C-1.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement dated September 20, 2023, certain related documents and certain publicly available financial statements, and other business and financial information of the Company. Qatalyst also reviewed certain forward-looking information relating to the Company prepared by the management of the Company, including the Baseline Management Projections, the Sensitivity 1 Projections and the Sensitivity 2 Projections (which we refer to, together, as the “Management Projections”), each as described in more detail in “—Management Projections—Summary of Management Projections.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of the Company with senior management of the Company. Qatalyst Partners also reviewed the historical market prices and trading activity for Splunk common stock and compared the financial performance of the Company and the prices and trading activity of Splunk common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions, participated in certain discussions and negotiations among representatives of the Company, Parent and their financial and legal advisors, and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

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

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of the Company to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received pursuant to, and in accordance with,

the terms of the Merger Agreement by the Splunk Stockholders (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of the Company or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated September 20, 2023. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Management Projections and the third-party research analyst consensus estimates of the future financial performance of the Company as of September 19, 2023 (which we refer to as the “Street Estimates”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Splunk common stock as of July 31, 2023 (which is the end of the Company’s most recent completed fiscal quarter and most recent publicly available balance sheet date), with respect to each of the Baseline Management Projections, the Sensitivity 1 Projections and the Sensitivity 2 Projections, by:

Based on the calculations set forth above, this analysis implied a range of values for Splunk common stock as follows:

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

Based upon third-party research analyst consensus estimates as of September 19, 2023, and using the closing prices as of September 19, 2023, for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by (i) the consensus revenue estimates for calendar year 2024 (which are referred to as the “CY24E revenue multiples”) and (ii) the consensus levered free cash flow estimates for calendar year 2024 (which are referred to as the “CY24E LFCF multiples”), for each of the selected companies, as shown below:

Based on an analysis of the CY2024E revenue multiples for the selected companies, Qatalyst Partners selected a representative multiple range of 4.0x to 7.0x. Qatalyst Partners then applied this range to the Company’s revenue estimates for fiscal year 2025, based on each of the Baseline Management Projections, the Management Sensitivities and the Street Estimates. For purposes of this analysis, Qatalyst Partners used the Company’s fiscal year ending January 31, 2025, as a proxy for calendar year 2024.

Based on an analysis of the CY2024E LFCF multiples for the selected companies, Qatalyst Partners selected a representative multiple range of 15.0x to 27.0x. Qatalyst Partners then applied this range to the Company’s levered free cash flow estimates for fiscal year 2025, based on each of the Baseline Management Projections, the Management Sensitivities and the Street Estimates. For purposes of this analysis, Qatalyst Partners used the Company’s fiscal year ending January 31, 2025, as a proxy for calendar year 2024.

Based on the fully diluted shares of Splunk common stock outstanding as of September 18, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), this analysis implied a range of values for Splunk common stock as follows:

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

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

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

Based on the analysis of the NTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 4.5x to 8.0x, then applied this range to the Company’s next-twelve months’ revenue estimates (calculated as the four quarters ending on July 31, 2024) based on the Street Estimates. Based on the fully diluted shares of Splunk common stock outstanding as of September 18, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for Splunk common stock of approximately $97.37 to $178.26 per share.

Based on the analysis of the NTM EBITDA multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 18.0x to 34.0x, then applied this range to the Company’s next-twelve-months’ EBITDA estimates (calculated as the four quarters ending on July 31, 2024) based on the Street Estimates. Based on the fully diluted shares of Splunk common stock outstanding as of September 18, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for Splunk common stock of approximately $88.22 to $172.96 per share.

Based on the analysis of the NTM LFCF multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 20.0x to 32.0x, then applied this range to the Company’s next-twelve-months’ leveraged free cash flow estimates (calculated as the four quarters ending on July 31, 2024) based on the Street Estimates. Based on the fully diluted shares of Splunk common stock outstanding as of September 18, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for Splunk common stock of approximately $107.27 to $171.63 per share.

No company or transaction utilized in the selected transactions analysis is identical to the Company or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s control, such as the impact of competition on the Company’s business or the industry

generally, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

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

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

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

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst may at any time hold long or short positions and may trade or otherwise effect transactions in debt or equity securities or loans of the Company, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and the Company or Parent pursuant to which compensation was received by Qatalyst Partners or its affiliates. Qatalyst Partners and/or its affiliates may provide investment banking and other financial services to the Company, or Parent and their respective affiliates for which Qatalyst would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided the Company with financial advisory services in connection with the Merger for which it will be paid an amount currently estimated at approximately $68.0 million, $7.5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the closing of the Merger. The Company has also agreed to reimburse Qatalyst Partners for certain expenses incurred in performing its services. The Company has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person

controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Splunk retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of Splunk. The Board of Directors selected Morgan Stanley to act as its financial advisor based on, among other things, Morgan Stanley’s qualifications, reputation, experience and expertise, its knowledge of and involvement in recent transactions in Splunk’s industry, and its knowledge of Splunk’s business and affairs since it served as a lead underwriter on various Splunk capital markets transactions, including its initial public offering. At the meeting of the Board of Directors on September 20, 2023, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of September 20, 2023, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth in its written opinion, the Per Share Merger Consideration to be received pursuant to the Merger Agreement by the holders of shares of Splunk common stock (other than the holders of the Excluded Shares) was fair, from a financial point of view, to such holders of shares of Splunk common stock.

The full text of the written opinion of Morgan Stanley, dated as of September 20, 2023, which sets forth, among other things, the various limitations, qualifications, assumptions and other matters, is attached to this proxy statement as Annex C-2 and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the written opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was rendered to the Board of Directors, in its capacity as such, and addresses only the fairness, from a financial point of view, of the Per Share Merger Consideration to be received pursuant to the Merger Agreement by the holders of shares of Splunk common stock (other than the holders of the Excluded Shares) as of the date of the opinion and does not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or a recommendation as to how Splunk Stockholders should vote at the Special Meeting to be held in connection with the Merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Splunk, and formed a substantial basis for its opinion. With respect to the financial projections, Morgan

Stanley assumed that they had been reasonably prepared on a bases reflecting the best currently available estimates and judgments of Splunk’s management and of the future financial performance of Splunk. Morgan Stanley expressed no view as to such financial projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger would be consummated in accordance with the terms set forth in the draft of the Merger Agreement dated as of September 20, 2023, without any waiver, amendment or delay of any terms or conditions, including among other things, that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Splunk and its legal, tax or regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Splunk’s officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be received by the holders of shares of Splunk common stock (other than the holders of the Excluded Shares). Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Splunk, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, September 20, 2023. Events occurring after September 20, 2023, may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion as of September 20, 2023, subsequently confirmed in writing as of such date to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Board of Directors to rely upon, among other matters, certain financial projections provided by Splunk’s management and referred to below as (1) Baseline Management Projections, (2) Sensitivity 1 Projections, and (3) Sensitivity 2 Projections (collectively, the “Management Projections”). The Management Projections are more fully described below in the section of this proxy statement captioned “—Summary of Management Projections.” For purposes of the financial analyses summarized below, the term “Sensitivity Projections” refers to both Sensitivity 1 Projections and Sensitivity 2 Projections and is used where the results of such analyses under either case were the same. In addition, certain unaudited projections of Splunk’s financial results based on publicly available estimates of Morgan Stanley Research, as well as certain related extrapolations prepared by Morgan Stanley (the “Research Case”) were approved by Splunk’s management for inclusion in Morgan Stanley’s presentation to the Board of Directors on September 20, 2023. The Research Case was not considered part of Morgan Stanley’s financial analyses with respect to its opinion, but was included for reference purposes only in Morgan Stanley’s presentation to the Board of Directors and are summarized below. For purposes of Morgan Stanley’s financial analyses presented to the Board of Directors on September 20, 2023, and this section Splunk’s fiscal years are represented as calendar years, with each calendar year representing Splunk’s fiscal year ending on January 31 of the subsequent calendar year, such that, for example, a reference to Splunk’s estimated financial results for the calendar year 2023 would refer to Splunk’s estimated financial results for its fiscal year ending on January 31, 2024. In accordance with direction from the Board of Directors, Morgan Stanley utilized the Management Projections in its financial analyses described below.

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Splunk with comparable publicly available consensus equity analyst research estimates as of September 19, 2023, for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (the “comparable companies”).

Morgan Stanley analyzed (1) the ratio of price (“P”) for each of the comparable companies to estimated levered free cash flow (“LFCF”) for calendar year 2024 and (2) the ratio of aggregate value (“AV”) for each of the comparable companies utilizing publicly available financial information as of September 19, 2023, to estimated revenue for calendar year 2024. Morgan Stanley refers to these ratios as “AV/CY2024E Revenue Multiple” and “P/CY2024E LFCF Multiple,” respectively. For purposes of its analyses, Morgan Stanley defined (a) “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents and equity investments, (b) “levered free cash flow” as a company’s operating cash flow, less capital expenditures and (c) “price” as a company’s closing stock trading price on September 19, 2023.

The following is a list of the selected comparable companies reviewed, together with the applicable P/CY2024E LFCF Multiple:

The following is a list of the selected comparable companies reviewed, together with the applicable AV/CY2024E Revenue Multiple:

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/CY2024E Revenue Multiple of 4.0x-6.0x and P/CY2024E LFCF Multiple of 15.0x-25.0x and applied these respective ranges to Splunk’s estimated revenue and estimated levered free cash flow for calendar year 2024 based on each of the Research Case and the Management Projections, respectively.

Based on the outstanding shares of Splunk common stock on a fully diluted basis as of September 18, 2023, and cash and debt balances as of July 31, 2023, each as provided by Splunk’s management, and certain adjustments to the debt balance based on (i) maturity and subsequent repayment out of cash of Splunk’s 0.50% Convertible Senior Notes due 2023, (ii) make-whole costs associated with the remaining outstanding convertible notes, and (iii) estimated unwind values related to the treatment of Splunk’s outstanding Capped Call Transactions prepared by Morgan Stanley and reviewed and approved for Morgan Stanley’s use by Splunk’s management, Morgan Stanley calculated the estimated implied value per share of Splunk common stock as follows:

No company utilized in the public trading comparables analysis is identical to Splunk. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Splunk’s control. These include, among other things, the impact of competition on Splunk’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Splunk and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the potential future equity value of a company as a function of such company’s estimated future revenue

and a range of trading multiples. The resulting estimated future implied equity value is subsequently discounted to arrive at an illustrative estimate of the implied present value for the company’s theoretical future implied stock price. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Splunk common stock on a standalone basis for each of the Research Case and the Management Projections, respectively.

To calculate these discounted fully diluted equity values, Morgan Stanley utilized calendar year 2026 revenue estimates under each of the Research Case and the Management Projections, respectively. Based upon the application of its professional judgment and experience, Morgan Stanley applied a forward range of price to estimated levered free cash flow multiples (based on such multiples for the comparable companies) and aggregate value to estimated revenue multiples (based on such multiples for the comparable companies) to these levered free cash flow and revenue estimates, respectively, in order to reach a future-implied fully diluted aggregate value and equity value, respectively. For each of the Research Case and the Management Projections, Morgan Stanley applied a price to estimated levered free cash flow multiple range of 15.0x to 25.0x and an aggregate value to estimated revenue multiple range of 4.0x to 6.0x, each to generate an undiscounted implied future fully diluted equity value.

In each case, Morgan Stanley then discounted the resulting implied future fully diluted equity value to September 19, 2023, at a discount rate of 12.9 percent, which rate was selected by Morgan Stanley based on Splunk’s estimated cost of equity, estimated using the capital asset pricing model method and utilizing a 6 percent market risk premium, a risk-free rate of 4.3 percent based on the 10-year U.S. Treasury yield as of September 19, 2023, and a 1.43 predicted beta per Barra. The results of this analysis are listed below:

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for Splunk common stock based on a discounted cash flow analysis to value Splunk as a standalone public company. Morgan Stanley utilized estimates from the Management Projections for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as non-GAAP adjusted earnings before interest, taxes, depreciation and amortization (unburdened by stock-based compensation), (i) less taxes, (ii) less stock-based compensation expense, (iii) less capital expenditures, (iv) less capitalized deferred commissions, (v) plus amortization of deferred commissions, (vi) plus or minus changes in deferred revenue, and (vii) plus or minus changes in net working capital, for calendar years 2023 through 2033, which estimated unlevered free cash flow were provided for Morgan Stanley’s use by Splunk’s management. The free cash flow and terminal value were discounted to present values as of September 19, 2023, at a discount rate ranging from 11.6 percent to 13.5 percent. These discount rates were selected, upon the application of Morgan Stanley’s professional judgment and

experience, to reflect Splunk’s estimated weighted average cost of capital. To calculate terminal values, Morgan Stanley utilized perpetual growth rates of 3.0 percent to 5.0 percent as part of its analyses, with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. The resulting aggregate value was then adjusted for net debt.

Based on the outstanding shares of Splunk common stock on a fully diluted basis as provided by Splunk’s management as of September 18, 2023, Morgan Stanley calculated the estimated implied value per share of Splunk common stock as follows:

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms. Morgan Stanley compared publicly available statistics for selected technology transactions by reviewing technology company transactions larger than $5 billion in aggregate value since 2011 (the “Selected Technology Transactions”). Morgan Stanley selected such comparable transactions based on its professional judgment and experience, including because they shared certain characteristics with the Merger, most notably because they were similar technology transactions since 2011. For such transactions, Morgan Stanley noted the multiple of aggregate value of the transaction to the estimated next 12 months’ (“NTM”) revenue and the multiple of the transaction price to the NTM levered free cash flow, in each case, based on publicly available information at the time of announcement or at the unaffected date of each such transaction.

The following is a list of the selected technology transactions reviewed, together with the applicable multiples: