PDCO Patterson Companies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

PATTERSON COMPANIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(651) 681-1600

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of Patterson Companies, Inc., a Minnesota corporation (“Patterson,” the “Company,” “we” or “us”), to be held on [●], 2025, at 10:00 a.m., Central Time, at our corporate headquarters located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120.

At the special meeting, you will be asked to consider and vote on three matters:

If the Merger is completed, you will be entitled to receive $31.35 in cash, without interest and subject to all applicable withholding taxes, for each share of Patterson common stock (the “Merger Consideration”) you own (unless you do not vote in favor of the proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Merger Proposal”), and otherwise comply with Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act (“MBCA”), in which case you will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473 of the MBCA)).

The Merger Consideration represents a premium of approximately 49% over the 30 calendar day volume-weighted average price ending December 4, 2024 (a day which we define as the “Unaffected Date” in the section of this proxy statement titled “-Patterson Financial Analyses”), approximately 48% over the 30 calendar day volume-weighted average price ending December 10, 2024 (the last trading day before the Merger Agreement was announced), and a premium of approximately 36% over the closing price of Patterson common stock on December 10, 2024.

After reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement and consulting with its financial advisor and outside legal counsel, our board of directors unanimously (with Donald J. Zurbay, Chief Executive Officer and Director of the Company, having recused himself) (i) determined and declared that the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, are advisable, fair to and in

the best interests of Patterson and its shareholders, (ii) approved the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated by thereby, including the Merger, be submitted to the shareholders of Patterson for adoption and approval, and (iv) recommended that Patterson’s shareholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

Our board of directors recommends that you vote: (i) “FOR” the proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) “FOR” the proposal to adjourn the special meeting to a later date or dates if necessary; and (iii) “FOR” the non-binding, advisory proposal to approve certain compensation that will or may become payable to certain named executive officers of Patterson in connection with the Merger.

The accompanying proxy statement contains, among other things, detailed information about Patterson, the special meeting, the Merger, the Merger Agreement and the Merger-related compensation. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety.

Your vote is very important, regardless of the number of shares of Patterson common stock that you own. We cannot complete the Merger unless the Merger Agreement is adopted and approved by the affirmative vote of the holders of a majority of the shares of Patterson common stock outstanding and entitled to vote on the matter as of the close of business on [●], 2025 (the “Record Date”). The failure of any shareholder of record to vote in person by ballot at the special meeting or to submit a signed proxy card will have the same effect as a vote “AGAINST” the Merger Agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement.

We hope that you will be able to attend the special meeting. However, whether or not you plan to attend in person, please vote as soon as possible via the Internet, by telephone, or, if you receive a paper proxy voting card or voting instruction form in the mail with the accompanying proxy statement, complete, sign, date and return the proxy card enclosed or, if your shares are held in “street name” through a broker, bank or nominee, please instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee, as promptly as possible. Submitting a signed proxy card by mail will ensure your shares are represented at the special meeting. If your shares are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting instruction form provided by your broker, bank or nominee, or electronically over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee.

On behalf of the board of directors and management of Patterson, I extend our appreciation for your continued support and your consideration of this matter.

Sincerely,

[●]

John D. Buck

Chairman of the Board

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

This proxy statement is dated [●], 2025 and was first mailed to shareholders of Patterson on or about [●], 2025.

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(651) 681-1600

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●], 2025

Notice is hereby given that a special meeting of shareholders of Patterson Companies, Inc., a Minnesota corporation (“Patterson,” the “Company,” “we” or “us”), will be held on [●], 2025, at 10:00 a.m., Central Time, or at any adjournment or postponement thereof, at our corporate headquarters located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120. The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:

1. The Merger Proposal. To adopt and approve the Agreement and Plan of Merger, dated December 10, 2024 (as it may be amended or restated from time to time, the “Merger Agreement”), by and among Paradigm Parent, LLC, a Delaware limited liability company (“Parent”), Paradigm Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Patterson, and the transactions contemplated thereby, including the Merger (as defined below). Parent and Merger Sub are indirect subsidiaries of funds managed and advised by Patient Square Capital, L.P. (“Patient Square”). Pursuant to the terms of the Merger Agreement, and upon the satisfaction or waiver of the conditions to closing set forth therein, Parent will acquire Patterson in a cash merger with Merger Sub merging with and into Patterson (the “Merger”) and Patterson surviving the Merger as a wholly owned subsidiary of Parent. A copy of the Merger Agreement is attached as Appendix A to the accompanying proxy statement and is incorporated by reference therein;

2. The Adjournment Proposal. To approve the adjournment of the special meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the special meeting; and

3. The Compensation Proposal. To approve, on a non-binding, advisory basis, certain compensation that will or may become payable to certain named executive officers of Patterson in connection with the Merger.

Only shareholders of record as of the close of business on [●], 2025 (the “Record Date”) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof.

The accompanying proxy statement contains, among other things, detailed information about the Merger Proposal, the Adjournment Proposal and the Compensation Proposal. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety.

The affirmative vote of the holders of a majority of the shares of Patterson common stock outstanding and entitled to vote on the matter as of the Record Date is required to approve the Merger Proposal. The affirmative vote of the greater of (i) a majority of the outstanding shares of Patterson common stock present in person or by proxy and entitled to vote at the special meeting and (ii) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the special meeting, is required to approve both the Adjournment Proposal and the Compensation Proposal.

Your vote is very important, regardless of the number of shares of Patterson common stock that you own. You will be able to vote via telephone at 1-800-690-6903, via Internet at www.proxyvote.com, in person by ballot at the special meeting or by submitting a signed proxy card. The failure of any shareholder of record to vote via telephone, Internet, in person by ballot at the special meeting or to submit a signed proxy card will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” you should instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee. The failure to do so will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions as to the Adjournment Proposal and the Compensation Proposal will be considered for purposes of determining a quorum for the transaction of business at the special meeting and will have the same effect as a vote “AGAINST” such matter.

The presence at the special meeting, in person or by proxy, of the holders of record of a majority in voting power of the shares of outstanding Patterson common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank or nominee receives no instructions regarding how to vote on any of the proposals before the special meeting will not be counted as present at the special meeting for quorum purposes.

If the Merger Agreement is approved by our shareholders at the special meeting and the Merger is consummated, any of our shareholders who do not vote in favor of the Merger Proposal and who otherwise comply with Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act, as amended (the “MBCA”), will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473 of the MBCA). The rights of dissenting shareholders under the MBCA are discussed in the section titled “Dissenters’ Rights” beginning on page 76. Any exercise of dissenters’ rights must be in accordance with the procedures set forth in Sections 302A.471 and 302A.473 of the MBCA, which sections are reproduced in their entirety as Appendix B to this proxy statement.

Our board of directors recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

By Order of the Board of Directors,

[●]

Les B. Korsh

Chief Legal Officer & Corporate Secretary

St. Paul, Minnesota

[●], 2025

YOUR VOTE IS IMPORTANT

Ensure that your shares of Patterson common stock are voted at the special meeting by submitting your proxy card by mail, vote via telephone or Internet or, if your shares of Patterson common stock are held in “street name” through a broker, bank or nominee, by instructing your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee, as promptly as possible. If you fail to submit a proxy, vote in person at the special meeting or instruct your broker, bank or nominee how to vote your shares, it will have the same effect as voting “AGAINST” the Merger Proposal but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

If your shares of Patterson common stock are registered directly in your name: You are a shareholder of record and you may submit a proxy to vote your shares of Patterson common stock by mail, telephone or Internet. Please follow the instructions on the enclosed form of proxy.

If your shares of Patterson common stock are held in the name of a broker, bank or nominee: You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of Patterson common stock. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares of Patterson common stock in your account. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a shareholder of record and you fail to submit a signed proxy card, vote via telephone or Internet, or attend the special meeting and vote in person by ballot, or if you hold your shares through a bank, broker or nominee and you fail to provide voting instructions to your bank, broker or nominee, then your shares of Patterson common stock will not be counted for purposes of determining whether a quorum is present at the special meeting. A shareholder providing a proxy may revoke it at any time before 11:59 p.m., Eastern Time, the day before the special meeting if such revocation is exercised by providing written notice of revocation to Les B. Korsh, our Chief Legal Officer and Corporate Secretary, by voting in person at the special meeting or by providing a proxy of a later date, pursuant to the instructions set forth in “The Special Meeting - Revocability of Proxies” on page 26 of the accompanying proxy statement. Attendance at the special meeting alone will not revoke a submitted proxy.

We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Patterson common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 456-3507

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

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE VIA TELEPHONE OR INTERNET OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD OR VOTING INSTRUCTION FORM FURNISHED BY YOUR BROKER, BANK OR NOMINEE, AS PROMPTLY AS POSSIBLE.

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS

(continued)

-ii-

TABLE OF CONTENTS

(continued)

-iii-

SUMMARY

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you as a holder of Patterson common stock or that you should consider before voting on the Merger Proposal. To better understand the Merger Proposal, you should read this proxy statement, including its appendices and the documents incorporated by reference herein, carefully and in their entirety. You may obtain the documents and information incorporated by reference into this proxy statement without charge by following the instructions under “Where You Can Find More Information” on page 122 of this proxy statement. The Merger Agreement is attached as Appendix A to this proxy statement and is incorporated by reference herein. You should read the Merger Agreement, carefully and in its entirety, as it is the legal document that governs the Merger.

Parties Involved in the Merger (page 32)

Patterson Companies, Inc.

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(651) 686-1600

www.pattersoncompanies.com

Patterson, a Minnesota corporation, is a value-added specialty distributor serving the U.S. and Canadian dental supply markets and the U.S., Canadian and U.K. animal health supply markets. Patterson operates through its two strategic business units, Patterson Dental and Patterson Animal Health, offering similar products and services to different customer bases. Each business has a strong competitive position, serves a highly fragmented market that offers consolidation opportunities and offers relatively low-cost consumable supplies, which makes its value-added business proposition highly attractive to its customers. Patterson believes that it has a strong brand identity as a value-added, full-service distributor with broad product and service offerings, having begun distributing dental supplies in 1877.

Patterson’s strategically located fulfillment centers enable it to better serve its customers and increase its operating efficiency. This infrastructure, together with broad product and service offerings at competitive prices, and a strong commitment to customer service, enables Patterson to be a single source of supply for its customers’ needs. Patterson’s infrastructure also allows it to provide convenient ordering and rapid, accurate and complete order fulfillment.

Electronic commerce solutions have become an integral part of dental and animal health supply and distribution relationships. Patterson’s distribution business is characterized by rapid technological developments and intense competition. The continuing advancement of online commerce requires Patterson to cost-effectively adapt to changing technologies, to enhance existing services and to develop and introduce a variety of new services to address the changing demands of consumers and customers on a timely basis, particularly in response to competitive offerings. Patterson believes that its tradition of reliable service, name recognition and large customer base built on solid customer relationships, position it well to participate in this significant aspect of the distribution business. Patterson continues to explore methods to improve and expand its Internet presence and capabilities, including online commerce offerings and use of various social media outlets.

Patterson common stock trades on the NASDAQ Global Select Market^® under the symbol “PDCO.”

Patterson’s principal executive offices are located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120, and its telephone number is (651) 686-1600. For more information about Patterson, please visit its website, www.pattersoncompanies.com. This website address is provided as an inactive textual reference only. The information contained on (or accessible through) Patterson’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the Securities and

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Exchange Commission (the “SEC”). See “Where You Can Find More Information” on page 122 of this proxy statement.

Paradigm Parent, LLC

c/o Patient Square Capital, L.P.

2884 Sand Hill Road, Suite 100

Menlo Park, California 94025

(650) 677-8000

Parent is a Delaware limited liability company that was formed by affiliates of Patient Square solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions.

Paradigm Merger Sub, Inc.

c/o Patient Square Capital, L.P.

2884 Sand Hill Road, Suite 100

Menlo Park, California 94025

(650) 677-8000

Merger Sub is a Minnesota corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and Patterson will continue as the surviving corporation and as a wholly owned subsidiary of Parent.

The Special Meeting (page 24)

Date, Time and Place

A special meeting of our shareholders will be held on [●], 2025 at 10:00 a.m., Central Time, at our corporate headquarters located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of Patterson common stock at the close of business on [●], 2025 (the “Record Date”). You will have one vote at the special meeting for each share of Patterson common stock you owned at the close of business on the Record Date.

Purpose

At the special meeting, we will ask our shareholders of record as of the Record Date to vote on the following proposals:

Quorum

As of the Record Date, there were [●] shares of Patterson common stock outstanding and entitled to be voted at the special meeting. A quorum of shareholders is necessary to hold a special meeting. The holders of

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record of a majority in voting power of the shares of outstanding Patterson common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, [●] shares of Patterson common stock must be represented by proxy or by shareholders present and entitled to vote at the special meeting to have a quorum. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank or nominee receives no instructions regarding how to vote on any of the proposals before the special meeting will not be counted as present at the special meeting for quorum purposes. Failure of a quorum to be represented at the special meeting may result in an adjournment of the special meeting and may subject us to additional expense.

Required Vote

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Patterson common stock outstanding and entitled to vote on the matter as of the Record Date (the “Company Shareholder Approval”).

Approval of both the Adjournment Proposal and the Compensation Proposal requires the affirmative vote of the greater of (i) a majority of the outstanding shares of Patterson common stock present in person or by proxy and entitled to vote at the special meeting and (ii) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the special meeting.

Stock Ownership of Our Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote an aggregate of 868,320 shares of Patterson common stock (excluding any shares that would be delivered upon the vesting, exercise or conversion, as applicable, of Company Options or Company PSUs as each such term is defined below), representing approximately 1% of the outstanding shares of Patterson common stock.

Our directors and executive officers have informed us that they currently intend to vote all of their shares of Patterson common stock: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Voting

Any Patterson shareholder of record entitled to vote at the special meeting may submit a proxy by returning a signed proxy card by mail, voting via telephone or Internet, or may attend the special meeting and vote in person. If you are a beneficial owner and hold your shares of Patterson common stock in “street name” through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of Patterson common stock using the instructions provided by your broker, bank or nominee. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on certain “routine” matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares of Patterson common stock.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by signing another proxy card with a later date and returning it to us or voting via telephone or Internet before 11:59 p.m., Eastern Time, the day before the special meeting, by providing written notice of revocation to Les B. Korsh, our Chief Legal Officer and Corporate Secretary, before your proxy is exercised or by attending the special meeting and voting in person pursuant to the instructions set forth in “The Special Meeting - Revocability of Proxies” on page 26 of this proxy statement. If you hold your shares of common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to change your vote.

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The failure of any shareholder of record to submit a signed proxy card, vote via telephone or Internet or vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares of Patterson common stock in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares on any of the proposals will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. A “broker non-vote” results when banks, brokers and nominees return a valid proxy voting upon a matter or matters for which the applicable stock exchange rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the proposal and have not received specific voting instructions from the beneficial owner of such shares. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on certain “routine” matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. Patterson does not expect any broker non-votes at the special meeting as the proposals in this proxy statement are non-routine matters. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions as to the Adjournment Proposal and the Compensation Proposal will be considered for purposes of determining a quorum for the transaction of business at the special meeting and will have the same effect as a vote “AGAINST” such matter.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this proxy statement, including the Merger, passed upon the merits or fairness of such transactions, or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

Expenses of Proxy Solicitation (page 27)

Our board of directors (the “Board”) is soliciting your proxy, and Patterson will bear the cost of soliciting proxies. We have engaged the services of Innisfree M&A Incorporated. (“Innisfree”) to solicit proxies for the special meeting. In connection with its retention, Innisfree has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay Innisfree a fee of up to $60,000, plus certain fees and expenses in connection with its services, and we will indemnify Innisfree for certain losses arising out of its proxy solicitation services. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers and employees, or representatives of Innisfree, in person or by telephone, email, fax, over the Internet or other means of communication, and we may pay persons holding shares of Patterson common stock on behalf of others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers or employees for their services in connection with solicitation of proxies.

Certain Effects of the Merger on Patterson (page 33)

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Patterson, with Patterson continuing as the surviving corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, Patterson will cease to be a publicly traded company and will cease to be listed on NASDAQ and its shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If the Merger is completed, you will not own any shares of the capital stock of the surviving corporation and instead will only be entitled to receive the Merger Consideration described in “The Merger - Merger Consideration” on page 34 of this proxy statement (unless you do not vote in favor of the Merger proposal and otherwise comply with Sections 302A.471 and 302A.473 of the MBCA, in which case you will be entitled only to those rights granted under Sections 302A.471 and 302A.473 of the MBCA as described in “The Merger - Dissenters’ Rights” on page 76 of this proxy statement and Appendix B to this proxy statement).

The effective time of the Merger (the “Effective Time”) will occur upon the filing of the articles of merger with the Minnesota Secretary of State, or at such later date and time as we, Parent and Merger Sub may agree and specify in the articles of merger.

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Effect on Patterson if the Merger is Not Completed (page 33)

If the Merger Proposal is not approved by the shareholders of Patterson or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Patterson common stock. Instead, we will remain a public company, Patterson common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and we will continue to be obligated to file periodic reports with the SEC. Under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in “The Merger Agreement - Termination Fees” on page 111 of this proxy statement.

Merger Consideration (page 85)

At the Effective Time, each share of Patterson common stock issued and outstanding (other than (i) shares held directly by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Patterson, Parent or Merger Sub and (ii) any dissenting shares) will be converted automatically into the right to receive the Merger Consideration. All shares of Patterson common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist as of the Effective Time, and will thereafter represent only the right to receive the Merger Consideration.

In this proxy statement, we use the term “dissenting shares” to describe shares of our common stock issued and outstanding immediately prior to the Effective Time that are held by a holder who (i) has not voted in favor of approval of the Merger Proposal, (ii) has demanded and perfected such holder’s right to dissent from the Merger and to be paid the fair value of such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA, and (iii) as of the Effective Time, has not effectively withdrawn or lost such dissenters’ rights. At the Effective Time, any dissenting shares will not be converted into or represent the right to receive the Merger Consideration, but if such holder complies in all respects with Sections 302A.471 and 302A.473 of the MBCA, such holder will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473 of the MBCA). However, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to dissent under such statutory provisions, then the right of such holder to be paid the fair value of such holder’s dissenting shares will cease and such dissenting shares will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration, without interest thereon and subject to any applicable withholding taxes. For more information regarding dissenters’ rights, see “The Merger - Dissenters’ Rights” on page 76.

As described further in “The Merger Agreement - Exchange and Payment Procedures” on page 87 of this proxy statement, at or prior to the Effective Time, Parent will appoint a nationally recognized bank or trust company, reasonably acceptable to Patterson, to act as the paying agent to make payments of the Merger Consideration to Patterson shareholders (the “Paying Agent”) and deposit, or cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration. Following the completion of the Merger, holders of record of shares of Patterson common stock formerly represented by one or more stock certificates will provide the Paying Agent with such shareholder’s stock certificates and other items specified by the Paying Agent, including a letter of transmittal, and the Paying Agent will promptly pay the shareholder the Merger Consideration to which such shareholder is entitled. Shareholders who hold shares of Patterson common stock in book-entry form (other than shares held through the Depository Trust Company) will not be required to deliver stock certificates to the Paying Agent, but will be required to deliver an executed letter of transmittal and other items specified by the Paying Agent to the Paying Agent to receive the Merger Consideration to which they are entitled. Holders of shares of Patterson common stock in book-entry form who hold such shares through The Depository Trust Company will not be required to deliver an executed letter of transmittal to the Paying Agent to receive the Merger Consideration to which they are entitled.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Patterson shareholder

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(except that shareholders who hold dissenting shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their dissenting shares as determined by Section 302A.473 of the MBCA, as described in “The Merger - Dissenters’ Rights” on page 76 of this proxy statement and Appendix B to this proxy statement).

Treatment of Equity and Equity-Based Awards (page 67)

The Merger Agreement provides, at the Effective Time, by virtue of the Merger, and without any action on the part of Parent, Merger Sub, Patterson or any holder of securities of Patterson, for the following treatment with respect to equity and equity-based awards relating to Patterson common stock:

Stock Options

Each option to purchase shares of Patterson common stock (each, a “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will become fully vested and will automatically be cancelled and be converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to the product of (x) the total number of shares of Patterson common stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option (less any taxes required to be withheld under applicable law). If the exercise price of a Company Option is equal to or greater than the Merger Consideration, then such Company Option will be cancelled for no consideration.

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

Each outstanding award of (i) Patterson restricted stock and restricted stock units, in each case that at the Effective Time is subject solely to service-based vesting conditions (collectively, the “Company RSUs”), will become fully vested and will automatically be cancelled and be converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to (x) the total number of shares of Patterson common stock underlying such award of Company RSUs, multiplied by (y) the Merger Consideration, and (ii) Patterson performance share units that at the Effective Time are subject to performance-based vesting conditions (collectively, the “Company PSUs”) will become vested as to the number of shares of Patterson common stock subject to such award that would vest based on target level achievement of all performance targets (without application of any modifier) and will, after giving effect to such vesting, be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable withholding taxes) equal to (x) the number of vested shares of Patterson common stock underlying such award of Company PSUs, multiplied by (y) the Merger Consideration, and the unvested portion of such Company PSUs will be cancelled for no consideration.

Recommendation of Our Board of Directors and Reasons for the Merger (page 48)

The Board, after consulting with its financial advisor and outside legal counsel and carefully reviewing and considering the terms and conditions of the Merger Agreement and the various factors described in “The Merger - Recommendation of Our Board of Directors and Reasons for the Merger” on page 48 of this proxy statement, unanimously (with Donald J. Zurbay, Chief Executive Officer and Director of the Company, having recused himself) (i) determined and declared that the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Patterson and its shareholders, (ii) approved the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated by thereby, including the Merger, be submitted to the shareholders of Patterson for adoption and approval, and (iv) recommended that Patterson’s shareholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Company Board Recommendation”).

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The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Fairness Opinion of Guggenheim Securities, LLC (page 53)

Patterson’s Board retained Guggenheim Securities as its financial advisor in connection with the review and assessment of various strategic alternatives and any material acquisition, disposition or other extraordinary corporate transaction that Patterson may elect to pursue. In connection with the Merger, Guggenheim Securities delivered its oral opinion, subsequently confirmed in writing, to Patterson’s Board that, as of December 10, 2024 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration was fair, from a financial point of view, to the shareholders of Patterson.

The full text of the written opinion of Guggenheim Securities, dated December 10, 2024, which is attached as Appendix C to this proxy statement and which you should read carefully and in its entirety, is subject to the assumptions made, procedures followed, matters considered and limitations, qualifications and other conditions contained in such opinion and necessarily based on economic, business, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

Guggenheim Securities’ opinion was provided to Patterson’s Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Merger Consideration. Guggenheim Securities’ opinion and any materials provided in connection therewith do not constitute a recommendation to Patterson’s Board with respect to the Merger, nor does Guggenheim Securities’ opinion or the summary of its underlying financial analyses elsewhere in this proxy statement constitute advice or a recommendation to any holder of Patterson common stock as to how to vote or act in connection with the Merger or otherwise. Guggenheim Securities’ opinion does not address Patterson’s underlying business or financial decision to pursue or effect the Merger, the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for Patterson, the financing of the Merger by Parent or the effects of any other transaction in which Patterson might engage. Guggenheim Securities’ opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to the shareholders of Patterson and did not express any view or opinion as to (i) any other term, aspect or implication of (x) the Merger (including, without limitation, the form or structure of the Merger) or the Merger Agreement or (y) any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or (ii) the fairness, financial or otherwise, of the Merger to, or of any consideration to be paid to or received by, the holders of any class of securities, creditors or other constituencies of Patterson. Furthermore, Guggenheim Securities did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Patterson’s directors, officers or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration or otherwise.

Pursuant to the terms of Guggenheim Securities’ engagement, Patterson has agreed to pay Guggenheim Securities an estimated cash transaction fee of approximately $45 million. In addition, Patterson has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

This summary is qualified in its entirety by reference to the full text of such opinion. For a description of the opinion that Patterson’s Board received from Guggenheim Securities, see the section entitled “The Merger - Fairness Opinion of Guggenheim Securities, LLC” on page 53 of this proxy statement.

Interests of the Directors and Executive Officers of Patterson in the Merger (page 66)

When considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers have interests in the Merger that may be different

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from, or in addition to, your interests as a shareholder. The Board was aware of these interests in, among other matters, approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted and approved by the shareholders of Patterson. These interests include the following:

If the Merger Proposal is approved by our shareholders and the Merger is completed, any vested shares of Patterson common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of Patterson common stock held by all other shareholders entitled to receive the Merger Consideration.

These interests are discussed in more detail in “The Merger - Interests of the Directors and Executive Officers of Patterson in the Merger” on page 66 of this proxy statement.

Financing of the Merger (page 73)

We anticipate that the total funds needed to complete the Merger, including the funds needed to pay Patterson shareholders and holders of other equity-based interests the amounts due to them under the Merger Agreement, will be approximately $4.1 billion based upon (i) the consideration payable under the Merger Agreement, (ii) the repayment and termination of Patterson’s existing credit agreement and equipment and receivables financing arrangements, and (iii) fees and expenses in connection with the transaction, which will be funded through a combination of the following:

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The funding of the Debt Financing and the Equity Financing (collectively, the “Financing”) is subject to the satisfaction of a number of conditions, including the consummation of the Merger, the receipt of executed loan documentation, accuracy of certain specified representations and warranties, consummation of the Equity Financing, delivery of a customary offering document, completion of the marketing period, the repayment and termination of Patterson’s existing credit agreement and equipment and receivables financing arrangements, and other customary closing conditions for financings of this type. The obligation of the parties to complete the Merger is not subject to a financing condition. However, the failure of Parent to obtain the Financing (or to secure alternative financing) would likely result in the failure of the Merger to be completed. If Patterson terminates the Merger Agreement due to Parent’s failure to complete the Merger when the closing conditions have been satisfied, subject to the requirements described in the Merger Agreement, Parent would be obligated to pay to Patterson an approximately $221.5 million reverse termination fee, plus up to $10 million in reasonable and documented out-of-pocket costs and expenses if Parent fails to pay such reverse termination fee in a timely manner.

For a description of the circumstances in which the reverse termination fee would be paid to Patterson, see the section entitled “The Merger Agreement - Termination Fees”.

Limited Guaranty (page 75)

To induce Patterson to enter into the Merger Agreement, Patient Square Equity entered into a limited guaranty in favor of Patterson pursuant to which Patient Square Equity absolutely, irrevocably and unconditionally guaranteed to Patterson, on the terms and conditions set forth in the limited guaranty, the payment obligations of Parent to Patterson of (i) the reverse termination fee payable by Parent to Patterson, if and when required and due in accordance with the Merger Agreement, (ii) if the reverse termination fee is not required and due in accordance with the Merger Agreement, up to approximately $221.5 million in the event of a willful and material breach, (iii) reimbursement to Patterson for all reasonable and documented out-of-pocket expenses incurred in the collection of the reverse termination fee up to $10 million in the aggregate plus interest, and (iv) any reimbursement and/or indemnification obligations of Parent to Patterson and its subsidiaries and each of their respective directors, officers, employees, agents and other representatives that may arise pursuant to the Merger Agreement with respect to the Debt Financing (collectively, the “Guaranteed Obligations”); provided, that the maximum amount payable by Patient Square Equity under the limited guaranty may not exceed approximately $231.5 million (the “Maximum Amount”).

Dissenters’ Rights (page 76)

If the Merger Agreement is approved by the Company’s shareholders at the special meeting and the Merger is consummated, any of the Company’s shareholders who do not vote in favor of the Merger Proposal and who otherwise comply with Sections 302A.471 and 302A.473 of the MBCA will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473 of the MBCA). The rights of dissenting shareholders under the MBCA are discussed in the section titled “The Merger - Dissenters’ Rights” beginning on page 76. Any exercise of dissenters’ rights must be in accordance with the procedures set forth in Sections 302A.471 and 302A.473 of the MBCA, which sections are reproduced in their entirety as Appendix B to this proxy statement.

Material U.S. Federal Income Tax Consequences of the Merger (page 78)

The receipt of cash in exchange for shares of Patterson common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. holder (as defined in “The Merger - Material U.S. Federal Income Tax Consequences of the Merger - Tax Consequences to U.S. Holders” on page 80 of this proxy statement) in exchange for such U.S. holder’s shares of Patterson common stock in the Merger will generally result in the recognition of taxable gain or loss in an amount equal to the difference, if any, between the cash such U.S. holder receives in the Merger (including any cash required to be

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withheld for tax purposes) and such U.S. holder’s adjusted basis in such surrendered shares. Gain or loss will be determined separately for each block of shares of Patterson common stock (that is, shares acquired for the same cost in a single transaction). A non-U.S. holder (as defined in “The Merger -  Material U.S. Federal Income Tax Consequences of the Merger - Tax Consequences to Non-U.S. Holders” on page 81 of this proxy statement) will generally not be subject to U.S. federal income tax with respect to the exchange of Patterson common stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or Patterson is, or was during the relevant period, a U.S. real property holding corporation. Shareholders should refer to “The Merger -  Material U.S. Federal Income Tax Consequences of the Merger” on page 78 of this proxy statement, and consult their tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page 82)

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated. Patterson and Parent agreed to make the required filings within 15 business days after the date of the Merger Agreement. Patterson and Parent filed their respective pre-merger HSR Act notifications on December 31, 2024 with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement.

Alternative Acquisition Proposals

The Go-Shop Period — Solicitation of Other Company Acquisition Proposals

Under the Merger Agreement, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m., Central Time on January 19, 2025 (such date, the “No-Shop Period Start Date”), the Company and any of its subsidiaries and affiliates and its and their respective representatives have the right to, among other things: (i) solicit, initiate or facilitate in any way any offer, inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined in the section of this proxy statement captioned “The Merger Agreement - Go-Shop; No-Shop; Alternative Acquisition Proposals - The Go-Shop Period - Solicitation of Other Offers” beginning on page 94), including by providing information (including non-public information or data) relating to the Company, any of its subsidiaries or their respective businesses, properties or assets and affording access to personnel of the Company and its subsidiaries to any person that has entered into an acceptable confidentiality agreement with the Company; and (ii) continue or enter into any discussions or negotiations with any person regarding any Acquisition Proposals (or inquiries, offers or proposals or any other effort or attempt that could reasonably be expected to lead to an Acquisition Proposal), and facilitate any inquiries, offers, proposals, discussions or negotiations or any effort to make any Acquisition Proposals or other proposals that could reasonably be expected to lead to Acquisition Proposals, including by granting a limited waiver under any pre-existing “standstill” or other similar provision to the extent necessary to allow for an Acquisition Proposal or amendment to an Acquisition Proposal to be made to the Company or the Company Board on a confidential basis.

For a further discussion of the limitations on solicitation of Acquisition Proposals from third parties and the Board’s ability to make a Change of Board Recommendation (as defined in the section titled “The Merger Agreement - Go-Shop; No-Shop; Alternative Acquisition Proposals - Company Change of Board

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Recommendation”) with respect to the Merger Proposal, see “The Merger Agreement - Go-Shop; No-Shop; Alternative Acquisition Proposals - The No-Shop Period - No Solicitation of Other Offers” on page 95 and “The Merger Agreement - Go-Shop; No-Shop; Alternative Acquisition Proposals - Company Change of Board Recommendation” on page 96 of this proxy statement.

The No-Shop Period — No Solicitation of Other Company Acquisition Proposals

The Company has agreed that, subject to certain exceptions set forth in the Merger Agreement, commencing at the No-Shop Period Start Date and continuing until the earlier of the Effective Time and the date, if any, on which the Merger Agreement is terminated in accordance with its terms, the Company will not, and will cause its subsidiaries and its and their directors, officers and employees to not, and will instruct its other representatives to not on its behalf, directly or indirectly: (i) solicit, initiate, propose, or induce the making or submission of, or knowingly encourage or facilitate or otherwise cooperate or assist in any way any offer, inquiry or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Third Party any non-public information relating to the Company and its subsidiaries or afford to any Third Party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries, in any such case with the intent to induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; or (iii) participate or engage in discussions or negotiations with any Third Party with respect to an Acquisition Proposal.

Notwithstanding the foregoing, if at any time following the No-Shop Period Start Date and prior to the receipt of the Company Shareholder Approval, (i) the Company has received a bona fide written Acquisition Proposal from a third party, (ii) the Company has not breached its obligations set forth in the Merger Agreement (and summarized in the immediately preceding paragraph) with respect to such Acquisition Proposal and (iii) the Company Board (or a duly authorized committee thereof) determines in good faith (after consultation with and advice from its financial advisor and outside legal counsel), based on information then available, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the section of this proxy statement captioned “The Merger Agreement - Go-Shop; No-Shop; Alternative Acquisition Proposals - The No-Shop Period - No Solicitation of Other Offers” beginning on page 95), then the Company and its representatives may, among other things, engage in negotiations or discussions with, and provide information to, such third party (and its representatives) in respect of such Acquisition Proposal. For more information, please see the section of this proxy statement captioned “The Merger Agreement - Go-Shop; No-Shop; Alternative Acquisition Proposals - The No-Shop Period - No Solicitation of Other Offers” beginning on page 95.

At any time prior to the receipt of the Company Shareholder Approval, the Company is entitled to terminate the Merger Agreement to enter into a definitive agreement in respect of a Superior Proposal only if it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a five day period (and an additional three day period in the event of an additional materially revised Superior Proposal) (such five day and three day periods, collectively, the “Notice Period”) to amend the terms and conditions of the Merger Agreement and other agreements so that such Superior Proposal no longer constitutes a Superior Proposal relative to the transactions contemplated by the Merger Agreement (as amended pursuant to such negotiations).

If the Merger Agreement is validly terminated by Parent in the event that the Company’s Board makes a Change of Board Recommendation or enters into a definitive agreement with respect to a Superior Proposal prior to receipt of the Company Shareholder Approval or by the Company in the event that it enters into a definitive agreement with respect to a Superior Proposal prior to receipt of the Company Shareholder Approval, then the Company shall pay to Parent a termination fee as follows: if the Merger Agreement is terminated prior to the No-Shop Period Start Date, the termination fee will be

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approximately $55.4 million and if after the No-Shop Period Start Date, the termination fee will be approximately $110.8 million. For more information, please see the section of this proxy statement captioned “The Merger Agreement - Go-Shop; No-Shop; Alternative Acquisition Proposals - Company Change of Board Recommendation” beginning on page 96.

Conditions to the Closing of the Merger (page 108)

The parties expect to complete the Merger in the fourth quarter of Patterson’s fiscal year 2025. However, it is possible that factors outside of each party’s control could require them to complete the Merger at a later time or not to complete it at all. The following are some of the conditions that must be satisfied or, where permitted by law, waived before the Merger may be completed:

Termination of the Merger Agreement (page 109)

The Merger Agreement may be terminated at any time prior to the Effective Time, or such earlier time specified below, in the following ways (subject to certain limitations and exceptions):

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Termination Fees (page 111)

The termination of the Merger Agreement by Patterson in connection with entry into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal or by Parent following a Change of Board Recommendation will result in the payment by Patterson of a termination fee of either (i) approximately $55.4 million, if the Merger Agreement is terminated prior to the No-Shop Period Start Date, or (ii) approximately $110.8 million, if the Merger Agreement is terminated after the No-Shop Period Start Date. Parent may be required to pay to Patterson a reverse termination fee of approximately $221.5 million if the Merger Agreement is terminated under specified circumstances. See “The Merger Agreement - Termination Fees” on page 111 of this proxy statement for a discussion of the circumstances under which either party will be required to pay a termination fee or reverse termination fee, as applicable. In no event will either Patterson or Parent be required to pay a termination fee or reverse termination fee, as applicable, more than once.

Specific Performance (page 112)

In addition to any other remedy to which they are entitled, the parties will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specific performance as to its terms, and the parties waive any requirement for the securing or posting of any bond in connection with the obtaining of any specific performance or injunctive relief and will waive, in any action for specific performance, the defense of adequacy of a remedy at law. Patterson’s or Parent’s pursuit of specific performance will not preclude the pursuing party from the right to pursue any other right or remedy to which such party may be entitled; provided,

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however, under no circumstances will Patterson or any of its affiliates be permitted or entitled to seek or receive both a grant of specific performance, on the one hand, and payment of all or a portion of the Parent reverse termination fee or any other monetary damages from Parent or any of Parent’s related parties, on the other hand.

Notwithstanding the foregoing, Patterson will have the right to enforce Parent’s obligation to cause the Equity Financing to be funded and to consummate the transactions contemplated by the Merger Agreement, only if, (i) all conditions to the obligations of Parent and Merger Sub to complete the Merger have been satisfied or waived (other than the conditions that by their terms are to be satisfied at closing, all of which would be satisfied if the closing of the Merger would occur as of such date), (ii) Patterson has irrevocably confirmed in writing that, (x) all conditions to the obligations of Parent and Merger Sub to complete the Merger have been satisfied or waived (other than the conditions that by their terms are to be satisfied at closing, all of which would be satisfied if the closing of the Merger would occur as of such date) and (y) if specific performance is granted and the Financing is funded, the closing will occur, (iii) the Debt Financing (or any replacement debt financing) has been funded or will be funded at the closing of the Merger if the Equity Financing is funded (or in the case any alternative financing, such alternative financing has been funded or will be funded at the closing if the Equity Financing is funded), and (iv) Parent has failed to cause the closing of the Merger to occur within three business days after delivery of such notice.

Fees and Expenses (page 112)

Except as otherwise expressly provided in the Merger Agreement, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses.

Delisting and Deregistration of Patterson Common Stock (page 107)

As promptly as practicable following the completion of the Merger, Patterson common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and we will no longer be required to file periodic reports with the SEC on account of Patterson common stock.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER 

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the Merger and the Merger Agreement. These questions and answers may not address all questions that may be important to you as a shareholder of Patterson. Please refer to the preceding section of this proxy statement entitled “Summary” and the more detailed information contained elsewhere in this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, which you should read carefully and in their entirety.

Q: Why am I receiving these materials?

A: On December 10, 2024, Patterson entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Patterson, with Patterson surviving the Merger and becoming a wholly owned subsidiary of Parent. A copy of the Merger Agreement is attached as Appendix A to this proxy statement and is incorporated by reference herein. The Board is furnishing this proxy statement and form of proxy card to the holders of Patterson common stock on the Record Date in connection with the solicitation of proxies in favor of the Merger Proposal to be voted at a special meeting of shareholders or at any adjournments or postponements thereof.

Q: When and where is the special meeting?

A: The special meeting will take place on [●], 2025, at 10:00 a.m., Central Time at our corporate headquarters located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120.

Q: Who is entitled to vote at the special meeting?

A: Only shareholders of record as of the close of business on the Record Date are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of Patterson common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Patterson common stock that such holder owned as of the Record Date. As of the Record Date, there were [●] shares of Patterson common stock outstanding and entitled to be voted at the special meeting.

Q: May I attend the special meeting and vote in person?

A: Yes. You will be admitted to the special meeting only if you were a Patterson shareholder or joint holder as of the close of business on the Record Date, or you hold a valid proxy for the special meeting. You should be prepared to present photo identification for admittance. In addition, if you are a shareholder of record, then your name will be verified against the list of shareholders of record prior to admittance to the special meeting. If you are not a shareholder of record but hold shares through a broker, trustee or nominee, then you will need to provide proof of beneficial ownership on the Record Date, such as your most recent account statement.

If you are a shareholder of record, even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy card or vote via telephone or Internet to ensure that your shares of Patterson common stock will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted or vote submitted via telephone or Internet.

If you are a beneficial owner and hold your shares of Patterson common stock in “street name” through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of Patterson common stock using the instructions provided by your broker, bank or nominee. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

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Q: What am I being asked to vote on at the special meeting?

A: You are being asked to consider and vote on the following proposals:

Q: What is the proposed Merger and what effects will it have on Patterson?

A: The proposed Merger is the acquisition of Patterson by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by the holders of Patterson common stock and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Patterson, with Patterson continuing as the surviving corporation. As a result of the Merger, Patterson will become a wholly owned subsidiary of Parent. Patterson will cooperate with Parent to delist Patterson common stock from NASDAQ and deregister under the Exchange Act as promptly as practicable following the Effective Time and, at such time, Patterson will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

Q: What will I receive if the Merger is completed?

A: Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $31.35 in cash, without interest and less any applicable withholding taxes, for each share of Patterson common stock that you own, unless you do not vote in favor of the Merger proposal, and otherwise comply with Sections 302A.471 and 302A.473 of the MBCA, in which case you will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473 of the MBCA). For example, if you own 100 shares of Patterson common stock, you will be entitled to receive $3,135 in cash in exchange for such shares, less any applicable withholding taxes. In either case, as a result of the Merger, your shares will be cancelled and you will not own shares in the surviving corporation.

Additionally, the Merger Agreement provides that each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will become fully vested and will automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to the product of (x) the total number of shares of Patterson common stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option (less any taxes required to be withheld under applicable law). If the exercise price of a Company Option is equal to or greater than the Merger Consideration, then such Company Option will be cancelled for no consideration.

Each outstanding award of Company RSUs will become fully vested and will automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to (x) the total number of shares of Patterson common stock underlying such award of Company RSUs, multiplied by (y) the Merger Consideration. Each outstanding award of Company PSUs will become vested as to the number of shares of Patterson common stock subject to such award that would vest based on target level achievement of all performance targets (without application of any modifier) and will, after giving effect to such vesting, automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable withholding taxes) equal to (x) the number of vested shares of Patterson common stock underlying such award of Company PSUs, multiplied by (y) the Merger Consideration, and the unvested portion of such Company PSUs will be cancelled for no consideration.

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Q: How does the Merger Consideration compare to the market price of Patterson common stock prior to the public announcement of the Merger Agreement?

A: The Merger Consideration represents a premium of approximately 49% over the 30 calendar day volume-weighted average price ending December 4, 2024 (a day which we define as the “Unaffected Date” in the section titled “-Patterson Financial Analyses”), approximately 48% over the 30 calendar day volume-weighted average price ending December 10, 2024 (the last trading day before the Merger Agreement was announced), and a premium of approximately 36% over the closing price of Patterson common stock on December 10, 2024.

Q: What do I need to do now? If I am going to attend the special meeting, should I still submit a proxy?

A: We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. Whether or not you expect to attend the special meeting in person, we encourage you to complete, sign, date and return, as promptly as possible, the enclosed proxy card or vote via telephone or Internet so that your shares of Patterson common stock may be represented and can be voted at the special meeting. If you hold your shares of Patterson common stock in “street name,” please refer to the voting instruction forms provided by your broker, bank or nominee to vote such shares.

Q: Should I send in my stock certificates now?

A: No. If the Merger Proposal is approved, shortly after the Merger is completed, under the terms of the Merger Agreement, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the Paying Agent to receive the cash payment of the Merger Consideration for each share of Patterson common stock represented by the stock certificate or book-entry shares. You should use the letter of transmittal to exchange your stock certificates or book-entry shares for the cash payment to which you are entitled upon completion of the Merger. If your shares of Patterson common stock are held in “street name” through a bank, broker or nominee, you will receive instructions from your bank, broker or nominee as to how to effect the surrender of your “street name” shares of Patterson common stock in exchange for the Merger Consideration. Please do not send in your stock certificates now.

Q: What happens if I sell or otherwise transfer my shares of Patterson common stock after the Record Date but before the special meeting? What happens if I sell or otherwise transfer my shares of Patterson common stock after the special meeting but before the Effective Time?

A: The Record Date for the special meeting is earlier than the date of the special meeting and earlier than the date the Merger is expected to be completed. If you sell or transfer your shares of Patterson common stock after the Record Date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Patterson in writing of such special arrangements, you will retain your right to vote such shares at the special meeting, but will transfer the right to receive the Merger Consideration if the Merger is completed to the person to whom you sell or transfer such shares.

If you sell or transfer your shares of Patterson common stock after the special meeting, but before the Effective Time, you will transfer the right to receive the Merger Consideration if the Merger is completed. To receive the Merger Consideration, you must hold your shares of Patterson common stock through the completion of the Merger.

Even if you sell or otherwise transfer your shares of Patterson common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card, vote via telephone or Internet, or, if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.

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Q: What is the position of Patterson’s Board of Directors regarding the Merger?

A: After consulting with its financial advisor and outside legal counsel and after reviewing and considering the terms and conditions of the Merger and the factors more fully described in this proxy statement, the Board unanimously (with Donald J. Zurbay, Chief Executive Officer and Director of the Company, having recused himself) (i) determined and declared that the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Patterson and its shareholders, (ii) approved the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated by thereby, including the Merger, be submitted to the shareholders of Patterson for adoption and approval, and (iv) recommended that Patterson’s shareholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Q: What happens if the Merger is not completed?

A: If the Merger Agreement is not adopted and approved by the shareholders of Patterson or if the Merger is not consummated for any other reason, you will not receive any payment for your shares of common stock. Instead, Patterson will remain a public company, Patterson common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and it will continue to be obligated to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in “The Merger Agreement - Termination Fees”.

Q: Do any of Patterson’s directors or officers have interests in the Merger that may differ from those of Patterson shareholders generally?

A: Yes. In considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers have interests in the Merger that may be different from, or in addition to, your interests as a shareholder. The Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted and approved by the shareholders of Patterson. For a description of these interests, see “The Merger - Interests of the Directors and Executive Officers of Patterson in the Merger”.

Q: What vote is required to adopt and approve the Merger Agreement?

A: The affirmative vote of the holders of a majority of the shares of Patterson common stock outstanding and entitled to vote on the matter as of the Record Date is required to approve the Merger Proposal.

The failure of any shareholder of record to submit a signed proxy card, vote via telephone or Internet, or vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement. A “broker non-vote” results when banks, brokers and nominees return a valid proxy voting upon a matter or matters for which the applicable stock exchange rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the proposal and have not received specific voting instructions from the beneficial owner of such shares. Patterson does not expect any broker non-votes at the special meeting as the proposals in this proxy statement are non-routine matters. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

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As of the Record Date, there were [●] shares of Patterson common stock issued and outstanding. Each holder of Patterson common stock is entitled to one vote per share of Patterson common stock owned by such holder as of the Record Date.

Q: What vote is required to approve the Adjournment Proposal and the Compensation Proposal?

A: Approval of both the Adjournment Proposal and the Compensation Proposal requires the affirmative vote of the greater of (i) a majority of the outstanding shares of Patterson common stock present in person or by proxy and entitled to vote at the special meeting and (ii) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the special meeting,

The failure of any shareholder of record to submit a signed proxy card, vote via telephone or Internet, or vote in person by ballot at the special meeting will not have any effect on the Adjournment Proposal or the Compensation Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions as to the Adjournment Proposal and the Compensation Proposal will be considered for purposes of determining a quorum for the transaction of business at the special meeting and will have the same effect as a vote “AGAINST” such matter.

Q: What is “Merger-related compensation”?

A: “Merger-related compensation” is certain compensation that is tied to or based on the completion of the Merger and may be payable to certain of Patterson’s named executive officers under its existing plans or agreements, which is the subject of the Compensation Proposal. See “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation”.

Q: Why am I being asked to cast a non-binding, advisory vote to approve “Merger-related compensation” payable to Patterson’s named executive officers under its plans or agreements?

A: In accordance with the rules promulgated under Section 14A of the Exchange Act, we are providing you with the opportunity to cast a non-binding, advisory vote on the compensation that may be payable to certain named executive officers of Patterson in connection with the Merger.

Q: What will happen if the shareholders do not approve the Compensation Proposal at the special meeting?

A: Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is on an advisory basis and will not be binding on Patterson or Parent. Further, the underlying compensation plans and agreements are contractual in nature and payments made pursuant to the terms of these plans and agreements are not, by their terms, subject to shareholder approval. Accordingly, payment of the “Merger-related compensation” is not contingent on shareholder approval of the Compensation Proposal.

Q: What is a quorum?

A: At any meeting of shareholders, the holders of record of a majority in voting power of the shares of outstanding Patterson common stock entitled to vote at the special meeting, present in person or by proxy, will constitute a quorum for the transaction of business, except as otherwise provided by law. Abstentions are considered as present for the purpose of determining the presence of a quorum. If you hold your shares in “street name” and you fail to provide your broker, bank or nominee with instructions how to vote on any of the proposals before the special meeting, your shares will not be counted as present at the special meeting for quorum purposes.

If a quorum is not present at the special meeting, the chairperson of the meeting may adjourn the meeting to another place, date or time.

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Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A: Most of our shareholders hold their shares through a broker, bank or nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q: How may I vote?

A: If you are a shareholder of record (that is, if your shares of common stock are registered in your name with our transfer agent, EQ Shareowner Services), you may vote or submit a proxy by attending the special meeting and voting in person by ballot, by completing, dating, signing and returning the enclosed proxy card or by voting via telephone or Internet.

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

If you are a shareholder of record, even if you plan to attend the special meeting in person, you are strongly encouraged to submit a proxy for your shares of common stock or vote via telephone or Internet. If you are a record holder, you may still vote your shares of common stock in person at the special meeting. Any vote in person at the special meeting will automatically revoke any proxy you previously submitted or submitted via telephone or Internet.

Q: If my broker, bank or nominee holds my shares in “street name,” will my broker, bank or nominee vote my shares for me?

A: Not without your direction. Your broker, bank or nominee will only be permitted to vote your shares on any proposal if you instruct your broker, bank or nominee on how to vote. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on certain “routine” matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares of Patterson common stock.

You should follow the procedures provided by your broker, bank or nominee regarding the voting of your shares of Patterson common stock. Without instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal and no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

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Q: How do I vote my shares in the Patterson Company Stock Fund (ESOP)?

A: If you previously participated in the Patterson Company Stock Fund (ESOP), follow the directions on your proxy card to vote shares allocated to your account in the ESOP component of the KSOP (as defined in the section titled “Security Ownership of Certain Beneficial Owners and Management - Security Ownership of Directors and Executive Officers”). Because the proposals in this proxy statement are non-routine, if you do not provide directions with respect to such shares, your shares will be voted in the same proportion on each proposal as shares for which directions have been provided by plan participants are voted.

Q: May I revoke my proxy after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

A: Yes. If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy must be received by our Corporate Secretary or submitted by telephone or Internet by 11:59 p.m., Eastern Time, the day before the special meeting. If you have submitted a proxy and you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to revoke your proxy.

Q: What is a proxy?

A: A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Patterson common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Patterson common stock is called a “proxy card.” The Board has designated Donald J. Zurbay and Les B. Korsh, each of them with full power of substitution, as proxies for the special meeting.

Q: If a shareholder submits a proxy, how are the shares voted?

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

If you sign and properly return your proxy card or submit your vote via telephone or Internet, but do not include instructions on how to vote, your shares of Patterson common stock will be voted as recommended by the Board with respect to each proposal. It is not currently anticipated that any other proposals for consideration will be presented at the special meeting. If other proposals requiring a vote of shareholders are brought before the special meeting in a proper manner, the persons named in the enclosed proxy card, if properly authorized, will have discretion to vote the shares they represent in accordance with their best judgment.

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Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares of Patterson common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a shareholder of record and your shares of Patterson common stock are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return each proxy card and voting instruction form that you receive. Each proxy card you receive comes with its own prepaid return envelope; if you submit a proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q: Who will count the votes?

A: The votes will be counted by the independent inspector of election appointed for the special meeting. Representatives of Broadridge Financial Services, Inc. will count the votes and will serve as the independent inspector of election.

Q: Where can I find the voting results of the special meeting?

A: Patterson intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Patterson files with the SEC are publicly available when filed. See “Where You Can Find More Information”.

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

A: If you are a U.S. holder (as defined in “The Merger -  Material U.S. Federal Income Tax Consequences of the Merger - Tax Consequences to U.S. Holders”), the exchange of your shares of Patterson common stock for cash (including any cash required to be withheld for tax purposes) pursuant to the Merger will generally require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that you receive pursuant to the Merger (including any cash required to be withheld for tax purposes) and your adjusted basis in such surrendered shares. A non-U.S. holder (as defined in “The Merger - Material  U.S. Federal Income Tax Consequences of the Merger - Tax Consequences to Non-U.S. Holders”) will generally not be subject to U.S. federal income tax with respect to the exchange of Patterson common stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or Patterson is, or was during the relevant period, a U.S. real property holding corporation. Because particular circumstances may differ, we recommend that you consult your tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the Merger is provided in “The Merger - Material  U.S. Federal Income Tax Consequences of the Merger”.

Q: When do you expect the Merger to be completed?

A: We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the fourth quarter of Patterson’s fiscal year 2025. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions, including adoption and approval of the Merger Agreement by the shareholders of Patterson and the receipt of certain regulatory approvals.

Q: Am I entitled to dissenters’ rights under the MBCA?

A: Yes. As a holder of Patterson common stock, if the Merger Agreement is approved by our shareholders at the special meeting and the Merger is consummated, you do not vote in favor of the Merger Agreement and

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otherwise comply with Sections 302A.471 and 302A.473 of the MBCA, you will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473 of the MBCA). The rights of dissenting shareholders under the MBCA are discussed under “The Merger - Dissenters’ Rights” on page 76. Any exercise of dissenters’ rights must be in accordance with the procedures set forth in Sections 302A.471 and 302A.473 of the MBCA, which sections are attached as Appendix B to this proxy statement. See “The Merger - Dissenters’ Rights”.

Q: Who can help answer my questions?

A: If you have any questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact Innisfree, our proxy solicitor. Shareholders may call toll-free at (877) 456-3507 and banks and brokers may call collect at (212) 750-5833.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of Patterson’s Board for use at the special meeting of shareholders or at any adjournments or postponements thereof.

Date, Time and Place

We will hold the special meeting on [●], 2025, at 10:00 a.m., Central Time, at our corporate headquarters located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120, unless the special meeting is postponed or adjourned.

Purpose of the Special Meeting

At the special meeting, we will ask our shareholders of record as of the Record Date to consider and vote on the following proposals:

Record Date; Shares Entitled to Vote; Quorum

Only shareholders of record as of the close of business on the Record Date are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of record of Patterson common stock on the Record Date will be entitled to one vote for each share of Patterson common stock held as of the Record Date on each matter submitted to our shareholders for approval at the special meeting. If you sell or transfer your shares of Patterson common stock after the Record Date but before the special meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Patterson common stock, but you will retain your right to vote those shares at the special meeting. A list of shareholders entitled to vote at the special meeting will be available in our offices located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during such meeting.

As of the Record Date, there were [●] shares of Patterson common stock outstanding and entitled to be voted at the special meeting.

A quorum of shareholders is necessary to hold a special meeting. The holders of record of a majority in voting power of the shares of outstanding Patterson common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, [•] shares must be represented by proxy or by shareholders present and entitled to vote at the special meeting to have a quorum. Abstentions will be counted as present for quorum purposes.

In the event that a quorum is not present at the special meeting, it is expected that the special meeting would be adjourned to a later date until a quorum is present.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the shares of Patterson common stock outstanding and entitled to vote on the matter as of the Record Date is required to approve the Merger Proposal. Adoption and

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approval of the Merger Agreement by our shareholders is a condition to the closing of the Merger. The failure of any shareholder of record to submit a signed proxy card, vote via telephone or Internet or vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the greater of (i) a majority of the outstanding shares of Patterson common stock present in person or by proxy and entitled to vote at the special meeting and (ii) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the special meeting,

Approval of the Compensation Proposal requires the affirmative vote of the greater of (i) a majority of the outstanding shares of Patterson common stock present in person or by proxy and entitled to vote at the special meeting and (ii) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the special meeting.

The failure of any shareholder of record to submit a signed proxy card, vote via telephone or Internet, or vote in person by ballot at the special meeting will not have any effect on the Adjournment Proposal or the Compensation Proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions as to the Adjournment Proposal and the Compensation Proposal will be considered for purposes of determining a quorum for the transaction of business at the special meeting and will have the same effect as a vote “AGAINST” such matter.

A “broker non-vote” results when banks, brokers and nominees return a valid proxy voting upon a matter or matters for which the applicable stock exchange rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the proposal and have not received specific voting instructions from the beneficial owner of such shares. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on certain “routine” matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. Patterson does not expect any broker non-votes at the special meeting as the proposals in this proxy statement are non-routine matters.

Stock Ownership and Interests of Certain Persons

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote an aggregate of 868,320 shares of Patterson common stock (excluding any shares that would be delivered upon the vesting, exercise or conversion, as applicable, of Company Options or Company PSUs), representing approximately 1% of the outstanding shares of Patterson common stock.

Our directors and executive officers have informed us that they currently intend to vote all of their shares of Patterson common stock: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Voting

If your shares of Patterson common stock are registered in your name with our transfer agent, EQ Shareowner Services, you may cause your shares to be voted at the special meeting by submitting your proxy card, by voting via telephone or Internet, or by voting in person at the special meeting. Based on your proxy cards or votes via telephone or Internet, the proxy holders will vote your shares of Patterson common stock according to your directions.

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If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. You are encouraged to vote by proxy or via telephone or Internet even if you plan to attend the special meeting in person. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted or vote submitted via telephone or Internet.

All shares of Patterson common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the shareholder. Properly executed proxies that do not contain voting instructions will be voted (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

If your shares of Patterson common stock are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting instruction form provided by your broker, bank or nominee, or over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on certain “routine” matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker’s, bank’s or nominee’s voting instruction form, do not provide voting instructions over the Internet or by telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or nominee, this will have the same effect as if you voted “AGAINST” the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Revocability of Proxies

If you are a shareholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy must be received by our Corporate Secretary or submitted by telephone or Internet by 11:59 p.m., Eastern Time, the day before the special meeting. If you have submitted a proxy and you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of Patterson common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to revoke your proxy. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow shareholders of Patterson who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned, however any such proxies that are not revoked will be voted at any such special meeting, as adjourned. Additionally, if the special meeting is postponed, any proxies that are not revoked prior to their use at the special meeting, as postponed, will be voted at any such special meeting, as postponed.

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Board of Directors’ Recommendation

The Board, after consulting with its financial advisor and outside legal counsel and carefully reviewing and considering the terms and conditions of the Merger and the various factors described in “The Merger - Recommendation of Our Board of Directors and Reasons for the Merger”, unanimously (with Donald J. Zurbay, Chief Executive Officer and Director of the Company, having recused himself) (i) determined and declared that the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Patterson and its shareholders, (ii) approved the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated by thereby, including the Merger, be submitted to the shareholders of Patterson for adoption and approval, and (iv) recommended that Patterson’s shareholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Expenses of Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by the Board. Except as otherwise expressly provided in the Merger Agreement, expenses incurred in connection with the printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws are our responsibility. We have engaged the services of Innisfree to solicit proxies for the special meeting. In connection with its retention, Innisfree has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay Innisfree a fee of up to $60,000, plus certain fees and expenses in connection with its services, and we will indemnify Innisfree for certain losses arising out of its proxy solicitation services. Copies of solicitation materials will also be furnished to banks, brokerage firms, fiduciaries and custodians holding shares of Patterson common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners of Patterson common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers and employees, or representatives of Innisfree, in person or by telephone, email, fax or other means of communication and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers or employees for their services in connection with the solicitation of proxies.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval of the Merger Proposal by our shareholders and the receipt of regulatory approvals, we anticipate that the Merger will be consummated in the fourth quarter of Patterson’s fiscal year 2025.

Other Matters

At this time, we know of no other matters to be submitted at the special meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

The proxy statement is available on our website, www.pattersoncompanies.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC.

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Rights of Shareholders Who Assert Dissenters’ Rights

If the Merger Agreement is approved by our shareholders at the special meeting and the Merger is consummated, any of our shareholders who do not vote in favor of the Merger Agreement and who otherwise comply with Sections 302A.471 and 302A.473 of the MBCA will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473 of the MBCA). The rights of dissenting shareholders under the MBCA are discussed under “The Merger - Dissenters’ Rights” on page 76. Any exercise of dissenters’ rights must be in accordance with the procedures set forth in Sections 302A.471 and 302A.473 of the MBCA, which sections are attached as Appendix B to this proxy statement. It is possible that the fair value of shares of Patterson common stock as determined pursuant to the dissenters’ rights procedures may be determined to be less than the value of the Merger Consideration. For a description of the rights of holders of dissenting shares and of the procedures to be followed to assert such rights and obtain payment of the fair value of such dissenting shares, see Section 302A.471 of the MBCA, which is attached as Appendix B to this proxy statement, as well as the information set forth below.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 456-3507

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

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CAUTIONARY STATEMENT CONCERNING

FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may include “forward-looking” statements within the meaning of the U.S. securities laws, including Section 21E of the Exchange Act, that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Merger. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “seeks,” “forecasts,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential” or other similar expressions, or the negative of these terms or comparable terminology. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. We believe these assumptions are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent releases or reports. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:

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The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with the information contained or incorporated by reference herein, including, but not limited to, our Annual Report on Form 10-K for the year ended April 27, 2024, our definitive proxy statement for our 2024 annual meeting of shareholders filed with the SEC on August 2, 2024, our recent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. See “Where You Can Find More Information”. No assurance can be given that these are all the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we do not intend, and assume no obligation, to update any forward-looking statements. Patterson shareholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

All information contained in this proxy statement exclusively concerning Parent, Merger Sub and their affiliates has been supplied by Parent and Merger Sub and has not been independently verified by us.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached as Appendix A to, and incorporated by reference into, this proxy statement. You should read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Parties Involved in the Merger

Patterson Companies, Inc.

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(651) 681-1600

www.pattersoncompanies.com

Patterson, a Minnesota corporation, is a value-added specialty distributor serving the U.S. and Canadian dental supply markets and the U.S., Canadian and U.K. animal health supply markets. Patterson operates through its two strategic business units, Patterson Dental and Patterson Animal Health, offering similar products and services to different customer bases. Each business has a strong competitive position, serves a highly fragmented market that offers consolidation opportunities and offers relatively low-cost consumable supplies, which makes its value-added business proposition highly attractive to its customers. Patterson believes that it has a strong brand identity as a value-added, full-service distributor with broad product and service offerings, having begun distributing dental supplies in 1877.

Patterson’s strategically located fulfillment centers enable it to better serve its customers and increase its operating efficiency. This infrastructure, together with broad product and service offerings at competitive prices, and a strong commitment to customer service, enables Patterson to be a single source of supply for its customers’ needs. Patterson’s infrastructure also allows it to provide convenient ordering and rapid, accurate and complete order fulfillment.

Electronic commerce solutions have become an integral part of dental and animal health supply and distribution relationships. Patterson’s distribution business is characterized by rapid technological developments and intense competition. The continuing advancement of online commerce requires Patterson to cost-effectively adapt to changing technologies, to enhance existing services and to develop and introduce a variety of new services to address the changing demands of consumers and customers on a timely basis, particularly in response to competitive offerings. Patterson believes that its tradition of reliable service, name recognition and large customer base built on solid customer relationships, position it well to participate in this significant aspect of the distribution business. Patterson continues to explore methods to improve and expand its Internet presence and capabilities, including online commerce offerings and use of various social media outlets.

Patterson common stock trades on the NASDAQ Global Select Market^® under the symbol “PDCO.”

Patterson’s principal executive offices are located at 1031 Mendota Heights Road, St. Paul, Minnesota 55120, and its telephone number is (651) 686-1600. For more information about Patterson, please visit its website, www.pattersoncompanies.com. This website address is provided as an inactive textual reference only. The information contained on (or accessible through) Patterson’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See “Where You Can Find More Information” on page 122 of this proxy statement.

Paradigm Parent, LLC

c/o Patient Square Capital, L.P.

2884 Sand Hill Road, Suite 100

Menlo Park, California 94025

(650) 677-8000

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Parent is a Delaware limited liability company that was formed by affiliates of Patient Square solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions.

Paradigm Merger Sub, Inc.

c/o Patient Square Capital, L.P.

2884 Sand Hill Road, Suite 100

Menlo Park, California 94025

(650) 677-8000

Merger Sub is a Minnesota corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and Patterson will continue as the surviving corporation and as a wholly owned subsidiary of Parent.

Certain Effects of the Merger on Patterson

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Patterson, with Patterson continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Patterson will cooperate with Parent to delist Patterson common stock from NASDAQ and to deregister under the Exchange Act as soon as reasonably practicable following the Effective Time, and at such time, we will cease to be a publicly traded company and will no longer be obligated to file periodic reports with the SEC. If the Merger is completed, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Patterson shareholder (except that shareholders who hold dissenting shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their dissenting shares as determined by Section 302A.473 of the MBCA, as described in “The Merger - Dissenters’ Rights” on page 76 of this proxy statement and Appendix B to this proxy statement).

The Effective Time will occur upon the filing of the articles of merger with the Secretary of State of the State of Minnesota, or at such later date and time as we, Parent and Merger Sub may agree and specify in the articles of merger.

Effect on Patterson if the Merger is Not Completed

If the Merger Proposal is not approved by the shareholders of Patterson or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Patterson common stock. Instead, we will remain a public company, Patterson common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC.

Furthermore, depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of Patterson common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Patterson common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Patterson common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance shareholder value. If the Merger Proposal is not approved by the shareholders of Patterson or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Patterson’s Board will be offered or that our business, financial condition or results of operations will not be adversely impacted.

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In addition, under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described under “The Merger Agreement - Termination Fees”.

Merger Consideration

At the Effective Time, each share of Patterson common stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held directly by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Patterson, Parent or Merger Sub and (ii) dissenting shares) will be converted automatically into the right to receive the Merger Consideration. All shares of Patterson common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist as of the Effective Time, and will thereafter represent only the right to receive the Merger Consideration.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Patterson shareholder (except that shareholders who hold dissenting shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their dissenting shares as determined by Section 302A.473 of the MBCA, as described in “The Merger - Dissenters’ Rights” on page 76 of this proxy statement and Appendix B to this proxy statement).

Background of the Merger

The following chronology summarizes key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every communication among the Board, representatives of Patterson and other parties.

In the ordinary course, the Board and Patterson management periodically review and assess Patterson’s results of operations, financial position, business strategy and growth opportunities, as well as trends and conditions affecting Patterson’s industry and business generally. Such assessments include annual dedicated strategy sessions and periodic meetings or consultations with third-party advisors, as well as consideration of potential strategic alternatives to maximize shareholder value, including acquisitions and other transactions. At regularly scheduled meetings of the Board, in connection with the Board’s evaluation of Patterson’s business strategy and growth opportunities, Patterson’s management routinely updates the Board on Patterson’s recent activities and reviews strategic opportunities and challenges for Patterson in light of current market conditions and trends. Patterson’s management and certain members of the Board also engage in general discussions from time to time with various parties, including strategic parties, financial sponsors, market participants and investment banking firms, regarding Patterson’s business, strategy and growth opportunities, including opportunities for collaboration, potential business combinations, acquisitions and other transactions.

On April 10, 2024, Don Zurbay, the Company’s President and Chief Executive Officer and director, and Les Korsh, the Company’s Chief Legal Officer and Corporate Secretary, met with Brian McCarthy, who was previously an investment banker who had advised Patterson in its 2015 acquisition of Animal Health International, Inc. and its 2015 disposition of Patterson Medical Holdings, Inc. Mr. McCarthy, who had recently become a senior advisor to Patient Square, invited Patient Square Partner Justin Sabet-Peyman to attend. Mr. Sabet-Peyman expressed Patient Square’s interest in potentially acquiring Patterson and sought to initiate information sharing. Messrs. Zurbay and Korsh thanked Mr. Sabet-Peyman for his interest, noting that this request would be a matter for Patterson’s Board to consider.

During the week of April 15, 2024, Mr. McCarthy reached out to Mr. Korsh and reiterated Patient Square’s interest in potentially acquiring Patterson and requested a conversation with Patterson’s non-executive Chairman of the Board John Buck, who he had known since 2014. Messrs. Zurbay and Korsh briefed Mr. Buck about Mr. McCarthy’s request and the April 10 discussion.

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On April 22, 2024, Mr. McCarthy reached out directly to Mr. Buck to request a discussion. Subsequently, on April 25, 2024, Messrs. McCarthy and Buck had a conversation in which Mr. McCarthy provided background about Patient Square and his tenure at the firm, and expressed Patient Square’s interest in potentially acquiring Patterson. Mr. Buck explained to Mr. McCarthy that Patterson was not for sale and that the Board was positive about the strategic plan, the management team and its newly appointed directors. Mr. Buck further observed that Patterson’s common stock was hovering around its 52-week low. Mr. Buck declined Mr. McCarthy’s proposal for Patient Square to engage in further discussion with Patterson management, noting he did not want management to be distracted. Mr. Buck advised Mr. McCarthy that further discussion, if any, regarding Patient Square’s interest in Patterson should be addressed to him. Mr. McCarthy indicated that he would follow up with Mr. Buck in a week.

On April 30, 2024, at a regularly scheduled meeting of the Board attended by Patterson’s outside legal advisors, Taft, Stettinius & Hollister LLP (Taft), Mr. Zurbay briefed the Board regarding the unsolicited interest of Patient Square in acquiring Patterson. The Board also discussed the engagement of an investment bank to assist with its continued evaluation of Patterson’s business strategy and growth opportunities. Mr. Zurbay suggested that the Board consider engaging Guggenheim Securities given its strong reputation and expertise related to healthcare.

As part of the April 30 Board meeting, the Board held an executive session with only the non-employee directors and Taft present. The non-employee directors discussed extending Patterson’s long-range plan (the “Long-Range Plan”), which had been initially reviewed by the Board in February 2024 and contained projections through fiscal year 2028, to include projections through fiscal year 2029. The non-employee directors further contemplated the potential engagement of an investment bank to assist with continued evaluation of Patterson’s business strategy and growth opportunities. The non-employee directors noted that the Board and management had worked with several investment banks over the years (including at the Board’s February 2024 strategy session), observed the potential utility of exposure to a new investment bank and discussed the benefits and costs of interviewing multiple candidates. The non-employee directors determined to begin their evaluation by meeting with representatives of Guggenheim Securities to learn more about the firm’s credentials and to decide after such meeting whether to interview other investment banks. Mr. Buck indicated that he would authorize Mr. Zurbay to enter into a confidentiality agreement with Guggenheim Securities to facilitate an introductory meeting with the Board.

On May 2, 2024, Mr. McCarthy called Mr. Buck to reiterate Patient Square’s interest in potentially acquiring Patterson and to propose a meeting among Jim Momtazee, the Managing Partner of Patient Square, Mr. McCarthy, Mr. Sabet-Peyman and Mr. Buck. Mr. Buck agreed to meet on a later date.

On May 3, 2024, the Company entered into a confidentiality agreement with Guggenheim Securities.

On May 8, 2024, Board members, Mr. Korsh and Taft attended an introductory meeting with representatives of Guggenheim Securities, who presented their extensive experience with other clients in the healthcare industry, which experience included assistance in evaluating a range of strategic options, growth strategies, merger and acquisition opportunities and other strategic transactions. Following the presentation, consistent with the Board’s practice of regularly conducting executive sessions without members of management present, the Board held an executive session with only the non-employee directors and Taft present to discuss the benefits of working with an investment bank to evaluate Patterson’s business strategy and Guggenheim Securities’ qualifications. During the May 8 executive session, the non-employee directors determined that engaging Guggenheim Securities to conduct a broad assessment of business strategy would be in the best interests of Patterson and its shareholders and authorized Mr. Buck to execute an engagement letter with Guggenheim Securities for such purpose.

On May 22, 2024, Messrs. Buck, Momtazee, Sabet-Peyman and McCarthy had an in-person discussion during which Mr. Sabet-Peyman expressed Patient Square’s interest in acquiring Patterson, and Mr. Buck stated that Patterson was not for sale and that the Board did not want management to be distracted.

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On May 29, 2024, Mr. Buck received a non-binding letter from Patient Square (dated May 28, 2024) indicating that, based solely on its analysis of public information, which would need to be confirmed in a due diligence process under a confidentiality agreement and affirmed thereafter, Patient Square believed it could pay in the range of $31.00 to $34.00 per share in cash to acquire Patterson. Based on Patterson’s closing price of $23.98 on May 28, 2024, the price indicated represented a premium ranging from 29.3% to 41.8% (with the $32.50 mid-point representing a premium of 35.5%).

That same day, Mr. Buck distributed the letter to Messrs. Zurbay and Korsh, the members of management who had met with Messrs. McCarthy and Sabet-Peyman on April 10, and Taft. Messrs. Buck, Zurbay and Korsh and Taft then discussed the letter. Mr. Buck stated that he believed the indicated price range was inadequate and insufficient to warrant further engagement with Patient Square. Among other things, he noted the high end of the range was below Patterson’s then 52-week trading high and that he believed that the range was not reflective of the long-term shareholder value that could be created under the Long-Range Plan. Following discussion, Mr. Buck determined that Patterson should quickly respond with a rejection of the offer.

During the evening of May 29, 2024, Mr. Buck left a voicemail for Mr. McCarthy expressing that, despite being impressed by Messrs. Momtazee and Sabet-Peyman, he believed the proposed price range was inadequate and that Mr. Momtazee would be receiving a written response to that effect. Later that same evening, Mr. Buck wrote to Mr. Momtazee thanking him for his interest in Patterson and Patient Square’s enthusiasm for the business and advising him of his belief that the price range was inadequate and that Patterson would not be supplying the requested confidential information. The next day, Mr. Buck, in his capacity as Patterson’s non-executive Chairman of the Board, updated the Board regarding these developments.

Between May 30 and June 3, 2024, Mr. McCarthy reached out various times to Mr. Buck requesting further conversation.

On June 3, 2024, Messrs. Buck and McCarthy spoke. Mr. McCarthy sought additional information regarding Patterson’s rejection of Patient Square’s proposed price range. Mr. Buck explained that Patterson was not for sale, that he believed the business was strong, which was not reflected by Patient Square’s proposed price range, and that the price range was not reflective of the value indicated by Patterson’s Long-Range Plan. Mr. McCarthy reiterated Patient Square’s interest in acquiring Patterson.

On June 3, 2024, Guggenheim Securities delivered to Patterson a material relationship disclosure letter.

On June 11, 2024, at a regularly scheduled meeting of the Board attended by management and Taft, management briefed the Board regarding industry themes and the Company’s competitive landscape, as well as the proposed operating and capital budget for fiscal year 2025. Following discussion, management also reviewed with Patterson’s Board certain ordinary course updating of the Long-Range Plan, including reflection of the Company’s budget for fiscal year 2025 and inclusion of fiscal year 2029. At the June 11 meeting, the Board approved the Company’s operating and capital budgets for fiscal year 2025. In addition, Taft provided the Board a review of its fiduciary duties in the context of an unsolicited offer to buy Patterson. Among other things, the Board discussed the importance of the non-executive Chairman of the Board being the lead spokesperson authorized to speak on this topic and the importance of obtaining Mr. Zurbay’s input on strategic direction and potential strategic transactions given the insights he could provide as the Company’s Chief Executive Officer. The Board also acknowledged that Mr. Zurbay, as an employee director with interests beyond those as a shareholder, would recuse himself from deliberations, decision-making and voting on any offer or indication of interest that may be presented and that, in such context, any action to be taken in connection with an acquisition proposal would only occur under the supervision and at the direction of the Board’s independent disinterested directors. See “The Merger - Interests of the Directors and Executive Officers of Patterson in the Merger” on page 66 of this proxy statement for information.

Guggenheim Securities was invited to join for a portion of the June 11 Board meeting to present Guggenheim Securities’ preliminary standalone valuation analysis of Patterson based on Patterson’s Long-Range

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Plan. Among other things, Guggenheim Securities discussed market expectations regarding Patterson’s performance and potential strategic opportunities for Patterson.

As part of the June 11 Board meeting, the Board held an executive session with only the non-employee directors and Taft present. Messrs. Zurbay and Korsh were also invited to be present for a portion of the session. Directors discussed the Company’s current stock price, the anticipated impact of the Company’s upcoming earnings announcement, the strategic alternatives potentially available to the Company and the potential creation of long-term shareholder value under the Long-Range Plan. Messrs. Zurbay and Korsh were then excused from the session and the non-employee directors discussed management’s execution of the Long-Range Plan and potential long-term shareholder value creation. In addition, the non-employee directors discussed the previously expressed interest of Patient Square and determined to direct Guggenheim Securities to analyze strategic alternatives that may be available to Patterson.

On June 18, 2024, Patterson announced financial results for the fourth quarter and full fiscal year ended April 27, 2024. On that date, the stock price rose to $25.38 from a closing price of $22.85 on June 17, 2024.

On June 24, 2024, Mr. McCarthy reached out to Mr. Buck to request a conversation.

On June 25, 2024, Messrs. McCarthy and Buck spoke. Mr. McCarthy expressed Patient Square’s continued interest in Patterson and indicated that Patient Square could analyze Patterson on an accelerated basis if it were afforded an opportunity to meet with Mr. Zurbay and other members of executive leadership and conduct limited confidential due diligence under a non-disclosure agreement. Mr. Buck asked Mr. McCarthy to send Patient Square’s request in writing.

On June 26, 2024, Mr. Momtazee wrote to Mr. Buck reiterating Patient Square’s interest in Patterson and indicating that subject to due diligence under a mutually agreeable confidentiality agreement, Patient Square would provide a proposal describing the terms, including an updated price range, under which it would be prepared to acquire Patterson.

On June 28, 2024, Messrs. Buck, Zurbay, and Korsh and Taft discussed Patient Square’s request. Mr. Buck expressed his belief that, having completed the June Board meeting, discussed with Guggenheim Securities its preliminary standalone valuation analysis presented at such June 11 Board meeting, approved operating and capital budgets for fiscal year 2025 at such June 11 Board meeting, and announced fiscal year 2024 earnings and guidance for fiscal year 2025, allowing limited discussion and due diligence – subject to a non-disclosure agreement containing an appropriate standstill – could provide additional information to the Board in connection with its evaluation of the Company’s strategic alternatives and efforts to create long-term shareholder value. On this basis, Mr. Buck instructed management and Guggenheim Securities to make such due diligence information available to Patient Square. That same day, Mr. Buck advised the Board that he recommended making such due diligence information available to Patient Square under a non-disclosure agreement, absent the Board’s desire to discuss this recommendation, and that a subsequent Board meeting would be scheduled with Guggenheim Securities to discuss the Company’s strategic alternatives.

On July 1, 2024, Patterson (through Guggenheim Securities) and Patient Square exchanged drafts of a non-disclosure agreement for the purpose of Patterson providing limited confidential information to Patient Square.

On July 2, 2024, Patterson and Patient Square entered into a non-disclosure agreement containing an 18-month standstill.

From July 2, 2024 to July 10, 2024, Patterson coordinated with Guggenheim Securities and Taft to populate a virtual data room for purposes of supplying limited due diligence material to Patient Square, which information included the Long-Range Plan as reviewed and approved by the Board in February 2024, which management had updated to reflect the Company’s budget for fiscal year 2025 and extended a year to include to fiscal year 2029.

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On July 11, 2024, Patterson provided Patient Square access to the virtual data room.

On July 17, 2024, the Board held a special meeting, with Mr. Korsh and Taft present, and reviewed the status of Patient Square’s due diligence, which was now being conducted under the terms of the non-disclosure agreement that had been executed on July 2. Mr. Zurbay affirmed that, as initially discussed at the June 11 Board meeting, he would recuse himself from deliberations, decision-making and voting on any offer or indication of interest that may be presented and act solely at the instruction of the independent disinterested directors. As part of the July 17 Board meeting, the Board held an executive session with only the non-employee directors and Taft present. Taft reviewed the importance of, before making decisions relative to the matters at hand, confirming the independence and disinterest of the non-employee directors, specifically John D. Buck, Meenu Agarwal, Alex N. Blanco, Jody H. Feragen, Robert C. Frenzel, Philip G.J. McKoy, Neil A. Schrimsher and Pamela J. Tomczik. After reviewing the meaning of those terms, each non-employee director confirmed that he or she was independent and disinterested with respect to the potential transaction with Patient Square. The independent disinterested directors then considered the engagement of Guggenheim Securities to assist in Patterson’s review of strategic alternatives. Such directors also reviewed the material relationship disclosure letter provided by Guggenheim Securities on June 3, 2024, discussed that Guggenheim Securities would be able to provide independent financial advice to the Board and approved the engagement. The independent disinterested directors further noted that the engagement would enable Guggenheim Securities assist management in preparation for the due diligence meeting to be held the following week with Patient Square.

On July 17, 2024, Patient Square and Guggenheim Securities had a call to discuss the Long-Range Plan and logistics related to the sharing of due diligence information.

On July 22, 2024, certain of Patterson’s executive officers, namely Messrs. Zurbay, Barry, Pohlman and Korsh, provided in-person management presentations to several representatives of Patient Square, including Messrs. Momtazee and Sabet-Peyman, at Taft’s offices. Such presentations were responsive to due diligence topics submitted by Patient Square in advance of the meeting. Representatives of Guggenheim Securities also participated in the meeting.

On July 31, 2024, Dentsply Sirona publicly disclosed that it had delivered a non-renewal notice relating to its non-exclusive distribution agreements with Patterson. Also on July 31, 2024, Guggenheim Securities received a letter addressed to Mr. Buck from Patient Square which: stated that Patient Square had updated its proposed non-binding valuation range to $33.50 to $35.00 per share (pursuant to Mr. Buck’s May 29, 2024 communication to Patient Square that he believed its prior range of $31.00 to $34.00 per share was insufficient to continue dialogue); requested additional due diligence information and the Board’s permission to approach (i) a small number of limited partners that Patient Square anticipated would participate in any potential transaction as equity financing sources and (ii) debt financing sources; and expressed Patient Square’s support for a customary “go shop” post signing subject to a customary matching right and termination fees.

On August 1, 2024, Guggenheim Securities delivered to Patterson an updated material relationship disclosure letter, which the independent disinterested directors reviewed on November 14, containing additional information regarding positions by investment management affiliates and related entities in indebtedness issued by affiliates of Patient Square and a de minimis amount of the Company’s equity. The updated material relationship disclosure letter did not lead to a change in the independent disinterested directors’ view that Guggenheim Securities could continue providing independent financial advice to the Board.

Also on August 1, 2024, Patient Square delivered the list of additional due diligence information requested, including but not limited to summarizing Patterson’s correspondence with Dentsply Sirona and potential financial implications on the business.

On August 7, 2024, the Board held a special meeting. Representatives of Guggenheim Securities discussed with the Board an updated preliminary standalone financial analysis of Patterson as well as a review of the

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strategic alternatives potentially available to Patterson. As part of this discussion, Guggenheim Securities reviewed feedback received from Patient Square on the risks of achieving the Long-Range Plan and also that current Wall Street consensus earnings expectations for Patterson were below the Long-Range Plan.

As part of the August 7 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present. Mr. Zurbay was also invited to be present for a portion of the session. After Taft reviewed fiduciary duties and related legal considerations, Mr. Zurbay was excused from the session and the independent disinterested directors discussed the Company’s strategic positioning and alternatives, and how to respond to the updated July 31, 2024 proposal from Patient Square. The independent disinterested directors also discussed the prospective timeline, Patient Square’s involvement of limited partners, the anticipated revised price range, the risks and benefits of performing a market canvass involving potentially both strategic and financial buyers, the importance of Patterson’s first quarter fiscal 2025 results, management’s ability to execute on the Long-Range Plan, macro-economic considerations, the price range proposed by Patient Square on July 31, 2024, and the likelihood of Patient Square being able and willing to transact at the top of such proposed price range. The independent disinterested directors determined that due diligence information could be shared with a select number of Patient Square’s potential limited partner equity co-investors (none of which would be exclusive to Patient Square) but, to reduce the likelihood of a leak and the associated business disruption, such information could not be disclosed to any of Patient Square’s debt financing sources at this time.

Between August 8, 2024 and September 6, 2024, Patient Square continued its due diligence review and Patterson’s management responded to various due diligence requests from Patient Square, including participating in an in-depth virtual meeting with Patient Square on September 4, 2024.

On August 23, 2024, Messrs. Barry and Korsh and Patient Square met to discuss Dentsply Sirona including an update on additional correspondence received from Dentsply Sirona and management’s latest view on the impact of this relationship on the business.

On August 28, 2024, Patterson reported financial results for the first quarter of fiscal year 2025. On that date, the stock price fell to $22.48 from a closing price of $25.69 on August 27, 2024.

On September 9, 2024, Patient Square delivered a letter reiterating its significant interest in acquiring Patterson at $33.50 per share, the low end of the previously indicated price range. The letter noted the potential impact of Patterson’s existing receivables facilities on potentially available debt financing, uncertainty surrounding a future distribution agreement with Dentsply Sirona, and weaker than anticipated financial results for the first quarter of fiscal year 2025. In addition, Patient Square again requested additional due diligence information and the Board’s permission to approach debt financing sources.

On September 17, 2024, at a regularly scheduled meeting of the Board attended by Mr. Korsh and Taft, the Board reviewed and discussed the Company’s business and operations. Representatives of Guggenheim Securities joined the meeting to provide an updated preliminary standalone valuation analysis of the Company based on the Long-Range Plan. Among other things, the representatives of Guggenheim Securities noted that in light of the recently reported earnings for the first quarter of fiscal year 2025 and that current Wall Street consensus estimates for Patterson were below the Long-Range Plan, Guggenheim presented various sensitivity cases as part of its analysis of the Long-Range Plan. The representatives of Guggenheim Securities and management also reviewed the status of Patient Square’s due diligence efforts to date.

As part of the September 17 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present to further discuss Patient Square’s updated offer. Taft reviewed fiduciary duties of the independent disinterested directors. After discussion, the independent disinterested directors determined to authorize Guggenheim Securities to inform Patient Square that Patterson would permit additional due diligence premised on the expectation that the offer price will increase, noting in particular that Patient Square needed to increase its offer price before Patient Square would be allowed to approach debt financing

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sources. The independent disinterested directors also discussed the advisability of conducting a targeted market canvass simultaneously with engaging with Patient Square, and directed Guggenheim Securities to perform such market canvass to assess whether any financial or strategic parties were potentially interested in an acquisition of Patterson. The independent disinterested directors appointed Mr. Buck as lead negotiator to act in between Board meetings on behalf of the independent disinterested directors and to serve as a point of contact for Taft and Guggenheim Securities. The independent disinterested directors chose Mr. Buck to be the lead negotiator because of his financial, strategic and leadership experience.

On September 17, 2024, as authorized by the Board on that day (with Mr. Zurbay recused), Guggenheim Securities informed Patient Square that due diligence could continue premised on the expectation that Patient Square’s proposed price would increase. Guggenheim Securities also relayed the independent disinterested directors’ position that the price would need to increase before Patterson would authorize Patient Square to approach debt financing sources. Between September 17 and September 21, 2024, several discussions between representatives of Guggenheim Securities and Patient Square took place during which time Guggenheim Securities indicated that Patient Square needed to increase its proposed price in order for the due diligence process to continue. From these discussions, Patient Square made clear it was unable to increase its offer over $33.50 per share.

Consistent with the September 17 directive of the independent disinterested directors, during the remainder of the week of September 17, 2024, Patterson management, with assistance from Guggenheim Securities, prepared for the market canvass, including by producing for distribution to potentially interested parties a presentation based on a recent investor relations deck that included the current management forecast and Long-Range Plan that was most recently reviewed by the Board at its June 2024 meeting, and a form of non-disclosure agreement that was substantially similar to the non-disclosure agreement entered into with Patient Square on July 2.

On September 21, 2024, Mr. Momtazee wrote to Messrs. Buck and Zurbay that Patient Square was “disappointed” that the Board did not want to continue discussions with Patient Square and that if circumstances ever changed, Patient Square remained interested. Messrs. Buck and Zurbay discussed the correspondence. Mr. Buck further discussed the correspondence with representatives of Guggenheim Securities and determined that it would be useful to obtain clarity from Patient Square regarding what Mr. Momtazee intended. In that regard, Mr. Buck instructed Mr. Zurbay to contact Mr. Momtazee for the express and exclusive purpose of obtaining clarity regarding what Mr. Momtazee meant by his statement that Patterson’s Board did not want to continue discussions.

On September 22, 2024, Messrs. Zurbay and Momtazee spoke. Mr. Momtazee communicated that Patient Square continued to be significantly interested in acquiring Patterson but that the previously communicated price of $33.50 per share was the highest price Patient Square was willing and able to offer.

On September 23, 2024, Mr. Buck spoke with representatives of Guggenheim Securities, who confirmed that Patient Square sought to continue discussions based on its $33.50 offer price. Mr. Buck, in his capacity as lead negotiator, determined to allow Patient Square (1) to continue due diligence as previously approved by the independent disinterested directors and (2) to engage in conversations with potential debt financing sources, consistent with the terms outlined in Patient Square’s letter from September 9, 2024. Later on September 23, 2024, representatives of Guggenheim Securities conveyed the foregoing to Patient Square. On September 24, 2024, Patterson received written confirmation from Patient Square indicating its commitment to its September 9, 2024 offer letter. Mr. Buck advised the Board of Patient Square’s written confirmation.

Beginning on September 23, 2024, at the Board’s direction (with Mr. Zurbay recused), Guggenheim Securities initiated discussions with six potentially interested parties that Guggenheim Securities believed to (1) be most likely to be interested in acquiring Patterson, (2) have relevant sector knowledge and (3) be capable of consummating a transaction with Patterson, two of which were strategic buyers and four of which were

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financial sponsors, regarding whether such parties would have an interest in exploring a transaction with Patterson. Guggenheim Securities informed these parties that Patterson had received inbound interest and was soliciting competing proposals from a limited number of potential bidders and that if they delivered a competitive proposal Guggenheim Securities and Patterson would design a process to ensure they had adequate time to complete their work. Following this initial outreach, Guggenheim sent confidentiality agreements to two potentially interested parties, both financial sponsors (Party A and B). The remaining four parties indicated they were not interested in pursuing a transaction.

Also on September 23, 2024, for possible use with Patient Square and in the targeted market canvass, Mr. Buck instructed Taft to prepare an initial draft of a merger agreement for a transaction in which Patterson would be acquired.

On September 24, 2024, Patient Square identified debt financing sources it wished to contact.

In response to a due diligence request list provided by Patient Square to Patterson on September 28, 2024, Patterson expanded Patient Square’s data room access to include its various professional advisors, including its outside legal counsel Kirkland & Ellis (K&E) and its outside regulatory counsel Greenberg Traurig (GT). Between September 28, 2024 and December 10, 2024, Patterson and its advisors engaged in a financial, legal and regulatory due diligence process with Patient Square and its advisors.

Following receipt of Guggenheim Securities’ initial feedback regarding the targeted market canvass, during the first week of October 2024, Mr. Buck instructed Guggenheim Securities to expand its outreach. In response, Guggenheim Securities initiated discussions with two additional potentially interested parties also selected based upon Guggenheim Securities’ belief that such parties would be most likely to be interested in acquiring Patterson, one of which was a strategic buyer and one of which was a financial sponsor, regarding whether such parties would have an interest in exploring a transaction with Patterson. Following this subsequent outreach, Patterson sent a confidentiality agreement to one additional potentially interested party, a financial sponsor (Party C). The other party indicated it was not interested in pursuing a transaction.

On October 6, 2024, Patterson’s management met with Patient Square to provide initial financial results for August and September of 2024 and mentioned an updated forecast for fiscal year 2025. Following that meeting, Patterson’s management provided such updated forecast to Patient Square via email. The forecast provided a budget for fiscal year 2025 that was updated from the version previously provided.

On October 7, 2024, Taft supplied a draft of the proposed merger agreement to Mr. Buck. Taft reviewed the terms and conditions of such draft with Mr. Buck in detail on October 8, 2024 and incorporated his feedback into a revised draft. Following discussion between representatives of Guggenheim Securities and Patient Square on the status of the due diligence review, such draft was furnished by representatives of Guggenheim Securities to Patient Square on October 14, 2024.

Between October 9, 2024 and October 14, 2024, each of Party A, B and C executed a confidentiality agreement, gained access to the virtual data room and was scheduled to receive a management presentation. Consistent with the September 17 directive of the independent disinterested directors, on October 14, 2024, representatives of Guggenheim Securities distributed a bid process letter to each of Party A, B and C, setting forth a deadline for initial bids of 5:00 p.m. Eastern time on October 28, 2024 and indicating the proposed merger agreement would be provided subject to receipt of competitive offers.

From October 16, 2024 through October 18, 2024, Patterson management provided separate management presentations to representatives of each of Party A, B and C. Following each such meeting, Guggenheim Securities had a follow-up telephone conversation with each Party. Additional due diligence information was supplied to each of Party A, B and C and Patterson supplied responses via the virtual data room. Within a few days of the management presentation, Party B declined to proceed in the process.

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On October 24, 2024, Patterson’s Board had a special meeting at which representatives from Guggenheim Securities reviewed the status of the targeted market canvass, including that outreach had been made to eight potentially interested parties, with three parties expressing interest in evaluating the opportunity, signing a confidentiality agreement and receiving due diligence materials and a management presentation, and that two such parties – Party A and Party C – remained engaged in the process. The representatives of Guggenheim Securities discussed their beliefs on the interest, sector knowledge and ability of each of Party A and Party C to consummate an acquisition of Patterson as well as the reasons cited by the other six parties for passing on the opportunity, including feedback received on the impediments to achieving of the Long-Range Plan and growth forecasts. Guggenheim Securities then summarized Patient Square’s ongoing due diligence efforts and the status of Patient Square’s discussions with its equity and debt financing sources.

As part of the October 24 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present. Taft discussed certain legal matters relating to the process, including fiduciary duty considerations relating to any decision to continue the process and the consideration of alternative offers. Taft then reviewed and discussed the key terms and conditions of the proposed draft merger agreement. The independent disinterested directors also discussed second quarter performance and operational matters.

On October 28, 2024, Patterson received a written proposal from Party A to take Patterson private at a price range of $25.00 to $27.00 per share.

On October 29, 2024, Guggenheim Securities informed Party A that it needed to improve its bid to be competitive based on the significant delta between Party A’s offer and Patient Square’s then $33.50 per share offer price, sought a written proposal from Party C and followed up with Patient Square regarding the status of its equity and debt commitment letters and merger agreement markup.

Later in the day on October 29, 2024, Party A declined to improve its bid and declined to proceed in the process. Also later in the day, Guggenheim Securities spoke with Party C regarding its intention to submit a written proposal for an acquisition of the Company. Party C also declined to proceed in the process.

Further on October 29, 2024, as instructed by the Board (with Mr. Zurbay recused), Guggenheim Securities contacted Patient Square to discuss the status of its due diligence review, equity and debt commitment letters, and markup of the proposed merger agreement. Patient Square indicated that its debt financing sources required Patterson’s October financial information as part of their due diligence review, that Patient Square would require more time to complete due diligence and that it was targeting the week of November 11, 2024 to provide equity and debt financing commitment letters.

On November 4, 2024, K&E sent Taft a list of the key issues on the draft merger agreement, and requested a call to discuss. The issues included: financing covenants, the possibility of repatriating foreign cash, treatment of equity awards, outside date timing, deal protections (including go-shop, no-shop, termination fees, and enforcement costs), antitrust covenants, expansion of Patterson’s representations and warranties, and expansion of the interim operating covenants.

On November 5, 2024, K&E and Taft with representatives of Patient Square, Patterson and Guggenheim Securities in attendance held a conference to negotiate the draft merger agreement. During this call, Patient Square reiterated that it expected to provide equity and debt commitments during the week of November 11, 2024.

On November 7, 2024, Patterson management and Patient Square held a due diligence session regarding Patterson’s October financial results.

Also on November 7, 2024, Messrs. Buck, Zurbay and Korsh and Taft discussed potential responses from Patterson to the issues raised by K&E on the draft merger agreement.

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Further on November 7, 2024, Mr. Buck had an introductory meeting with a financial sponsor with investments in the dental and animal health sectors (“Party D”) that had been recently introduced to him by a former Patterson executive officer. During that discussion and subsequently Party D did not propose any specific transactions.

On November 8, 2024, Taft provided Patterson’s draft disclosure schedules to the merger agreement to K&E. Also on November 8, 2024, Patterson management and Patient Square held a due diligence session regarding Patterson’s anticipated second quarter fiscal year 2025 financial results. As part of this session, Patterson provided information suggesting that Patterson’s results for the second quarter of fiscal year 2025 would be below the consensus estimates of Wall Street analysts and describing the key factors contributing to such shortfall. During this call Mr. Zurbay stated that Patterson did not intend to change its annual guidance for fiscal year 2025.

On November 11, 2024, Patient Square informed Guggenheim Securities that it needed to revisit its offer price in light of, among other things, Patterson’s recent financial results, Patient Square’s negative perspectives on the achievability of the Long-Range Plan and feedback from Patient Square’s lenders regarding the impact of Patterson’s recent financial results on the anticipated terms of the financing. Patient Square indicated that, notwithstanding these challenges, it expected to receive debt and equity financing commitments by midnight on November 15, 2024.

On November 14, 2024, Patterson’s Board had a special meeting at which it discussed recent developments, including Patient Square’s desire to revisit its offer price, the feedback from Patient Square on the Company’s recent financial results and the achievability of the Long-Range Plan, the status of Patient Square’s debt and equity commitments, the key merger agreement terms being negotiated with Patient Square, and the results of the market canvass process, including that none of the parties contacted in the market canvass process continued to express any interest in a transaction.

As part of the November 14 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present. Mr. Zurbay was also invited to be present for a portion of the session. Taft discussed fiduciary duties and related legal considerations. Taft also reviewed the key terms being negotiated in the draft merger agreement. The Board then discussed the Long-Range Plan, including the Company’s recent operating and financial results relative to the plan, industry and macro-economic trends and headwinds, the feedback from both Patient Square and the parties solicited during the market canvass process regarding the Long-Range Plan, and Wall Street consensus estimates for the Company. That day, the closing price of Patterson’s stock fell to $19.57 per share. Following Mr. Zurbay’s departure, the independent disinterested directors further discussed the August 1 material relationship disclosure letter from Guggenheim Securities and reviewed the proposed addendum to Guggenheim Securities’ engagement letter, which would specify the amount of fees payable to Guggenheim Securities in connection with the proposed Patient Square transaction. The independent disinterested directors also discussed due diligence, quarterly performance, cost actions and shareholder value.

On November 15, 2024, representatives of Guggenheim Securities received a letter from Patient Square addressed to Mr. Buck in which Patient Square reiterated its significant interest in acquiring Patterson and reduced its proposed offer price to $30.00 per share. Concurrently, representatives of K&E circulated a revised draft of the proposed merger agreement, with revisions including: expanding financing cooperation requirements and creating a marketing period that would allow the outside date to be extended; adding the repatriation of excess foreign cash as a condition to closing; extending the duration of the initial matching right to five days and subsequent matching rights to three days; removing the ability of Patterson to continue discussions with so-called “excluded parties” during the no-shop period; and expanding certain representations and warranties and interim operating covenants, including prohibiting future regular quarterly dividend distributions without Patient Square’s consent. The revised draft also: increased termination fees payable by Patterson from 1% to 2% of equity value during the go-shop period and from 2% to 4% of equity value during the no-shop period; increased

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the reverse termination fee payable by Patient Square from 4% to 6% of equity value; proposed certain Patient Square expense reimbursement obligations in the event of certain termination events of up to 0.5% of equity value; and proposed a cap of $2 million on the enforcement costs that the Patterson could collect from Patient Square under certain circumstances. K&E also delivered debt and equity financing commitments from certain affiliates of Patient Square and a related limited guaranty.

On November 20, 2024, Party D reached out to Guggenheim Securities with a conversation taking place later that day. Party D conveyed its potential interest in the animal health business while suggesting it might be willing to consider alternative transactions. Party D did not communicate terms or propose a specific transaction. Guggenheim Securities thanked Party D for its interest in Patterson and communicated that Guggenheim Securities would be in contact at the appropriate time (which occurred on December 6, 2024 as discussed further below). Party D subsequently informed Guggenheim Securities that it would not participate in the go-shop process discussed below because it was interested in only one of Patterson’s business units.

On November 21, 2024, the Board held a special meeting, together with Patterson’s management and financial and legal advisors. Guggenheim Securities reviewed the November 15, 2024 offer, the committed financing package and the anticipated capital structure for the acquisition. Guggenheim Securities also reviewed the continued industry challenges facing Patterson and a potential increase in shareholder activism against companies in the industry. Guggenheim Securities then reviewed its updated preliminary standalone valuation analysis of Patterson, including a review of certain sensitivity analyses. Guggenheim Securities discussed potential negotiating strategies, and as part of that discussion noted that representatives of Patient Square had indicated that while the November 15 offer was not a “best and final” offer, Patient Square had needed to push its equity and debt financing sources to get them comfortable with the $30.00 per share offer price, and Patterson should not interpret that price as a starting point for further negotiations. Mr. Zurbay then updated the Board on the Company’s recent performance and industry trends.

As part of the November 21 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present. Mr. Zurbay was also invited to be present for a portion of the session. Taft reviewed fiduciary duties of the independent disinterested directors. The independent disinterested directors discussed the advisability of seeking a best and final offer from Patient Square and determined (with Mr. Zurbay recused) to instruct Guggenheim Securities to request an improved best and final offer from Patient Square. After Mr. Zurbay departed, the independent disinterested directors continued their discussion of the November 15 offer as well as other business matters.

On November 22, 2024, as instructed by the Board (with Mr. Zurbay recused), Guggenheim Securities held discussions with Patient Square to determine whether a higher price range was feasible. In such discussions, Patient Square verbally communicated that its best and final offer price was $31.35 per share.

On November 26, 2024, the Board held a special meeting, together with Patterson’s management and financial and legal advisors. At the request of Mr. Buck, Mr. Zurbay reviewed the Company’s financial and operating results for the second quarter of fiscal year 2025 and reported that in light of the recent performance and continued industry headwinds as well as certain expense reduction initiatives, management was working on an updated forecast for the remainder of fiscal year 2025 and considering the implications for the Company’s guidance for fiscal year 2025 that would be discussed on the Company’s upcoming earnings call.

As part of the November 26 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present. Mr. Zurbay was also invited to be present for a portion of the session. The independent disinterested directors discussed the opportunities and challenges facing the Company, including the Company’s recent performance and industry headwinds, as well as the feedback received from Patient Square and participants in the market canvass about the achievability of the Long-Range Plan. In that context, Mr. Zurbay expressed his belief that the Long-Range Plan had likely become stale. Following Mr. Zurbay’s departure, the independent disinterested directors discussed the potential for long term shareholder

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value creation under the Long-Range Plan and the strategic alternatives potentially available to the Company, including the proposed strategic transaction with Patient Square. Taft then reviewed fiduciary duties and related legal considerations. Following further discussion, the independent disinterested directors determined to instruct Guggenheim Securities to decline the November 22, 2024 offer but indicate to Patient Square that the independent disinterested directors would be likely to support a transaction at a price per share in excess of the Company’s 52-week high from November 2023. Guggenheim Securities communicated that position to Patient Square later that day.

On December 2, 2024, members of the Audit and Finance Committee of Patterson’s Board met with Patterson management to review results for the second quarter of fiscal year 2025, which the independent disinterested directors considered to be indicative of the staleness of the Long-Range Plan.

Also on December 2, 2024, representatives of Guggenheim Securities reached out to Patient Square to follow up on the most recent discussions regarding the offer price.

On December 3, 2024, Patient Square informed Guggenheim Securities that the $31.35 offer price was indeed its best and final price and, while Patient Square was unable to increase its offer, it was still interested in moving forward at the $31.35 price.

Later on December 3, 2024, the Board held a special meeting to revisit Patient Square’s offer. As part of the December 3 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present. Taft reviewed fiduciary duties of the independent disinterested directors. Mr. Buck reviewed Patient Square’s communication that its November 22, 2024 offer was its best and final price. The independent disinterested directors discussed Patterson’s recent financial and operational performance, observations from Patterson management regarding the opportunities and challenges for the business, the likely inability to achieve the Long-Range Plan in light of macroeconomic and industry-specific challenges (as evidenced at the Audit and Finance Committee meeting held on December 2, 2024), and management’s ability to create long-term shareholder value. The independent disinterested directors discussed the terms in the draft merger agreement relating to the Company’s ability to promptly close a transaction following announcement as well as the “go-shop” provisions that would allow Patterson to pursue (post-signing) other potential transactions.

Messrs. Zurbay and Korsh and representatives of Guggenheim Securities then joined the December 3 Board meeting. The representatives of Guggenheim Securities discussed the negotiating dynamic with Patient Square and expressed their belief that Patient Square’s $31.35 per share offer represented its best and final offer. The representatives of Guggenheim Securities also discussed Patient Square’s financing package and related provisions of the draft merger agreement, and expressed their view that the terms and conditions of the financing package were, taken as a whole, materially consistent with prevailing market practice. The Board discussed the earnings call scheduled for December 5, 2024 and in particular the need to provide updated earnings guidance for fiscal year 2025 that was lower than the previous guidance provided to shareholders.

As part of the December 3 Board meeting, the Board held another executive session with only the independent disinterested directors and Taft present. Mr. Zurbay was also invited to be present for a portion of the session. The independent disinterested directors discussed with Mr. Zurbay the opportunities and challenges presently facing the Company and management’s perspectives on the achievability of the Long-Range Plan, including that such factors were not reflected in the Long-Range Plan. After Mr. Zurbay departed, the independent disinterested directors discussed the advisability of negotiating with Patient Square on the basis of its November 22 offer. Taft answered questions and provided additional advice regarding fiduciary duties. Following further discussion, including regarding the increasing emphasis being placed on the sensitivities analyses by Guggenheim Securities and the independent disinterested directors’ expectations regarding continued macroeconomic and industry challenges facing the Company, the independent disinterested directors authorized its financial and legal advisors to convey to Patient Square that Patterson was willing to explore the terms on which a potential transaction could be completed at $31.35 but that there were a number of material issues that

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would need to be negotiated and resolved in the transaction documentation before Patterson would agree to proceed to completion of a transaction, and directed Mr. Buck, in his capacity as the lead negotiator, to seek to negotiate the proposed draft merger agreement consistent with these discussions and to present the negotiated proposed draft merger agreement to the independent disinterested directors for consideration. The independent disinterested directors also determined that management should continue its review of the Long-Range Plan in light of the macroeconomic and industry-specific challenges not then-reflected in the Long-Range Plan and submit an updated Long-Range Plan to the Board for consideration and approval.

Following the Board meeting on December 3, 2024, representatives of Guggenheim Securities conveyed Patterson’s response to Patient Square.

On December 5, 2024, Patterson reported operating results for the second quarter of fiscal year 2025 and revised its annual financial guidance downward. Patterson also announced in its earnings press release that it was evaluating potential strategic alternatives to maximize shareholder value, which alternatives may include, but are not limited to, a sale, merger, strategic business combination or other transaction. Following the announcement, Patterson’s closing stock price increased to $22.83 from a closing price of $21.88 the prior day.

On December 5, 2024, Taft reviewed the key proposed draft merger agreement terms and the significant open items needing resolution with Mr. Buck with a particular focus on: the concept of a marketing period to secure financing, termination and outside dates, repatriation of foreign cash prior to closing, the term of the go-shop and a potential extension for parties who were engaged in discussions, termination fees and reverse termination fees, enforcement cost caps and liability caps, representations and warranties and regulatory matters. Following further discussion about approaches for negotiating such terms, at Mr. Buck’s direction, Taft revised the proposed draft merger agreement and delivered it to K&E.

On December 6, 2024, the Board held a special meeting, together with Patterson’s management and financial and legal advisors. Management presented a proposed updated Long-Range Plan, which reflected updated perspectives on various sector-specific challenges and the state of Patterson’s financial results throughout the first half of the fiscal year. The independent disinterested directors asked questions regarding the specific financial details of the proposed updated Long-Range Plan and, following discussion, the Board (with Mr. Zurbay recused) approved the updated Long-Range Plan (the “Updated Long-Range Plan”).

As part of the December 6 Board meeting, the Board held an executive session with only the independent disinterested directors and Taft present. Taft reviewed and discussed the key open points in the proposed draft merger agreement and also reviewed and discussed fiduciary duties. Mr. Buck updated the Board on his discussions with Party D and the determination, after discussions with Guggenheim Securities, to not seek to further engage with Party D at this time given Party D’s focus on the animal health business. The independent disinterested directors further discussed and approved an addendum to Guggenheim Securities’ engagement letter that they had initially reviewed on November 14, 2024, which specified the amount of fees payable to Guggenheim Securities in connection with the proposed Patient Square transaction.

On December 7, 2024, the Updated Long-Range Plan was provided to Patient Square in the virtual data room.

On December 7, 9 and 10, 2024, Taft and K&E exchanged drafts of and negotiated the terms of the proposed merger agreement and related disclosure schedules, debt commitment letter, equity commitment letter and limited guaranty.

On December 8, 2024, as approved by the independent disinterested directors on December 6, 2024, Patterson and Guggenheim Securities signed an addendum to Guggenheim Securities’ engagement letter relating to the amount of the fees payable to Guggenheim Securities in connection with the proposed Patient Square transaction.

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On December 10, 2024, the Board held a special meeting with Taft present and members of Patterson’s management and financial advisors present for portions of the meeting. Taft again reviewed fiduciary duties of the independent disinterested directors and reviewed the key terms of the proposed final negotiated merger agreement, equity commitment letter, debt commitment letter and limited guaranty, copies of which were provided to the Board before the meeting. The independent disinterested directors also reviewed the interests of directors and executive officers of the Company in the proposed merger, as described in “The Merger - Interests of the Directors and Executive Officers of Patterson in the Merger” on page 66 of this proxy statement. The independent disinterested directors discussed the pros and cons of entering into the proposed merger agreement, the opportunities and challenges facing the Company, the arms-length negotiation process that resulted in the final terms of the proposed merger agreement, and the results of the market canvass process conducted at the direction of the independent disinterested directors.

Guggenheim Securities then joined the meeting and reviewed its updated standalone financial analysis of the Company based on the Updated Long-Range Plan. Following Guggenheim Securities’ presentation and departure, the independent disinterested members of the Board held an executive session with Taft present to continue discussing the proposed transaction and whether to request Guggenheim Securities to deliver a fairness opinion.

At the Board’s request (with Mr. Zurbay recused), representatives of Guggenheim Securities rejoined the meeting and delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion, dated December 10, 2024, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration, was fair, from a financial point of view, to the shareholders of Patterson, as more fully described in the section entitled “- Fairness Opinion of Guggenheim Securities, LLC.”

Having considered and evaluated the various reasons to approve the Merger Agreement including the terms and conditions and the Merger (see “- Recommendation of Our Board of Directors and Reasons for the Merger”), as well as certain countervailing factors noted therein, and taking into account the numerous discussions with Patterson’s management and financial and legal advisors, the Board unanimously (with Mr. Zurbay recused):

After the close of regular trading on NASDAQ on December 10, 2024, each of Patterson, Parent and Merger Sub executed and delivered the Merger Agreement and the other ancillary documents to which they are a party. Thereafter, Patterson issued a press release announcing the execution of the Merger Agreement. Before the market opened on December 11, 2024, Patterson announced its entry into the merger agreement.

Beginning on December 11, 2024, at the direction of the Board (with Mr. Zurbay recused), Guggenheim Securities initiated discussions with 27 potentially interested parties, 1 of which was a strategic buyer and 26 of which were financial sponsors (including Party D), to invite such parties to participate in Patterson’s go-shop process. Following this initial outreach, preliminary discussions with four of the contacted parties occurred based upon publicly available information. Following these discussions, Patterson entered into a confidentiality

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agreement with one potentially interested party, a financial sponsor (Party E). Party E was provided access to the virtual data room and received a management presentation, but ultimately informed Guggenheim Securities that it would not further participate in the process because it did not believe it would be able to provide a more favorable proposal. Also as part of the go-shop process, Party D informed Guggenheim Securities that Party D would not participate in the process because it was interested in only one of Patterson’s business units. All of the other invited parties indicated that they were not interested in pursuing an acquisition of Patterson, without any request to do further due diligence.

At 11:59 p.m., Central time, on January 19, 2025, the go-shop period ended with Patterson not having received any alternative acquisition proposal.

Recommendation of Our Board of Directors and Reasons for the Merger

Recommendation of Our Board of Directors

On December 10, 2024, the Board, after consulting with its financial advisor and outside legal counsel and carefully reviewing and considering the terms and conditions of the Merger and the various factors described in “- Reasons for the Merger,” unanimously (with Donald J. Zurbay, Chief Executive Officer and Director of the Company, having recused himself) (i) determined and declared that the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Patterson and its shareholders, (ii) approved the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated by thereby, including the Merger, be submitted to the shareholders of Patterson for adoption and approval, and (iv) recommended that Patterson’s shareholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Reasons for the Merger

In evaluating the Merger Agreement and the Merger, the Board consulted with Patterson’s management, its financial advisor, Guggenheim Securities, and outside legal counsel, Taft. The Board carefully reviewed and considered a number of factors, including the following factors (which are not necessarily listed in order of relative importance), all of which it viewed as generally supporting its unanimous (with Donald J. Zurbay, Chief Executive Officer and Director of the Company, having recused himself) (i) determination and declaration that the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Patterson and its shareholders, (ii) approval of the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, (iii) direction that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the shareholders of Patterson for its adoption and approval, and (iv) recommendation that Patterson’s shareholders adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger:

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The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following (which are not listed in any relative order of importance):

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After taking into account the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to Patterson’s shareholders. Accordingly, the Board unanimously (with Donald J. Zurbay, Chief Executive Officer and Director of the Company, having recused himself) (i) determined and declared that the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Patterson and its shareholders, (ii) approved the Merger Agreement, the ancillary agreements to which Patterson is a party and the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated by thereby, including the Merger, be submitted to the shareholders of Patterson for adoption and approval, and (iv) recommended that Patterson’s shareholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The foregoing discussion summarizes the material factors considered by the Board, but is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The Board based its recommendation on the totality of the information presented, including its discussions with, and questioning of, Patterson’s management and its financial advisor and outside legal counsel. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Concerning Forward-Looking Statements”.

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Fairness Opinion of Guggenheim Securities, LLC

Patterson’s Board retained Guggenheim Securities as its financial advisor in connection with the review and assessment of various strategic alternatives and any material acquisition, disposition or other extraordinary corporate transaction that Patterson may elect to pursue. In selecting Guggenheim Securities as its financial advisor, Patterson considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the healthcare services industry. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the December 10, 2024 meeting of Patterson’s Board, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, dated December 10, 2024, to Patterson’s Board to the effect that, as of December 10, 2024 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration was fair, from a financial point of view, to the shareholders of Patterson.

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Appendix C to this proxy statement and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, business, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith):

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In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

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Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

Guggenheim Securities further assumed that:

Patterson Financial Analyses

This summary of Patterson Financial Analyses presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to Patterson’s Board in connection with Guggenheim Securities’ rendering of its opinion. Such presentation to Patterson’s Board was supplemented by Guggenheim Securities’ oral discussion, the nature and substance of which may not be fully described herein, but none of which materially impacted the financial analyses performed by Guggenheim Securities.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read

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together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.

In arriving at its opinion, Guggenheim Securities:

With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

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Certain Definitions

Throughout this section titled “The Merger—Patterson Financial Analyses,” the following financial terms are used in connection with Guggenheim Securities’ various financial analyses:

Recap of Patterson Standalone Financial Analyses

In evaluating Patterson in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including discounted cash flow analysis and selected publicly traded comparable companies analyses. Solely for informational reference purposes, Guggenheim Securities also reviewed selected precedent change of control transactions, 52 week high/low stock prices, Wall Street equity research analyst price targets, implied premiums paid or proposed to be paid in selected precedent healthcare services industry change of control transactions and the LBO analysis described below.

Recap of Patterson Standalone Financial Analyses

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Patterson Standalone Financial Analyses

Discounted Cash Flow Analysis

Guggenheim Securities performed a discounted cash flow analysis of Patterson based on the forecasted unlevered free cash flows for Patterson and an estimate of its terminal value at the end of the projection period.

In performing its discounted cash flow analysis:

Guggenheim Securities’ discounted cash flow analysis for purposes of evaluating the Patterson common stock resulted in an overall reference range of $26.30 - $38.95 per share of Patterson common stock.

Selected Public Companies Analysis

Guggenheim Securities reviewed and analyzed Patterson’s historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for selected publicly traded companies that Guggenheim Securities deemed relevant for the purposes of this analysis. Guggenheim Securities calculated, among other things, various public market trading multiples for Patterson and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates and each company’s most recent publicly available financial filings), which are summarized in the table below:

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Selected Publicly Traded Companies Analysis⁽¹⁾

In performing its selected public companies analysis, Guggenheim Securities selected reference ranges of trading multiples for purposes of evaluating Patterson on a public market trading basis as follows:

Other Financial Reviews for Reference Information Purposes

In order to provide certain context for the financial analyses of Patterson in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below solely for informational reference purposes. Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

Selected Precedent Merger and Acquisition Transactions

Guggenheim Securities reviewed and analyzed certain financial metrics associated with selected precedent merger and acquisition transactions in the healthcare distribution sector with publicly available data that were announced since January 1, 2010 that Guggenheim Securities deemed relevant for purposes of this analysis. In

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evaluating the precedent transactions for informational purposes, Guggenheim Securities noted that the transactions involved a diverse group of specialty distributors serving a variety of end markets, involved targets with a wide range of unaffected valuation multiples and were completed over a long period of time with only one transaction completed in the last approximately two and a half years. Guggenheim Securities calculated, among other things and to the extent publicly available, certain implied change of control transaction multiples as well as the unaffected and synergized multiples for the selected precedent merger and acquisition transactions based on Wall Street equity research consensus estimates, each company’s most recent publicly available financial filings and certain other publicly available information. Guggenheim Securities selected a reference range of transaction multiples of 9.0x - 10.0x LTM Adj. EBITDA and applied this range to Patterson’s LTM Adj. EBITDA (12/1) to calculate a reference range of implied Patterson share prices of $26.55 - $30.15 per share of Patterson common stock (rounded to the nearest $0.05 per share). The implied change of control transaction multiples calculated by Guggenheim Securities are summarized in the table below:

52-Week High/Low Stock Prices

Guggenheim Securities reviewed Patterson’s stock price trading history over the last twelve months preceding the Unaffected Date. Guggenheim Securities noted that the lowest trading price was $19.57 on November 14, 2024, and the highest trading price was $30.36 on January 22, 2024.

Analyst Stock Price Targets

Guggenheim Securities reviewed ten selected Wall Street equity research analyst stock price targets for Patterson common stock. Guggenheim Securities noted that such Wall Street equity research analyst stock price targets were between $23.00 - $29.00 per share. Using a discount rate of 10.28% (which reflected the midpoint

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of Guggenheim Securities’ estimate of Patterson’s cost of equity), Guggenheim Securities calculated net present values for such Wall Street equity research analyst stock price targets of between $20.85 - $26.30 per share of Patterson common stock.

Premiums Paid in Selected Healthcare Services Merger and Acquisition Transactions

Guggenheim Securities reviewed, based on publicly available information, the implied unaffected premiums paid or proposed to be paid since 2014 in connection with selected precedent merger and acquisition transactions involving all-cash acquisitions of healthcare services companies with transaction values greater than $500 million, excluding healthcare information technology transactions.

LBO Analysis

Guggenheim Securities performed an illustrative analysis of the implied price per share of Patterson common stock that could theoretically be paid by a financial sponsor. The LBO assumed (i) a refinancing of the off balance sheet liabilities consistent with Patient Square’s committed financing package and (ii) the Patterson-Provided Financial Projections were adjusted, after conversations with management, to reflect the positive P&L impact associated with bringing the off-balance sheet facilities onto Patterson’s balance sheet as well as additional cost savings. The LBO analysis resulted in a reference range of $25.85 - $32.95 per share of Patterson common stock.

Other Considerations

Except as described in the summary above, Patterson did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses, or providing its opinion. The type and amount of consideration payable in the Merger were determined through negotiations between Patterson and Parent and were approved by Patterson’s Board. The decision to enter into the Merger Agreement was solely that of Patterson’s Board. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by Patterson’s Board. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of Patterson’s Board with respect to the fairness, from a financial point of view of the Merger Consideration to the shareholders of Patterson.

Pursuant to the terms of Guggenheim Securities’ engagement, Patterson has agreed to pay Guggenheim Securities an estimated cash transaction fee of approximately $45 million. In connection with Guggenheim Securities’ engagement, Patterson has previously paid Guggenheim Securities a cash opinion fee of $5 million that became payable upon delivery of Guggenheim Securities’ opinion, which will be credited against the foregoing cash transaction fee. In addition, Patterson has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

Aside from its current engagement by Patterson, Guggenheim Securities has not previously been engaged during the past two years by Patterson, nor has Guggenheim Securities been previously engaged during the past

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two years by Parent or Patient Square, to provide any financial advisory or investment banking services for which Guggenheim Securities received fees. Guggenheim Securities may seek to provide Patterson, Parent and Patient Square and their respective affiliates with financial advisory and investment banking services unrelated to the Merger in the future, for which services Guggenheim Securities would expect to receive compensation.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to Patterson, Parent, Patient Square, other participants in the Merger and their respective affiliates, for which services Guggenheim Securities and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities and derivative products of or relating to Patterson, Parent, Patient Square, other participants in the Merger and their respective affiliates. Furthermore, Guggenheim Securities and its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in Patterson, Parent, Patterson and other participants in the Merger and their respective affiliates.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Patterson, Parent, Patient Square, other participants in the Merger and their respective affiliates and the Merger that differ from the views of Guggenheim Securities’ investment banking personnel.

Forward-Looking Financial Information

In connection with Patterson’s strategic planning process, Patterson management prepares a Long-Range Plan for Patterson and regularly makes updates to Patterson’s Long-Range Plan, including to reflect actual results and trends and changes in Patterson’s performance and the industry in which it operates. In February 2024, Patterson management prepared and Patterson’s Board approved a Long-Range Plan which included certain unaudited prospective financial information for prospective periods in Patterson’s fiscal years 2025 to 2029 for Patterson as an independent company. In June 2024, as described in the section titled “- Background of the Merger,” following Patient Square’s initial expression of interest, Patterson management prepared and reviewed with Patterson’s Board certain ordinary course updating of the Long-Range Plan, including reflection of the Company’s budget for fiscal year 2025 and inclusion of fiscal year 2029. In December 2024, as described in the section titled “- Background of the Merger,” during the period in which it was engaged in discussions with Patient Square and certain other parties with respect to a potential transaction, Patterson management prepared and Patterson’s Board approved the Updated Long-Range Plan, which reflected sector-specific challenges and the state of Patterson’s financial results throughout the first half of the fiscal year.

The tables below summarize (i) the unaudited prospective financial information of Patterson included in the Long-Range Plan as updated in June 2024, which financial information is referred to as the “Patterson standalone projections as of June 2024” and (ii) the unaudited prospective financial information of Patterson included in the Updated Long-Range Plan, which financial information is referred to as the “Patterson standalone projections as of December 2024” and, together with the Patterson standalone projections as of June 2024, the “Patterson standalone projections.” The Patterson standalone projections were prepared treating Patterson as an independent company, without giving effect to the Merger, including (i) any impact of the negotiation or execution of the merger agreement or the Merger and the evaluation of potential strategic alternatives; (ii) the expenses that have been and may be incurred in connection with the Merger or the consummation thereof or potential strategic alternatives; (iii) the effect of any business or strategic decision or action that has been or will be taken as a result

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of the merger agreement having been executed or in anticipation of the Merger; or (iv) the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The Patterson standalone projections were provided to Patterson’s Board for the purposes of considering, analyzing and evaluating the Merger and strategic alternatives, and were also provided to Patterson’s Board’s financial advisor, Guggenheim Securities, to assist Patterson’s Board in connection with such matters. The Patterson standalone projections were also provided to Guggenheim Securities for its use in connection with its fairness opinion delivered to Patterson’s Board and related financial analyses, as described further in the section titled “The Merger - Fairness Opinion of Guggenheim Securities, LLC.” At the direction of Patterson’s Board, Guggenheim Securities relied on the Patterson standalone projections as of December 2024 in their financial analyses and advice to Patterson’s Board, and assumed with the consent of Patterson’s Board that the Patterson standalone projections as of December 2024 were reasonably prepared and reflected the best currently available estimates and judgments of Patterson management. The Patterson standalone projections were also provided to Patient Square in connection with its consideration and evaluation of the Merger. The Patterson standalone projections were also provided to Party E in connection with its consideration of a potential transaction with Patterson.

Other than its annual financial guidance and business outlook, Patterson does not as a matter of course make public projections as to future revenues, earnings or other results available due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Patterson standalone projections are not included in this proxy statement to influence any decision on whether to vote for the Merger Proposal or any other proposal presented at the special meeting, but rather are included in this proxy statement to give shareholders access to certain non-public information that was provided to Patterson’s Board, Patterson’s Board’s financial advisor, and to Patient Square. The inclusion of the Patterson standalone projections should not be regarded as an indication that Patterson’s Board, Patterson, the Patient Square board of directors, Patient Square, or their respective members of management or financial advisors or any other recipient of this information considered, or now considers, them to be necessarily predictive of actual future results, and they should not be relied on as such. There can be no assurance that the projected results will be realized or that actual results of Patterson will not be materially lower or higher than estimated, whether or not the Merger is completed. The Patterson standalone projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement. Patterson has reported and may in the future report results of operations for periods included in the Patterson standalone projections that were or will be completed following the preparation of the Patterson standalone projections. Shareholders and investors are urged to refer to Patterson’s periodic filings with the SEC for information on Patterson’s actual historical results. Please read the information set forth in this section below under the heading “Important Information Regarding the Management Forecasts.”

The following table presents a summary of certain unaudited prospective financial information for Patterson’s fiscal years 2025 through 2029 for Patterson as an independent company prepared by Patterson’s management, which financial information is referred to as the “Patterson standalone projections as of June 2024.” Patterson management made various assumptions when preparing the Patterson standalone projections as of June 2024, including certain assumptions regarding growth and overall company financial performance, which resulted in a compound annual growth rate over the period of Patterson’s fiscal years 2025 through 2029 of approximately 4.7% in Patterson’s dental segment and approximately 4.6% in Patterson’s animal health segment.

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The following table presents a summary of certain unaudited prospective financial information for Patterson’s fiscal years 2025 through 2029 for Patterson as an independent company prepared by Patterson’s management, as updated by Patterson management as of, and approved by Patterson’s Board on, December 6, 2024, which financial information is referred to as the “Patterson standalone projections as of December 2024.” The Patterson standalone projections as of December 2024 were updated by Patterson management to reflect sector-specific challenges and the state of Patterson’s financial results throughout the first half of the fiscal year. The Patterson standalone projections as of December 2024 included projections for Patterson’s fiscal years 2025 through 2029 for Patterson as an independent company prepared by Patterson management for Guggenheim Securities’ use in connection with its opinion delivered to Patterson’s Board and related financial analyses, as described further in the section titled “The Merger - Fairness Opinion of Guggenheim Securities, LLC.” Patterson management made various assumptions when preparing the Patterson standalone projections as of December 2024, including certain assumptions regarding growth and overall company financial performance, which resulted in a compound annual growth rate over the period of Patterson’s fiscal years 2025 through 2029 of approximately 3.6% in Patterson’s dental segment and approximately 3.9% in Patterson’s animal health segment.

Important Information Regarding the Management Forecasts

The Patterson standalone projections were developed by Patterson’s management on a standalone basis without giving effect to the Merger and the other transactions contemplated by the Merger Agreement. Furthermore, Patterson’s standalone projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context. Although Patterson’s standalone projections are presented with numerical specificity, they were based on numerous variables and assumptions made by Patterson’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Patterson’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Patterson’s control. Patterson’s standalone projections constitute

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forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted Patterson’s standalone projections, including, but not limited to, the factors set forth in “Cautionary Statement Concerning Forward-Looking Statements” and the various risks set forth in Patterson’s reports filed with the SEC. There can be no assurance that Patterson’s standalone projections will be realized or that actual results will not be significantly higher or lower than Patterson’s standalone projections. Patterson’s standalone projections cover several years, and such information by its nature becomes less reliable with each successive year. In addition, Patterson’s standalone projections will be affected by Patterson’s ability to achieve strategic goals, objectives and targets over the applicable periods. Patterson’s standalone projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of Patterson’s standalone projections should not be regarded as an indication that Patterson, Guggenheim Securities, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of Patterson’s standalone projections in this proxy statement should not be regarded as an indication that Patterson’s standalone projections will be necessarily predictive of actual future events. No representation is made by Patterson or any other person regarding Patterson’s standalone projections or Patterson’s ultimate performance compared to such information. Patterson’s standalone projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Patterson contained in Patterson’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in Patterson’s standalone projections, you are cautioned not to place undue, if any, reliance on Patterson’s standalone projections.

Patterson’s standalone projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation or presentation of prospective financial information, but, in the view of Patterson management, were reasonably prepared in good faith on a basis reflecting the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected future financial performance of Patterson. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Patterson standalone projections. Although Patterson management believed there was a reasonable basis for the Patterson standalone projections, Patterson cautions shareholders that actual future results could be materially different from the Patterson standalone projections. Patterson’s standalone projections included in this proxy statement have been prepared by, and are the responsibility of, Patterson’s management. Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to Patterson’s standalone projections and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report incorporated by reference into this proxy statement relates to Patterson’s previously issued financial statements. It does not extend to Patterson’s standalone projections and should not be read to do so.

Adjusted Operating Income, EBITDA and Adjusted EPS contained in Patterson’s standalone projections are each a “non-GAAP financial measure,” which is a financial performance measure that is not calculated in accordance with GAAP. The non-GAAP financial measures used in Patterson’s standalone projections were relied upon by Guggenheim Securities for purposes of its opinion and by Patterson’s Board in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Guggenheim Securities for purposes of its opinion or by the Board in connection with its evaluation of the Merger. Accordingly, Patterson has not provided a reconciliation of the financial measures

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included in Patterson’s standalone projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Patterson may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The summary of such information above is included solely to give Company shareholders access to the information that was made available to the Board, Guggenheim Securities, Parent and Merger Sub, and is not included in this proxy statement to influence any Company shareholder to vote their shares of Patterson common stock in favor of the Merger Proposal or any other proposal contained herein. In addition, Patterson’s standalone projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Patterson does not intend to update or otherwise revise Patterson’s standalone projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

Leadership of the Company Following the Merger

As of the date of this proxy statement, none of the Company’s executive officers has entered into any new agreement, arrangement or understanding with Parent or any of its affiliates regarding the terms and conditions of compensation, incentive arrangements or employment with the Company after the Merger. Although no agreements have been entered into at this time with any of the Company’s executive officers, prior to or following the completion of the Merger, they may enter into new agreements or amendments to existing arrangements with Parent or one of its affiliates regarding their employment with the Company after the Merger.

Interests of the Directors and Executive Officers of Patterson in the Merger

When considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers have interests in the Merger that may be different from, or in addition to, your interests as a shareholder generally. The Board was aware of these interests in, among other matters, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and in recommending that the Merger Proposal be adopted and approved by the shareholders of Patterson. See “- Background of the Merger” and “- Recommendation of Our Board of Directors and Reasons for the Merger”. You should take these interests into account in deciding whether to vote “FOR” the approval of the Merger Proposal.

These interests are described in more detail below. Compensation that may become payable to our “named executive officers” in connection with the Merger is subject to a non-binding, advisory vote of the shareholders of Patterson and is quantified in the narrative below and in “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation”. The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur.

As of [●], the Company’s executive officers for purposes of the discussion below were as follows:

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Assumptions

The potential payments and benefits to directors and executive officers in the narrative and tables below are, unless otherwise noted, based on the following assumptions:

Accordingly, the amounts set forth in the narrative and tables below are estimates based on multiple assumptions that may or may not actually occur, including the assumptions described above. Some of the assumptions are based on events which may not occur or other contingencies and, as a result, the actual amounts received by a director or executive officer may differ materially from the amounts shown below. Certain of the amounts shown have also been rounded to the nearest whole number.

Treatment of Equity and Equity-Based Awards

Under the Merger Agreement, the equity-based awards held by Patterson’s directors and executive officers under the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan and the Patterson Companies, Inc., Amended and Restated 2015 Omnibus Incentive Plan (together, the “Equity Incentive Plans”), will not be continued following the Merger and therefore will be cancelled and treated as explained below at the Effective Time.

Stock Options

Each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will become fully vested and will automatically be cancelled and be converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to the product of (x) the total number of shares of Patterson common stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option (less any taxes required to be withheld under applicable law). If the exercise price of a Company Option is equal to or greater than the Merger Consideration, then such Company Option will be cancelled for no consideration.

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

Each outstanding award of Company RSUs will become fully vested and will automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to (x) the total number of shares of Patterson common stock underlying such award of Company RSUs, multiplied by (y) the Merger Consideration. Each outstanding award of Company PSUs will become vested as to the number of shares of Patterson common stock subject to such award that would vest based on target level

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achievement of all performance targets (without application of any modifier) and will, after giving effect to such vesting, automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable withholding taxes) equal to (x) the number of vested shares of Patterson common stock underlying such award of Company PSUs, multiplied by (y) the Merger Consideration, and the unvested portion of such Company PSUs will be cancelled for no consideration.

Estimated Value of Accelerated Equity

The following table sets forth the number of unvested in-the-money Company Options, unvested Company RSUs and unvested Company PSUs that would vest based on target level achievement of all performance targets (without application of any modifier) that were held by our executive officers and non-employee directors as of [●], 2025, under our Equity Incentive Plans and the cash value that each executive officer and non-employee director will receive with respect to these awards in connection with the Merger.

Severance and Other Termination Benefits

We have entered into agreements with our executive officers that include severance benefits.

Specifically, the agreements provide that, if the applicable executive officer is terminated by Patterson without “cause” or resigns for “good reason,” in either case within two years following a change in control of Patterson (which includes the Merger), then the executive officer will be entitled to (i) a lump sum cash severance payment equal to the executive officer’s base salary multiplied by a factor (which is equal to 3.0 for Mr. Zurbay; and 2.0 for Messrs. Barry, Pohlman and Korsh and Ms. Bergeson), (ii) reimbursement for COBRA coverage for up to 18 months following termination, (iii) cash incentive compensation equal to his or her then-current target Management Incentive Compensation Plan (“MICP”) incentive, payable in a lump sum, and (iv) proration of the current year MICP target based on target award through termination, payable in a lump sum. Receipt of such benefits are conditioned upon executive’s execution, delivery and non-revocation of a release of all potential claims against Patterson.

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The foregoing amounts are in addition to the payment of all unpaid base salary to which the executive officer is entitled through the termination date and other vested benefits to which the executive officer is entitled under Patterson’s benefit plans and arrangements.

The Patterson Companies, Inc. Nonqualified Deferred Compensation Plan

The Company’s nonqualified deferred compensation plan, entitled The Patterson Companies, Inc. Nonqualified Deferred Compensation Plan (or the Executive Nonqualified Excess Plan), permits participants to elect to defer up to 70% of their base salary, up to 70% of any performance-based compensation, and up to 70% of commissions each year. The Company does not make any contributions to such plan and all amounts outstanding thereunder consist solely of participant contributions and earnings and are fully vested. Any deferral elections are made under the plan pursuant to a participation agreement with the participant. Deferred amounts are contributed to individual deferred compensation accounts. The participants self-direct the notional investment of deferred contribution accounts in investment funds from a selection made available by the Company’s committee designated to administer the plan. The participation agreement specifies payment options elected by the participant (lump sum, annual installments or a combination of both). The amounts deferred into such plan may become payable during employment upon designated fixed payment dates or following a termination of employment (subject to a six month delay in certain circumstances).

Insurance and Indemnification

Pursuant to the Merger Agreement, from and after the effective time, Parent will indemnify certain persons, including our directors and executive officers, and maintain, for a period of six years following the Effective Time, an insurance and indemnification policy for the benefit of certain persons, including our directors and executive officers. For additional information, see “- Insurance and Indemnification of Directors and Executive Officers” below.

Employment Arrangements Following the Merger

As of the date of this proxy statement, none of our executive officers has (i) reached an understanding on potential employment or other retention terms or equity participation with Parent or Merger Sub (or any of their respective affiliates), or (ii) entered into any definitive agreements or arrangements regarding employment or other retention terms or equity participation with Parent or Merger Sub (or any of their respective affiliates) to be effective following the consummation of the Merger. However, prior to the Effective Time, Parent or Merger Sub (or their respective affiliates) may have discussions with certain of our employees (including certain of our executive officers) regarding employment or other retention terms and may enter into definitive agreements regarding employment, retention, or the right to purchase or participate in the equity of Parent or one or more of its affiliates in connection with the Merger.

Named Executive Officer Golden Parachute Compensation

The following table provides information about certain compensation for each of our named executive officers that is based on or otherwise relates to the Merger. The amounts shown are, unless otherwise noted, calculated based on the assumptions described under “Assumptions” above and noted in the footnotes below, which may or may not actually occur. Accordingly, the actual amounts received by each named executive officer may differ materially from the amounts shown in the following table. The compensation summarized in the table and footnotes below is subject to a non-binding, advisory vote of Patterson’s shareholders, as described in “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation.”

The footnotes to the table identify whether the benefit is “single-trigger” (meaning the benefit is payable solely as a result of the consummation of the Merger, and is not conditioned on a termination of the named executive officer’s employment) or “double trigger” (meaning a benefit that is only payable upon the named

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executive officer’s termination of employment without cause or for good reason within two years following the Merger).

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Narrative Disclosure to Named Executive Officer Golden Parachute Compensation Table

For additional information relating to the potential payments and benefits described in the table above, see “The Merger - Interests of the Directors and Executive Officers of Patterson in the Merger”.

Consideration Payable for Outstanding Shares

The Company’s directors and executive officers who own shares of Patterson common stock will receive the same Merger Consideration in connection with the Merger, on the same terms and conditions, as the other shareholders of the Company, as described in the section entitled “The Merger Agreement - Merger Consideration” beginning on page 85. The interests of our directors and executive officers with respect to their shares of Patterson common stock are not different from, or in addition to, the interests of our shareholders generally.

The following table sets forth the number of shares of Patterson common stock beneficially owned as of [●], 2025, by each of the Company’s directors and executive officers as described above. For purposes of the table below, the number of shares of Patterson common stock excludes shares of Patterson common stock that are underlying outstanding Company Options, Company RSUs, and Company PSUs.

Insurance and Indemnification of Directors and Executive Officers

Under the Merger Agreement, beginning at the Effective Time, Parent will, and will cause the surviving corporation to, indemnify, defend and hold harmless, and will advance expenses as incurred, to the fullest extent permitted under (i) applicable law and (ii) Patterson’s articles of incorporation and by-laws or similar organizational documents in effect as of the date of the Merger Agreement and made available to Parent, each present and former director and officer of Patterson and its subsidiaries and each of their respective employees who serves as a fiduciary of a Patterson benefit plan (in each case, when acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any proceeding or investigation, whether civil, criminal, administrative or

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investigative, whenever asserted, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including in connection with the Merger Agreement or the transactions contemplated by the Merger Agreement.

Under the Merger Agreement, Parent agrees that all rights to exculpation, indemnification and advancement of expenses arising from, relating to, or otherwise in respect of, acts or omissions occurring at or prior to the Effective Time (including in connection with the Merger Agreement or the transactions contemplated by the Merger Agreement) existing as of the Effective Time in favor of the current or former directors or officers of Patterson or any of its subsidiaries serving in such capacity at or prior to the Effective Time and each of their respective employees who serves as a fiduciary of a Patterson benefit plan as provided in its articles of incorporation, by-laws or other organizational documents will survive the Merger and will continue in full force and effect in accordance with their terms. For a period of no less than six years from and after the Effective Time, Parent will cause the surviving corporation to, and the surviving corporation will, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the applicable party’s articles of incorporation and by-laws or similar organizational documents in effect as of the date of the Merger Agreement of Patterson or its subsidiaries with any of their respective directors, officers or employees in effect as of the date of the Merger Agreement which were provided to Parent, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of Patterson or its subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any proceeding pending or asserted or any claim made within such period will continue until the final disposition of such proceeding; provided, however, that the advancement and payment of such expenses incurred by an indemnified party in advance of the final disposition of a proceeding will be made, unless otherwise agreed by the surviving corporation, only upon delivery to the surviving corporation of an undertaking by or on behalf of such indemnified party to repay all amounts so paid in advance if it is ultimately determined as set forth in a final, non-appealable judgment of a court of competent jurisdiction that such indemnified party is not entitled to be indemnified pursuant to the Merger Agreement.

For six years from and after the Effective Time, Parent and the surviving corporation will be jointly and severally responsible for maintaining for the benefit of the directors and officers of Patterson, as of the date of the Merger Agreement and as of the closing date of the Merger, an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policy of Patterson, or, if substantially equivalent insurance coverage is unavailable, the best available coverage. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid “tail” policies have been obtained by Parent or the surviving corporation on or prior to the Effective Time, which policies provide directors and officers with coverage for an aggregate period of six years with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such directors and officers in coverage and amount no greater than the policies currently in place so long as the total premiums paid would not exceed 300% of the last annual premium paid for Patterson’s directors and officers liability insurance policies in effect as of the date of the Merger Agreement, it being understood that if the total premium payable for such insurance coverage exceeds such amount, Parent or the surviving corporation will obtain a policy with the greatest coverage available for a cost equal to such amount.

In the event that, during the six year period after the Effective Time, either Parent or the surviving corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each case, Parent will, and will cause the surviving corporation to, use reasonable best efforts to cause proper provisions to be made so that such successor or assign will expressly assume the obligations set forth in the Merger Agreement.

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Financing of the Merger

We anticipate that the total funds needed to complete the Merger, including the funds needed to pay Patterson shareholders and holders of other equity-based interests the amounts due to them under the Merger Agreement, will be approximately $4.1 billion based upon (i) the consideration payable under the Merger Agreement, (ii) the repayment and termination of Patterson’s existing credit agreement and equipment and receivables financing arrangements, and (iii) fees and expenses in connection with the transaction, which will be funded through a combination of the following:

The funding of the Financing is subject to the satisfaction of a number of conditions, including the consummation of the Merger, the receipt of executed loan documentation, accuracy of certain specified representations and warranties, consummation of the Equity Financing, delivery of a customary offering document, completion of the marketing period, the repayment and termination of Patterson’s existing credit agreement and equipment and receivables financing arrangements, and other customary closing conditions for financings of this type. However, the failure of Parent to obtain the Financing (or to secure alternative financing) would likely result in the failure of the Merger to be completed. If Patterson terminates the Merger Agreement due to Parent’s failure to complete the Merger when the closing conditions have been satisfied, subject to the requirements described in the Merger Agreement, Parent would be obligated to pay to Patterson an approximately $221.5 million reverse termination fee, plus up to $10 million in reasonable and documented out-of-pocket costs and expenses if Parent fails to pay such reverse termination fee in a timely manner.

For a description of the circumstances in which the reverse termination fee would be paid to Patterson, see the section entitled “The Merger Agreement - Termination Fees”.

Debt Financing

Paradigm Intermediate Holdings, LLC, a Delaware limited liability company and a controlled affiliate of Patient Square Equity, entered into a Debt Commitment Letter, dated as of December 10, 2024, with UBS AG, Stamford Branch, UBS Securities LLC, CitiGroup Global Markets Inc., Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC, (together with such other Patient Square Equity-related funds or investment vehicles and such other additional agents that become party thereto, the “Debt Commitment Parties”). Pursuant to and subject to the terms of the Debt Commitment Letter, the Debt Commitment Parties have committed to provide debt financing in an aggregate principal amount of $3,250 million, consisting of (i) a senior secured term loan facility in an aggregate principal amount of $1,850 million, (ii) a senior secured bridge facility in an aggregate principal amount of $500 million, backstopping senior secured notes in a Rule 144A offering or other private placement in an aggregate principal amount of up to $500 million, and (iii) a senior secured asset-based revolving credit facility in an aggregate principal amount of $900 million, as set forth in the Debt Commitment Letter. The Debt Financing will be used to, among other things, (i) pay the consideration payable under the Merger Agreement, (ii) repay and terminate Patterson’s existing credit agreement and, unless otherwise agreed to, repay and terminate Patterson’s existing equipment and receivables financing arrangements, (iii) pay fees and expenses in connection with the transaction, and (iv) for working capital needs and other general corporate purposes.

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The Debt Commitment Letter and the commitments thereunder will automatically terminate upon the earliest of (i) the date on which the Merger Agreement has been validly terminated in accordance with its terms, (ii) the consummation of the Merger with or without the funding of the Debt Financing, and (iii) 11:59 p.m., New York City Time, on the date that is five business days after the Outside Date (after giving effect to any extensions thereof pursuant to the terms of the Merger Agreement).

The availability of the Debt Financing is subject to conditions precedent, customary for financings of transactions comparable to the Merger. Pursuant to the Merger Agreement, Parent has agreed to use its reasonable best efforts to satisfy all such conditions precedent and to enforce its rights under the Debt Commitment Letter in the event of a Financing Failure Event. Parent has also agreed not to permit any amendment, replacement, modification or waiver of the Debt Commitment Letter in a manner that would reduce the aggregate amount of the Debt Financing (unless an equal amount from alternative financing sources is then made available), impose new or additional conditions or otherwise expand any conditions that would reasonably be expected to delay or prevent the closing of the Merger, make the funding of the Debt Financing materially less likely to occur or materially and adversely impact the ability of Parent to enforce its rights against the Debt Commitment Parties.

If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, Parent is required to promptly notify Patterson and to use its reasonable best efforts to obtain alternative financing in an amount that when added with the Equity Financing would be sufficient to enable Parent to meet its funding obligations contemplated by the Merger Agreement, provided that the terms of such alternative financing are on terms as favorable to Parent as the terms of the Debt Commitment Letter or are as are reasonably available for financings of the type contemplated by the Debt Commitment Letter in debt markets as of the date of the Merger Agreement. However, in no event shall reasonable best efforts be construed to require that Parent (i) pay any fees or original issue discount in excess of those contemplated by the Debt Commitment Letter or (ii) agree to pricing or other economic terms that are less favorable (taken as a whole) than those contemplated by the Debt Commitment Letter. As of the last practicable date before the filing of this proxy statement with the SEC, the Debt Commitment Letter remains in effect. The documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement. The Debt Commitment Parties may invite other banks, financial institutions and institutional lenders to participate in the Debt Financing contemplated by the Debt Commitment Letter.

Equity Financing

On December 10, 2024, Patient Square Equity entered into the Equity Commitment Letter with Parent pursuant to which Patient Square Equity committed to make or cause to be made a cash equity investment of $1,625 million to Parent, or such lesser amount as is necessary for Parent to discharge its obligations to effect the closing payment. This Equity Financing is subject to the following conditions:

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Patient Square Equity’s obligations under the Equity Commitment Letter (including the obligation to fund the Equity Financing) will terminate automatically and immediately, upon the earliest to occur of: (i) the occurrence of the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; or (iii) Patterson or certain of its related parties (or any person claiming by, through or on behalf or for the benefit of any of them) asserting (x) a claim (other than any retained claims) against Patient Square Equity or certain Parent related parties under or otherwise related to the Equity Commitment Letter, the limited guaranty, the Merger Agreement or any of the ancillary agreements or transactions contemplated thereby, or (y) that any of the provisions of the Equity Commitment Letter are illegal, invalid or unenforceable in whole or in part or the limitations on Patient Square Equity’s or certain Parent related parties’ liabilities or obligations under the Equity Commitment Letter are illegal, invalid or unenforceable in whole or in part or that Patient Square Equity is liable under the Equity Commitment Letter in excess of the Equity Financing Commitment.

Patterson is an express third party beneficiary of the Equity Commitment Letter and is entitled to specifically enforce the terms of the Equity Commitment Letter to cause Parent to enforce the Equity Commitment Letter and cause Patient Square Equity to fund the Equity Financing Commitment substantially contemporaneously with the occurrence of the Effective Time in the event the conditions set forth in the Equity Commitment Letter are satisfied, Patterson is entitled to seek specific performance pursuant to the Merger Agreement and Parent is required pursuant to a final and non-appealable order of a chosen court to consummate the Merger.

Limited Guaranty

To induce Patterson to enter into the Merger Agreement, Patient Square Equity entered into a limited guaranty in favor of Patterson pursuant to which Patient Square Equity absolutely, irrevocably and unconditionally guaranteed to Patterson, on the terms and conditions set forth in the limited guaranty, the Guaranteed Obligations, provided, that the maximum amount payable by Patient Square Equity under the limited guaranty may not exceed the Maximum Amount.

The guaranty by Patient Square Equity of the Guaranteed Obligations under the limited guaranty may be enforced only for money damages. The limited guaranty may not be revoked or terminated and will remain in full force and effect and binding on Patient Square Equity, its successors, and permitted assigns until the complete, irrevocable, and indefeasible payment and satisfaction in full of the Guaranteed Obligations. However, the limited guaranty will automatically and immediately terminate as of the earliest to occur of (i) the Effective Time, (ii) subject to the Maximum Amount, payment of the Guaranteed Obligations (or such lesser amount set forth in a final, non-appealable order or by written agreement of Patient Square Equity and Patterson), (iii) the funding of the commitment under the Equity Commitment Letter, provided the Effective Time also occurs, (iv) the 90th day after the termination of the Merger Agreement in accordance with its terms unless prior to the 90th day after termination, Patterson shall have commenced a proceeding against Patient Square Equity or Parent alleging that the reverse termination fee is payable by Parent in accordance with the terms of the Merger Agreement, (v) the termination of the Merger Agreement upon the mutual written consent of Parent and Patterson at any time prior to the Effective Time, and (vi) in the event that Patterson or a Patterson related party institutes a proceeding or makes any claim (x) asserting that any of the provisions of the limited guaranty are illegal, invalid or unenforceable or that Patient Square Equity is liable in excess of or to a greater extent than the Guaranteed Obligations or the Maximum Amount, (y) arising under, or in connection with, the limited guaranty, the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the ancillary agreements or the transactions contemplated thereby, other than a retained claim (as defined in the limited guaranty), or (z) in respect of a retained claim in any court, forum or venue other than the Delaware Court of Chancery or any federal court sitting in the state of Delaware, then (A) all of the obligations of Patient Square Equity under the limited guaranty shall terminate and be null and void, (B) none of Patient Square Equity, Parent or certain affiliates of Patient Square Equity shall have any liability to Patterson or its related parties under the limited guaranty or with respect to the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter, the ancillary agreements or the transactions contemplated thereby, and (C) if Patient Square Equity previously made payments under the limited guaranty, it is entitled to recover such payments from Patterson.

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Dissenters’ Rights

The following is a summary of certain material terms of Sections 302A.471 and 302A.473 of the MBCA. The summary is not complete and must be read together with the actual statutory provisions, which sections are reproduced in their entirety as Appendix B to this proxy statement. The Company encourages you to read Sections 302A.471 and 302A.473 of the MBCA carefully and in their respective entirety because the rights and obligations of the Company and its shareholders are governed by the express terms of these statutory provisions and other applicable law, and not by this summary or any other information contained in this proxy statement. This summary may not contain all the information about these statutory provisions that is important to you.

Applicability

As a Minnesota corporation, Patterson is governed by the MBCA. The MBCA provides a shareholder with the right to dissent from the Merger and instead obtain payment for the “fair value” of such shareholder’s shares of Patterson common stock. This right is set forth in Sections 302A.471 and 302A.473 of the MBCA.

This proxy statement constitutes the Company’s notice to its shareholders of the availability of dissenters’ rights in connection with the Merger in compliance with the requirements of Section 302.473, subdivision 2 of the MBCA.

Exercising Dissenters’ Rights

Any Patterson shareholder contemplating an attempt to assert and exercise dissenters’ rights in connection with the Merger should review carefully the provisions of Sections 302A.471 and 302A.473 of the MBCA, (which sections are reproduced in their entirety as Appendix B to this proxy statement), particularly the specific procedural steps required to perfect such rights. Dissenters’ rights are lost if the procedural requirements of Section 302A.473 of the MBCA are not fully and precisely satisfied.

In view of the complexity of these statutory provisions, any shareholders who may wish to pursue dissenters’ rights should consult their legal advisors.

Filing Initial Notice of Dissent before the Special Meeting

Under Section 302A.473, subdivision 3 of the MBCA, a shareholder who wishes to exercise dissenters’ rights (who we refer to as a “dissenter”) must file with the Company, before the vote on the Merger, a written notice of intent to demand the “fair value” of shares of Patterson common stock owned by such shareholder.

The written notice of intent should be sent to the attention of Les B. Korsh, Chief Legal Officer and Corporate Secretary, at Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota 55120 and a copy (which copy will not constitute notice) should also be sent to the attention of Brett D. Anderson at Taft Stettinius & Hollister LLP, 2200 IDS Center 80 South Eighth Street, Minneapolis, MN 55402. Failure to provide this copy will not result in forfeiture of dissenters’ rights as long as notice to the Company is timely.

To be effective, the notice must be filed with the Company before the vote on the Merger. In addition, the shareholder must not vote his or her shares in favor of the Merger Proposal. A vote against the Merger does not in itself constitute a notice of a shareholder’s intent to demand fair value and a failure to vote does not affect the validity of a timely written notice. However, the submission of a properly signed blank proxy will constitute a vote in favor of the Merger Proposal and a waiver of statutory dissenters’ rights.

Under Section 302A.471, subdivision 2 of the MBCA, beneficial owners of shares who desire to exercise statutory dissenters’ rights must obtain and submit the registered owner’s written consent at or before the time the notice of intent to demand fair value is due. If you are a beneficial owner of shares held through a bank, broker, trust or other nominee and you wish to exercise dissenters’ rights, you should timely consult with your

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bank, broker, trustee or other nominee to determine the appropriate procedures for obtaining such written consent or otherwise complying with these provisions.

Under Section 302A.471, subdivision 2 of the MBCA, a shareholder may not assert dissenters’ rights as to less than all of the shares registered in the name of such shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of such shareholder and discloses the name and address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights of the dissenter will be determined as if the shares as to which the shareholder has dissented and the other shares were registered in the names of different shareholders.

Notice of Procedure from Patterson after Shareholder Approval

If the Merger is approved by our shareholders, we will send to all dissenters who timely filed the necessary notice of intent to demand the fair value of their shares and who did not vote their shares in favor of the Merger Proposal a notice (which we refer to as a “notice of procedure”) containing certain information required by Section 302A.473, subdivision 4 of the MBCA, including the address to which a dissenter must send a demand for payment and certificates representing certificated shares in order to obtain payment for such shares and the date by which they must be received, any restrictions on transfer of uncertificated shares that will apply after such dissenter’s demand for payment has been received and a form to be used to certify the date on which the dissenter (or the beneficial owner on whose behalf the dissenter dissents) acquired such shares of stock (or an interest in them) and to demand payment.

Demand for Payment and Deposit of Shares

In order to receive the fair value of the shares under Section 302A.473 of the MBCA, a dissenter must demand payment and deposit certificates representing certificated shares or comply with any restrictions on transfer of uncertificated shares within 30 days after the notice of procedure is given. Under Minnesota law, notice by mail is given by a corporation when deposited in the U.S. mail. A shareholder who fails to timely make demand for payment and deposit certificates (or comply with any restrictions on transfer of uncertificated shares) as required by Section 302A.473, subdivision 4 of the MBCA, loses the right to receive the fair value of such shareholder’s shares even if such shareholder timely filed a notice of intent to demand payment under Section 302A.473, subdivision 3.

Determination and Payment of “Fair Value”

Except as provided below, if a valid demand for payment by a dissenter is made, then after Patterson’s receipt of such demand or the effective date of the Merger, whichever is later, Patterson must pay the dissenter an amount which Patterson estimates to be the fair value of the dissenter’s shares of Patterson common stock, plus interest. Patterson will include a brief description of the method used to reach its estimate of fair value and certain financial statements as required under Section 302A.473, subdivision 5 of the MBCA. For the purpose of a dissenter’s rights under Sections 302A.471 and 302A.473 of the MBCA, “fair value” means the value of the shares of stock immediately before the effective date of the Merger. It is possible that the fair value of shares of Patterson common stock as determined pursuant to the dissenters’ rights procedures may be determined to be less than the value of the Merger Consideration. Additionally, “interest” means interest commencing five days after the effective date of such merger until the date of payment, calculated at the rate provided in Minnesota Statutes Section 549.09, subdivision 1, paragraph (c), clause (1), which is currently 5% simple interest per annum.

If a dissenter believes this payment is less than the fair value of the shares of Patterson common stock, plus interest, such dissenter must give written notice to Patterson of the dissenter’s own estimate of the fair value of the shares of stock, plus interest, within 30 days after the date Patterson mails the payment, and must demand payment of the difference between the dissenter’s own estimate and Patterson’s payment. If such dissenter fails to give written notice of such estimate to Patterson or fails to demand payment of the difference, within the 30-day time period, such dissenter is entitled only to the amount of Patterson’s payment.

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Patterson may withhold the payment of its estimate of the fair value with respect to shares of Patterson common stock for which a dissenter demanding payment (or persons on whose behalf such dissenter acts) was not the beneficial owner as of the first public announcement date of the Merger Agreement, which was December 11, 2024. As to each such dissenter who has validly demanded payment, following the effective date of the Merger or the receipt of demand, whichever is later, Patterson must mail its estimate of the fair value of such dissenter’s shares of stock and a statement of the reason for withholding the payment, and offer to pay this amount, plus interest, to the dissenter upon receipt of such dissenter’s agreement to accept this amount in full satisfaction. The dissenter may decline Patterson’s offer and give written notice to Patterson of such dissenter’s own estimate of the fair value of the shares of stock, plus interest, and demand payment of this amount. This demand must be mailed to Patterson within 30 days after the mailing of Patterson’s offer. If the dissenter fails to make this demand within the 30-day time period, such dissenter is entitled only to the amount Patterson offered.

If Patterson receives a demand from a dissenter (including a dissenter who held shares of Patterson common stock on December 11, 2024 and a dissenter who purchased shares of Patterson common stock after that date who has complied with the applicable demand requirements) for a supplemental payment, Patterson must, within 60 days after receiving the demand, either pay to the dissenter the amount demanded or agreed to by the dissenter after discussion with Patterson or file in court a petition requesting that the court determine the fair value of the shares, plus interest. The petition must be filed in the county in which our registered office is located, which is Ramsey County, Minnesota. Our registered office is subject to change at any time. All dissenters whose demands are not resolved within the applicable 60-day period must be made parties to this proceeding.

The court will then determine whether each dissenter in question has fully complied with the provisions of Sections 302A.471 and 302A.473 of the MBCA, and for all dissenters who have fully complied and not forfeited statutory dissenters’ rights, will determine the fair value of the shares, taking into account any and all factors the court finds relevant (including, without limitation, the recommendation of any appraisers that may have been appointed by the court), computed by any method that the court, in its discretion, sees fit to use, whether or not used by Patterson or a dissenter. The fair value of the shares as determined by the court is binding on all dissenters. However, by statute, dissenters are not liable to Patterson for the amount, if any, by which payments remitted to the dissenters exceed the fair value of such shares determined by a court, plus interest. The costs and expenses of such a court proceeding are assessed against Patterson, except that the court may assess part or all of those costs and expenses against a dissenter whose action in demanding payment is found to be arbitrary, vexatious or not in good faith.

Limitation of Other Rights

Under Section 302A.471, subdivision 4 of the MBCA, a shareholder has no right at law or in equity to have the Merger set aside or rescinded, except if the Merger is fraudulent with respect to such shareholder or Patterson.

Accounting Treatment

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

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

The following discussion is a summary of the material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) of Patterson common stock who receive cash in exchange for shares of Patterson common stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. The tax consequences of the Merger under U.S. federal tax laws other than those pertaining to income tax, such as estate and gift tax laws, and any applicable state, local and non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the

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Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations, and any such change or differing interpretation may be applied retroactively in a manner that could affect the accuracy of the statements and conclusions set forth in this summary. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Merger.

This discussion is limited to holders of shares of Patterson common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances, including the application of the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

This discussion also does not address the U.S. federal income tax consequence to holders of shares of Patterson common stock who exercise dissenters’ rights in connection with the Merger under the MBCA.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds shares of Patterson common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding Patterson common stock and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger to them.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF PATTERSON COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of Patterson common stock that for U.S. federal income tax purposes is or is treated as:

Effect of the Merger

The receipt of cash by a U.S. holder in exchange for shares of Patterson common stock in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The amount of any taxable gain or loss realized by a U.S. holder who receives cash for shares of Patterson common stock in the Merger will generally equal the difference, if any, between the amount of cash received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted basis in such shares. A U.S. holder’s adjusted basis in a share will generally be equal to the amount the U.S. holder paid for such share. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of shares of Patterson common stock (that is, shares acquired at the same cost in a single transaction) exchanged for cash in the Merger. Any gain or loss realized by a U.S. holder upon the receipt of cash in exchange for a share of Patterson common stock in the Merger will generally be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held such share for more than one year at the Effective Time. Otherwise, such gain or loss will be short-term capital gain or loss, which is subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

A surtax of up to 3.8% may apply to so-called “net investment income” of certain U.S. citizens or residents, and to undistributed “net investment income” of certain estates and trusts. Net investment income includes any gain recognized on the receipt of cash in exchange for shares of Patterson common stock pursuant to the Merger. Holders should consult their tax advisors regarding the applicability of the tax on gain recognized pursuant to the Merger.

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Information Reporting and Backup Withholding

Payments made to a U.S. holder in exchange for shares of Patterson common stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). To avoid backup withholding on such payments, U.S. holders that do not otherwise establish an exemption should complete and return to the Paying Agent a properly executed IRS Form W-9 included in the letter of transmittal certifying that such holder is a U.S. person, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain holders (including corporations) are not subject to backup withholding or these information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the Merger under the backup withholding rules may be allowed as a refund or a credit against such U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Consequences to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of Patterson common stock that is neither a U.S. holder nor a partnership (including an entity that is treated as a partnership for U.S. federal income tax purposes).

Effect of the Merger

A non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized on the receipt of cash in exchange for shares of Patterson common stock in the Merger unless:

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the business.

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

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With respect to the third bullet point above, the determination of whether Patterson is a USRPHC depends on the fair market value of its United States real property interests relative to the fair market value of its other trade or business assets and its United States and foreign real property interests. Patterson believes that it has not been a USRPHC for U.S. federal income tax purposes during the time described above.

The U.S. federal income taxation of non-U.S. holders is a highly complex matter that may be affected by many other considerations. Non-U.S. holders should consult their tax advisors regarding income and withholding tax considerations along with potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments made to non-U.S. holders in the Merger may be subject to information reporting to the IRS and backup withholding (currently at a rate of 24%). Non-U.S. holders generally can avoid information reporting and backup withholding by providing the payor or applicable withholding agent with the applicable and properly executed IRS Form W-8 certifying under penalties of perjury the holder’s non-U.S. status (provided that the payor or applicable withholding agent does not have actual knowledge or reason to know that the holder is a U.S. person as defined under the Code) or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the non-U.S. holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

The discussion above of U.S. federal income tax consequences is not intended to constitute a complete description of all tax consequences relating to the Merger. This summary is for general information purposes only and is not tax advice. Because individual circumstances may differ, each holder should consult their tax advisor regarding the applicability of the rules discussed above to the holder and the particular tax effects to the holder of the Merger in light of such holder’s particular circumstances, including the tax consequences arising under the U.S. federal estate or gift tax rules, or through the application of any state, local or foreign tax laws.

Regulatory Matters Relating to the Merger

General

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the HSR Act has expired or been terminated. Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder by the FTC, the Merger cannot be completed until Patterson and Parent (the “Parties”) each file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. The Parties filed their respective HSR Act pre-merger notification and report forms on December 31, 2024 with the FTC and the DOJ under the HSR Act.

The Parties may receive a request for additional information and documentary material (a “Second Request”) from the FTC or DOJ in connection with the FTC’s or DOJ’s review of the transaction. The effect of a

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Second Request is to extend the waiting period imposed by the HSR Act until 30 days after the Parties have substantially complied with the Second Request, unless that period is extended voluntarily by the Parties or terminated sooner by the FTC or DOJ.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the FTC or the DOJ could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the Parties or requiring the Parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the Parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

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THE MERGER AGREEMENT

The following summary describes material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Appendix A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

The Merger Agreement and the summary of terms included in this proxy statement have been prepared to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Patterson contained in this proxy statement or in Patterson’s public filings with the SEC, as described in “Where You Can Find More Information”, may supplement, update or modify the factual disclosures about Patterson contained in the Merger Agreement and described in this summary. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates and solely for the benefit of parties to the Merger Agreement, and:

Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. Accordingly, the representations, warranties, covenants and other provisions of the Merger Agreement or any description of such provisions should not be relied upon as characterization of the actual state of facts regarding, or the condition of, Patterson, Parent or Merger Sub, and should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See “Where You Can Find More Information”.

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

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the MBCA, at the Effective Time, Merger Sub will be merged with and into Patterson, with Patterson continuing as the surviving corporation and as a wholly owned subsidiary of Parent from and after the Effective Time.

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At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time will become the directors of the surviving corporation, each to hold office until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and the by-laws of the surviving corporation. The officers of Patterson immediately prior to the Effective Time will be the officers of the surviving corporation immediately following the Effective Time, each to hold office in accordance with the articles of incorporation and by-laws of the surviving corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal, in accordance with the articles of incorporation and by-laws of the surviving corporation.

At the Effective Time, the articles of incorporation of the surviving corporation will be amended and restated to read in its entirety in the form set forth as Exhibit A to the Merger Agreement, and as so amended and restated will be the articles of incorporation of the surviving corporation until thereafter changed or amended as provided therein or by applicable law. In addition, Patterson and the surviving corporation will take all necessary action such that, at the Effective Time, the by-laws of the surviving corporation will be amended to read in its entirety in the form set forth as Exhibit B to the Merger Agreement, and as so amended will be the by-laws of the surviving corporation until thereafter changed or amended as provided therein or by applicable law.

Closing and Effective Time of the Merger

Unless another date is agreed by the parties, the closing of the Merger will take place at 8:00 a.m. Central Time, on the third (3rd) business day following the satisfaction or waiver of all of the applicable conditions to closing set forth in Article 6 of the Merger Agreement (described in “- Conditions to the Closing of the Merger”) (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the fulfillment or waiver of those conditions); provided, that, if the Marketing Period (as such term is defined in the Merger Agreement) has not ended as of such date, the closing will occur on the earlier of (x) a day during the Marketing Period specified by Parent in a written notice delivered to the Company at least three (3) business days prior to such specified date and (y) the third (3rd) business day following the last day of the Marketing Period, in each case, subject to the satisfaction or waiver of all of the applicable conditions set forth in Article 6 of the Merger Agreement (described in “- Conditions to the Closing of the Merger”) (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the fulfillment or waiver of those conditions).

On the date of the closing of the Merger, or on a different date as the parties may agree, Merger Sub will cause the articles of merger to be executed and filed in accordance with the relevant provisions of the MBCA and Merger Sub and Patterson will make all other filings required under the MBCA. The Merger will become effective upon the filing of the articles of merger with the Minnesota Secretary of State, or at such later date and time as is agreed by the parties to the Merger Agreement and specified in the articles of merger.

Merger Consideration

Common Stock

At the Effective Time, each share of Patterson common stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held directly by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub and (ii) dissenting shares) will be converted automatically into the right to receive the Merger Consideration. All shares of Patterson common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist as of the Effective Time, and will thereafter represent only the right to receive the Merger Consideration.

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Outstanding Equity Awards

The Merger Agreement provides, at the Effective Time, by virtue of the Merger, and without any action on the part of Parent, Merger Sub, Patterson or any holder of securities of Patterson, for the following treatment with respect to equity and equity-based awards relating to Patterson common stock:

Stock Options

Each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will become fully vested and will automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to the product of (x) the total number of shares of Patterson common stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option (less taxes required to be withheld under applicable law). If the exercise price of a Company Option is equal to or greater than the Merger Consideration, then such Company Option will be cancelled for no consideration.

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

Each outstanding award of (i) Company RSUs will become fully vested and will automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable tax withholdings) equal to (x) the total number of shares of Patterson common stock underlying such award of Company RSUs, multiplied by (y) the Merger Consideration, and (ii) Company PSUs will become vested as to the number of shares of Patterson common stock subject to such award that would vest based on target level achievement of all performance targets (without application of any modifier) and will, after giving effect to such vesting, automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less any applicable withholding taxes) equal to (x) the number of vested shares of Patterson common stock underlying such award of Company PSUs, multiplied by (y) the Merger Consideration, and the unvested portion of such Company PSUs will be cancelled for no consideration.

Employee Stock Purchase Plan

The Merger Agreement provides, promptly following the date of the Merger Agreement, Patterson will take all actions with respect to the Patterson Amended and Restated Employee Stock Purchase Plan (the “Company ESPP”) that are necessary and desirable to provide that, (i) except for the offering period under the Company ESPP in effect as of the date of the Merger Agreement (the “Current Offering Period”), no offering period under the Company ESPP will be authorized or commence after such date, (ii) no new participants will commence participation in the Company ESPP after the date of the Merger Agreement, (iii) no Company ESPP participant as of the date of the Merger Agreement will be permitted to increase such participant’s payroll contribution rate in effect as of such date or make separate nonpayroll contributions on or following such date, (iv) the accumulated contributions of each Company ESPP participant that has not timely withdrawn from the Current Offering Period will be used to purchase shares of Patterson common stock in accordance with the terms of the Company ESPP on a date selected by the Board that is no later than five business days prior to the Effective Time, and (v) the Company ESPP will terminate effective immediately prior to (and subject to the occurrence of) the Effective Time.

Sharesave Plan

The Merger Agreement provides, promptly following the date of the Merger Agreement, Patterson will take all actions with respect to the Patterson Companies, Inc. 2014 Sharesave Plan (the “Sharesave Plan”) that are necessary and desirable to provide that, (i) except for the savings period under the Sharesave Plan in effect as of the date of the Merger Agreement (the “Current Savings Period”), no savings periods under the Sharesave Plan will be authorized or commence after such date, (ii) no new participants will commence participation in the

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Sharesave Plan after the date of the Merger Agreement, (iii) no Sharesave Plan participant as of the date of the Merger Agreement will be permitted to increase such participant’s payroll contribution rate in effect as of such date or make separate nonpayroll contributions on or following such date, (iv) the Board will exercise its discretion under the Sharesave Plan to allow options granted thereunder to be exercised earlier than the end of the Current Savings Periods, in connection with the Merger, (v) the accumulated savings of each Sharesave Plan participant that has not timely withdrawn from the Current Savings Periods will be used to purchase shares of Patterson common stock upon the exercise of options granted under, and otherwise in accordance with the terms of, the Sharesave Plan, within a period determined by the Board in accordance with the Sharesave Plan, provided that such period ends no later than five business days prior to the Effective Time, and (vi) the Sharesave Plan shall terminate effective immediately prior to (and subject to the occurrence of) the Effective Time (if not previously terminated).

Termination of Incentive Award Plans

As of the Effective Time, the Equity Incentive Plans will be terminated and no further shares of Patterson common stock, Company Options, Company RSUs, Company PSUs, other equity or equity-based interests in Patterson or other rights with respect to shares of Patterson common stock will be granted thereunder. Following the Effective Time, no such Company Option, Company RSU, Company PSU, equity or equity-based interest or other right with respect to any share of Patterson common stock that was outstanding immediately prior to the Effective Time will remain outstanding and each former holder of any such Company Option, Company RSU, Company PSU, equity or equity-based interest or other right with respect to any share of Patterson common stock will cease to have any rights with respect thereto, except the right to receive the Merger Consideration as discussed above.

Dissenting Shares

Any shares of Patterson common stock issued and outstanding immediately prior to the Effective Time and held by shareholders who have not voted in favor of the Merger proposal and otherwise comply with Sections 302A.471 and 302A.473 of the MBCA (dissenting shares) will not be converted into the right to receive the Merger Consideration, and holders of such dissenting shares will be entitled to the payment of the fair value of such dissenting shares determined in accordance with Sections 302A.471 and 302A.473 of the MBCA (including interest determined in accordance with Section 302A.473). If, after the Effective Time, any such shareholder fails to perfect or otherwise withdraws or loses such rights, such dissenting shares will thereupon be treated as if they had been converted into, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, on the terms and conditions in the Merger Agreement and will no longer constitute dissenting shares. At the Effective Time, any holder of dissenting shares will cease to have any rights with respect thereto other than such rights as are provided to holders of dissenting shares under Sections 302A.471 and 302A.473 of the MBCA.

Exchange and Payment Procedures

At or prior to the Effective Time, Parent will appoint a nationally recognized bank or trust company, reasonably acceptable to Patterson, to act as the paying agent to make payments of the Merger Consideration to Patterson shareholders (the “Paying Agent”) to make payments of the Merger Consideration to shareholders. The surviving corporation will pay, or cause to be paid, the fees and expenses of the Paying Agent. At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which the holders of Patterson common stock (other than the dissenting shares) are entitled at the Effective Time pursuant to the Merger Agreement.

As soon as practicable (and no later than the third business day) after the Effective Time, the surviving corporation will cause the Paying Agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of Patterson common stock represented by a certificate (the “Certificates”), which shares were converted into the right to receive the Merger Consideration, a letter of transmittal together with instructions for

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effecting the surrender of the certificates in exchange for payment of the Merger Consideration. Upon receipt of (i) in the case of shares of Patterson common stock represented by a stock certificate, a surrendered certificate or certificates (or affidavit of loss) in respect of such shares together with the signed letter of transmittal, or (ii) in the case of shares of Patterson common stock held in book-entry form (other than shares held through The Depository Trust Company), the receipt of the signed letter of transmittal, the Paying Agent or such other agent, in accordance with the letter of transmittal and instructions, will transmit to the holder of such shares the Merger Consideration in exchange therefor and such certificates or book-entry shares will be cancelled.

As promptly as practicable after the Effective Time, Parent will cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, in respect of each book-entry share held through The Depository Trust Company, a cash amount in immediately available funds equal to the Merger Consideration (subject to any withholding of taxes) that holders of such book-entry shares will be automatically entitled to receive, and such book-entry shares of such holder will be cancelled.

At the Effective Time, the stock transfer books of Patterson will be closed and thereafter there will be no further registration of transfers of shares on the records of Patterson, and holders of Certificates and book-entry shares will cease to have rights with respect to such shares except as otherwise provided in the Merger Agreement or by applicable law. If, after the Effective Time, Certificates are presented to the surviving corporation for any reason, they will be cancelled and exchanged as provided in the Merger Agreement.

If any cash deposited with the Paying Agent remains unclaimed by holders of Patterson common stock on the first anniversary of the Effective Time, such cash (including any interest received in respect thereto) will be returned to the surviving corporation, and any holders of Patterson common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent and the surviving corporation (as general unsecured creditors) for delivery of the Merger Consideration, without any interest thereon and subject to any applicable withholding taxes and abandoned property, escheat or other similar laws. Any portion of the Merger Consideration that remains unclaimed by the holders of Patterson common stock immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of the surviving corporation free and clear of any claim or interest of any person previously entitled thereto.

If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate to be lost, stolen or destroyed (and if required by Parent, the posting by the owners of a bond, in a reasonable sum as it may reasonably direct, as indemnity against any claim that may be made against Parent, Merger Sub, the surviving corporation or the Paying Agent with respect to such Certificate), the Paying Agent will, in exchange for such lost, stolen or destroyed stock certificate, pay the Merger Consideration deliverable in respect thereof pursuant to the Merger Agreement.

Representations and Warranties

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

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