PYCR Paycor HCM Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

Paycor HCM, Inc.

(Name of Registrant as Specified in its Charter)

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

PRELIMINARY INFORMATION STATEMENT — SUBJECT TO COMPLETION

Paycor HCM, Inc.

4811 Montgomery Road

Cincinnati, Ohio 45212

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

To our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of common stock, par value $0.001 per share (the “Company Stock”), of Paycor HCM, Inc., a Delaware corporation (“Paycor”), in connection with the Agreement and Plan of Merger, dated as of January 7, 2025 (the “Merger Agreement”), by and among Paycor, Paychex Inc., a Delaware corporation (“Parent”), and Skyline Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). A summary of the Merger Agreement is provided in the accompanying information statement and a copy of the Merger Agreement is attached as Annex A to the accompanying information statement, and each are incorporated by reference into this notice. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Paycor, with Paycor surviving as a wholly owned subsidiary of Parent (the “Merger”). Upon consummation of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Company Stock issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically canceled, retired and converted into the right to receive cash in an amount equal to $22.50 per share, without interest thereon and subject to any applicable withholding taxes. However, the Merger Consideration will not be paid in respect of (i) any shares of Company Stock held by Paycor as treasury stock or owned by Parent or Merger Sub, in each case as of immediately prior to the Effective Time (other than shares of Company Stock held in a trustee, custodian or nominee capacity for the account of clients or customers), which shares will automatically be canceled without any conversion thereof or consideration paid therefor, (ii) shares of Company Stock held by any subsidiary of Paycor or Parent (other than Merger Sub), in each case as of immediately prior to the Effective Time (other than shares of Company Stock held in a trustee, custodian or nominee capacity for the account of clients or customers), which shares will automatically be converted into shares of the surviving corporation such that each such subsidiary will own the same percentage of the outstanding capital stock of the surviving corporation, and (iii) those shares of Company Stock held by any person who is entitled to demand, and who has properly demanded, appraisal of such shares of Company Stock under Delaware law and not withdrawn his, her or its demand for appraisal or has not lost or waived such rights.

The board of directors of Paycor has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are fair to and in the best interests of Paycor’s stockholders; (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby; and (iii) resolved, subject to Section 6.03 of the Merger Agreement, to recommend approval and adoption of the Merger Agreement by Paycor’s stockholders.

The adoption of the Merger Agreement by Paycor’s stockholders required the affirmative vote or consent by holders of a majority of the voting power of the outstanding shares of Company Stock entitled to vote thereon.

On January 7, 2025, following the execution of the Merger Agreement, Pride Aggregator, LP (the “Majority Stockholder”), which on January 7, 2025 held of record and beneficially owned 96,140,927 shares of Company Stock representing approximately 53.36% of the aggregate voting power of the then issued and outstanding shares of Company Stock, delivered a written consent approving and adopting in all respects the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Written Consent”). As a result, no further action by any stockholder of Paycor is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and Paycor will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. This notice and the accompanying information statement shall constitute notice to you from Paycor of the Written Consent contemplated by Section 228(e) of the General Corporation Law of the State of Delaware (the “DGCL”).

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company Stock, other than the Majority Stockholder, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Company Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration pursuant to the Merger Agreement. To exercise your appraisal rights, you must submit a written demand for an appraisal to Paycor no later than twenty days after the mailing of this information statement, which mailing date is on    , and comply precisely with all of the procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This notice and the accompanying information statement shall constitute notice to you from Paycor of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

We urge you to read the entire information statement carefully. If the Merger is completed, you will receive instructions regarding payment for your shares of Company Stock.

BY ORDER OF THE BOARD OF DIRECTORS,

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

This information statement is dated    and is first being mailed to stockholders on    .

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Paycor stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 87.

Each Company Stock Option that is outstanding as of immediately prior to the Effective Time with an exercise price that is equal to or greater than the Merger Consideration will be canceled at the Effective Time without any consideration to the holder thereof.

At or immediately prior to the Effective Time, each Company RSU, to the extent subject to service-based vesting conditions, that is held by an employee of Paycor whose position is at or above the level of “Director” will be canceled and exchanged as of the Closing for a number of Parent RSUs, subject to the same terms and conditions as were applicable to such Company RSU immediately prior to the Effective Time, equal to the number of Company RSUs subject to such award multiplied by the quotient of (i) the Merger Consideration divided by (ii) the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

At or immediately prior to the Effective Time, each Company RSU held by other participants who are not non-employee members of the Board (including each Company Serbia Phantom Award, without regard

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to such participant’s level) will be canceled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in restricted cash equal to (i) the Merger Consideration, multiplied by (ii) the number of Company RSUs subject to such award, subject to the same terms and conditions as were applicable to such Company RSU immediately prior to the Effective Time.

At or immediately prior to the Effective Time, each Company RSU held by a non-employee member of the Board will fully vest and be canceled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in cash equal to (i) the Merger Consideration, multiplied by (ii) the number of Company RSUs subject to such award.

At or immediately prior to the Effective Time, each Company PSU, will be canceled and exchanged for a number of Parent RSUs, subject to the same terms and conditions as were applicable to such Company PSU immediately prior to the Effective Time, equal to the number of Company PSUs underlying such award (determined based on the actual level of performance as of the Effective Time) multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

At or immediately prior to the Effective Time, each Company Restricted Stock Award will be canceled and exchanged as of the Closing for a number of restricted stock awards in Parent, subject to the same terms and conditions as were applicable to such Company Restricted Stock Award immediately prior to the Effective Time, equal to the number of shares subject to such Company Restricted Stock Award multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

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A Non-United States Holder will generally not be subject to United States federal income tax on any gain resulting from the exchange of Company Stock pursuant to the Merger, unless such holder has certain connections to the United States. However, the Merger could be a taxable transaction to such holder under non-United States tax laws applicable to such holder.

Holders of Company Stock should read the section entitled “The Merger—Material United States Federal Income Tax Consequences of the Merger” beginning on page 52 for a more detailed description of the United States federal income tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular situation. Holders of Company Stock are urged to consult their own tax advisors about the United States federal, state, local and non-United States tax consequences to them of the Merger.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, without limitation, statements regarding forecasts and projections as described in “The Merger—Certain Company Financial Forecasts” beginning on page 44, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact, including statements regarding our current expectations relating to the Merger and the transactions contemplated by the Merger Agreement, our future results of operations and financial position, our business strategy and plans, our objectives for future operations, and any statements of a general economic or industry specific nature, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” “outlook,” “potential,” “targets,” “contemplates,” or the negative or plural of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe, based on information currently available to our management, may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, related to our operations, financial results, financial condition, business, prospects, growth strategy, and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

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Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations and assumptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We undertake no obligation to publicly update any forward-looking statement after the date of this report, whether as a result of new information, future developments or otherwise, or to conform these statements to actual results or revised expectations, except as may be required by applicable law.

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THE PARTIES TO THE MERGER AGREEMENT

Paycor

Paycor HCM, Inc.

4811 Montgomery Road

Cincinnati, Ohio 45212

Phone: (800) 381-0053

Paycor is a leading Software-as-a-Service provider of HCM solutions targeted at mid-market business with tens to thousands of employees. Our unified, cloud-based platform is designed to empower leaders to drive business results by connecting them to people, data, and expertise. Our Software-as-a-Service HCM solution automates routine management tasks so frontline leaders can focus on the key elements that drive business performance and employee engagement, such as goal setting, coaching, and talent development. Our comprehensive suite of solutions enables organizations to streamline administrative workflows and achieve regulatory compliance while serving as the single, secure system of record for employee data. Our modern, extensible platform is augmented by industry-specific domain expertise and offers award-winning ease-of-use with an intuitive user experience and deep third-party integrations. Approximately 31,000 customers across all 50 states trust us to empower their leaders to drive business results. Paycor’s principal executive offices are located at 4811 Montgomery Road, Cincinnati, Ohio 45212 and its telephone number is (800) 381-0053. Paycor’s website is www.paycor.com. The information provided on or accessible through our website is not incorporated by reference into and is not part of this information statement. Additional information about Paycor is included in documents incorporated by reference into this information statement and our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 87.

The Company Stock is listed with, and trades on, the Nasdaq under the symbol “PYCR.”

Parent

Paychex, Inc.

911 Panorama Trail South

Rochester, New York 14625

Phone: (585) 385-6666

Paychex is an industry-leading HCM company delivering a full suite of technology and advisory services in HR, employee benefit solutions, insurance, and payroll processing. Parent serves over 745,000 customers in the U.S. and Europe and pays one out of every twelve American private sector employees. The more than 16,000 people at Parent are committed to helping businesses succeed and build thriving communities where they work and live.

After the consummation of the Merger, Paycor will be a wholly owned subsidiary of Paychex. Paychex’s principal executive offices are located at 911 Panorama Trail South, Rochester, New York 14625 and its telephone number is (585) 385-6666. The Paychex Stock is listed with, and trades on, the Nasdaq under the ticker symbol “PAYX.”

Merger Sub

Skyline Merger Sub, Inc.

c/o Paychex, Inc.

911 Panorama Trail South

Rochester, New York 14625

Phone: (585) 385-6666

Merger Sub is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger

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Agreement. Merger Sub is an indirect wholly owned subsidiary of Parent and has not carried on any business activity other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at 911 Panorama Trail South, Rochester, New York 14625 and its telephone number is (585) 385-6666.

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THE MERGER

Background of the Merger

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

The Board and Paycor’s senior management periodically review Paycor’s long-term strategy and objectives in light of market and industry conditions. These reviews have included, among other things, consideration of organic growth initiatives, acquisitions, divestitures and potential business combination transactions, as well as other strategic opportunities, in each case, with a view towards enhancing stockholder value.

In the summer of 2023, members of the Board, including representatives of the Majority Stockholder, engaged in various discussions regarding the strategic position of Paycor. In particular, the Majority Stockholder was interested in engaging and building relationships with other strategic parties in the industry and understanding what types of strategic opportunities might be available to Paycor.

In August and September 2023, representatives of the Majority Stockholder and Paycor’s senior management began discussions with representatives of J.P. Morgan on an informal basis to assist with introductions to other parties in the industry, and preliminarily explore potential strategic opportunities that might be available to Paycor, including a potential sale of Paycor.

On August 10, 2023, the Board held a regularly-scheduled meeting via videoconference, with members of Paycor’s senior management present. During an executive session of this meeting, Raul Villar, Chief Executive Officer of Paycor, and Jason Wright, Chairman of the Board, discussed with the other members of the Board Paycor’s initial exploration of potential strategic opportunities.

In the fall of 2023, Paycor held introductory meetings with four potential counterparties and entered into a mutual confidentiality agreement with one counterparty, Company A. Between December 2023 and January 2024, Messrs. Villar and Wright and representatives of Company A, together with other members of Paycor’s and Company A’s senior management, held telephonic and in-person meetings to discuss Company A’s potential interest in an acquisition of Paycor and various diligence matters. The representatives of Company A expressed an interest in potentially submitting a proposal, but did not make any proposal with respect to a transaction with Paycor. After this time, Paycor did not engage in any further discussions with the potential counterparties identified in J.P. Morgan’s introductions (other than two such counterparties who subsequently engaged with Paycor following Goldman Sachs’ outreach).

On November 6, 2023, the Board held a regularly-scheduled meeting in person at Paycor’s headquarters in Cincinnati, Ohio, with members of Paycor’s senior management present. During an executive session of this meeting, Messrs. Villar and Wright updated members of the Board on recent interactions with counterparties regarding a potential acquisition of Paycor.

On January 24, 2024, a representative of Company A informed Mr. Villar that Company A had determined not to pursue an acquisition of Paycor due to concerns relating to financing such acquisition.

On January 25, 2024, the Board held a regularly-scheduled meeting via videoconference, with members of Paycor’s senior management present. During an executive session of this meeting, Messrs. Villar and Wright updated the other members of the Board on Company A’s decision not to pursue a potential acquisition of Paycor. This concluded any engagements that arose from J.P. Morgan’s introductions.

On May 10, 2024, Mr. Wright received an unsolicited e-mail from Thomas Hammond, the then-Vice President of Strategy, Partnerships and Business Development of Parent, requesting to schedule an in-person

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meeting. On May 29, 2024, Robert Schrader, Chief Financial Officer of Parent, and Mr. Hammond, met with Mr. Wright in person to discuss the human capital management industry generally and a potential acquisition of Paycor. Messrs. Schrader and Hammond did not make any proposal with respect to a transaction with Paycor at this meeting.

On June 13, 2024, Mr. Villar held a meeting via videoconference with John Gibson, President and Chief Executive Officer of Parent, to discuss the human capital management industry generally and a potential acquisition of Paycor. Mr. Gibson did not make any proposal with respect to a transaction with Paycor at this meeting.

During July and August 2024, Messrs. Villar and Gibson held several discussions regarding Parent’s interest in a potential acquisition of Paycor, though no terms of a transaction were discussed. During these meetings, Mr. Gibson indicated that Parent had no desire to enter into an auction process and was considering engaging a financial advisor.

On August 23, 2024, Messrs. Villar and Gibson held a telephonic meeting to continue discussions regarding Parent’s interest in a potential acquisition of Paycor. During the call, Mr. Villar indicated that Paycor had previously engaged with certain counterparties interested in taking Paycor private. At the conclusion of the call, Messrs. Villar and Gibson decided to set up a call between their respective chief financial officers and chief legal officers to discuss next steps with respect to a potential transaction.

On September 9, 2024, Mr. Villar received an unsolicited telephone call from a representative of PE Firm A requesting to set up a call to discuss PE Firm A’s potential interest in an acquisition of Paycor, and on September 11, 2024, Mr. Villar and the representative of PE Firm A held a telephonic meeting to discuss PE Firm A’s potential interest in acquiring Paycor. The representative of PE Firm A indicated that PE Firm A had begun initial public company diligence, but informally indicated that its potential offer to acquire all of the outstanding shares of Paycor would be capped at a per share price of $18.00 per share.

On September 12, 2024, Adam Ante, Chief Financial Officer of Paycor, Mr. Schrader, Alice Geene, Chief Legal Officer of Paycor, and Prabha Sipi Bhandari, Chief Legal Officer of Parent, held a meeting via videoconference, during which representatives of Parent discussed their interest in Paycor and the mid-market human capital management space, as well as Parent’s desire to receive high-level diligence information regarding Paycor in advance of potentially submitting a non-binding indication of interest to acquire Paycor. Representatives of Paycor indicated that Parent would be required to enter into a confidentiality agreement with Paycor before any diligence information would be made available to Parent. Representatives of Parent did not make any proposal with respect to a transaction with Paycor at this meeting.

On September 17, 2024, Paycor and Parent entered into a mutual confidentiality agreement. The mutual confidentiality agreement did not include a standstill provision.

Shortly thereafter, Mr. Wright informed Katie Burke, a member of the Board, of the entry into a mutual confidentiality agreement with Parent, and Mr. Wright and Ms. Burke contacted each other member of the Board individually, and, given Parent’s credibility as a potential buyer and the potential attractiveness of a cash acquisition as a strategic alternative for Paycor, each member of the Board was supportive of the initial discussions with Parent and providing limited diligence materials as requested by Parent, with the goal of having Parent provide an indication of interest for a potential transaction with Paycor. Following such discussions, representatives of Parent were provided with certain high-level diligence information regarding Paycor that Parent had requested.

On September 18, 2024, Ryan Bergstrom, Chief Product & Technology Officer of Paycor, received an unsolicited request from a representative of PE Firm B at an industry conference requesting to set up a meeting in November 2024 to discuss PE Firm B’s potential interest in an acquisition of Paycor.

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On September 23, 2024, Mr. Villar received an unsolicited request from a representative of PE Firm C requesting to set up a call to discuss PE Firm C’s potential interest in acquiring Paycor, and on October 2, 2024, Mr. Villar and the representative of PE Firm C held a telephonic meeting to discuss PE Firm C’s potential interest in a proposed transaction between the two parties. The representative of PE Firm C did not make any proposal with respect to a transaction with Paycor at this meeting.

In October 2024, a representative of an investment bank familiar with Paycor introduced Messrs. Villar and Ante to a representative of PE Firm D to set up a meeting in December 2024 to discuss the human capital management industry generally.

On October 3, 2024, Paycor and PE Firm A entered into a one-way confidentiality agreement. The one-way confidentiality agreement did not include a standstill provision. Following execution of the one-way confidentiality agreement, representatives of PE Firm A were provided with certain high-level diligence information regarding Paycor that PE Firm A had requested. Later on October 3, 2024, Messrs. Villar and Ante held a telephonic meeting with representatives of PE Firm A to discuss PE Firm A’s continued interest in a potential acquisition of Paycor. The representatives of PE Firm A did not make any proposal with respect to a transaction with Paycor at this meeting.

On October 4, 2024, Messrs. Villar and Gibson held a telephonic meeting to discuss Parent’s continued interest in a potential transaction with Paycor. During this meeting, Mr. Gibson indicated Parent’s view that this acquisition would be beneficial for both parties’ stockholders, that Parent would be prepared to swiftly execute a transaction without disrupting each company’s sales season, and that Mr. Gibson had preliminarily discussed with members of the board of directors of Parent (the “Parent Board”) their interest in a potential acquisition. Mr. Gibson did not make any proposal with respect to a transaction with Paycor at this meeting.

On October 15, 2024, Messrs. Villar and Gibson held a telephonic meeting to discuss Parent’s continued interest in a potential transaction with Paycor. During this meeting, Mr. Gibson indicated that the Parent Board was supportive of a potential acquisition of Paycor. Mr. Gibson verbally indicated that Parent would be willing to offer a customary premium to the then current price of Company Stock, and Mr. Villar requested that the Parent Board submit a formal indication of interest for review by the Board. Mr. Gibson also indicated that Parent would intend to finance a potential acquisition of Paycor with debt financing, and that Parent would like to execute a transaction by January 2025. During this meeting, Mr. Gibson also indicated that Parent intended to engage J.P. Morgan as its financial advisor.

On October 18, 2024, Messrs. Ante and Schrader and Mses. Geene and Bhandari held a meeting via videoconference, during which Mr. Schrader and Ms. Bhandari continued to express Parent’s interest in a potential acquisition of Paycor and discussed potential timing and next steps with respect to a potential transaction. Mr. Ante and Ms. Geene noted that in order to proceed with next steps, the parties would need to execute an amended and restated mutual confidentiality agreement containing a customary standstill provision.

On October 21, 2024, Paycor and Parent entered into an amended and restated mutual confidentiality agreement. The amended and restated mutual confidentiality agreement included customary nondisclosure and nonuse provisions and a standstill provision that prohibited each party (for a period of 12 months) from (among other things) offering to acquire or acquiring the other party, and from taking certain other actions, including soliciting proxies, in each case, without the prior consent of the other party. The amended and restated mutual confidentiality agreement permitted each party to make proposals directly to the other party at any time, as well as acquisition proposals at any time following the other party’s entry into a definitive agreement with a third party providing for a change of control transaction of the other party. Following execution of the amended and restated mutual confidentiality agreement, representatives of Parent submitted additional diligence questions to Paycor to which Paycor responded.

On October 28, 2024, the Board held a regularly-scheduled meeting in person at Paycor’s headquarters in Cincinnati, Ohio, with members of Paycor’s senior management present. During this meeting, the Board

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discussed the informal inbound inquiries received by Paycor over the past year regarding a potential acquisition of Paycor, of which the directors were previously kept apprised, including the recent interactions Paycor’s senior management had with representatives of each of Parent, PE Firm A, PE Firm C, as well as potential future scheduled discussions with representatives of each of PE Firm B and PE Firm D. The Board also discussed Parent’s indication that it may submit a non-binding indication of interest on or about November 11, 2024. Also during this meeting, the Board discussed preliminary process considerations, including whether a transaction committee would be necessary or beneficial, the selection of a financial advisor to advise Paycor in connection with a potential transaction, and potential next process steps. In discussing the potential selection of Paycor’s financial advisor, the Board discussed potential options, including Goldman Sachs and three other investment banks. The consensus of the Board following this discussion was to reconvene promptly following the receipt of any transaction proposal and further discuss potential process considerations, including the engagement of a financial advisor, at that time.

On November 1, 2024, Mr. Villar held an introductory telephonic meeting with a representative of PE Firm B to discuss PE Firm B’s potential interest in an acquisition of Paycor. The representative of PE Firm B did not make any proposal with respect to a transaction with Paycor at this meeting.

On November 8, 2024, Mr. Wright held a telephonic meeting with representatives of PE Firm A to discuss PE Firm A’s potential interest in an acquisition of Paycor.

On November 15, 2024, Messrs. Villar, Gibson, Wright, Ante and Schrader held a telephonic meeting during which Mr. Gibson previewed Parent’s non-binding indication of interest to acquire all of the outstanding shares of Paycor for a per share price of $17.25 to $18.92 (the “November Proposal”). During this meeting, Mr. Gibson noted that Parent did not believe the recent increases in Paycor’s stock supported a higher premium, as Parent considered Paycor’s stock to be overvalued. Also during this meeting, Mr. Gibson indicated that Parent was willing to revisit its valuation in connection with its ongoing due diligence, and that Parent’s proposed timeline included finalizing negotiations and announcing a potential transaction on or shortly after January 10, 2025.

Later on November 15, 2024, representatives of Parent submitted the November Proposal to the Board. The November Proposal also contemplated that, in light of the key selling season that recently commenced for both companies and Parent’s anticipated earnings release in mid-December for the second quarter of its fiscal year, Parent anticipated executing and announcing a transaction shortly after the Parent Board meeting scheduled for January 10, 2025. The November Proposal stated that Parent expected to obtain financing commitments in advance of signing and that no financing contingency would be necessary. The November Proposal did not include a request for exclusivity.

Later on November 15, 2024, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Kirkland & Ellis LLP (“Kirkland”), Paycor’s outside legal advisor, in attendance. During this meeting, the Board discussed the terms of the November Proposal, the fact that Parent did not ask for exclusivity in connection with the November Proposal, and the fact that the assumption made by Parent regarding outstanding shares only took into account common stock outstanding and did not take into account any common stock equivalents, such that the $17.25 to $18.92 per share price on a fully diluted basis was lower than what Parent indicated. Representatives of Kirkland reviewed with the Board its fiduciary duties under Delaware law and discussed certain process considerations for the Board when responding to acquisition proposals, as well as Paycor’s long range plan as a basis for decision making. The Board then discussed the call held between Parent and Paycor on November 15, 2024, and Paycor’s senior management provided their perspectives on a potential transaction, including the synergies Parent and Paycor would have as a combined company. The Board discussed recent interactions with representatives of PE Firm A, who were continuing their due diligence but did not indicate a plan to submit a proposal for an acquisition of Paycor, and noted that future meetings would be scheduled for PE Firm B, PE Firm C and PE Firm D. During this meeting, the Board discussed Paycor’s engagement of a financial advisor, including Goldman Sachs and three other

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investment banks, including each bank’s familiarity with Paycor and its experience and prior exposure to potential acquirors. The Board’s consensus was that it was critical to avoid the risk of any leak and determined that they would rather engage with one bank as opposed to conducting a “bake off” among multiple banks. The Board’s consensus was that Goldman Sachs would be best suited to advise Paycor as they had previously advised Paycor in connection with its initial public offering, had a high degree of execution capabilities and had significant experience and prior exposure to potential acquirors. The Board instructed Paycor’s senior management to engage with Goldman Sachs as soon as possible and to update Paycor’s long-range plan to reflect Paycor’s recent performance. In addition, the Board determined to establish an ad-hoc transaction committee of the Board (the “Transaction Committee”) comprised of Board members Mr. Wright, Ms. Burke and Steve Collins for convenience and efficiency purposes only, to provide Paycor’s senior management with guidance between meetings of the Board, and not for any conflicts purposes. The Board did not delegate any decision-making authority to the Transaction Committee.

On November 20, 2024, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. During this meeting, members of Paycor’s senior management reviewed with the Board Paycor’s long-range plan for fiscal years 2024 through 2029 (the “Five-Year Plan”), which Paycor’s senior management had, at the direction of the Board, updated to reflect recent performance since the forecasts previously shared with the Board on June 18, 2024 as part of Paycor’s regular fiscal year-end review. Members of senior management discussed the key metrics in the long-range plan, the assumptions made, and the methodology employed in preparing and updating the long-range plan, as well as the near- and long-term trends relating to such metrics. The Board approved the Five-Year Plan, including for use by Goldman Sachs in connection with its financial analysis of potential acquisition proposals. The Board discussed with representatives of Goldman Sachs and Kirkland the terms of the November Proposal, including Parent’s valuation of Paycor, Parent’s proposed timing to complete diligence and announce a transaction, outstanding due diligence items, Parent’s proposed financing, the fact that Parent did not make a request for exclusivity, as well as the fact that the November Proposal included Paycor’s outstanding share count from its most recent quarterly report (which, if updated for Paycor’s then-current fully-diluted share count, would imply a per share price of $16.56 to $18.16 per share in the November Proposal). Representatives of Goldman Sachs reviewed with the Board Paycor’s stock trading history relative to the implied per share price in the November Proposal, as well as certain other preliminary financial observations, including Paycor’s 52-week high share price of $22.24, the relevant premia to Paycor’s share price and premia paid in recent software industry transactions. During this meeting, the Board discussed potential responses to Parent, and determined to reject the November Proposal, indicating that the Board would not be willing to transact at the value set forth in the November Proposal without providing a specific counterproposal, but would provide additional diligence information to Parent in order to support a higher offer price. Further, the Board evaluated other potential bidders (both other strategic acquirors and financial sponsors) that might be interested in an acquisition of Paycor, and determined to proceed with a targeted process involving outreach to a specific group of potential strategic and financial sponsor bidders identified by Goldman Sachs that would be most likely to have interest in an acquisition of Paycor. The Board further discussed the importance of maintaining a targeted group of potential bidders to mitigate the potential for leaks. At the conclusion of the meeting, the Board instructed Mr. Villar to contact Parent and reject the November Proposal with the Board-approved messaging, and instructed Goldman Sachs to conduct targeted outreach to other potential bidders.

Also on November 20, 2024, Mr. Villar relayed the Board-approved message to Mr. Gibson, noting that the Board would not be willing to transact at the value set forth in the November Proposal, but that Paycor would be willing to provide additional diligence information to Parent in order to support a higher offer price. Mr. Gibson noted that, if Paycor was able to provide Parent with additional diligence material that supported a higher valuation, Parent would take that material into consideration if it were to submit a revised acquisition proposal. Mr. Gibson also reiterated to Mr. Villar that Parent was only interested in bilateral discussions between the parties and was not interested in being drawn into a protracted auction process.

On November 21, 2024, Paycor held its investor day.

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Also on November 21, 2024, Messrs. Ante and Schrader met telephonically to discuss additional diligence requests from Parent in order to support a higher offer price. Mr. Schrader noted that Parent anticipated submitting a revised proposal during the week of December 9, 2024, and that the Parent Board was not interested in entering an auction process. Mr. Schrader also requested to review Paycor’s long-range forecasts.

Also on November 21, 2024, as directed by the Board, representatives of Goldman Sachs contacted representatives of Company B, Company C, Company D, Company E and PE Firm E to inquire about their interest in a potential acquisition of Paycor. Representatives of Company B indicated that they would consider the opportunity. Representatives of Company C confirmed that Company C was not interested in pursuing a potential acquisition of Paycor at this time. The Company D representative confirmed Company D’s potential interest and received a draft confidentiality agreement.

On November 22, 2024, as directed by the Board, representatives of Goldman Sachs contacted representatives of Company F, Company G, Company H, Company I and Company J to inquire about their interest in a potential acquisition of Paycor. Representatives of each of Company F and Company I confirmed Company F’s and Company I’s respective potential interest and received a draft confidentiality agreement.

Also on November 22, 2024, representatives of Company C communicated to representatives of Goldman Sachs that Company C was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

Also on November 22, 2024, as directed by the Board, representatives of Goldman Sachs contacted a representative of PE Firm A to confirm PE Firm A’s continued interest in a potential acquisition of Paycor. Such PE Firm A representative reiterated PE Firm A’s potential interest, and the Goldman Sachs representatives provided a draft of an amended and restated confidentiality agreement, including, among other things, a customary standstill provision.

On November 23, 2024, representatives of PE Firm E communicated to representatives of Goldman Sachs that PE Firm E was not interested in pursuing a potential acquisition of Paycor at this time.

Also on November 23, 2024, representatives of Parent were provided with access to a virtual data room with initial diligence information regarding Paycor.

Also on November 23, 2024, Mr. Wright held a telephonic meeting with a representative of Company D to discuss Company D’s potential interest in an acquisition of Paycor.

On November 25, 2024, as directed by the Board, representatives of Goldman Sachs contacted representatives of Company K to inquire about Company K’s interest in a potential acquisition of Paycor. The Company K representative confirmed Company K’s potential interest and received a draft confidentiality agreement.

Also on November 25, 2024, representatives of Company E communicated to representatives of Goldman Sachs that Company E was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

Also on November 25, 2024, the Board approved the provision of the Five-Year Plan to counterparties who had executed a confidentiality agreement with Paycor. Shortly thereafter, the Five-Year Plan was provided to representatives of Parent in the virtual data room.

Also on November 25, 2024, as directed by the Board, representatives of Goldman Sachs contacted representatives of PE Firm F to inquire about their interest in a potential acquisition of Paycor. The representatives of PE Firm F did not confirm PE Firm F’s interest at that time, and did not receive a draft confidentiality agreement.

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On November 26, 2024, as directed by the Board, representatives of Goldman Sachs contacted representatives of PE Firm D and PE Firm B to inquire about each of PE Firm D’s and PE Firm B’s respective continued interest in a potential acquisition of Paycor. Representatives of each of PE Firm D and PE Firm B confirmed each of PE Firm D’s and PE Firm B’s respective potential interest and each received a draft confidentiality agreement.

On November 26 and 29, 2024, members of Paycor’s senior management held additional due diligence sessions with members of Parent’s senior management.

On November 27, 2024, representatives of each of Company K and Company G communicated to representatives of Goldman Sachs that each of Company K and Company G, respectively, was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

On November 29, 2024, Paycor and PE Firm A entered into an amended and restated one-way confidentiality agreement. The amended and restated confidentiality one-way agreement included customary nondisclosure and nonuse provisions and a standstill provision that prohibited PE Firm A (for a period of 12 months) from (among other things) offering to acquire or acquiring Paycor, and from taking certain other actions, including soliciting proxies, in each case, without the prior consent of Paycor. The amended and restated one-way confidentiality agreement permitted PE Firm A to make acquisition proposals at any time after Paycor enters into a definitive agreement with a third party providing for a change of control transaction of Paycor. Shortly thereafter, representatives of PE Firm A were provided with access to a virtual data room with initial diligence information regarding Paycor.

Also on November 29, 2024, representatives of Company I communicated to representatives of Goldman Sachs that Company I was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

On December 2, 2024, representatives of each of Company B and Company J communicated to representatives of Goldman Sachs that each of Company B and Company J, respectively, was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

On December 3, 2024, representatives of Company H communicated to representatives of Goldman Sachs that Company H was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

On December 4, 2024, Paycor entered into a one-way confidentiality agreement with each of Company D, Company F and PE Firm B. Each one-way confidentiality agreement included customary nondisclosure and nonuse provisions and a standstill provision that prohibited each such counterparty (for a period of 18 months for Company D and PE Firm B and 12 months for Company F) from (among other things) offering to acquire or acquiring Paycor, and from taking certain other actions, including soliciting proxies, in each case, without the prior consent of Paycor. The one-way confidentiality agreement permitted each such counterparty to make acquisition proposals at any time following Paycor’s entry into a definitive agreement with a third party providing for a change of control transaction of Paycor. Shortly thereafter, representatives of Company D, Company F and PE Firm B were provided with access to a virtual data room with initial diligence information regarding Paycor.

Also on December 4, 2024, members of Paycor’s senior management provided a management presentation to representatives of Company D.

On December 6, 2024, as directed by the Board, representatives of Goldman Sachs contacted representatives of Company L to inquire about Company L’s interest in a potential acquisition of Paycor. The representatives of Company L confirmed Company L’s potential interest and received a draft confidentiality agreement.

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On December 9, 2024, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. During this meeting, the Board was provided with an update on the discussions to date held with potential bidders regarding a potential acquisition of Paycor, including the meeting held with Company D, ongoing discussions with each of Parent, PE Firm A, PE Firm B and PE Firm D, and an upcoming meeting scheduled with Company F. Members of Paycor’s senior management provided the Board with an overview of Paycor’s long-range plan for fiscal years 2024 through 2034 (the “Financial Forecasts”), which reflected the same information as the Five-Year Plan, but extrapolated for five more years, for use by the Board in evaluating any acquisition proposals. The Board discussed the Financial Forecasts, including the key metrics in the Financial Forecasts, and the assumptions made and the methodology employed in preparing and updating the Financial Forecasts, and unanimously approved the Financial Forecasts for use by Goldman Sachs in its financial analysis and the opinion it may issue (for additional information with respect to the Financial Forecasts, see the section entitled “—Certain Company Financial Forecasts”).

Also on December 9, 2024, Paycor entered into a confidentiality agreement with PE Firm D. The confidentiality agreement included customary nondisclosure and nonuse provisions and a standstill provision that prohibited PE Firm D (for a period of 18 months) from (among other things) offering to acquire or acquiring Paycor, and from taking certain other actions, including soliciting proxies, in each case, without the prior consent of Paycor. The confidentiality agreement permitted PE Firm D to make acquisition proposals at any time after Paycor’s entry into a definitive agreement with a third party providing for a change of control transaction of Paycor. Shortly thereafter, representatives of PE Firm D were provided with access to a virtual data room with initial diligence information regarding Paycor.

Also on December 9, 2024, members of Paycor’s senior management provided a management presentation to representatives of Company F.

On December 9 and 10, 2024, members of Paycor’s senior management held additional due diligence sessions with representatives of Company D.

On December 10, 2024, Messrs. Villar, Gibson, Ante and Schrader and Mses. Geene and Bhandari held a meeting via videoconference to discuss the December Proposal (as defined below). During this meeting, Mr. Gibson requested a response to the December Proposal by December 13, 2024, and reiterated Parent’s desired target announcement date of January 13, 2025, continued interest in a potential transaction with Paycor and made a request for exclusivity.

Later on December 10, 2024, representatives of Parent submitted a non-binding indication of interest to the Board (the “December Proposal”) to acquire all of the outstanding shares of Paycor for a per share price of $21.50 per share, based on an assumed 187 million fully-diluted shares (including existing unvested Company RSUs), representing an approximately 26% premium to Paycor’s 30-day volume weighted average price, and an approximately 45% premium to Paycor’s 90-day volume weighted average price, in each case, as of December 6, 2024. The December Proposal also stated that (i) Parent expected to obtain financing commitments in advance of signing and that no financing contingency would be necessary and (ii) the proposal was conditioned on Paycor and the Majority Stockholder entering into a 30-day exclusivity agreement with Parent. The December Proposal also reiterated Parent’s desire to execute and announce a transaction shortly after its board meeting scheduled for January 10, 2025.

Also on December 10, 2024, representatives of Company F communicated to representatives of Goldman Sachs that Company F was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

Also on December 10, 2024, the Transaction Committee held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance.

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During this meeting, the Transaction Committee was provided with an update on the discussions to date held with potential bidders regarding a potential acquisition of Paycor, including the management meetings held with each of Parent and Company D, and ongoing diligence processes with each of PE Firm A, PE Firm B, PE Firm D and Company L, as well as the terms of the December Proposal. Mr. Villar provided the Transaction Committee with an update on the conversations he held with Mr. Gibson. The Transaction Committee discussed potential responses to Parent, and agreed, subject to the Board’s approval, to share and discuss Paycor’s synergies analyses to date with Parent in order to support a higher offer price from Parent. The Transaction Committee further discussed Parent’s request for exclusivity, and determined, subject to the Board’s approval, that it would be premature to agree to exclusivity at this juncture, given that there were multiple other parties who were still evaluating a potential transaction with Paycor and were expected to provide initial feedback soon.

On December 11, 2024, Paycor and Goldman Sachs entered into a customary financial advisor indemnity letter agreement.

Also on December 11, 2024, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. During this meeting, the Board was provided with an update on the discussions held to date with potential bidders regarding a potential acquisition of Paycor, including the management meetings held with each of Parent and Company D, and ongoing diligence processes with each of PE Firm A, PE Firm B, PE Firm D and Company L, as well as the terms of the December Proposal. Representatives of Goldman Sachs informed the Board that Paycor should expect clarity on whether any bidders (other than Parent) would make an acquisition proposal within the following week. Mr. Villar provided the Board with an update on the conversations he held with Mr. Gibson. Representatives of Goldman Sachs then provided to the Board an overview of Goldman Sachs’ preliminary financial analysis, which was based on the Financial Forecasts previously provided to, reviewed and approved by the Board. The Board discussed with representatives of Goldman Sachs the methodology, key inputs and results of each of the analyses, and that the December Proposal provided sufficient value to Paycor’s stockholders to warrant further engagement with Parent, and that providing Parent with Paycor’s synergies analysis prepared by Paycor’s senior management could potentially support a higher offer price from Parent. The Board then discussed potential responses to the December Proposal, including the fact that Paycor’s synergies analysis (which was prepared by Paycor’s senior management) had not yet been shared with Parent and that significant potential transaction synergies could potentially result in a higher valuation from Parent. The Board also discussed Parent’s request for exclusivity as a condition to further engagement and determined that it would be premature to grant Parent exclusivity, given that there were other parties who were still evaluating a potential transaction with Paycor and were expected to provide initial feedback within the next week. In addition, the Board determined not to grant exclusivity to Parent at the price set forth in the December Proposal given that the December Proposal did not take into account Paycor’s synergies analysis and that Parent had not yet provided any proof of financing or any indication of key terms that would be in a definitive agreement. The Board discussed potential responses to the December Proposal, including whether to provide Parent with any guidance on valuation (and ranges of such valuation), and instructed Mr. Villar to reject the December Proposal, provide Parent with Paycor’s synergies analysis in order to support a higher offer price from Parent and, based on the discussion with representatives of Goldman Sachs and considering the fact that Paycor’s synergies analysis had not been considered by Parent in the December Proposal, provide a counterproposal for $25.00 per share.

On December 12, 2024, members of Paycor’s senior management provided a management presentation to representatives of Company L. Representatives of Company L indicated that they would submit a formal response on December 17, 2024.

Also on December 12, 2024, Mr. Villar relayed the Board-approved message to Mr. Gibson, noting that the Board would not be willing to transact at the value set forth in the December Proposal but that Paycor would be willing to provide its synergies analysis to Parent in order to support a higher offer price of $25.00 per share in cash and declined Parent’s request for exclusivity at this time. Mr. Gibson subsequently responded to Mr. Villar, indicating that Parent had determined not to engage with Paycor unless or until the valuation gap between the

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December Proposal and the Board’s counterproposal was narrowed and Paycor accepted Parent’s request for exclusivity.

Also on December 13, 2024, members of Paycor’s senior management provided a management presentation to representatives of PE Firm B.

Also on December 13, 2024, representatives of Company D communicated to representatives of Goldman Sachs that Company D was not interested in pursuing a potential acquisition of Paycor at this time citing a lack of strategic fit between the companies.

On December 16, 2024, representatives of each of PE Firm A and PE Firm B communicated to representatives of Goldman Sachs that each of PE Firm A and PE Firm B, respectively, would not be able to submit an offer to Paycor providing for a meaningful premium to Paycor’s stock price.

On December 17, 2024, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. During this meeting, the Board was provided with an update on the communications from Parent, as well as from each of Company D, PE Firm A and PE Firm B, which indicated that each such counterparty was not interested in pursuing an acquisition of Paycor. Representatives of Goldman Sachs also noted their belief that Company L and PE Firm D would determine not to pursue a potential transaction with Paycor given their level of engagement to date. The representatives of Goldman Sachs also noted for the Board that Goldman Sachs had contacted approximately 17 potential counterparties (excluding Parent, and comprising both strategic and financial sponsor counterparties) and that no interested counterparties had emerged as part of this process, nor, in their view, would there be an interested counterparty in the near future. The Board then discussed interactions with Parent related to the December Proposal and Paycor’s counterproposal thereto. During such discussion, representatives of Goldman Sachs noted that, based on discussions with J.P. Morgan, Parent remained interested in a potential transaction with Paycor subject to closing the valuation gap between Paycor and Parent and exclusivity. The representatives of Goldman Sachs and the Board discussed the potential for narrowing the valuation gap and estimates of the price per share Parent may be willing to pay. The Board discussed Paycor’s potential counterproposal to Parent, including whether to grant Parent’s previous request for exclusivity, whether Paycor would be permitted to evaluate higher inbound offers from other counterparties during or after the exclusivity period and other process considerations. The Board discussed with representatives of Kirkland granting exclusivity and the Board’s fiduciary duties. The Board discussed the likelihood of Parent continuing to engage without exclusivity, which representatives of Goldman Sachs and Paycor’s senior management indicated would be unlikely. The Board determined that Paycor should provide Parent with a counterproposal of $23.00 per share, which represented a 13% premium to Paycor’s then-current stock price and implied an enterprise valuation of approximately $4.2 billion, and agree to exclusivity at such price until January 3, 2025, and that such date could help minimize leak risk and management distraction. The Board requested that Mr. Wright relay such counterproposal to Parent, including indicating that the Board would be supportive of a transaction with Parent at a price of $23.00 per share.

Also on December 17, 2024, representatives of Company L relayed formal feedback to representatives of Goldman Sachs that Company L was not interested in pursuing a potential acquisition of Paycor at this time.

On December 18, 2024, Messrs. Wright and Gibson held a telephonic meeting, during which Mr. Wright relayed the Board-approved message to Mr. Gibson, and proposed a revised counterproposal of $23.00 per share in cash. During this meeting, Mr. Gibson noted that Parent would not be able to increase its offer beyond $22.00 per share without the approval of the Parent Board.

On December 19, 2024, Messrs. Wright and Gibson held a telephonic meeting, during which Mr. Gibson relayed to Mr. Wright Parent’s counter to the Board’s counterproposal with a price of $22.50 per share in cash, and noted that it was Parent’s “best and final” price and remained subject to entering into exclusivity and the

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approval of the Parent Board (the “Final Proposal”). Mr. Gibson also indicated that Parent would make every effort to convene the Parent Board by January 3, 2025 to consider the proposed acquisition and that Parent had completed all value-related diligence and would be able to complete its confirmatory diligence within two weeks. At the end of the call, Mr. Wright relayed to Mr. Gibson his belief that Paycor may be unwilling to enter into a transaction at a price of $22.50.

On December 20, 2024, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. During this meeting, Mr. Wright provided the Board with an update on his recent conversations with Mr. Gibson. The Board then discussed the Final Proposal, which represented a 14% premium to Paycor’s current stock price and implied an enterprise valuation of approximately $4.1 billion. Mr. Wright stated his belief that Parent provided its best and final price and reflected a substantial increase from the November Proposal. Representatives of Goldman Sachs then provided to the Board an overview of Goldman Sachs’ preliminary financial analysis of the Final Proposal, and discussed with the Board the comprehensive market check comprising both strategic and financial sponsor counterparties and that all such counterparties had declined, or would decline, to pursue a transaction with Paycor at this time. The Board discussed the risks and benefits relating to Paycor’s standalone plan in comparison to a transaction with Parent, with the Board agreeing that Parent would be a strong counterparty in a strategic transaction, as the two companies’ businesses were complementary, which would drive value and synergies. The Board also noted that there was substantial business strategy execution risk and volatility in the human capital management industry over the next 12 to 24 months and that a transaction with Parent would help mitigate this risk. Representatives of Kirkland then discussed considerations relating to conditionality and closing certainty in a transaction with Parent. At the conclusion of the meeting, the Board determined that it was supportive of a transaction with Parent at $22.50 per share, and instructed representatives of Kirkland to negotiate an exclusivity agreement with representatives of Davis Polk & Wardwell LLP (“Davis Polk”), Parent’s outside legal advisor. In light of the Board’s agreement to exclusivity with Parent and the belief that PE Firm D would determine not to pursue a potential transaction with Paycor given their level of engagement to date, the Board instructed Goldman Sachs to cancel an upcoming management meeting with PE Firm D.

Later on December 20, 2024, Mr. Gibson delivered the Final Proposal to Mr. Wright in writing. Also on December 20, 2024, Parent sent to Mr. Wright a draft exclusivity agreement providing for an exclusivity period ending on the later of January 3, 2025 and such date, as any, as Paycor notified Parent in writing that it was terminating discussions with Parent.

Later on December 20, 2024, representatives of Goldman Sachs sent to representatives of J.P. Morgan a revised draft of the exclusivity agreement, which included a termination right by Paycor if Parent proposed a reduced price for the potential transaction. Separately, representatives of Goldman Sachs relayed to representatives of PE Firm D the Board-approved request to cancel the upcoming management meeting.

On December 23, 2024, the parties finalized and executed the exclusivity agreement, which included an exclusivity period ending on the later of January 6, 2025 and such date, as any, as Paycor notified Parent in writing that it was terminating discussions with Parent. Also on December 23, 2024, representatives of Kirkland sent a draft clean team agreement to representatives of Davis Polk, following which the parties executed such clean team agreement on December 27, 2024 and certain representatives of Parent were provided access to a clean room in the virtual data room containing certain competitively sensitive information.

Between December 24, 2024 and December 27, 2024, members of Paycor’s senior management held due diligence sessions with members of Parent’s senior management, together with each party’s respective advisors.

On December 26, 2024, the Transaction Committee and the Compensation Committee of the Board held a joint special meeting via videoconference, with members of Paycor’s senior management and representatives of Kirkland in attendance. The committees discussed considerations relating to Section 280G of the Internal

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Revenue Code in connection with the potential acquisition by Parent, and potential mitigation strategies, and instructed Paycor’s senior management to take the necessary steps to implement such mitigation strategies.

On December 28, 2024, representatives of Davis Polk delivered a draft of the Merger Agreement to representatives of Kirkland. Key terms of the initial draft of the Merger Agreement included, among other things, no fiduciary exception for the Board to explore qualifying unsolicited proposals, a 6-month outside date, the delivery of a written consent approving the transaction by the Majority Stockholder no later than one hour from the execution of the Merger Agreement, an anti-“hell or high water” antitrust efforts standard, the rollover of certain equity awards into Parent equity awards and a request for certain Paycor executives to execute employment offer letters. The draft also requested that an affiliate of the Majority Stockholder agree to certain restrictive covenants.

On December 29, 2024, Goldman Sachs submitted a relationship disclosure letter to the Board.

Later on December 29, 2024, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. The Board reviewed Goldman Sachs’ relationship disclosure letter and the complete relationship disclosure provided orally by representatives of Kirkland to the Board, and concluded that none of the information provided in these disclosures raised any concerns regarding each of Goldman Sachs’ and Kirkland’s ability to advise the Board. Representatives of Kirkland noted that each member of the Board previously confirmed that they were not aware of any potential conflicts involving Parent. Representatives of Kirkland then discussed certain terms of the draft Merger Agreement received from Davis Polk, which included, among other things, no fiduciary exception for the Board to explore qualifying unsolicited proposals, a 6-month outside date, the delivery of a written consent approving the transaction by the Majority Stockholder no later than one hour from the execution of the Merger Agreement, an anti-“hell or high water” antitrust efforts standard, the rollover of certain equity awards into Parent equity awards, a request for certain Paycor executives to execute employment offer letters and a request for an affiliate of the Majority Stockholder to agree to certain restrictive covenants. The Board discussed such terms with representatives of Kirkland, and agreed that while certain of these terms might be agreeable in the final draft, such terms should be generally rejected in the subsequent draft of the Merger Agreement, and instructed representatives of Kirkland accordingly.

On December 30, 2024, representatives of Kirkland and Davis Polk held a call to discuss the terms of the transaction documents, including Paycor’s positions with respect to the Board’s fiduciary exception, the outside date, the antitrust efforts standard and the treatment of equity awards. Such Kirkland representatives subsequently relayed a summary of the discussion to the Transaction Committee and Paycor’s senior management.

On December 31, 2024, representatives of Kirkland delivered a revised draft of the Merger Agreement and Company disclosure schedules, together with a draft of the written consent of the Majority Stockholder, to representatives of Davis Polk. Key terms of the draft Merger Agreement included, among other things, the cash-out of all outstanding equity awards, a customary 30 day “no-shop” provision with a Company termination fee equal to 3.0% of Paycor’s fully diluted equity value based on the $22.50 per share price, a 12-month outside date, an anti-“hell or high water” antitrust efforts standard with best efforts to obtain substantial compliance with any second request within 9 months after signing and a rejection of any restrictive covenants.

On January 3, 2025, representatives of Davis Polk delivered a revised draft of the Merger Agreement, the Paycor disclosure schedules and the written consent of the Majority Stockholder to representatives of Kirkland. Key terms of the draft Merger Agreement included, among other things, no fiduciary exception for the Board to explore qualifying unsolicited proposals (and no Company termination fee), a 9-month outside date, the delivery of a written consent approving the transaction by the Majority Stockholder no later than one hour from the execution of the Merger Agreement, restrictions on closing during certain blackout periods, deletion of the efforts to obtain substantial compliance with any second request by a date certain, the rollover of certain

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Company equity awards into Parent equity awards and a request for an affiliate of the Majority Stockholder to agree to certain restrictive covenants. In addition, Parent indicated that it would seek to extend employment offers to Messrs. Ante and Bergstrom, each contingent on the closing of the transaction and with offer letters to be executed by such individuals concurrently with the Merger Agreement.

On January 4, 2025, representatives of Kirkland and Davis Polk held a call to discuss the terms of the transaction documents, including Paycor’s positions with respect to the remaining open points of the Merger Agreement. The representatives of Kirkland subsequently conveyed a summary of the discussion to the Transaction Committee and Paycor’s senior management.

Later on January 4, 2025, representatives of Kirkland delivered a revised draft of the Merger Agreement and other transaction documents to representatives of Davis Polk.

On January 5, 2025, Paycor and Goldman Sachs executed an engagement letter.

Also on January 5, 2025, Bloomberg reported that Paycor was exploring a potential sale to Parent.

Also on January 5, 2025, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. During this meeting, representatives of Goldman Sachs noted that the potential transaction with Parent had leaked and discussed the parties’ desire to swiftly execute the transaction. Representatives of Kirkland described certain open terms in the Merger Agreement and other transaction documents, relating to (i) treatment of incentive equity, (ii) closing timing (for which Parent proposed to restrict closing either during certain specified blackout periods or before an inside date of April 30, 2025), (iii) the terms of the restrictive covenants applicable to the affiliate of the Majority Stockholder and (iv) antitrust efforts, which remained substantially similar to Parent’s original positions in its initial draft, and noted Davis Polk’s view that Parent was highly unlikely to accept any compromise positions on the remaining open points. The Board discussed these positions, and it was the consensus of the Board to accept Parent’s positions on incentive equity and antitrust efforts in light of Parent’s messaging to date and the value to Paycor’s stockholders and certainty of closing contemplated by Parent’s proposal, but to reject Parent’s proposal to restrict closing during certain specified blackout periods or before an April 30, 2025 inside date. In addition, the Board authorized Messrs. Ante and Bergstrom to engage with Parent and negotiate and finalize the terms of their employment offer letters with Parent. Representatives of the affiliate of the Majority Stockholder also authorized representatives of Kirkland to negotiate and finalize the agreement containing restrictive covenants applicable to the affiliate of the Majority Stockholder (the “Restrictive Covenant Agreement”).

Between January 5, 2025 and the morning of January 7, 2025, representatives of Kirkland and Davis Polk, and representatives of Paycor’s and Parent’s senior management, held numerous calls to discuss the remaining open terms of the transaction documents, and exchanged revised drafts of the Merger Agreement, the Paycor disclosure schedules, the Restrictive Covenant Agreement and other transaction documents.

Also on January 5, 2025, representatives of Parent contacted each of Messrs. Ante, Bergstrom and Villar to discuss the proposed employment offers and to verbally convey Parent’s compensation proposal. Between January 5, 2025 and the morning of January 7, 2025, representatives of Parent and Messrs. Ante, Bergstrom and Villar, including their counsel at Vedder Price P.C., held numerous calls and exchanged drafts of the employment offer letters.

On January 6, 2025, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. Members of management and representatives of Goldman Sachs and Kirkland updated the Board with respect to the negotiations that had occurred over the past week. Representatives of Goldman Sachs reviewed their preliminary financial analysis with the Board (which were based on the Financial Forecasts, as more fully described in the section entitled “—Certain Company Financial Forecasts”). Representatives of Kirkland discussed with the Board its fiduciary

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duties under Delaware law in connection with the potential transaction, and summarized the terms of the draft Merger Agreement, including with respect to Parent’s newly proposed inside date of April 15, 2025, which the Board determined to accept. Representatives of Kirkland and Paycor’s senior management also discussed the employment offer letters of Messrs. Ante, Bergstrom and Villar with the Board, indicating that such letters were in near final form. The Board then instructed representatives of Kirkland to work with representatives of Davis Polk to finalize the transaction documents reflecting the positions discussed.

On January 7, 2025, the Board held a special meeting via videoconference, with members of Paycor’s senior management and representatives of Goldman Sachs and Kirkland in attendance. Representatives of Goldman Sachs delivered to the Board Goldman Sachs’ financial analysis, which was substantially the same as the preliminary financial analysis presented to the Board during its January 6, 2025 meeting, and rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated January 7, 2025, to the effect that, as of January 7, 2025, and based upon and subject to the factors and assumptions set forth in the written opinion, the $22.50 in cash per share of Company Stock to be paid to the holders (other than Parent and its affiliates) of shares of Company Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders. Goldman Sachs’ opinion is more fully described in the section entitled “—Opinion of Goldman Sachs.” Following discussion and consideration of the Merger Agreement and the other transactions contemplated by the Merger Agreement (including the factors described in the section entitled “—Reasons for the Merger; Recommendation of the Board”), the members of the Board unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby were fair to and in the best interests of Paycor’s stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby and (iii) resolved, subject to Section 6.03 of the Merger Agreement, to recommend approval and adoption of the Merger Agreement by Paycor’s stockholders. Further, the members of the Board reviewed and approved the other transaction documents to be delivered in connection with the Merger Agreement.

Shortly thereafter, on January 7, 2025, Paycor and Parent executed the Merger Agreement and delivered the final transaction documents. Shortly after the execution of the Merger Agreement, the Majority Stockholder delivered the written consent and Parent and an affiliate of the Majority Stockholder executed the Restrictive Covenant Agreement. Parent then issued a press release announcing the parties’ entry into the Merger Agreement before the opening of the U.S. stock exchanges on January 7, 2025.

Recommendation of the Board; Reasons for the Merger

After careful consideration, the Board unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby were fair to and in the best interests of Paycor’s stockholders, (2) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby and (3) resolved, subject to Section 6.03 of the Merger Agreement, to recommend approval and adoption of the Merger Agreement by Paycor’s stockholders.

In the course of the Board making such determinations, the Board consulted with Paycor’s senior management, as well as Paycor’s legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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In the course of its deliberations, the Board also considered and balanced against the potentially positive reasons, a number of uncertainties, risks and other potentially negative factors, including, among other things, the following (which factors are not intended to be exhaustive and not necessarily presented in order of relative importance):

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After taking into account all of 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 Agreement and the transactions contemplated thereby were outweighed by the positive factors and potential benefits associated with the Merger Agreement and the transactions contemplated thereby that supported its determination and recommendation. Accordingly, the Board unanimously determined that it was fair to, and in the best interests of Paycor and its stockholders to enter into the Merger Agreement.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but is meant to include material factors considered by the Board. The Board collectively reached the conclusion to approve the Merger Agreement in light of the various factors described above and other factors that the members of the Board believed were appropriate. 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 personal 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. The Board based its recommendation on the totality of the information available to it, including discussions with Paycor’s senior management and outside legal and financial advisors. It should be noted that 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 the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page  17.

Required Stockholder Approval for the Merger

Under Delaware law and Paycor’s Charter, the adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent of stockholders of Paycor holding in the aggregate at least a majority of the voting power of the outstanding shares of Company Stock entitled to vote thereon. Holders of Company Stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On January 7, 2025, immediately following the execution of the Merger Agreement, the Majority Stockholder, which on January 7, 2025 beneficially owned 96,140,927 shares of Company Stock representing approximately 53.36% of the aggregate voting power of the then issued and outstanding shares of Company Stock, delivered the Written Consent to the Company, a copy of which was provided to Parent in accordance with the terms of the Merger Agreement. As a result, no further action by any stockholder of Paycor is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and Paycor will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a stockholders’ meeting for purposes of

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voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. No action by the stockholders of Parent is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 228 of the DGCL. This information statement and the notice attached hereto constitute notice to you from Paycor of the Written Consent as required by Delaware law.

Opinion of Goldman Sachs

At a meeting of the Board, Goldman Sachs rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion, to the Board that, as of January 7, 2025 and based upon and subject to the factors and assumptions set forth therein, the $22.50 in cash per share of Company Stock to be paid to the holders (other than Parent and its affiliates) of Company Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated January 7, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with Goldman Sachs’ opinion, is attached as Annex B to this information statement. The summary of Goldman Sachs’ opinion contained in this information statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Company Stock should vote with respect to the Merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Paycor regarding their assessment of the past and current business operations, financial condition and future prospects of Paycor; reviewed the reported price and trading activity for the Company Stock; compared certain financial and stock market information for Paycor with similar information for certain other companies, the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the technology, media and telecommunications industry; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

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For purposes of rendering its opinion, Goldman Sachs, with the consent of the Board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Paycor’s consent that the Financial Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Paycor. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Paycor or any of its subsidiaries and was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs assumed that the Merger would be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition, the effect of which would be in any way meaningful to Goldman Sachs’ analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Paycor to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Paycor; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Company Stock, as of January 7, 2025, of the $22.50 in cash per share of Company Stock to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs did not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Paycor; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Paycor, or class of such persons, in connection with the Merger, whether relative to the $22.50 in cash per share of Company Stock to be paid to the holders (other than Parent and its affiliates) of Company Stock pursuant to the Merger Agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which the Company Stock would trade at any time or, as to the potential effects of volatility in the credit, financial and stock markets on Paycor, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of Paycor or Parent or the ability of Paycor or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 3, 2025, the last trading day before media reports regarding a potential merger of Paycor and Parent, and is not necessarily indicative of current market conditions.

Illustrative Discounted Cash Flow Analysis

Using the Financial Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Paycor to derive a range of illustrative equity values per share of Company Stock. Using the mid-year convention

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for discounting cash flows and discount rates ranging from 11.0% to 13.0%, reflecting estimates of Paycor’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2024 (i) estimates of unlevered free cash flow for Paycor for the period from the second quarter of Paycor’s fiscal year 2025 through Paycor’s fiscal year 2034 as reflected in the Financial Forecasts and (ii) a range of illustrative terminal values for Paycor, which were calculated by applying perpetuity growth rates ranging from 3.0% to 4.0%, to a terminal year estimate of the unlevered free cash flow to be generated by Paycor, as reflected in the Financial Forecasts. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Financial Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”).

Goldman Sachs derived ranges of illustrative enterprise values for Paycor by adding the ranges of present values it derived above. Goldman Sachs then added to the range of illustrative enterprise values it derived for Paycor the amount of Paycor’s cash and cash equivalents, as provided by and approved for Goldman Sachs’ use by Paycor, to derive a range of illustrative equity values for Paycor. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Paycor, as provided by and approved for Goldman Sachs’ use by Paycor, using the treasury stock method, to derive a range of illustrative equity values per share of Company Stock ranging from $18.18 to $26.50.

Illustrative Present Value of Future Share Price Analysis

Using the Financial Forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company Stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for Paycor as of June 30 for each of the fiscal years 2025 through 2028, by applying a range of multiples of illustrative enterprise value (“EV”) to next-twelve-month (“NTM”) revenue (“EV/NTM Revenue”) of 4.0x to 5.0x to estimates of Paycor’s revenue for each of the fiscal years 2025 through 2028. This illustrative range of EV/NTM Revenue multiples was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM Revenue multiples for Paycor and current and historical EV/NTM Revenue multiples for certain publicly traded companies, as described below in the section entitled “—Selected Publicly Traded Companies Multiples.”

Goldman Sachs then added the amount of Paycor’s cash and cash equivalents for each of the fiscal years 2025 to 2028, each as provided by and approved for Goldman Sachs’ use by Paycor, from the respective implied enterprise values in order to derive a range of illustrative equity values for Paycor as of June 30 of each of the fiscal years 2025 to 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Company Stock for each of fiscal years 2025 to 2028, calculated using information provided by and approved for Goldman Sachs’ use by Paycor, to derive a range of implied future values per share of Company Stock. Goldman Sachs then discounted these implied future equity values per share of Company Stock to September 30, 2024, using an illustrative discount rate of 11.9%, reflecting an estimate of Paycor’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM. This analysis resulted in a range of implied equity values of $17.88 to $24.31 per share of Company Stock.

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Selected Precedent Transactions Premia Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced since January 5, 2020 involving a public company in the technology industry based in the United States as the target where the disclosed enterprise values for the transaction were more than $1 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in the transactions relative to (i) the target’s last undisturbed closing stock price prior to announcement of the transaction and (ii) the target’s highest undisturbed closing stock price during the 52-week period prior to announcement of the transaction. The following table presents the results of this analysis:

Based on Goldman Sachs’ review of the foregoing data and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 23% to 47% to the undisturbed closing price per share of Company Stock of $18.54 as of January 3, 2025, and a reference range of illustrative premiums of negative 16% to 13% to the undisturbed 52-week-high closing price per share of Company Stock of $21.38 as of February 27, 2024. This analysis resulted in the following ranges of implied equity values per share of Company Stock:

Selected Publicly Traded Companies Multiples

Goldman Sachs reviewed and compared certain financial information for Paycor to corresponding financial information and valuation multiples for the following publicly traded corporations in the technology industry, which are referred to in this section as the “Selected Companies”:

Although none of the Selected Companies is directly comparable to Paycor, the Selected Companies included were chosen because they are publicly traded companies in the technology industry with operations that, for purposes of analysis, may be considered similar to certain operations of Paycor.

For each of Paycor and the Selected Companies, Goldman Sachs calculated and compared, based on publicly available information and information obtained from FactSet:

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The results of these calculations are summarized below:

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Paycor or Parent or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Company Stock, as of January 7, 2025, of the $22.50 in cash per share of Company Stock to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Paycor, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The Merger Consideration was determined through arms’-length negotiations between Paycor and Parent and was approved by the Board. Goldman Sachs provided advice to Paycor during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Paycor or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this information statement.

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Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending, and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Paycor, Parent, any of their respective affiliates and third parties, including Apax Partners L.L.P. (“Apax”), an affiliate of the Majority Stockholder, and B. Thomas Golisano (“Mr. Golisano”), a significant stockholder of Parent, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to Paycor in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the Merger Agreement. During the two-year period ended January 7, 2025, Goldman Sachs Investment Banking has not been engaged by Paycor, Parent, Mr. Golisano or their respective affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Apax and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the public offering of shares of Genius Sports Limited by an affiliate of investment funds advised by Apax in September 2023; as bookrunner with respect to public offerings of shares of Paycor by affiliates of investment funds advised by Apax in March 2024; as financial advisor to Apax with respect to the acquisition of Thoughtworks Holding, Inc. in November 2024; and as financial advisor to AssuredPartners, a portfolio company of Apax, in its sale to Arthur J. Gallagher & Co., announced in December 2024. During the two-year period ended January 7, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Apax and/or its affiliates of approximately $32 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Paycor, Parent, Apax, Mr. Golisano and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Apax and its affiliates from time to time and may have invested in limited partnership units of affiliates of Apax from time to time and may do so in the future.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated January 5, 2025, Paycor engaged Goldman Sachs to act as its financial advisor in connection with the contemplated Merger. The engagement letter between Paycor and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $45 million, all of which is contingent upon consummation of the Merger. In addition, Paycor has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Company Financial Forecasts

Paycor does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

Paycor is especially wary of making financial forecasts for extended earnings periods because of the unpredictability of the underlying assumptions and estimates and does not prepare ten-year forecasts of the type described below in the ordinary course of business. However, in connection with the process leading up to the proposed Merger, Paycor’s management developed certain financial forecasts with respect to fiscal years 2025 through 2034 (the “Financial Forecasts”). Paycor’s management provided the Financial Forecasts to the Board in

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connection with the Board’s evaluation of the proposed Merger, and, additionally, to Goldman Sachs for its use and reliance in connection with its financial analyses and opinion (as described in the section entitled “—Opinion of Goldman Sachs” beginning on page 39).

The Financial Forecasts included in this information statement are subjective in many respects and were not prepared with a view to public disclosure. The Financial Forecasts were not prepared with a view toward public disclosure and are included in this information statement only because such information was made available to the Board and to Goldman Sachs as described herein. The Financial Forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Financial Forecasts do not take into account any circumstances or events occurring after the date they were made available to the Board, including the Merger. The Financial Forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this summary of the Financial Forecasts is presented with numerical specificity, the Financial Forecasts reflect numerous variables, assumptions and estimates as to future events made by Paycor’s management that Paycor’s management believed were reasonable at the time the Financial Forecasts were made available to the Board, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain, and many are beyond the control of Paycor’s management. Because the Financial Forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Financial Forecasts reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Paycor’s business, all of which are difficult to predict and many of which are beyond Paycor’s control. As a result, the Financial Forecasts may not be realized and actual results may be significantly higher or lower than projected. The Financial Forecasts are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the Financial Forecasts constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in Paycor’s Annual Report on Form 10-K for the year ended June 30, 2024, Paycor’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and the other reports filed by Paycor with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this information statement. Neither Paycor’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The inclusion of this information should not be regarded as an indication that the Board, Paycor’s management, Goldman Sachs, Parent, Parent’s representatives and affiliates or any other recipient of this information considered, or now considers, the Financial Forecasts to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, Paycor does not intend, and expressly disclaims any responsibility, to update or otherwise revise the Financial Forecasts to reflect circumstances existing after the date as of which such Financial Forecasts were made available to the Board or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying such Financial Forecasts are shown to be in error.

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The following table presents a summary of the Financial Forecasts.

Certain of the measures included in the Financial Forecasts may be considered non-GAAP financial measures, including Adjusted EBITDA, Adjusted Operating Income, Unlevered Free Cash Flow (Unburdened by SBC) and Unlevered Free Cash Flow (Burdened by SBC). 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 Paycor may not be comparable to similarly titled amounts used by other companies. Paycor has not prepared, and the Board has not considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

Financing

In connection with, and concurrently with the entry into the Merger Agreement, Parent entered into the Commitment Letter with J.P. Morgan, pursuant to which J.P. Morgan has committed, subject to customary conditions, to provide Parent with 100% of the loans to be used as financing for the Merger under the Bridge Loan Facility. The Bridge Loan Facility will be reduced by an equivalent amount of the net cash proceeds of the issuance by Parent of debt, equity or equity-linked securities in a public offering or private placement or the

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disposition of assets prior to the consummation of the Merger and the transactions contemplated by the Merger Agreement and upon other specified events, subject to certain exceptions set forth in the Commitment Letter. The funding of the Bridge Loan Facility is subject to the satisfaction of certain customary conditions. Parent currently intends, subject to market condition, to raise debt financing in order to avoid needing to draw on the Bridge Loan Facility.

Parent and Merger Sub acknowledged and agreed that its obligation to consummate the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein are not conditioned upon the availability or consummation of the Debt Financing (as defined in the section entitled “The Merger Agreement—Financing Cooperation”) or any other debt financing, the availability of any alternate debt financing, the availability of any equity financing or receipt of the proceeds therefrom.

Interests of Our Directors and Executive Officers in the Merger

You should be aware that Paycor’s non-employee directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Paycor’s stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below. For purposes of the discussion below, Paycor’s executive officers are Raul Villar, Jr. (Chief Executive Officer), Adam Ante (Chief Financial Officer), Ryan Bergstrom (Chief Product & Technology Officer), Alice Geene (Chief Legal Officer and Secretary) and Charles Mueller (Chief Revenue Officer), and Paycor’s non-employee directors are Dru Armstrong, Whitney Bouck, Kathleen Burke, Steven Collins, Scott Miller, Jeremy Rishel and Jason Wright.

Treatment of Paycor Equity Awards and the Paycor ESPP in the Merger

Company Stock Options, Company RSUs, Company PSUs and Company Restricted Stock Awards

At or immediately prior to the Effective Time, each Company Stock Option granted and outstanding under the Company 2021 Plan, whether or not excisable or vested, will be canceled, and Paycor will pay each such holder at or promptly after the Effective Time for each such Company Stock Option surrendered an amount in cash equal to (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Stock Option, multiplied by (ii) the number of shares of Company Stock such holder could have purchased (assuming full vesting of all Company Stock Options) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time, less any applicable withholding taxes.

Each Company Stock Option that is outstanding as of immediately prior to the Effective Time with an exercise price that is equal to or greater than the Merger Consideration will be canceled at the Effective Time without any consideration to the holder thereof.

At or immediately prior to the Effective Time, each Company RSU, to the extent subject to service-based vesting conditions, that is held by an employee of Paycor whose position is at or above the level of “Director” will be canceled and exchanged as of the Closing for a number of Parent RSUs, subject to the same terms and conditions as were applicable to such Company RSU immediately prior to the Effective Time, equal to the number of Company RSUs subject to such award multiplied by the quotient of (i) the Merger Consideration divided by (ii) the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

At or immediately prior to the Effective Time, each Company RSU held by other participants who are not non-employee members of the Board (including each Company Serbia Phantom Award, without regard to such participant’s level) will be canceled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in restricted cash equal to (i) the Merger Consideration, multiplied by (ii) the number of Company RSUs subject to such award, subject to the same terms and conditions as were applicable to such Company RSU immediately prior to the Effective Time.

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At or immediately prior to the Effective Time, each Company RSU held by a non-employee member of the Board will fully vest and be canceled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in cash equal to (i) the Merger Consideration, multiplied by (ii) the number of Company RSUs subject to such award.

At or immediately prior to the Effective Time, each Company PSU, will be canceled and exchanged for a number of Parent RSUs, subject to the same terms and conditions as were applicable to such Company PSU immediately prior to the Effective Time, equal to the number of Company PSUs underlying such award (determined based on the actual level of performance as of the Effective Time) multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

At or immediately prior to the Effective Time, each Company Restricted Stock Award will be canceled and exchanged as of the Closing for a number of restricted stock awards in Parent, subject to the same terms and conditions as were applicable to such Company Restricted Stock Award immediately prior to the Effective Time, equal to the number of shares subject to such Company Restricted Stock Award multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

For a description of the treatment of outstanding equity awards held by Paycor’s named executive officers, see the section entitled “—Paycor Executive Change in Control Severance Plan” below and, for an estimate of the amounts that would be payable to each of Paycor’s named executive officers, see the section entitled “—Quantification of Potential Payments and Benefits to Paycor’s Named Executive Officers in Connection with the Merger” below.

Paycor ESPP

At or immediately prior to the Effective Time, Paycor will ensure that (i) the Paycor ESPP will be frozen and suspended at the end of the “offering period” that is in progress as of the date of the Merger Agreement with no new offering periods thereafter, (ii) no new participants in the Paycor ESPP are permitted as of the date of the Merger Agreement and no then-current participants will be permitted to increase their payroll deductions or rate of contributions thereunder, (iii) effective as of immediately prior to the Effective Time, any then outstanding “offering period” will be accelerated to no later than the fifth business day prior to the Closing, (iv) each purchase right under any outstanding offering period as of the date of the Merger Agreement will be fully exercised on the earlier of (x) the scheduled purchase date for such offering period and (y) such accelerated exercise date, if applicable, (v) thereafter, any remaining participant payroll deductions not applied to the purchase of shares will be returned to the participant without interest prior to the Effective Time, and (vi) the Paycor ESPP will terminate prior to, and contingent upon, the Effective Time.

Paycor Executive Change in Control Severance Plan

Each of our executive officers participates in our Executive Change in Control Severance Plan (the “CIC Severance Plan”), under which, in the event the executive officer undergoes a “termination for good reason” or a “termination of employment” other than a “termination for cause” or due to “disability” (each, as defined in the CIC Severance Plan), in either case, within three months prior to or 12 months following a Change in Control (as defined in the Company 2021 Plan), including the Merger (a “CIC Termination”), the executive officer will be entitled to receive, in lieu of any severance entitlements under the executive officer’s employment agreement or other plan or agreement, the following:

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The severance payments and benefits are conditioned upon the executive officer’s timely execution and non-revocation of a general release of claims in favor of Paycor and its affiliates and continued compliance with applicable restrictive covenants, including perpetual confidentiality and non-disparagement and non-competition and non-solicitation of employees, representatives, officers or directors or customers or potential customers during the employment term and for 12 months thereafter. The severance payments and benefits set forth in the CIC Severance Plan are considered to be “double-trigger” arrangements (i.e., amounts triggered by a Change in Control for which payment is conditioned upon the executive officer’s CIC Termination).

In addition, pursuant to the CIC Severance Plan, any payments or benefits payable to the executive officer will be reduced to the extent that such payments or benefits would result in the imposition of excise taxes under Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “Code”), unless the executive officer would be better off on an after-tax basis receiving all such payments or benefits.

For an estimate of the amounts that would be payable to each of Paycor’s named executive officers pursuant to the CIC Severance Plan, see the section entitled “—Quantification of Potential Payments and Benefits to Paycor’s Named Executive Officers in Connection with the Merger” below.

Transaction Bonuses

Pursuant to the terms of the Merger Agreement, Paycor has established a cash-based transaction bonus program to incentivize efforts to consummate the Merger. Transaction bonuses awarded pursuant to the program will fully vest and become payable upon the Effective Time, subject to the recipient’s continued employment or service through the Effective Time or upon an earlier termination of employment by Paycor without “cause” (as defined in the Company 2021 Plan) (including due to death or disability). The only executive officers eligible to participate and receive an award under this program are Messrs. Ante and Bergstrom, who each received a transaction bonus award in the amount of $250,000 subject to the foregoing vesting and payment terms.

Non-Employee Director Compensation

Pursuant to the terms of the Merger Agreement, Paycor may pay its non-employee directors their cash retainers in the ordinary course of business consistent with past practice. If the Closing has not occurred by October 1, 2025, Paycor may grant annual equity awards to its non-employee directors in the ordinary course of business consistent with past practice, which equity awards, upon Closing, shall be subject to the treatment of Company RSUs held by the non-employee directors of Paycor described above.

Other Interests

As of the date of this information statement, none of our directors or executive officers has entered into any agreement, arrangement or understanding with Parent regarding employment or service with, or compensation following the Merger to be paid by, Parent, except that Mr. Villar entered into a consulting agreement with Parent (the “Consulting Agreement”) and Messrs. Ante and Bergstrom entered into customary “at-will” employment offer letters with Parent (the “Offer Letters”), each of which will become effective upon consummation of the Merger and are described below.

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The Consulting Agreement and Offer Letters provide that, upon and subject to the Closing, Mr. Villar will become an advisor to Parent, Mr. Ante will become Senior Vice President, Paycor and Member of the Paychex Executive Committee and Mr. Bergstrom will become Chief Product Officer and Member of the Paychex Executive Committee.

In respect of their future services to Parent, the Consulting Agreement provides Mr. Villar with compensation of $200,000 annually for a three-year initial term commencing at the Closing, and the Offer Letters provide for an initial total annual compensation opportunity (i.e., base salary, target annual bonus opportunity and target long term incentive opportunity) of approximately $3,000,000 for Mr. Ante and approximately $2,950,000 for Mr. Bergstrom, plus a special equity grant under a three-year performance share plan with a total grant date value of no less than $3,500,000 for Mr. Ante and $2,500,000 for Mr. Bergstrom. The Offer Letters provide for at-will employment and do not guarantee any amount of compensation or continued or initial employment with Parent.

Subject to their respective commencement of engagement or employment with Parent, as applicable, Mr. Villar will be bound by certain restrictive covenants during the term of the Consulting Agreement and Messrs. Ante and Bergstrom will each be bound by certain restrictive covenants lasting 24 months following termination of employment with Parent.

For a description of certain covenants relating to continuing employee matters set forth in the Merger Agreement, see the section entitled “The Merger Agreement—Continuing Employee Matters” beginning on page 71.

Paycor may engage an expert to perform calculations regarding Sections 280G and 4999 of the Code and, in consultation with Parent, in good faith, implement certain tax planning actions to the extent they may reasonably mitigate any adverse tax consequences under Section 280G or 4999 of the Code that could arise in connection with the transactions contemplated by the Merger Agreement.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the Merger Agreement, directors and officers of Paycor will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 70.

Quantification of Potential Payments and Benefits to Paycor’s Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of Paycor’s named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to Paycor’s named executive officers.

The table below sets forth, for purposes of this golden parachute compensation disclosure, the potential amount of payments and benefits (on a pre-tax basis) that each of Paycor’s named executive officers would receive, assuming (i) the Closing had occurred on January 29, 2025 (which is the assumed Closing date solely for purposes of this golden parachute compensation disclosure), (ii) each of the named executive officers experienced a CIC Termination on such date, (iii) the named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of the date of this filing, (iv) Company Stock Options, Company RSUs, Company PSUs and Company Restricted Stock Awards held by the named executive officers that are outstanding as of the date hereof do not otherwise vest prior to the completion of the

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Merger, except with respect to regularly scheduled vesting dates occurring prior to the assumed closing date of January 29, 2025, (v) for purposes of determining the value of Company RSUs, the value of a share of Company Stock is equal to the Merger Consideration, (vi) no named executive officer receives any additional equity grants prior to completion of the Merger, and (vii) each named executive officer has properly executed any required releases and complied with all requirements necessary in order to receive the payments and benefits described below. Some of the assumptions used in the table below are based upon estimates of information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below. In addition, the calculations in the table below do not reflect any possible reductions under the Section 280G “net-better” cutback provisions included in the CIC Severance Plan described above in the section entitled “—Paycor Executive Change in Control Severance Plan.”

The payments described in the table below would be made pursuant to the arrangements described in this section.

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Delisting and Deregistration of Company Stock

If the Merger is completed, the Company Stock will be delisted from the Nasdaq and deregistered under the Exchange Act, and Paycor will no longer file periodic reports with the SEC on account of Company Stock.

Transaction Litigation

As of the filing of this information statement, Paycor is not aware of any complaints filed or litigation pending related to the Merger.

Material United States Federal Income Tax Consequences of the Merger

The following is a general discussion of certain material United States federal income tax consequences of the Merger that may be relevant to holders of Company Stock who exchange their shares of Company Stock for cash pursuant to the Merger. This discussion is based on the Code, applicable United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, each as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change, which may or may not be retroactive, could alter the tax consequences described herein. This discussion applies only to holders whose shares of Company Stock are held as capital assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of Company Stock that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, holders subject to the alternative minimum tax, tax-exempt organizations, tax-qualified retirement plans or other tax-deferred accounts, broker-dealers, banks, financial institutions, regulated investment companies, real estate investment trusts, cooperatives, traders in securities that elect to apply the mark to market method of accounting, United States Holders whose functional currency is not the United States dollar, pass-through entities for United States federal income tax purposes and holders who hold Company Stock through such pass-through entities, holders who hold Company Stock as part of a hedge, straddle or conversion or other integrated transaction, holders deemed to sell Company Stock under the constructive sale provisions of the Code, holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement, holders who exercise appraisal rights, or holders who acquired Company Stock pursuant to the exercise of employee stock options or otherwise as compensation. This summary does not address (i) any aspect of state, local or non-United States taxation, and does not address any aspects of United States federal taxation other than United States federal

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income taxation, (ii) any tax consequences to holders of any interests in Paycor other than Company Stock, including Company RSUs or Company PSUs, (iii) any tax consequences of any other transaction occurring in connection with the Merger or (iv) the Medicare tax on net investment income. This discussion is not binding on the Internal Revenue Service (“IRS”) or the courts and, therefore, the conclusions set forth in this discussion could be subject to challenge, which challenge could be sustained. No ruling has been or will be sought from the IRS with respect to the Merger.

For purposes of this information statement, a “United States Holder” means a beneficial owner of Company Stock that is (as determined for United States federal income tax purposes):

The term “Non-United States Holder” refers to any beneficial owner of Company Stock, other than a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes, that is not a United States Holder.

If a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes is a holder of Company Stock, the United States federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partners of a partnership that is a holder of Company Stock should consult their own tax advisors as to the particular United States federal income tax consequences of the Merger to them.

The United States federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Company Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger to such holder, including the application and effect of United States federal, state, local and non-United States tax laws.

United States Holders. The receipt of cash pursuant to the Merger by a United States Holder in exchange for shares of Company Stock will be a taxable transaction for United States federal income tax purposes (and also may be a taxable transaction under applicable state, local, non-United States and other income tax laws). In general, for United States federal income tax purposes, a United States Holder who receives cash pursuant to the Merger in exchange for shares of Company Stock will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (y) such United States Holder’s adjusted tax basis in the surrendered shares of Company Stock. A United States Holder’s adjusted tax basis generally will equal the price the United States Holder paid for such shares, and if applicable, will have been reduced by return of capital distributions. Gain or loss will be calculated separately for each block of Company Stock (generally shares acquired by a holder at the same cost in a single transaction) converted in the Merger. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if Company Stock has been held by a United States Holder for more than one year as of the Effective Time. Long-term capital gains of non-corporate United States Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

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Non-United States Holders. Subject to the discussion below regarding backup withholding, a Non-United States Holder that receives cash pursuant to the Merger in exchange for shares of Company Stock generally will not be subject to United States federal income tax on any gain realized on such exchange, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-United States Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base of the Non-United States Holder within the United States) or (iii) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of Company Stock at any time during the five-year period preceding the Merger, and Paycor is or has been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held Company Stock. Paycor believes it is not and has not been a “United States real property holding corporation” for United States federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-United States Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain realized, which generally may be offset by certain United States source capital losses.

If you are a Non-United States Holder and your gain is effectively connected with the conduct of a United States trade or business by you (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base of the Non-United States Holder within the United States), you will be subject to United States federal income tax on any gain realized on a net basis in the same manner as a United States Holder. Non-United States Holders that are corporations may also be subject to an additional “branch profits tax” on such effectively connected income at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty), subject to certain adjustments.

Information Reporting and Backup Withholding. Cash consideration received by a United States Holder or a Non-United States Holder in the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a United States Holder that does not otherwise establish an exemption should complete and return to the applicable paying agent an IRS Form W-9, certifying that such United States Holder is a United States person, that the taxpayer identification number provided is correct and that such United States Holder is not subject to backup withholding. A Non-United States Holder generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

United States Holders and Non-United States Holders should consult their tax advisors regarding the application of United States federal income tax laws and non-United States tax laws, including information reporting and backup withholding, to their particular situations.

Additional Withholding Requirements under the Foreign Account Tax Compliance Act. Sections 1471 through 1474 of the Code, and the United States Treasury Regulations and administrative guidance issued thereunder (collectively, “FATCA”), generally impose a United States federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the United States government to withhold on certain payments and to collect and provide to the United States tax authorities substantial information regarding certain United States account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with United States owners) or an exemption applies. FATCA also generally imposes a United States federal withholding tax of 30% on certain payments made to a non-financial

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foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect United States owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-United States Holder might be eligible for refunds or credits of such taxes.

The United States Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of Company Stock. In its preamble to such proposed regulations, the United States Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders of Company Stock should consult with their tax advisors regarding the possible implications of FATCA on the disposition of Company Stock pursuant to the Merger.

Regulatory Approvals

The consummation of the Merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated), including approvals under applicable Money Transmission Laws and insurance laws. Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied by the applicable agencies. On January 22, 2025, both Paycor and Parent filed their respective notification and report forms under the HSR Act, which triggered the start of the HSR Act waiting period.

Under the terms of the Merger Agreement, subject to the limitations described below, each of Paycor and Parent have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, as soon as reasonably practicable (and in any case prior to the End Date), including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (other than filings under Money Transmission Laws (as defined in the Merger Agreement)), (ii) substantially complying with any request for additional information and documentary material issued by a governmental authority as soon as reasonably practicable and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, including under the HSR Act and certain other specified regulatory approvals.

The parties to the Merger Agreement have agreed that (other than as set forth below in respect of approvals under applicable Money Transmission Laws) the obligations of Parent do not require Parent to (i) sell, license or otherwise dispose of, or hold separate or agree to sell, license or otherwise dispose of, any entities, assets, business or facilities of Paycor, Parent or any of their respective affiliates; (ii) terminate, extend, amend or assign existing relationships, ventures, contractual rights or contractual obligations or other arrangements of Paycor, Parent or any of their respective affiliates; (iii) amend, assign or terminate existing licenses or other contractual obligations or enter into such new licenses or other contractual obligation; (iv) establish or create any relationships or contractual rights or contractual obligations of Paycor, Parent or any of their respective affiliates; (v) effectuate any other change or restructuring of Paycor, Parent or any of their respective affiliates or, in each case, to enter into contractual obligations or stipulate to the entry of an order with a governmental authority or file appropriate applications with the FTC, U.S. Department of Justice or other governmental authority; (vi) otherwise take or commit to take any actions that before or after the Closing that would limit Parent’s or any of its affiliates’ or Paycor’s freedom of action with respect to, or ability to retain, one or more of its or its affiliates’ businesses, product lines, licenses, operations, assets or interests therein, or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to interests in Paycor and the

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indirect interests in Paycor; (vii) litigate, defend, contest or otherwise resist any administrative or judicial action or order issued by a governmental authority, including any proceeding seeking a temporary restraining order or preliminary injunction, by any governmental authority or private party, challenging any of the transactions contemplated by the Merger Agreement as violative of any antitrust laws or other applicable laws; (viii) pay any sums or concede anything of value or (ix) seek prior approval from any governmental authority for any future transaction.

With respect to approvals under applicable Money Transmission Laws, the parties to the Merger Agreement have agreed to (i) promptly submit a notification with respect to the Merger as required in connection with obtaining the Money Transmission Law Approvals (as defined in the Merger Agreement) and submit any required additional information and materials required under the Money Transmission Laws to request approval for, or otherwise apply for, applicable Money Transmission Law Approvals to the appropriate governmental authority (of which the parties may mutually agree to postpone the submission), (ii) promptly provide all required notifications, and make all necessary filings, and thereafter make any other required submissions, to obtain the Money Transmission Law Approvals, (iii) cooperate and coordinate (and cause their respective affiliates to cooperate and coordinate) with the other in the making of such filings, including by (x) timely providing to the other party required and requested information for preparation of each of the state-required notices and applications for a change of control for each jurisdiction in which Paycor holds a money transmission license, and (y) timely addressing supplemental requests for information and documents from governmental authorities in connection with such filings, and (iv) take (and cause their Affiliates to take) all actions necessary, proper or advisable to obtain all clearances, consents, approvals, waivers, actions, non-actions and other authorizations pursuant to any Money Transmission Laws necessary to consummate the Merger and the transactions contemplated by the Merger Agreement. If any Money Transmission Law Approval cannot be obtained by May 13, 2025, prior to such date, Paycor and Parent will identify in good faith possible alternatives that eliminate the need to obtain any such Money Transmission Law Approval that has not yet been obtained in a particular jurisdiction, including: (x) to the extent feasible under applicable Money Transmission Laws, surrendering Paycor’s money transmission license under the Money Transmission Laws in such jurisdiction prior to Closing or (y) solely to the extent the actions set forth in clause (x) are not feasible under applicable Money Transmission Laws, obtaining verbal or written assurances reasonably acceptable to Parent from the applicable governmental authority that its consent is forthcoming and no material and adverse action related to the failure to obtain such consent will be taken against either Paycor or Parent in connection with the continued conduct of the operations of Paycor in the applicable jurisdiction notwithstanding the pendency of any such Money Transmission Law Approval.

As of the date of this information statement, the parties have not received all of the consents (including non-action or expiration of any applicable waiting period) under antitrust laws or Money Transmission Laws required by the Merger Agreement.

At any time before or after the Effective Time of the Merger, the Antitrust Division or the FTC could take action under the antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of Paycor or Parent or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about Paycor. Such information can be found elsewhere in this information statement and in the public filings Paycor makes with the SEC, which may be obtained by following the instructions set forth in the section entitled, “Where You Can Find More Information,” beginning on page 87.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual, business or operational information about Paycor, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in Paycor’s public disclosures, as well as additional nonpublic information); and may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to our stockholders, and the representations and warranties may have been used for the purpose of allocating risk between Paycor and Parent rather than establishing matters as facts. Our stockholders, in their capacities as such, are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Paycor, Parent or Merger Sub or any of their respective affiliates or businesses. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Paycor’s public disclosures.

Structure of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Paycor, whereupon the separate existence of Merger Sub will cease, and Paycor will continue as the Surviving Corporation and a wholly owned subsidiary of Parent.

Consummation and Effectiveness of the Merger

The Merger will become effective at such time as the certificate of merger has been duly filed with the Secretary of State of the State of Delaware. The consummation of the Merger will take place as soon as possible, but in any event no later than the third business day after the satisfaction or waiver (to the extent permissible) of the conditions to the consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at Closing, but subject to the satisfaction or waiver (to the extent permissible) of such conditions at Closing), unless another time or date is mutually agreed upon by Parent and Paycor; provided, that Closing shall not occur prior to April 15, 2025 unless waived by Parent.

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Consideration to be Received in the Merger

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each share of common stock of Merger Sub that is outstanding immediately prior to the Effective Time will automatically be converted into and become one share of common stock of the Surviving Corporation; (ii) each share of Company Stock that is issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be automatically canceled, retired and converted into the right to receive the Merger Consideration (subject to any applicable withholding taxes); (iii) each share of Company Stock held by any subsidiary of Paycor or Parent (other than Merger Sub) (other than shares of Company Stock held by any such person in a trustee, custodian or nominee capacity for the account of clients or customers of such persons) will be converted into such number of shares of stock of the Surviving Corporation such that each such subsidiary owns the same percentage of the outstanding capital stock in the Surviving Corporation immediately following the Effective Time as such subsidiary owned in Paycor immediately prior to the Effective Time; and (iv) each share of the Owned Company Shares will automatically be canceled without any conversion thereof or consideration paid therefor.

Procedures for Receiving Merger Consideration

Prior to the Effective Time, Parent will appoint an exchange agent reasonably acceptable to Paycor (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) the Certificates and (ii) Uncertificated Shares. Prior to, or substantially concurrently with, the Effective Time, Parent will make available to the Exchange Agent, cash sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares pursuant to the Merger Agreement.

Promptly (and in any event no later than three business days) after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of any Certificates (other than holders of Owned Company Shares and Dissenting Company Shares) a letter of transmittal and instructions (which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in the exchange for the Merger Consideration. Each holder of shares of Company Stock immediately prior to the Effective Time (other than holders of Owned Company Shares and Dissenting Company Shares) will, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive the Merger Consideration for each share of Company Stock represented by a Certificate or Uncertificated Share, payable net to the holder in cash, without interest and less any applicable withholding taxes. Each share of Company Stock so surrendered will be canceled.

If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, then (i) such Certificate must be properly endorsed or otherwise be in proper form for transfer or such Uncertificated Share must be properly transferred and (ii) the person requesting such payment must pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Stock represented by such Certificate, as contemplated by the Merger Agreement.

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Any portion of the cash amounts deposited by Parent with the Exchange Agent that has not been distributed to holders of Company Stock six months after the Effective Time will be returned to Parent, upon demand, and any such holder who has not exchanged their shares of Company Stock for the Merger Consideration in accordance with the Merger Agreement prior to that time, may thereafter look only to Parent for payment of the Merger Consideration. If any Certificate or Uncertificated Share has not been surrendered immediately prior to the date on which any cash in respect of such Certificate or Uncertificated Share would otherwise escheat to or become the property of any governmental authority, any such cash in respect of such Certificates or Uncertificated Shares will, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Treatment of Paycor Equity Awards and Paycor ESPP in the Merger

At or immediately prior to the Effective Time, each Company Stock Option granted and outstanding under the Company 2021 Plan, whether or not excisable or vested, will be canceled, and Paycor will pay each such holder at or promptly after the Effective Time for each such Company Stock Option surrendered an amount in cash equal to (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Stock Option, multiplied by (ii) the number of shares of Company Stock such holder could have purchased (assuming full vesting of all Company Stock Options) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time, less any applicable withholding taxes.

Each Company Stock Option that is outstanding as of immediately prior to the Effective Time with an exercise price that is equal to or greater than the Merger Consideration will be canceled at the Effective Time without any consideration to the holder thereof.

At or immediately prior to the Effective Time, each Company RSU, to the extent subject to service-based vesting conditions, that is held by an employee of Paycor whose position is at or above the level of “Director” will be canceled and exchanged as of the Closing for a number of Parent RSUs, subject to the same terms and conditions as were applicable to such Company RSU immediately prior to the Effective Time, equal to the number of Company RSUs subject to such award multiplied by the quotient of (i) the Merger Consideration divided by (ii) the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

At or immediately prior to the Effective Time, each Company RSU held by other participants who are not non-employee members of the Board (including each Company Serbia Phantom Award, without regard to such participant’s level) will be canceled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in restricted cash equal to (i) the Merger Consideration, multiplied by (ii) the number of Company RSUs subject to such award, subject to the same terms and conditions as were applicable to such Company RSU immediately prior to the Effective Time.

At or immediately prior to the Effective Time, each Company RSU held by a non-employee member of the Board will fully vest and be canceled and converted as of the Closing into the right of the holder thereof to receive, without interest, an amount in cash equal to (i) the Merger Consideration, multiplied by (ii) the number of Company RSUs subject to such award.

At or immediately prior to the Effective Time, each Company PSU, will be canceled and exchanged for a number of Parent RSUs, subject to the same terms and conditions as were applicable to such Company PSU immediately prior to the Effective Time, equal to the number of Company PSUs underlying such award (determined based on the actual level of performance as of the Effective Time) multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

At or immediately prior to the Effective Time, each Company Restricted Stock Award will be canceled and exchanged as of the Closing for a number of restricted stock awards in Parent, subject to the same terms and conditions as were applicable to such Company Restricted Stock Award immediately prior to the Effective Time,

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equal to the number of shares subject to such Company Restricted Stock Award multiplied by the Company Award Conversion Ratio (rounded down to the nearest whole number in aggregate on an award-by-award basis).

At or immediately prior to the Effective Time, Paycor will ensure that (i) the Paycor ESPP will be frozen and suspended at the end of the “offering period” that is in progress as of the date of the Merger Agreement with no new offering periods thereafter, (ii) no new participants in the Paycor ESPP are permitted as of the date of the Merger Agreement and no then-current participants will be permitted to increase their payroll deductions or rate of contributions thereunder, (iii) effective as of immediately prior to the Effective Time, any then outstanding “offering period” will be accelerated to no later than the fifth business day prior to the Closing, (iv) each purchase right under any outstanding offering period as of the date of the Merger Agreement will be fully exercised on the earlier of (x) the scheduled purchase date for such offering period and (y) such accelerated exercise date, if applicable, (v) thereafter, any remaining participant payroll deductions not applied to the purchase of shares will be returned to the participant without interest prior to the Effective Time, and (vi) the Paycor ESPP will terminate prior to, and contingent upon, the Effective Time.

Dissenting Shares

Dissenting Company Shares will not be converted into the right to receive the Merger Consideration, and instead, holders of such Dissenting Company Shares will only be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, unless and until any such holder fails to perfect, waives or effectively withdraws or otherwise loses their rights to appraisal and payment under the DGCL. However, if, after the Effective Time, any such holder fails to perfect, withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such Dissenting Company Shares will be deemed to have been converted into, as of the Effective Time, the right to receive only the Merger Consideration, without interest thereon. Prior to the Effective Time, Paycor will provide prompt notice to Parent of any intent to demand payment or other demands received by Paycor for appraisal of shares of Company Stock and Parent will have the right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent or as otherwise required by applicable law, Paycor will not make any payment, settle or offer to settle any such demands (including by providing any estimate of the fair value of any shares).

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

The Merger Agreement provides that, from and after the Effective Time, the Surviving Corporation will possess all of the rights, powers, privileges and franchises, and be subject to all of the obligations, liabilities, restrictions and disabilities of Paycor and Merger Sub, as provided under the DGCL. If the Merger is consummated, Paycor will cease to be a publicly traded company. As a result, you will not own any shares of capital stock of the Surviving Corporation.

At the Effective Time, by virtue of the Merger, (i) Paycor’s Charter, as in effect immediately prior to the Effective Time, will be amended and restated in its entirety to be read as set forth in the applicable exhibit attached to the Merger Agreement, and as so amended and restated, will be the certificate of incorporation of the Surviving Corporation and (ii) the bylaws of Merger Sub as in effect immediately prior to the Effective Time will become the bylaws of the Surviving Corporation.

In addition, from and after the Effective Time until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the board of directors of Merger Sub at the Effective Time will be the board of directors of the Surviving Corporation and (ii) the officers of Paycor at the Effective Time will be the officers of the Surviving Corporation.

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Representations and Warranties

Paycor, Parent and Merger Sub made representations and warranties in the Merger Agreement regarding themselves and, as applicable, their respective subsidiaries that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by a confidential disclosure schedule delivered by Paycor to Parent. The representations and warranties made by Paycor are also subject to, and qualified by, certain information in our filings made with the SEC at least two business days before the date of the Merger Agreement.

Paycor’s representations and warranties to Parent in the Merger Agreement relate to, among other things:

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In addition, the Merger Agreement contains the following representations and warranties of Parent relating to, among other things:

Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Company Material Adverse Effect” or words of similar import. The Merger Agreement provides that a Company Material Adverse Effect means any event, change, development, circumstance, condition or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of Paycor and its subsidiaries, taken as a whole; provided, that any event, change, development, circumstance, condition or effect will not be deemed to constitute a Company Material Adverse Effect, to the extent that such event, change, development, circumstance, condition or effect arises or results from:

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Notwithstanding these exclusions, to the extent any such event, change, development, circumstance, condition or effect referred to in bullets one through six above has a disproportionate and adverse effect on Paycor and its subsidiaries, taken as a whole, relative to the adverse effect such event, change, development, circumstance, condition or effect has on other participants in the industry or industries in which Paycor and its subsidiaries operate, the incremental disproportionate and adverse effect may be taken into account in determining whether there has been a Company Material Adverse Effect.

Certain of Parent’s representations and warranties in the Merger Agreement are qualified by a “Parent Material Adverse Effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect). For purposes of the Merger Agreement, a Parent Material Adverse Effect means any event, change, circumstance, effect, occurrence, condition, state of facts or development that would reasonably be expected to prevent, impair or materially delay the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or prevent, impair or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

Conduct of Business by Paycor Prior to Consummation of the Merger

Paycor has agreed to certain covenants in the Merger Agreement restricting the conduct of its business from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger

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Agreement. Except as required or expressly permitted by the Merger Agreement, as set forth in the confidential disclosure schedule, as required by applicable law and as approved by Parent in writing (which consent will not be unreasonably withheld, conditioned or delayed), Paycor will, and will cause each of its subsidiaries to, use reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations required to conduct its business in all material respects in the ordinary course consistent with past practice, (iii) keep available in all material respects the services of its directors, officers and key employees and (iv) maintain satisfactory relationships with customers, lenders, suppliers and others having material business relationships with Paycor.

In addition, without limiting the generality of the foregoing, except as required or expressly permitted by the Merger Agreement, as set forth in the confidential disclosure schedule, as required by applicable law and as approved by Parent in writing (which consent will not be unreasonably withheld, conditioned or delayed), Paycor and its subsidiaries will not:

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In addition, from the date of the Merger Agreement until the earlier of Closing and the termination of the Merger Agreement, Paycor has agreed to provide Parent with a statement, together with any other information reasonably requested by Parent (provided that the production of such other information shall be in accordance with the access requirements in the Merger Agreement), on or before the 15^th day of each month (or by such other date as may be mutually agreed between Paycor and Parent), setting forth (i) the rate of retention of existing clients of Paycor and its subsidiaries, (ii) the number of new clients of Paycor and its subsidiaries, (iii) the rate of retention of the existing sales force of Paycor and its subsidiaries and (iv) any reduction in the number of the top quartile performing sales professionals of Paycor and its subsidiaries as of the date of the Merger Agreement, in each case, for the preceding month (including the month in which Closing occurs and, in such case, Paycor has agreed provide such statement immediately prior to Closing). For the avoidance of doubt, the statements and information provided to Parent will not contain any client-specific information or information regarding individual salespeople.

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Regulatory Filings; Efforts

The consummation of the Merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated), including approvals under applicable Money Transmission Laws and insurance laws.

Under the terms of the Merger Agreement, subject to the limitations described below, each of Paycor and Parent have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, as soon as reasonably practicable (and in any case prior to the End Date), including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (other than filings under Money Transmission Laws (as defined in the Merger Agreement)), (ii) substantially complying with any request for additional information and documentary material issued by a governmental authority as soon as reasonably practicable and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement.

The parties to the Merger Agreement have agreed that (other than as set forth below in respect of approvals under applicable Money Transmission Laws) the obligations of Parent do not require Parent to (i) sell, license or otherwise dispose of, or hold separate or agree to sell, license or otherwise dispose of, any entities, assets, business or facilities of Paycor, Parent or any of their respective affiliates; (ii) terminate, extend, amend or assign existing relationships, ventures, contractual rights or contractual obligations or other arrangements of Paycor, Parent or any of their respective affiliates; (iii) amend, assign or terminate existing licenses or other contractual obligations or enter into such new licenses or other contractual obligation; (iv) establish or create any relationships or contractual rights or contractual obligations of Paycor, Parent or any of their respective affiliates; (v) effectuate any other change or restructuring of Paycor, Parent or any of their respective affiliates or, in each case, to enter into contractual obligations or stipulate to the entry of an order with a governmental authority or file appropriate applications with the FTC, U.S. Department of Justice or other governmental authority; (vi) otherwise take or commit to take any actions that before or after the Closing that would limit Parent’s or any of its affiliates’ or Paycor’s freedom of action with respect to, or ability to retain, one or more of its or its affiliates’ businesses, product lines, licenses, operations, assets or interests therein, or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to interests in Paycor and the indirect interests in Paycor; (vii) litigate, defend, contest or otherwise resist any administrative or judicial action or order issued by a governmental authority, including any proceeding seeking a temporary restraining order or preliminary injunction, by any governmental authority or private party, challenging any of the transactions contemplated by the Merger Agreement as violative of any antitrust laws or other applicable laws; (viii) pay any sums or concede anything of value or (ix) seek prior approval from any governmental authority for any future transaction.

With respect to approvals under applicable Money Transmission Laws, the parties to the Merger Agreement have agreed to (i) promptly submit a notification with respect to the Merger as required in connection with obtaining the Money Transmission Law Approvals and submit any required additional information and materials required under the Money Transmission Laws to request approval for, or otherwise apply for, applicable Money Transmission Law Approvals to the appropriate governmental authority (of which the parties may mutually agree to postpone the submission), (ii) promptly provide all required notifications, and make all necessary filings, and thereafter make any other required submissions, to obtain the Money Transmission Law Approvals, (iii) cooperate and coordinate (and shall cause its respective affiliates to cooperate and coordinate) with the other in the making of such filings, including by (x) timely providing to the other party required and requested information for preparation of each of the state-required notices and applications for a change of control for each

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jurisdiction in which Paycor holds a money transmission license, and (y) timely addressing supplemental requests for information and documents from governmental authorities in connection with such filings, and (iv) take (and cause their Affiliates to take) all actions necessary, proper or advisable to obtain all clearances, consents, approvals, waivers, actions, non-actions and other authorizations pursuant to any Money Transmission Laws necessary to consummate the Merger and the transactions contemplated by the Merger Agreement. If any Money Transmission Law Approval cannot be obtained by May 13, 2025, prior to such date, Paycor and Parent will identify in good faith possible alternatives that eliminate the need to obtain any such Money Transmission Law Approval that has not yet been obtained in a particular jurisdiction, including: (x) to the extent feasible under applicable Money Transmission Laws, surrendering Paycor’s money transmission license under the Money Transmission Laws in such jurisdiction prior to Closing or (y) solely to the extent the actions set forth in clause (x) are not feasible under applicable Money Transmission Laws, obtaining verbal or written assurances reasonably acceptable to Parent from the applicable governmental authority that its consent is forthcoming and no material and adverse action related to the failure to obtain such consent will be taken against either Paycor or Parent in connection with the continued conduct of the operations of Paycor in the applicable jurisdiction notwithstanding the pendency of any such Money Transmission Law Approval.

No Solicitation or Negotiation

Paycor has agreed that from the date of the Merger Agreement until the earlier of Effective Time or the termination of the Merger Agreement, Paycor and its subsidiaries will not and will not authorize any of its or their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants or other advisors or representatives (collectively, “Representatives”) to, directly or indirectly:

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Written Consent

On January 7, 2025, the Board unanimously resolved to recommend that the stockholders of Paycor adopt the Merger Agreement and that the Majority Stockholder approve the Written Consent to adopt the Merger Agreement. Also on January 7, 2025, following the execution and delivery of the Merger Agreement, the Majority Stockholder representing approximately 53.36% of the voting power of the outstanding shares of Company Stock as of such date, delivered the Written Consent to the Company (a copy of which was provided to Parent in accordance with the Merger Agreement), adopting the Merger Agreement in all respects and approving the transactions contemplated thereby, including the Merger, in accordance with the DGCL and Paycor’s Charter. As a result, no further action by Paycor’s stockholders is required under applicable law, Paycor’s Charter or the Merger Agreement to adopt the Merger Agreement or approve the Merger, and Paycor will not be (i) soliciting your vote for the adoption of the Merger Agreement or approval of the Merger or (ii) calling a special meeting of Paycor stockholders for purposes of voting on the adoption of the Merger Agreement or approval of the Merger.

Financing Cooperation

Paycor has agreed to use its reasonable best efforts to, and to cause its subsidiaries and its and their respective Representatives to use their reasonable best efforts to provide customary cooperation in connection with the arrangement of any debt financing to fund the transactions contemplated by the Merger Agreement (the “Debt Financing”) as may be reasonably requested by Parent, including: (i) participating in a reasonable number of meetings, due diligence sessions and sessions with prospective financing sources, investors and ratings agencies, in each case, upon reasonable advance notice, during normal business hours, and at mutually agreed times, (ii) cooperating with Parent’s marketing efforts in connection with the Debt Financing, including by assisting with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Debt Financing; provided that, Parent is solely responsible for the content of any pro forma financial statements, synergies, projections or adjustments contained therein other than the content of historical financial information of Paycor contained therein, (iii) taking corporate actions reasonably requested by Parent to permit the consummation of the Debt Financing, including executing and delivering any definitive financing documents; provided that no such actions or documents shall be required to be effective prior to Closing, (iv) furnishing, at least three business days prior to Closing, such documentation and information as is requested in writing by Parent at least ten days prior to Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, (v) facilitating the termination and payoff of certain commitments (the “Payoff Indebtedness”) at Closing upon or simultaneously with the funding of the Debt Financing and arranging for delivery to Parent of the Payoff Letters in customary form and substance in respect of the Payoff Indebtedness and (vi) furnishing Parent with any pertinent and customary information (including financial information) regarding Paycor and its subsidiaries as may be reasonably requested by Parent in connection with the Debt Financing.

No such requested cooperation from Paycor, its subsidiaries or their respective Representatives will be required to the extent that it would require (i) any action to the extent it would unreasonably interfere with the business or operations of Paycor or any of its subsidiaries, (ii) payment of any fee or reimbursement of any expense in connection with the Debt Financing unless and until the Closing occurs, (iii) resolutions or consents to approve or authorize the Debt Financing or the execution and delivery of the definitive documentation related thereto or require the board of directors (or any similar governing body) of such person to take any action or cause any of its Representatives to waive or amend any terms of the Merger Agreement or to approve the execution or delivery of any document or certificate in connection with the Debt Financing, in each case that is not contingent on, or that would be effective prior to, the occurrence of the Closing, (iv) any action that will conflict with or violate their formation or organizational documents or result in the contravention of, or would

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reasonably be expected to result in a violation or breach of, or default under, any law or material agreement in any material respect (in each case prior to the Closing), (v) any action that could reasonably be expected to result in any officer, director, employee, agent, attorney, accountant or advisor of Paycor or any of its subsidiaries incurring personal liability (as opposed to liability in his or her capacity as an officer of such person) with respect to any matters related to the Debt Financing, (vi) any action that could reasonably be expected to cause any condition to Closing set forth in the Merger Agreement to fail to be satisfied or otherwise cause any breach of the Merger Agreement that would provide Parent the right to terminate the Merger Agreement (unless, in each case, waived in advance by Parent), (vii) incurrence of any liability under the Debt Financing prior to the Effective Time or (viii) delivery of any legal opinions, any authorization letters or any certificate (including as to solvency or beneficial ownership) by Paycor or its subsidiaries (except customary documents in connection with the termination and payoff of the Payoff Indebtedness).

Parent and Merger Sub acknowledged and agreed that their obligation to consummate the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth therein are not conditioned upon the availability or consummation of the Debt Financing or any other debt financing, the availability of any alternate debt financing, the availability of any equity financing or receipt of the proceeds therefrom.

Directors’ and Officers’ Indemnification and Insurance

For six years after the Effective Time, Parent has agreed to cause the Surviving Corporation to indemnify and hold harmless the present and former officers and directors (and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time) of Paycor and its subsidiaries (each, an “Indemnified Person”), from and against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in respect of the Indemnified Persons’ having served in such capacity or any acts or omissions occurring at or prior to the Effective Time, in each case to the fullest extent permitted by the DGCL or any other applicable law, and in all cases, to the extent provided under Paycor’s Charter and bylaws in effect on the date of the Merger Agreement.

For six years after the Effective Time, Parent has agreed to cause the Surviving Corporation to maintain in effect the provisions in its certificate of incorporation and bylaws or the comparable organizational documents of any of the subsidiaries of the Surviving Corporation (or in such documents of any successor to the business of the Surviving Corporation or any of its subsidiaries) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.

From and after the Effective Time, Parent will cause the Surviving Corporation and its subsidiaries to honor and comply with their respective obligations under any indemnification agreement with any Indemnified Person, and not amend, repeal or otherwise modify any such agreement in any manner that would adversely affect any right of any Indemnified Person thereunder.

Prior to the Effective Time, Paycor will or, if Paycor is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of (i) the directors’ and officers’ liability coverage of Paycor’s existing directors’ and officers’ insurance policies and Paycor’s existing fiduciary liability insurance policies, (ii) the professional liability coverage of Paycor’s existing errors and omissions insurance policies, (iii) the employment practices liability coverage of Paycor’s existing employment practices liability insurance policies and (iv) the cyber liability coverage of Paycor’s existing cyber insurance policies (collectively, the “Tail Insurance Policies”), in each case (i) for a claims reporting or discovery period of at least six years (or in the case of professional liability coverage and cyber

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liability coverage, three years) from and after the Effective Time with respect to any claim related to any period or time at or prior to the Effective Time; (ii) from an insurance carrier with the same or better credit rating as Paycor’s current insurance carrier with respect to the Tail Insurance Policies; and (iii) with terms, conditions, retentions and limits of liability that are no less favorable (in the aggregate) than the coverage provided under Paycor’s existing policies (that were provided to Parent prior to the date of the Merger Agreement) with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an Indemnified Person by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the transactions or actions contemplated thereby) provided that Paycor will give Parent a reasonable opportunity to participate in the selection of such tail policy and Paycor will give reasonable and good faith consideration to any comments made by Parent with respect thereto.

If Paycor or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will continue to maintain in effect, for a period of at least six years (in the case of liability coverage under Paycor’s existing errors and omissions insurance policies and cyber insurance policies, three years) from and after the Effective Time, the Tail Insurance Policies in place as of the date of the Merger Agreement with Paycor’s current insurance carrier or with an insurance carrier with the same or better credit rating as Paycor’s current insurance carrier with respect to the Tail Insurance Policies with terms, conditions, retentions and limits of liability that are no less favorable (in the aggregate) than the coverage provided under Paycor’s existing policies as of the date of the Merger Agreement, or the Surviving Corporation will purchase from Paycor’s current insurance carrier or with an insurance carrier with the same or better credit rating as Paycor’s current insurance carrier with respect to the Tail Insurance Policies comparable policies for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable (in the aggregate) than as provided in Paycor’s existing policies as of the date of the Merger Agreement. In no event will Parent or the Surviving Corporation be required to expend for such policies an annual premium amount in excess of 250% of the amount per annum Paycor paid in its last full fiscal year; provided that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount.

If Parent, 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 such case, to the extent necessary, proper provision will be made for the successors and assigns of Parent or the Surviving Corporation, as the case may be, to assume the obligations described above.

Continuing Employee Matters

With respect to each employee of Paycor or its subsidiaries who is employed by Paycor or any of its subsidiaries as of immediately prior to the Effective Time (“Company Employees”), Parent will, or will cause the Surviving Corporation to, provide to each such Company Employee (i) base salary or wage level for a period of not less than twelve months following Closing (or, if earlier, the termination of the applicable Company Employee’s employment with Parent, the Surviving Corporation and their affiliates) that is no less favorable than the base salary or wage level provided to such Company Employee immediately prior to the Effective Time, (ii) severance payments and benefits, in the event the employment of such Company Employee terminates at any time during the twelve months following Closing, that are no less favorable than the severance payments and benefits such Company Employee would be eligible to receive pursuant to the applicable Employee Plans in effect as of immediately prior to the Effective Time if such termination occurred immediately prior to the Effective Time and (iii) other employee benefits (excluding any change in control, transaction or retention payments or benefits, non-qualified deferred compensation benefits, equity or equity-based compensation, defined benefit pension benefits or retiree health or welfare benefits (the “Excluded Benefits”)) for the period commencing at the Effective Time and ending on December 31, 2025 (or, if earlier, the termination of the

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applicable Company Employee’s employment with Parent, the Surviving Corporation and their affiliates) that are substantially similar, in the aggregate, to the employee benefits that such Company Employee was entitled to receive immediately prior to the Effective Time (excluding the Excluded Benefits). In addition, for a period of not less than twelve months following Closing (or, if earlier, the termination of the applicable Company Employee’s employment with Parent, the Surviving Corporation and their affiliates), Parent will not and will cause the Surviving Corporation and its subsidiaries not to change any Company Employee’s principal location of employment by more the thirty-five miles from the Company Employee’s principal place of business as of immediately prior to the Effective Time; provided that a Company Employee may be required to commute to an office of Paycor within thirty-five miles from the Company Employee’s principal place of residence.

Parent will use commercially reasonable efforts to waive, or will cause the Surviving Corporation or any of its affiliates to use commercially reasonable efforts to waive, any pre-existing condition limitations, exclusions, actively-at-work requirements, waiting periods evidence of insurability or similar limitations, under any Parent Plans (as defined in the Merger Agreement) in which any Company Employee (or the dependents of any eligible employee) will be eligible to participate from and after the Effective Time. Parent will use reasonable best efforts to recognize or credit, or will cause the Surviving Corporation or any of its affiliates to use reasonable best efforts to recognize or credit, any deductible, co-insurance, maximum out of pocket expenses or other payments incurred by each Company Employee (and his or her eligible dependents) under any applicable Employee Plan for purposes of satisfying such year’s deductible, co-payment limitations and out-of-pocket maximums under the relevant welfare benefit plans, including the Parent Plans and Employee Plans (each as defined in the Merger Agreement), in which such Company Employee will be eligible to participate from and after the Effective Time.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including a covenant in which each of Parent and Paycor covenants or agrees to consult with each other before issuing any press release or other public statements with respect to the Merger and other transactions contemplated by the Merger Agreement, and shall not issue any such press release or make any such public statement prior to such consultation.

In addition, Paycor will, prior to the Effective Time:

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Conditions to Consummation of the Merger

The obligation of each party to consummate the Merger is subject to the satisfaction by each of the parties of the following conditions:

As of the date of this information statement, the Written Consent has been obtained by the Company and delivered to Parent in accordance with the terms of the Merger Agreement.

The obligations of Parent and Merger Sub to consummate the Merger are further subject to satisfaction of the following further conditions:

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The obligation of Paycor to consummate the Merger is further subject to satisfaction (or waiver by Paycor where permissible by applicable law) at or prior to the Effective Time of the following conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time by the mutual written agreement of Parent and Paycor.

In addition, the Merger Agreement may be terminated by either Parent or Paycor, at any time prior to the Effective Time if:

Further, the Merger Agreement may be terminated by Parent, at any time prior to the Effective Time if Paycor breaches any of its representations, warranties, or fails to perform any of its covenants or agreements contained in the Merger Agreement, which breach or failure to perform would cause the closing conditions

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relating to such representations and warranties or covenants and agreements not to be satisfied and (i) such condition is incapable of being cured by the End Date or (ii) such breach is not cured before the earlier of (x) the End Date and (y) the date that is thirty calendar days after receipt of written notice from Parent of its intention to terminate the Merger Agreement; provided that Parent will not have the right to terminate the Merger Agreement if Parent or Merger Sub is then in breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement such that the closing conditions relating to Parent’s representations and warranties or covenants and agreements in the Merger Agreement would not be satisfied at the time at which Parent would otherwise exercise such termination right. The Merger Agreement also provided that Parent could have terminated the Merger Agreement if the Written Consent was not delivered to Paycor and Parent within one hour of the signing of the Merger Agreement; however, this termination provision expired following delivery of the Written Consent on January 7, 2025 within such timeframe.

The Merger Agreement may also be terminated by Paycor at any time prior to the Effective Time if Parent or Merger Sub breaches any of their respective representations, warranties, or fails to perform any of its covenants or agreements contained in the Merger Agreement, which breach or failure to perform would cause the closing conditions relating to such representations and warranties or covenants and agreements not to be satisfied and (i) such condition is incapable of being cured by the End Date or (ii) such breach is not cured before the earlier of (x) the End Date and (y) the date that is thirty calendar days after receipt of written notice from Paycor of its intention to terminate the Merger Agreement; provided that Paycor will not have the right to terminate the Merger Agreement if Paycor is then in breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement such that the closing conditions relating to Paycor’s representations and warranties or covenants and agreements in the Merger Agreement would not be satisfied at the time at which Paycor would otherwise exercise such termination right.

Amendment and Waiver

At any time prior to the Effective Time, the parties to the Merger Agreement may amend the Merger Agreement by their written and signed agreement. Such amendment or waiver must be in writing and signed and (i) in the case of an amendment, by each party to the Merger Agreement or, (ii) in the case of a waiver, by each party against whom the waiver is to be effective. However, after the receipt of Written Consent (which occurred on January 7, 2025), there will be no amendment or waiver that would require the further approval of Paycor’s stockholders under the DGCL without such approval having first been obtained.

Governing Law; Jurisdiction and Waiver of Jury Trial

The Merger Agreement and all actions, proceedings, causes of action, claims or counterclaims (whether based on contract, tort, statue or otherwise) based upon, arising out of or relating to the Merger Agreement or the actions of Parent, Merger Sub or Paycor in the negotiation, administration, performance and enforcement of the Merger Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with the Merger Agreement or as an inducement to enter into the Merger Agreement), will be governed by, and construed in accordance with the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule of such state (or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

The parties agreed that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Merger Agreement or the transactions contemplated thereby (whether brought by any party or any of its affiliates or against any party or any of its affiliates) will be brought in the Delaware Chancery Court or, if such court does not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

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Each party further irrevocably waived any and all right to trial by jury in any legal proceeding arising out of or related to the Merger Agreement or the transactions contemplated by the Merger Agreement.

Specific Performance

Under the Merger Agreement, Paycor and Parent have acknowledged and agreed that irreparable damage would occur if any provision of the Merger Agreement were not performed in accordance with the terms thereof, and, more specifically, that irreparable damage would occur in the event that (i) any party fails to take such actions as are required of it under the Merger Agreement to consummate the Merger or (ii) the Merger was not consummated and Paycor’s stockholders and holders of Paycor equity awards did not receive the aggregate Merger Consideration in accordance with the terms and subject to the conditions of the Merger Agreement. In such event, the non-breaching party will be entitled to: (i) an injunction or injunctions to prevent actual or threatened breaches of the Merger Agreement or (ii) enforce specifically the performance of the terms and provisions of the Merger Agreement (including the parties’ obligation to consummate the Merger and Parent’s obligation to pay, and Paycor’s stockholders’ and holders of Paycor equity awards’ right to receive, the aggregate Merger Consideration pursuant to the Merger, subject in each case to the terms and conditions of the Merger Agreement) in any federal court located in the State of Delaware or any Delaware state court in addition to any other remedy to which they are entitled at law or in equity.

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MARKET INFORMATION AND DIVIDENDS

Company Stock began trading on the Nasdaq under the symbol “PYCR” on July 22, 2021. Prior to that, there was no public market for Company Stock. As of January 29, 2025, 181,771,948 shares of Company Stock were issued and outstanding, held by 86 stockholders of record.

Since the date of our initial public offering, we have not paid dividends on outstanding Company Stock. The terms of the Merger Agreement do not allow us to declare or pay a dividend between January 7, 2025 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the completion of the Merger, there will be no further market for the Company Stock.

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APPRAISAL RIGHTS

General

Under the DGCL, you have the right to demand appraisal and to receive payment in cash for the fair value of your shares of Company Stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery, in lieu of the consideration you would otherwise be entitled to pursuant to the Merger Agreement, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. These rights are known as appraisal rights. Stockholders and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

This section is intended as a brief summary of the material provisions of Delaware law pertaining to appraisal rights. The following discussion, however, is not a complete summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. All references in Section 262 of the DGCL and in this summary to “stockholder” (and all references in this summary to “holder”) are to the record holder of the shares of Company Stock immediately prior to the Effective Time as to which appraisal rights are asserted. All references within Section 262 of the DGCL and this summary to “beneficial owner” mean the beneficial owner of shares of Company Stock held either in voting trust or by a nominee on behalf of such person. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Paycor stockholder or beneficial owner should exercise its right to seek appraisal under Section 262 of the DGCL. In view of the complexity of the provisions of Section 262 of the DGCL, stockholders and beneficial owners wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

If the Merger is consummated, subject to certain exceptions specified in Section 262 of the DGCL and summarized below, holders and beneficial owners of shares of Company Stock who: (a) submit a proper written demand for appraisal of such shares to Paycor; (b) hold or beneficially owns such shares on the date of the making of such demand and continuously remain the record holders or beneficial owners, as the case may be, of such shares through the Effective Time; (c) otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL; and (d) do not thereafter withdraw his, her or its demand for appraisal of such shares will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger instead of the Merger Consideration. Any such Paycor stockholder or beneficial owner awarded “fair value” for the holder’s shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Merger Consideration. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as, that which Paycor stockholders will receive pursuant to the Merger Agreement.

When a merger agreement is approved by written consent without a meeting pursuant to Section 228 of the DGCL, as is the case with the Merger Agreement, Section 262 requires that either a constituent corporation before, or the Surviving Corporation within ten days after, the effective date of the merger notify each of its stockholders who is entitled to appraisal rights that appraisal rights are so available and must include in each such notice a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. Such notice, if given on or after the effective date of the merger, must also notify the stockholders of the effective date of the merger.

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This information statement constitutes our notice to Paycor’s stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL and a copy of the applicable statutory provisions is accessible at the following publicly available website without subscription or cost: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Stockholders or beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Paycor unless certain stock ownership conditions are satisfied by the Paycor stockholders and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, stockholders and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. A Paycor stockholder who loses his, her, their or its appraisal rights will be entitled to receive the Merger Consideration pursuant to and in accordance with the Merger Agreement.

How to Exercise and Perfect Your Appraisal Rights

If you are a Paycor stockholder or beneficial owner and wish to exercise the right to seek an appraisal of your shares of Company Stock, you must satisfy each of the following conditions:

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration pursuant to the terms of the Merger Agreement, but you will have no appraisal rights with respect to your shares of Company Stock.

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In addition, because the Company Stock is listed on a national securities exchange and is expected to continue to be listed on such exchange immediately prior to the consummation of the Merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders and beneficial owners of shares of Company Stock who are otherwise entitled to appraisal rights, unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Company Stock eligible for appraisal or (b) the value of the consideration provided in the Merger for such total number of shares entitled to appraisal exceeds $1 million. We refer to conditions (a) and (b) as the “ownership thresholds.” At least one of the ownership thresholds must be met in order for Paycor stockholders to be entitled to seek appraisal with respect to such shares of Company Stock.

Who May Exercise Appraisal Rights

A demand for appraisal must be executed by or on behalf of the stockholder of record or beneficial owner of the shares. The demand should set forth, fully and correctly, the name of the stockholder holding the shares in record name as it appears on the stock certificates (or in the stock ledger). The demand must reasonably inform Paycor of the identity of the record holder, or beneficial owner, as applicable, holding the shares for which appraisal is demanded and that the stockholder or beneficial owner intends to demand appraisal of his, her or its shares of Company Stock. In addition, if a demand is made by a beneficial owner, the demand must (a) reasonably identify the holder of record of the shares for which the demand is made, (b) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and the office of Register in Chancery and to be set forth on the verified list required by Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of Company Stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares of Company Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Company Stock as to which appraisal is sought. Where no number of shares of Company Stock is expressly mentioned, the demand will be presumed to cover all shares of Company Stock held in the name of the holder of record or beneficially owned by the beneficial owner.

If you own shares of Company Stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, the demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the holder or holders of record and expressly disclose the fact that, in exercising the demand, such person is acting as an agent.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Paycor HCM, Inc.

4811 Montgomery Road

Cincinnati, Ohio 45212

Attention: Chief Legal Officer

Surviving Corporation’s Actions After Completion of the Merger

If the Merger is consummated, the Surviving Corporation will give written notice of the Effective Time within ten days after the Effective Time to all of the Paycor stockholders and beneficial owners that are entitled to appraisal rights; provided, however, that if such notice is sent more than twenty days following the sending of this information statement, such notice need only be sent to each holder and beneficial owner who is entitled to appraisal rights and who has demanded appraisal of his, her or its shares of Company Stock in accordance with Section 262 of the DGCL. At any time within sixty days after the Effective Time, any person entitled to appraisal

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rights who did not commence an appraisal proceeding or join in such a proceeding as a named party will have the right to withdraw such person’s demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of Company Stock. In addition, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder or beneficial owner without the approval of the Delaware Court of Chancery, which approval may be conditioned on the terms the Delaware Court of Chancery deems just (including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made with respect to the allocation of the expenses of the proceeding); provided, however, that this will not affect the right of any Paycor stockholder or beneficial owner that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s or beneficial owner’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within sixty days after the Effective Time. Within 120 days after the Effective Time, either a record holder or a beneficial owner of Company Stock, provided such person has complied with the requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights, or the Surviving Corporation may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder or beneficial owner, demanding an appraisal of the fair value of the shares of Company Stock held by all persons who have properly demanded appraisal. The Surviving Corporation is under no obligation to file an appraisal petition and has no present intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. If, within 120 days after the Effective Time, no petition has been filed as provided in Section 262 of the DGCL, all rights to appraisal will cease and any person who previously demanded appraisal will become entitled only to the Merger Consideration, in accordance with and pursuant to the terms of the Merger Agreement.

Within 120 days after the Effective Time, any stockholder or beneficial owner who has complied with the provisions of Section 262 of the DGCL will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Company Stock with respect to which Paycor has received demands for appraisal, and the aggregate number of holders or beneficial owners holding or owning those shares (for which purpose the record holder of shares held by a beneficial owner who has made a demand for appraisal shall not be considered a separate stockholder holding such shares). The Surviving Corporation must give this statement to you within the later of (a) ten days after receipt by the Surviving Corporation of the request therefor or (b) ten days after expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is duly filed by you or another holder of record or beneficial owner of Company Stock who has properly exercised his, her or its appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will then be obligated, within twenty days after receiving service of a copy of the petition, to file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all holders and beneficial owners who have demanded appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the Surviving Corporation. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed, by registered or certified mail, to the Surviving Corporation and all persons shown on the verified list at the addresses stated therein. The costs of these notices are borne by the Surviving Corporation. After notice to persons who demanded appraisal of their shares of Company Stock as may be required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal thereunder. The Delaware Court of Chancery will then determine which stockholders and beneficial owners are entitled to appraisal rights and may require the persons demanding appraisal for their shares represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the Delaware Court of Chancery may dismiss the proceedings as to any such person who fails to comply with this direction. The Delaware Court of Chancery will also dismiss proceedings as to all Paycor stockholders and beneficial owners if neither of the ownership thresholds described above is met. Where proceedings are not

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dismissed or the demand for appraisal is not successfully withdrawn, the appraisal proceeding will be conducted as to the shares of Company Stock for which the applicable stockholders and beneficial owners thereof are entitled to appraisal, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of such shares of Company Stock at the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, the Surviving Corporation has the right, at any point prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person entitled to appraisal. Notwithstanding the foregoing or anything herein to the contrary, if the Surviving Corporation makes a voluntary cash payment at any time before the entry of judgment in the appraisal proceeding pursuant to subsection (h) of Section 262 of the DGCL, interest will accrue thereafter only on the sum of (a) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (b) interest accrued on the amount of the voluntary cash payment before such payment was made, unless such interest was paid at the time the voluntary cash payment is made. Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, less any amounts already paid in a voluntary cash payment, with interest thereon, if any, to the persons entitled to receive the same. Payment shall be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.”

The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which were known, or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has recently indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining fair value and that absent deficiencies in the sale process the transaction price may be given “considerable weight.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

You should be aware that the fair value of your shares of Company Stock as determined under Section 262 of the DGCL could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Merger Agreement and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL.

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Moreover, neither Paycor nor Parent anticipates offering more than the Merger Consideration to any Paycor stockholder or beneficial owner exercising appraisal rights and reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Company Stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If no party files a petition for appraisal within 120 days after the Effective Time or if neither of the ownership thresholds above has been satisfied in respect of such shares, then all Paycor stockholders and beneficial owners will lose the right to an appraisal and will instead receive the Merger Consideration described in the Merger Agreement, in accordance with and pursuant to the terms thereof.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may tax those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. Upon application of any person whose name appears on the verified list filed by the Surviving Corporation who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Company Stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. In the absence of such an order, each party to the appraisal proceeding bears its own expenses of its attorneys and experts.

If you have duly demanded appraisal in compliance with Section 262 of the DGCL you may not, on or after the Effective Time, vote the shares subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of Company Stock as of a record date prior to the Effective Time.

If a person who has made a demand for an appraisal in accordance with Section 262 shall deliver to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares of Company Stock in accordance with subsection (e) of Section 262, either within sixty days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal of such shares subject to the withdrawal will cease. Notwithstanding the foregoing, an appraisal proceeding in the Delaware Court of Chancery shall not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262; provided, however, that any person who has not commenced an appraisal proceeding or joined such proceeding as a named party may withdraw such person’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within sixty days after the Effective Time. If you fail to perfect, successfully withdraw your demand for appraisal, or lose the appraisal right, your shares of Company Stock will be converted into the right to receive the Merger Consideration, in accordance with and pursuant to the Merger Agreement without interest thereon.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights will result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of Company Stock in accordance with the Merger Agreement without interest. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Paycor stockholder or beneficial owner and are considering exercising your appraisal rights under the DGCL, you are urged to consult your own legal and financial advisor.

Holders and beneficial owners of Company Stock considering seeking to exercise their appraisal rights should be aware that the fair value of their shares of Company Stock as determined under Section 262 could be more than, the same as or less than the consideration they would receive pursuant to

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the Merger if they did not seek appraisal of their shares of Company Stock. Failure to comply strictly with all of the procedures set forth in Section 262 will result in a loss of statutory appraisal rights. The process of demanding and exercising appraisal rights requires compliance with the prerequisites of Section 262 of the DGCL.

Consequently, and in view of the complexity of the provisions of Section 262, if you wish to exercise your appraisal rights, you are urged to consult with your own legal and financial advisors in connection with compliance under Section 262 of the DGCL. To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, the DGCL will govern.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of Company Stock as of January 29, 2025 for:

The numbers of shares of Company Stock beneficially owned and percentages of beneficial ownership are based on 181,771,948 shares of Company Stock outstanding as of January 29, 2025.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within sixty days. Company Stock subject to options or RSUs that are currently exercisable or that will be exercisable or will vest within sixty days of January 29, 2025 are deemed to be outstanding and beneficially owned by the person holding the options or RSUs. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all Company Stock shown as beneficially owned by the stockholder.

Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Paycor HCM, Inc., 4811 Montgomery Road, Cincinnati, Ohio 45212.

* Indicates less than 1%

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC. These reports contain additional information about Paycor. Paycor’s filings with the SEC are available to the public free of charge on the SEC’s website at www.sec.gov. Those filings are also accessible to the public for free through the “Financial Info—SEC Filings” section of Paycor’s investor relations website at https://investors.paycor.com. The information provided on or accessible through our corporate website is not incorporated by reference into and is not part of this information statement, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC.

The SEC allows Paycor to “incorporate by reference” information that it files with the SEC in other documents into this information statement. This means that Paycor may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this information statement. This information statement and the information that Paycor files later with the SEC may update and supersede the information incorporated by reference. Such updated and superseded information will not, except as so modified or superseded, constitute part of this information statement.

Paycor incorporates by reference in this information statement each document it files under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this information statement and before the Effective Time. Paycor also incorporates by reference in this information statement the following documents filed by it with the SEC under the Exchange Act:

Paycor undertakes to provide without charge to each person to whom a copy of this information statement has been delivered, upon written or oral request, by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any or all of the documents incorporated by reference in this information statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this information statement incorporates. You may request a copy of these filings by writing to us at:

Investor Relations

4811 Montgomery Road

Cincinnati, Ohio 45212

e-mail: IR@paycor.com

Parent and Merger Sub have supplied, and Paycor has not independently verified, the information in this information statement relating to Parent and Merger Sub.

Stockholders should not rely on information that purports to be made by or on behalf of Paycor other than that contained in or incorporated by reference in this information statement. Paycor has not authorized anyone to provide information on behalf of Paycor that is different from that contained in this information statement. This information statement is dated   . No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the contrary.

87

Annex A

Execution Version

AGREEMENT AND PLAN OF MERGER

dated as of

January 7, 2025

by and among

PAYCOR HCM, INC.,

PAYCHEX, INC.

and

SKYLINE MERGER SUB, INC.

TABLE OF CONTENTS

A-i

A-ii

A-iii

A-iv

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 7, 2025, by and among Paycor HCM, Inc., a Delaware corporation (the “Company”), Paychex, Inc., a Delaware corporation (“Parent”), and Skyline Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). The Company, Parent and Merger Sub are referred to herein as the “Parties” and each, a “Party.”

W I T N E S S E T H :

WHEREAS, the respective Boards of Directors of the Company and Merger Sub have unanimously approved the execution of this Agreement and the transactions contemplated hereby and declared it advisable that the respective stockholders of the Company and Merger Sub approve and adopt this Agreement pursuant to which, among other things, Parent would acquire the Company by means of a merger of Merger Sub with and into the Company, with the Company surviving the merger, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors of Parent has approved the execution of this Agreement and the transactions contemplated hereby;

WHEREAS, Paychex Holdings, LLC, as the sole stockholder of Merger Sub and direct Subsidiary of Parent, has duly executed and delivered to Merger Sub pursuant to Section 228 of Delaware Law a written consent approving and adopting this Agreement and the transactions contemplated hereby (the “Parent Consent”), which Parent Consent will by its terms be effective immediately following the execution of this Agreement by Merger Sub; and

WHEREAS, prior to or concurrently with the execution and delivery of this Agreement, and as inducement and condition to Parent’s willingness to enter into this Agreement, the Company has entered into, or has caused one of its Subsidiaries (as defined in this Agreement) to enter into, agreements with certain employees of the Company relating to their employment or other service with, and covenants for the benefit of, the Company or such Subsidiary following the Closing (as defined in this Agreement).

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) As used herein, the following terms have the following meanings:

“1933 Act” means the Securities Act of 1933.

“1934 Act” means the Securities Exchange Act of 1934.

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any Third Party indication of interest in, (a) any acquisition or purchase, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party’s beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets,

individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, or (d) any combination of the foregoing.

“Affiliate” means, with respect to any Person, any other Person who, as of the relevant time for which the determination of affiliation is being made, directly or indirectly controls, is controlled by or is under common control with such Person; provided that neither the Majority Stockholder nor any of its Affiliates shall be deemed Affiliates of the Company or any of its Subsidiaries (or vice versa).

“Applicable Data Protection Requirements” means all (a) Applicable Laws relating to data privacy, data protection, cybersecurity or the processing of Personal Information, including, to the extent applicable, the California Consumer Privacy Act of 2018, the EU 2016/679 General Data Protection Regulation and the UK Data Protection Act of 2018, and (b) public-facing policies and procedures, binding industry standards, and restrictions and requirements contained in any Contract to which the Company or any of its Subsidiaries is bound, in each case, under this clause (b), relating to data privacy, data protection, cybersecurity or the processing of Personal Information.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.

“Code” means the Internal Revenue Code of 1986.

“Company Award” means a Company Stock Option, Company RSU, Company PSU or Company Restricted Stock Award.

“Company Award Conversion Ratio” means the quotient obtained by dividing (a) the Merger Consideration by (b) the average volume weighted average price per ordinary share of Parent Stock for the 30 consecutive trading day period ending on the last trading day preceding the Effective Time.

“Company Balance Sheet” means the unaudited condensed consolidated balance sheet of the Company as of the Company Balance Sheet Date and the footnotes thereto set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024.

“Company Balance Sheet Date” means September 30, 2024.

“Company Director RSU” means a Company RSU which, as of immediately prior to the Effective Time, is held by a non-employee member of the Company Board of Directors.

“Company Disclosure Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Sub.

“Company ESPP” means the Company’s 2021 Employee Stock Purchase Plan, as amended from time to time.

“Company Executive Change in Control Severance Plan” means the Company’s Executive Change in Control Severance Plan, as amended from time to time.

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“Company Material Adverse Effect” means any event, change, development, circumstance, condition or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, excluding any event, change, development, circumstance, condition or effect to the extent directly or indirectly resulting from (a) changes after the date hereof in GAAP or in the interpretation thereof or in accounting requirements applicable to the industries in which the Company and its Subsidiaries operate, (b) changes in the financial, securities, currency, international trade, capital, debt or credit markets, in interest, currency or exchange rates, or in general economic, political or regulatory conditions globally or in any jurisdiction in which the Company and its Subsidiaries operate, including any Governmental Authority shutdown, (c) changes (including changes of Applicable Law after the date hereof or the enforcement thereof) or developments generally affecting the industries in which the Company and its Subsidiaries operate or in the jurisdiction or geographical area in which the Company or any of its Subsidiaries conducts business, (d) acts of God, disasters (including hurricanes, tornadoes, floods, fires, explosions, earthquakes and weather-related events), terrorism, armed hostilities, sabotage, war, curfews, riots, demonstrations, public disorders, cyberattack, cyberterrorism or military actions, including any escalation or worsening thereof, (e) any epidemic, pandemic or disease outbreak, or any quarantine restrictions required by any Governmental Authority in response to the foregoing, including any escalation or worsening thereof, (f) any failure to meet any internal projections, forecasts or predictions in respect of financial performance (it being understood that any underlying facts giving rise or contributing to such failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect), (g) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries at the written request of Parent or Merger Sub, or any action taken by the Company or any of its Subsidiaries that is expressly required by this Agreement, (h) any change in the price or trading volume of the Company Stock on NASDAQ or any other market in which such securities are quoted for purchase and sale (it being understood that any underlying facts giving rise or contributing to such failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect), (i) any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” affecting the industries in which the Company and its Subsidiaries operate or (j) any breach by Parent or Merger Sub of this Agreement, except, in the case of the foregoing clauses (a), (b), (c), (d), (e) and (i), to the extent any such event, change, development, circumstance, condition or effect has a disproportionate and adverse effect on the Company and its Subsidiaries, taken as a whole, relative to the adverse effect such event, change, development, circumstance, condition or effect has on other participants in the industry or industries in which the Company and its Subsidiaries operate (in which case only the incremental adverse effect or effects may be taken into account in determining whether there has been a Company Material Adverse Effect).

“Company PSU” means each restricted stock unit with respect to shares of Company Stock granted and outstanding under the Company 2021 Plan, to the extent subject to vesting conditions based in whole or in part on performance goals.

“Company Restricted Stock Award” means each award of restricted shares of Company Stock granted and outstanding under the Company 2021 Plan, to the extent subject to service-based vesting conditions.

“Company RSU” means each restricted stock unit with respect to shares of Company Stock granted and outstanding under the Company 2021 Plan, to the extent subject to service-based vesting conditions.

“Company Serbia Phantom Award” means each outstanding award of Company Stock equivalents granted to Company employees located in Serbia.

“Company Stock” means the common stock, $0.001 par value, of the Company.

“Company Stock Option” means each option to purchase shares of Company Stock granted and outstanding under the Company 2021 Plan.

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“Company 10-K” means the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2024.

“Company 2019 Plan” means the 2019 Paycor Equity Incentive Plan, as amended from time to time.

“Company 2021 Plan” means the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as amended from time to time.

“Confidentiality Agreement” means the amended and restated mutual confidentiality agreement, dated as of October 21, 2024, between Parent and the Company.

“Contract” means any written or oral agreement, contract, subcontract, lease, understanding, arrangement, settlement, instrument, note, bond, indenture, option, warranty, purchase order, license, sublicense, insurance policy or benefit plan, in each case, which is legally binding.

“Credit Agreement” means that certain Credit Agreement, dated as of June 11, 2021, by and among Pride Guarantor, Inc., the Company, the lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent, as amended from time to time.

“Debt Financing Sources” shall mean the agents, arrangers, lenders and other entities that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Debt Financing in connection with the transactions contemplated hereby, including the parties to any joinder agreements, indentures or credit agreements entered into in connection therewith, together with their respective affiliates and their and their respective affiliates’ officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns.

“Delaware Law” means the General Corporation Law of the State of Delaware.

“Employee Plan” means any “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, individual consulting, severance, change in control, retention, transaction bonus or similar contract, practice, plan, agreement, arrangement or policy and each other contract, practice, plan, agreement, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, profits interest, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, retirement, post-retirement, life, sick leave or disability insurance (including any self-insured arrangements), health or medical benefits (including medical, dental, vision, prescription or fringe benefits), perquisite, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, relocation, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any of its Subsidiaries and covers any employee or former employee of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, in each case whether or not written, other than (a) any contract, practice, plan, agreement, arrangement or policy maintained or sponsored by any Governmental Authority or mandated by Applicable Law, or (b) any plan that the Company or any Subsidiaries may maintain or administer on behalf of any customer in the ordinary course of business. For the avoidance of doubt, the Company 2019 Plan shall not constitute an Employee Plan.

“Environmental Laws” means any Applicable Laws in effect on or prior to the Closing Date, relating to human health and safety (to the extent relating to exposure to Hazardous Substance), the protection of the environment or to the treatment, storage, disposal, transport, handling, emissions, discharges or releases of Hazardous Substances.

“Environmental Permits” means all permits, licenses, certificates, approvals and other similar authorizations of Governmental Authorities required by Environmental Laws for the operation of the business of the Company or any of its Subsidiaries as currently conducted.

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“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” of any entity means any other entity that, together with such entity, would be treated as a single employer under Section 414 of the Code.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“Hazardous Substance” means any pollutant, contaminant or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, in each case, that is regulated under any Environmental Law because of its dangerous or deleterious properties or characteristics.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Intellectual Property Rights” means any and all intellectual property and similar proprietary rights in any jurisdiction throughout the world, including all (a) trademarks, service marks, brand names, certification marks, trade dress, domain names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application, (b) inventions and discoveries, whether patentable or not, in any jurisdiction, patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction, (c) Trade Secrets, (d) all copyright rights and other proprietary rights in original works of authorship, whether registered or not, and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof, (e) rights in Software and (f) rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

“IT Assets” means any and all computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation owned by the Company or its Subsidiaries or licensed or leased by the Company or its Subsidiaries pursuant to written agreement.

“knowledge of the Company” means the actual knowledge, following due inquiry, of the individuals listed on Section 1.01(a)(i) of the Company Disclosure Schedule.

“Legal Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative, regulatory or appellate proceeding), hearing, claim, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before any court or other Governmental Authority or any arbitrator or arbitration panel, in law or in equity.

“Licensed Intellectual Property Rights” means any and all means any and all Intellectual Property Rights owned by a third party and licensed or sublicensed (or purported to be licensed or sublicensed) to the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

“Lien” means, with respect to any property or asset, any mortgage, lien, license, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

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“Majority Stockholder” means Pride Aggregator, LP, a Delaware limited partnership.

“Money Transmission Laws” means U.S. state laws regulating and requiring licensing for engaging in the business of receiving money for transmission (including the payment of bills), the sale or issuance of stored value or payment instruments, check cashing and other similar activities.

“NASDAQ” means The NASDAQ Stock Market LLC (Nasdaq Global Select Market).

“Option Exercise Price” means the exercise price per share of Company Stock underlying a Company Stock Option.