SUMO Sumo Logic Inc

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You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement, or other delay thereof, as the “special meeting”) of Sumo Logic, Inc. (which we refer to as “Sumo Logic”). The special meeting will be held on [•], 2023, at [•], Pacific time. You may attend the special meeting via a live interactive webcast on the internet at [•]. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication, and cost savings for Sumo Logic’s stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated February 9, 2023 (which we refer to as the “merger agreement”), between Serrano Parent, LLC, a Delaware limited liability company (which we refer to as “Parent”), Serrano Merger Sub, Inc., a Delaware corporation (which we refer to as “Merger Sub”) and Sumo Logic. Parent and Merger Sub are affiliates of Francisco Partners Management, L.P. (which we refer to as “Francisco Partners”), a leading global investment firm that specializes in partnering with technology businesses. We refer to the merger of Merger Sub (a wholly owned subsidiary of Parent) with and into Sumo Logic as the “merger.” At the special meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sumo Logic to its named executive officers in connection with the merger; and a proposal for the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $12.05 in cash, subject to any applicable withholding taxes, for each share of Sumo Logic common stock that you own (unless you have properly exercised your appraisal rights). This amount represents a premium of approximately 57 percent to Sumo Logic’s unaffected closing stock price on January 20, 2023, the last full trading day prior to media reports regarding a possible acquisition of Sumo Logic.

Sumo Logic’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that the merger agreement, and the other transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Sumo Logic and its stockholders; and (2) adopted and approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement in all respects.

Sumo Logic’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; (2) “FOR” the compensation that will or may become payable by Sumo Logic to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement, and the merger, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of Sumo Logic’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date, and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the

internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker, or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker, or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

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

 

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

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

On behalf of Sumo Logic’s Board of Directors, thank you for your support.

The accompanying proxy statement is dated [•], 2023, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [•], 2023.

 

internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker, or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker, or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

 

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker, or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker, or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker, or other nominee, you must obtain a “legal proxy” from the bank, broker, or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the internet or by telephone; or (3) vote by virtual ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting, or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact Sumo Logic’s proxy solicitor:

 

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

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

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement, and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting, and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of Sumo Logic common stock without attending the special meeting and to ensure that your shares of Sumo Logic common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

and (6) not extend the current purchase period. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP, and no further rights will be granted or exercised under the ESPP after such termination.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker, or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the voting power of the shares of Sumo Logic common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger, or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker, or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will have the same effect as a vote “AGAINST” these proposals.

Then, even if you expect to attend the special meeting, please sign, date, and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker, or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

In specified circumstances in which the merger agreement is terminated, Sumo Logic has agreed to pay Parent (or its designee) a termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Remedies.”

Accordingly, if the merger agreement is adopted by Sumo Logic’s stockholders and the merger is consummated, the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger will or may be paid to Sumo Logic’s named executive officers even if Sumo Logic’s stockholders do not approve such compensation.

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

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Sumo Logic common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of Sumo Logic common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Sumo Logic common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting instruction form provided by your bank, broker, or other nominee, or, if such a service is provided by your bank, broker, or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker, or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker, or nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker, or other nominee giving you the right to vote your shares at the special meeting.

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

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Sumo Logic Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

appropriate cash payment for the shares of Sumo Logic common stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card.

If you hold your shares of Sumo Logic common stock in book-entry form, you will not receive a letter of transmittal. Instead, the payment agent will pay you the appropriate portion of the merger consideration upon receipt of a customary “agent’s message” and any other items specified by the payment agent.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

A Non-U.S. holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Sumo Logic common stock for cash in the merger unless such Non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Because particular circumstances may differ, we recommend that you consult your tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and

any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. This discussion is provided for general information only and does not constitute legal advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

Sumo Logic and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on February 23, 2023. The applicable waiting period under the HSR Act is scheduled to expire at 11:59 p.m., Eastern time on March 27, 2023.

In addition, Parent, in coordination and consultation with Sumo Logic, submitted the specified foreign direct investment filings on or prior to March 1, 2023.

in the merger that are different from, or in addition to, the interests of Sumo Logic’s stockholders generally. In: (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement; and (3) unanimously recommending that the merger agreement be adopted by Sumo Logic’s stockholders, the Sumo Logic Board was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “The Merger—Interests of Sumo Logic’s Directors and Executive Officers in the Merger.”

 

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

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

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other written statements made or to be made by us or on Sumo Logic’s behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to Sumo Logic’s strategy, goals, future focus areas, and the value of the proposed transaction to Sumo Logic’s stockholders. These forward-looking statements are based on Sumo Logic’s management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or similar expressions and the negatives of those terms. These forward-looking statements involve risks and uncertainties, including statements regarding: the merger, including the expected timing of the closing of the merger; considerations taken into account by the Sumo Logic Board in approving the merger; and expectations for Sumo Logic following the closing of the merger.

If any of these risks or uncertainties materialize, or if any of Sumo Logic’s assumptions prove incorrect, Sumo Logic’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with:

All forward-looking statements contained or referred to in this proxy statement are based on information available to Sumo Logic as of the date of this proxy statement, and Sumo Logic does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by law. Sumo Logic expressly qualifies in their entirety all forward-looking statements attributable to either Sumo Logic or any person acting on Sumo Logic’s behalf by the cautionary statements contained or referred to in this proxy statement.

We will hold the special meeting on [•], 2023, at [•], Pacific time. You may attend the special meeting via a live interactive webcast on the internet at [•]. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication, and cost savings for Sumo Logic’s stockholders.

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger; and (3) adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The special meeting will begin at [•], Pacific time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at [•]. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Only Sumo Logic’s stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available for inspection by stockholders for any purpose germane to the special meeting at Sumo Logic’s corporate offices located at 855 Main Street, Suite 100, Redwood City, California 94063, during regular business hours for a period of ten days ending on the day before the date of the special meeting. You will need the control number included on your proxy card or otherwise provided by your bank, broker, or other nominee to access the stockholder list during the special meeting.

As of the record date, there were [•] shares of Sumo Logic common stock issued and outstanding and entitled to vote at the special meeting. Each share of Sumo Logic common stock issued and outstanding as of the close of business on the record date is entitled to one vote per share on each matter properly submitted for a vote at the special meeting.

The holders of a majority of the voting power of the capital stock of Sumo Logic issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Sumo Logic common stock as of the record date and entitled to vote on the proposal. Adoption of the merger agreement by Sumo Logic’s stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of the shares of Sumo Logic common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the voting power of the shares of Sumo Logic common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger; and (3) “AGAINST” any proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker, or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker, or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger; or (2) the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

As of the record date, Sumo Logic’s directors, in their capacities as stockholders of Sumo Logic, beneficially owned and were entitled to vote, in the aggregate, [•] shares of Sumo Logic common stock, representing approximately [•] percent of the number of issued and outstanding shares of Sumo Logic common stock as of the record date.

As of the date of this proxy statement, Sumo Logic has not been informed that any of Sumo Logic’s directors intend to vote all of their shares of Sumo Logic common stock other than: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Sumo Logic to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Subject to certain exceptions, all of these individuals are contractually obligated to vote in favor of the adoption of the merger agreement pursuant to the terms and conditions of certain voting agreements entered into as of the date of the merger agreement. For more information, see the section of this proxy statement captioned “The Merger—The Voting Agreements.”

If your shares are registered in your name with Sumo Logic’s transfer agent, American Stock Transfer & Trust Company, LLC, you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” adoption of the merger agreement;

(2) “FOR” the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting instruction form provided by your bank, broker, or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker, or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker, or other nominee, you may vote over the internet or telephone through your bank, broker, or other nominee by following the instructions on the voting instruction form provided by your bank, broker, or other nominee. If you do not (1) return your bank’s, broker’s, or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker, or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker, or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposals (A) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger; or (B) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

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

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Sumo Logic common stock in “street name” through a bank, broker, or other nominee, you should contact your bank, broker, or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker, or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement, or other delay of the special meeting, including for the purpose of soliciting additional proxies, will allow Sumo Logic’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, postponed or delayed.

The Sumo Logic Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Sumo Logic Board and Reasons for the Merger,” has unanimously: (1) determined that the merger agreement, and the other transactions contemplated by the merger agreement, including the merger are advisable, fair to and in the best interests of Sumo Logic and its stockholders; and (2) adopted and approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement in all respects.

The Sumo Logic Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; (2) “FOR” the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In addition to the proposals to (1) adopt the merger agreement; and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sumo Logic to Sumo Logic’s named executive officers in connection with the merger, Sumo Logic’s stockholders are also being asked to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. If a quorum is not present, the chairperson of the special meeting or the stockholders entitled to vote at the special meeting, present in person or represented by proxy, may adjourn the special meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson may also adjourn the meeting to another place, if any, date or time, even if a quorum is present. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, Sumo Logic’s stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

The expense of soliciting proxies will be borne by Sumo Logic. We have retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $40,000, plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on Sumo Logic’s behalf. In addition, we may reimburse banks, brokers, and other nominees representing beneficial owners of shares of Sumo Logic’s common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by Sumo Logic’s directors, officers, and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

We currently expect to complete the merger in the second calendar quarter of 2023. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of Sumo Logic’s control.

If the merger is consummated, Sumo Logic’s stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold their shares through the effective time of the merger; (3) properly perfect appraisal of their shares; (4) meet certain other conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Sumo Logic common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective time of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise appraisal rights, the stockholder of record or a beneficial owner must (1) submit a written demand for appraisal to Sumo Logic before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of Sumo Logic common stock through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Sumo Logic unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 of the DGCL available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. If you hold your shares of Sumo Logic common stock through a bank, broker, or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker, or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker, or other nominee.

If you have any questions concerning the merger, the special meeting, or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of Sumo Logic common stock, please contact Sumo Logic’s proxy solicitor at:

 

Innisfree M&A Incorporated

501 Madison Avenue, 20^th floor

New York, New York 10022

Stockholders may call toll free: (877) 750-8240

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

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Sumo Logic, Inc.

Sumo Logic empowers the people who power modern, digital businesses. Sumo Logic’s mission is to be the leading software-as-a-service analytics platform for reliable and secure cloud-native applications. With its platform, Sumo Logic helps customers ensure application reliability, secure and protect against modern security threats, and gain insights into their cloud infrastructure. Sumo Logic’s multi-tenant, cloud-native platform provides powerful, real-time, machine data analytics and insights across observability and security solutions.

Sumo Logic common stock is listed on the Nasdaq under the symbol “SUMO.”

Serrano Parent, LLC

Parent was formed on February 3, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Serrano Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed on February 3, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and Sumo Logic will continue as the surviving corporation.

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Sumo Logic; (2) the separate corporate existence of Merger Sub will cease; and (3) Sumo Logic will continue as the surviving corporation of the merger and a wholly owned subsidiary of Parent.

As a result of the merger, Sumo Logic will cease to be a publicly traded company, Sumo Logic common stock will be delisted from the Nasdaq and deregistered under the Exchange Act and Sumo Logic will no longer file periodic reports with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

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

If the merger agreement is not adopted by Sumo Logic’s stockholders, or if the merger is not completed for any other reason, Sumo Logic’s stockholders will not receive any payment for their shares of Sumo Logic common stock in

connection with the merger. Instead, (1) Sumo Logic will remain an independent public company; (2) Sumo Logic common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (A) Sumo Logic’s management will continue to operate the business as it is currently being operated; and (B) Sumo Logic’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Sumo Logic operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, there can be no assurance as to the price at which Sumo Logic common stock may trade, and the price of Sumo Logic common stock could decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of Sumo Logic common stock. If the merger is not completed, the Sumo Logic Board will continue to evaluate and review, among other things, Sumo Logic’s business, operations, strategic direction, and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by Sumo Logic’s stockholders or if the merger is not completed for any other reason, Sumo Logic’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, Sumo Logic has agreed to pay Parent (or its designee) the applicable termination fee.

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger:

At or prior to the closing, Parent will deposit (or cause to be deposited) with the payment agent an amount of cash that is sufficient in the aggregate to pay the aggregate per share price. Once a stockholder has provided the payment agent with his, her, or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message with respect to book-entry shares, appropriate letter of transmittal and other items specified by the payment agent, then the payment agent will pay the stockholder his, her, or its applicable portion of the aggregate per share price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of Sumo Logic’s stockholders will have the right to receive the per share price for each share of Sumo Logic common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as a Sumo Logic stockholder (except that Sumo Logic’s stockholders holding shares with respect to which an appropriate person has properly and validly exercised and perfected, and has not validly withdrawn or otherwise lost their appraisal

rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described below in the section of this proxy statement captioned “—Appraisal Rights”).

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Sumo Logic Board, its committees, its representatives or other parties.

The Sumo Logic Board regularly evaluates Sumo Logic’s strategic direction and ongoing business plans with a view toward strengthening Sumo Logic’s business and enhancing stockholder value. As part of this evaluation, the Sumo Logic Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, Sumo Logic’s current business plan, with Sumo Logic remaining an independent entity; (2) potential expansion opportunities through acquisitions, partnerships or other commercial relationships; (3) various capital raising alternatives; and (4) other financial and strategic alternatives, including the sale of Sumo Logic.

In September 2020, Sumo Logic completed its initial public offering at a price of $22.00 per share of Sumo Logic common stock. Following its initial public offering, Sumo Logic experienced a variety of challenges to executing on its strategic plan, which challenges continued into the second half of 2022. These challenges contributed to volatility in the trading price of Sumo Logic common stock. By early June 2022, Sumo Logic common stock had declined to approximately $8.00 per share from a high of approximately $40.00 per share in February 2021. In addition, by June 2022, the Sumo Logic Board had heard from several Sumo Logic stockholders regarding their concerns with Sumo Logic’s stock price, growth, path to profitability and strategy.

On June 3, 2022, representatives of Francisco Partners contacted Charles Robel, Sumo Logic’s lead independent director, to request a meeting. The representatives of Francisco Partners did not specify the subject matter for the requested meeting.

On June 6, 2022, and prior to any meeting with Mr. Robel, representatives of Francisco Partners informed Mr. Robel that Francisco Partners would be submitting a proposal to acquire Sumo Logic. Later that day, Francisco Partners provided Sumo Logic with a non-binding proposal to acquire Sumo Logic for $11.00 in cash per share of Sumo Logic common stock (which proposal is referred to as the “June proposal”).

On June 8, 2022, the Sumo Logic Board met, with members of Sumo Logic management and representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Sumo Logic’s outside legal advisor (which is referred to as “Wilson Sonsini”), in attendance. The representatives of Wilson Sonsini reviewed with the members of the Sumo Logic Board their fiduciary duties. Ramin Sayar, Sumo Logic’s president and chief executive officer, reviewed the June proposal. The Sumo Logic Board determined that the June proposal was credible and merited further consideration and, for convenience and efficiency, delegated authority to its Audit Committee to work with Wilson Sonsini and Sumo Logic’s other advisors, as well as Sumo Logic management, to further analyze the June proposal.

Following this meeting, the Audit Committee and the Sumo Logic Board each met on multiple occasions to evaluate the June proposal with the assistance of Wilson Sonsini and an investment bank (which, for purposes of clarity, was not Morgan Stanley). At the conclusion of this process, the Sumo Logic Board determined that the June proposal was not at a compelling valuation. The Sumo Logic Board also noted its belief in the strength of Sumo Logic’s prospects as an independent public company and expectation that investors would react positively to Sumo Logic’s (1) financial results for the remainder of its 2023 fiscal year; and (2) upcoming investor day, during which Sumo Logic management would provide additional details on the company’s business and financial plan, path to profitability and strategic vision.

On July 12, 2022, Mr. Robel met with representatives of Francisco Partners. The representatives of Francisco Partners requested an introductory meeting with Sumo Logic management. Mr. Robel stated that a meeting with Sumo Logic management was not warranted at that time. In addition, Mr. Robel informed Francisco Partners that the June proposal was not at a compelling valuation and that the Sumo Logic Board believed in the strength of Sumo Logic’s prospects as an independent public company.

On August 25, 2022, Sumo Logic announced earnings for the second quarter of its 2023 fiscal year. Sumo Logic exceeded the guidance that it had provided to the investment community with respect to Sumo Logic’s total revenue, non-GAAP operating margin and non-GAAP net loss per share for that quarter.

On September 20, 2022, Sumo Logic held its investor day, during which Sumo Logic management explained Sumo Logic’s business and financial plan, path to profitability and strategic vision.

By early October 2022, Sumo Logic common stock was trading at prices similar to that in June 2022.

On October 3, 2022, the Sumo Logic Board met, with members of Sumo Logic management and representatives of Wilson Sonsini in attendance. The Sumo Logic Board discussed investors’ feedback to the investor day. In an effort to ensure that Sumo Logic was appropriately prepared should any third party (including Francisco Partners) submit an acquisition proposal, the Sumo Logic Board determined to explore the possible retention of an investment bank to provide financial advice and perspective. The Sumo Logic Board also instructed Messrs. Robel and Sayar to meet with representatives of Francisco Partners to better understand the current state of Francisco Partners' objectives with respect to Sumo Logic.

In the days following the October 3, 2022, meeting of the Sumo Logic Board, Mr. Robel and Randy Gottfried, an independent Sumo Logic director and chair of the Audit Committee, contacted Morgan Stanley and another investment bank to assess their respective qualifications, independence and availability to assist Sumo Logic. Following discussions with these two investment banks, Mr. Robel and Mr. Gottfried determined to recommend that the Sumo Logic Board engage Morgan Stanley to provide assistance to Sumo Logic due to Morgan Stanley’s knowledge of Sumo Logic from its role as an underwriter in Sumo Logic’s initial public offering, as well as its qualifications, knowledge of the industry in which Sumo Logic operates and experience in advising similar companies in connection with potential strategic transactions. The other investment bank declined to explore an engagement by Sumo Logic due to its existing workload and inability to dedicate the appropriate resources to an engagement.

On October 10, 2022, Messrs. Robel and Sayar met with representatives of Francisco Partners. During the meeting, the representatives of Francisco Partners expressed their continued interest in acquiring Sumo Logic. Following the meeting, Mr. Robel updated the Sumo Logic Board on the discussion.

On October 14, 2022, representatives of a potential financial sponsor acquiror (which we refer to as “Sponsor A”) contacted Stewart Grierson, Sumo Logic’s chief financial officer. The representatives of Sponsor A expressed Sponsor A’s admiration for Sumo Logic and stated that Sponsor A had accumulated a position in Sumo Logic common stock through open market purchases. The representatives of Sponsor A also expressed Sponsor A’s interest in being included in any strategic review process that was undertaken by the Sumo Logic Board. At no point during the conversation did Sponsor A make a proposal to acquire Sumo Logic. In the light of Sponsor A’s status as a stockholder of Sumo Logic, the parties agreed to meet following Sumo Logic’s earnings release for the third quarter of its 2023 fiscal year; Sumo Logic regularly meets with investors in the ordinary course following earnings announcements. Promptly following the meeting, Mr. Grierson updated members of the Sumo Logic Board on the discussion.

On November 2, 2022, Francisco Partners provided Sumo Logic with a non-binding proposal to acquire Sumo Logic for $11.50 in cash per share of Sumo Logic common stock (which proposal is referred to as the “November proposal”). Shortly thereafter, representatives of Francisco Partners contacted Mr. Robel to request a meeting to discuss the November proposal.

On November 4, 2022, Mr. Robel met with representatives of a potential financial sponsor acquiror (which we refer to as “Sponsor B”) at Sponsor B’s request. Sponsor B was introduced to Mr. Robel by a Sumo Logic stockholder. During this meeting, the participants discussed, in general terms, Sponsor B’s business and strategy. A potential acquisition of Sumo Logic by Sponsor B was not discussed.

Also on November 4, 2022, the Sumo Logic Board met, with representatives of Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the members of the Sumo Logic Board their fiduciary duties. The Sumo Logic Board discussed the November proposal and Mr. Robel’s meeting with Sponsor B. The Sumo Logic Board determined that (1) the November proposal was credible and had the potential to lead to a transaction that would be attractive to Sumo Logic and its stockholders; and (2) it might be appropriate to commence, in the near future, a review of Sumo Logic’s strategic alternatives. In view of the potentially significant workload that could be involved in a review of strategic alternatives, the possibility that Sumo Logic management might need feedback and direction on relatively short notice, and the benefits, convenience and efficiency of having a subset of directors oversee any process of considering strategic alternatives, the Sumo Logic Board delegated authority to its Corporate Governance and Nominating Committee (which we refer to as the “Corporate Governance Committee”) to,

among other things, (1) oversee and assist Sumo Logic management and Sumo Logic’s advisors and consultants with respect to the exploration and evaluation of strategic alternatives; (2) explore, evaluate, consider, review and negotiate the terms and conditions of any transaction relating to any strategic alternative; and (3) if appropriate, recommend to the Sumo Logic Board what action, if any, should be taken by Sumo Logic with respect to any strategic alternative. The delegation of authority to the Corporate Governance Committee was for convenience and efficiency, and not to address any potential conflicts of interest. The Sumo Logic Board retained the exclusive power and authority to approve the entry into a definitive agreement relating to any strategic alternative, including a sale of Sumo Logic. It was also understood that the Sumo Logic Board would continue to have an active role in the consideration of strategic alternatives, and that the Corporate Governance Committee would update and seek input from the Sumo Logic Board as appropriate. The Sumo Logic Board did not provide for the payment of any additional compensation to the members of the Corporate Governance Committee in consideration of the expanded role of the committee (other than their ordinary course compensation as members of the Sumo Logic Board and such committee). The Sumo Logic Board also considered Morgan Stanley’s qualifications and independence and discussed engaging Morgan Stanley as Sumo Logic’s financial advisor. Morgan Stanley is well known to the Sumo Logic Board given Morgan Stanley’s role as an underwriter in Sumo Logic’s initial public offering, as well as Morgan Stanley’s qualifications, extensive expertise, international reputation, knowledge of the industry in which Sumo Logic operates and experience in advising similar companies in connection with potential strategic transactions. The Sumo Logic Board approved the engagement of Morgan Stanley as Sumo Logic’s financial advisor and instructed Mr. Gottfried to work with the Corporate Governance Committee to negotiate and enter into an appropriate engagement letter with Morgan Stanley. Following this meeting, Mr. Gottfried, together with the Corporate Governance Committee, negotiated the terms of an engagement letter with Morgan Stanley.

On November 8, 2022, the Corporate Governance Committee met, with representatives of Wilson Sonsini in attendance. It was the practice of the Corporate Governance Committee, at this and subsequent meetings, to invite Mr. Gottfried to attend the committee’s meetings in order to have the benefit of his perspective and expertise. The Corporate Governance Committee also had a practice of meeting in executive session without Sumo Logic management or representatives of Morgan Stanley during its meetings. The Corporate Governance Committee discussed the November proposal and various responses to this proposal, along with the terms of the engagement letter with Morgan Stanley.

On November 15, 2022, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley described the broad contours of a strategic review process that could be undertaken by Sumo Logic. The Corporate Governance Committee discussed the potential scope of such a strategic review process, including a preliminary list of counterparties that might have an interest in pursuing an acquisition of Sumo Logic, and the ability to finance and consummate an acquisition. Also considered were potential risks of a strategic review process, including potential public disclosures, management and employee disruption and distraction, and impacts on Sumo Logic’s business, and the increase in the likelihood of those risks if a wider private or public process was used relative to a process that was more targeted. In consideration of these risks, it was the consensus of the Corporate Governance Committee that Sumo Logic should pursue a targeted, private process focused on the potential strategic and financial acquirers most likely to have an interest in acquiring Sumo Logic and the capability to finance and consummate such an acquisition. The Corporate Governance Committee agreed that, as a first step in that process, representatives of Sumo Logic should meet with representatives of Francisco Partners to discuss the November proposal. In the days after this meeting, the Corporate Governance Committee reviewed and approved the final terms of an engagement letter with Morgan Stanley.

On November 16, 2022, Messrs. Gottfried, Grierson, Robel and Sayar met, at the direction of the Corporate Governance Committee, with representatives of Francisco Partners to discuss the November proposal.

On November 21, 2022, Sumo Logic entered into an engagement letter with Morgan Stanley.

On November 22, 2022, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Corporate Governance Committee discussed the November proposal and the contours of a strategic review process that could be undertaken by Sumo Logic, including a preliminary list of counterparties that might have an interest in pursuing an acquisition of Sumo Logic.

On November 29, 2022, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. Discussion continued regarding the contours of a strategic review process that could be undertaken by Sumo Logic, including a preliminary list of counterparties that might have an interest in pursuing an acquisition of Sumo Logic. The representatives of Morgan Stanley reviewed with the Corporate Governance Committee the terms of the November proposal from a financial point of view.

On December 1, 2022, representatives of a potential financial sponsor acquiror (which we refer to as “Sponsor C”), on an unsolicited basis, contacted Morgan Stanley and stated that Sponsor C would potentially be interested in pursuing an acquisition of Sumo Logic. Sponsor C did not make a proposal to acquire Sumo Logic. The representatives of Morgan Stanley reported this outreach by Sponsor C to the Corporate Governance Committee.

On December 7, 2022, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley provided their perspective on market conditions and mergers and acquisitions activity in the software and broader technology space. They also described the broad contours of a strategic review process that could be undertaken by Sumo Logic, including a preliminary list of counterparties that might have an interest in pursuing an acquisition of Sumo Logic. The representatives of Morgan Stanley discussed the Corporate Governance Committee’s determination to pursue a targeted, private strategic review process. As part of this discussion, the Sumo Logic Board noted the potential negative impacts on Sumo Logic of such a process, including the impact on customers and employees of any rumors that Sumo Logic was pursuing a sale. The Sumo Logic Board discussed potential alternatives to a sale of Sumo Logic, including continuing as an independent public company. It was the consensus of the Sumo Logic Board that Morgan Stanley should commence a process to contact 14 potential acquirers, composed of four potential strategic acquirors and ten potential financial sponsor acquirors (including Francisco Partners) to better understand their respective interest in acquiring Sumo Logic. The 14 potential strategic and financial sponsor acquirors were selected by the Sumo Logic Board following discussions with Morgan Stanley and Sumo Logic management and taking into account the expected relative interest of each potential acquiror in an acquisition of Sumo Logic and each potential acquiror’s ability to finance and consummate an acquisition. The Sumo Logic Board concluded that Morgan Stanley should inform Francisco Partners that the November proposal was not compelling but Francisco Partners was welcome to participate in the strategic review process. The Sumo Logic Board discussed the conversations held to date with Sponsor A, Sponsor B and Sponsor C and determined not to include Sponsor A, Sponsor B or Sponsor C in the initial phase of the strategic review process out of a belief that they were unlikely to have the capability to finance and consummate an acquisition of Sumo Logic.

In the days following the December 7, 2022, meeting of the Sumo Logic Board, Morgan Stanley, at the direction of the Sumo Logic Board, (1) informed Francisco Partners that the November proposal was not compelling and invited Francisco Partners to conduct additional due diligence to increase its proposal and (2) contacted the other 13 potential strategic and financial sponsor acquirors selected by the Sumo Logic Board to gauge their interest in an acquisition of Sumo Logic. Nine of the potential financial sponsor acquirors (including Francisco Partners) and two potential strategic acquirors (which we refer to as “Strategic 1” and “Strategic 2”), ultimately entered into confidentiality agreements with Sumo Logic. Certain of these confidentiality agreements included a customary “standstill” restriction on the counterparty’s ability to make public proposals to acquire Sumo Logic, but (1) all such standstill restrictions terminated upon the announcement of the signing of the merger agreement; and (2) none of the confidentiality agreements included restrictions on any counterparty’s ability to make private proposals to acquire Sumo Logic.

On December 5, 2022, Sumo Logic announced earnings for the third quarter of its 2023 fiscal year.

On December 9, 2022, Sumo Logic management met with representatives of Sponsor A, as agreed in the parties’ October 2022 meeting. During the meeting, the representatives of Sponsor A spoke generally about the possible benefits to Sumo Logic of not being a public company and Sponsor A’s willingness to partner with Sumo Logic if it chose to become a private company. Sponsor A did not make an offer to acquire Sumo Logic during this meeting.

On December 13, 2022, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the

relative level of acquisition interest that each was then displaying. The members of Sumo Logic management described their (1) recent meeting with representatives of Sponsor A; and (2) current expectations for Sumo Logic’s operating and financial results for fiscal years 2024 through 2026.

From December 14, 2022 through January 5, 2023, Sumo Logic management, with representatives of Morgan Stanley in attendance, gave management presentations concerning Sumo Logic’s business to the nine financial sponsor acquirors (including Francisco Partners) that had entered into confidentially agreements with Sumo Logic. After undertaking due diligence following these meetings, two of the nine financial sponsor acquirors declined to proceed with further discussions regarding a potential acquisition of Sumo Logic due to other investment priorities and generalized concerns regarding Sumo Logic’s business. During this period, Francisco Partners and the six other financial sponsor acquirors considering an acquisition of Sumo Logic (which we refer to as “Sponsor D,” “Sponsor E,” “Sponsor F,” “Sponsor G,” “Sponsor H” and “Sponsor I,” respectively) were granted access to an electronic dataroom containing financial and business information with respect to Sumo Logic to support their due diligence review of Sumo Logic. Each of Strategic 1 and Strategic 2 had the opportunity to participate in management presentations during this period, but, given the other priorities of Strategic 1 and Strategic 2, neither received a management presentation until the week of January 16, 2023.

On December 20, 2022, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the relative level of acquisition interest that each was then displaying. The Corporate Governance Committee approved a request from Sponsor G to partner with another financial sponsor acquiror concerning a possible joint bid to acquire Sumo Logic. The Corporate Governance Committee discussed whether to include Sponsor A, Sponsor B or Sponsor C in the current phase of Sumo Logic’s strategic review process. It was the consensus of the Corporate Governance Committee (1) to pursue discussions with Sponsor A given Sponsor A’s stated interest in participating in a strategic review process that Sumo Logic might choose to undertake; (2) not to pursue discussions with Sponsor B given that (a) Sponsor B had not expressed an interest in acquiring Sumo Logic; and (b) Sponsor B was unlikely to be able to finance and consummate an acquisition of Sumo Logic; and (3) not to pursue discussions with Sponsor C given that Sponsor C was unlikely to be able to finance and consummate an acquisition of Sumo Logic. The Corporate Governance Committee discussed the possibility of contacting additional potential strategic or financial sponsor acquirors beyond Sponsor A, Sponsor B, Sponsor C and the 14 other potential strategic and financial sponsor acquirors (including Francisco Partners) that had already been contacted. It was the consensus of the Corporate Governance Committee not to contact additional potential acquirors at that time given the robust interest in an acquisition already being displayed and the desire for a targeted, private strategic review process that minimized the potential for rumors that Sumo Logic was conducting a review of strategic alternatives, which would be disruptive to Sumo Logic’s business.

On December 21, 2022, a representative of Sponsor A contacted Mr. Sayar to request a meeting with Sumo Logic management. Later that day, and consistent with the decision of the Corporate Governance Committee, representatives of Morgan Stanley contacted Sponsor A to invite Sponsor A to participate in the strategic review process. Sponsor A responded that it would need additional time to consider whether to participate.

On December 27, 2022, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The members of Sumo Logic management reviewed with the Corporate Governance Committee a draft, prepared by Sumo Logic management, of Sumo Logic’s preliminary long-range operating plan. The members of Sumo Logic management described the process for preparing the long-range operating plan, along with the underlying assumptions and various execution and other risks to realizing the forecasted results. The Corporate Governance Committee provided advice and input to Sumo Logic management on the preliminary long-range operating plan. It was the consensus of the Corporate Governance Committee that the preliminary long-range operating plan was not yet developed sufficiently to recommend to the Sumo Logic Board, and, accordingly, the Corporate Governance Committee directed Sumo Logic management to refine the plan based on the input provided by the Corporate Governance Committee.

On January 3, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of Wilson Sonsini in attendance. The members of Sumo Logic management reviewed with the Corporate Governance Committee a revised draft of Sumo Logic’s preliminary long-range operating plan, which

reflected the input received from the Corporate Governance Committee at its meeting on December 27, 2022. It was the consensus of the Corporate Governance Committee to share the revised preliminary long-range operating plan with the Sumo Logic Board for additional input and perspectives.

On January 6, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of Wilson Sonsini in attendance. The members of Sumo Logic management reviewed with the Sumo Logic Board a draft of Sumo Logic’s preliminary long-range operating plan. The process for preparing the preliminary long-range operating plan was described, along with the underlying assumptions and various execution and other risks to realizing the forecasted results. The Sumo Logic Board provided advice and input to Sumo Logic management on the preliminary long-range operating plan and directed Sumo Logic management to refine the preliminary long-range operating plan based on the input provided by the Sumo Logic Board.

On January 10, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the relative level of acquisition interest that each was then displaying. The Corporate Governance Committee noted the significant demands on Sumo Logic management and associated distraction as a result of the strategic review process. The Corporate Governance Committee approved the distribution by Morgan Stanley of a bid process letter to those potential acquirors that were still considering an acquisition of Sumo Logic, which letter would request written acquisition proposals be submitted by January 24, 2023.

On January 13, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The members of Sumo Logic management reviewed a revised draft of Sumo Logic’s long-range operating plan, which reflected the input received from the Sumo Logic Board at its meeting on January 6, 2023 (which long-range operating plan is referred to as the “January 2023 long-range plan”). Additional information about the January 2023 long-range plan is contained in the section of this proxy statement captioned “—Projections.” The Sumo Logic Board approved providing the January 2023 long-range plan to (1) Morgan Stanley for purposes of its financial analyses of Sumo Logic; and (2) potential acquirors. A subset of the January 2023 long-range plan were subsequently provided to each of Francisco Partners, Sponsor D, Sponsor E, Sponsor F, Sponsor G and its partner (together, the “Sponsor G Consortium”), Sponsor H and Sponsor I.

On January 16, 2023, representatives of a potential financing source (which we refer to as “Financial A”) contacted Morgan Stanley concerning Financial A’s interest in making a minority investment in Sumo Logic. The representatives of Morgan Stanley responded that they would inform the Sumo Logic Board of the conversation.

On January 17, 2023, consistent with the direction of the Corporate Governance Committee, Morgan Stanley distributed bid process letters to Francisco Partners, Sponsor D, Sponsor E, the Sponsor G Consortium, Sponsor H and Sponsor I; these were the potential acquirors that were still actively considering an acquisition. The bid process letters requested written acquisition proposals no later than January 24, 2023. Following distribution of the bid process letters and until January 24, 2023, representatives of Morgan Stanley had multiple discussions with such parties to encourage them to submit an acquisition proposal.

On January 17, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the relative level of acquisition interest that each was then displaying. The representatives of Morgan Stanley described their conversation with Financial A. It was the consensus of the Corporate Governance Committee that, given the strategic efforts then underway, the time was not right to pursue discussions with Financial A.

Later on January 17, 2023, Sumo Logic management, with representatives of Morgan Stanley in attendance, gave a management presentation concerning Sumo Logic’s business to Strategic 2.

Still later on January 17, 2023, representatives of Sponsor A contacted representatives of Morgan Stanley and expressed Sponsor A’s interest in acquiring Sumo Logic. Sponsor A noted that it could only provide up to $300 million of committed equity financing and would require additional co-investors to finance and consummate an acquisition of Sumo Logic.

On January 18, 2023, representatives of a potential strategic acquiror (which we refer to as “Strategic 3”), on an unsolicited basis, contacted representatives of Morgan Stanley concerning Strategic 3’s interest in pursuing an acquisition of Sumo Logic. The representatives of Morgan Stanley responded that they would inform the Sumo Logic

Board of the conversation. On the same day, representatives of Morgan Stanley, with the authority of the Corporate Governance Committee, spoke with representatives of Sponsor B regarding Sponsor B’s interest in pursuing an acquisition of Sumo Logic and to better understand Sponsor B’s ability to finance and consummate a transaction.

Later on January 18, 2023, Sponsor F informed representatives of Morgan Stanley that Sponsor F was no longer pursuing an acquisition of Sumo Logic given other investment priorities and certain concerns regarding Sumo Logic’s business.

Still later on January 18, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the relative level of acquisition interest that each was then displaying. The representatives of Morgan Stanley also described their conversation with Strategic 3. The representatives of Morgan Stanley reviewed with the Sumo Logic Board preliminary financial analyses of Sumo Logic based on the January 2023 long-range plan.

On January 20, 2023, Sumo Logic management, with representatives of Morgan Stanley in attendance, gave a management presentation concerning Sumo Logic’s business to Strategic 1.

On January 23, 2023, The Information published an article stating that private equity firms, including Francisco Partners, had approached Sumo Logic regarding a possible acquisition. The price per share of Sumo Logic common stock as of the close of trading on January 20, 2023, the last trading day prior to such speculation, was $7.67.

On January 23, 2023, each of Sponsor E and Sponsor I independently informed representatives of Morgan Stanley that Sponsor E and Sponsor I, respectively, were no longer pursuing an acquisition of Sumo Logic. Among the reasons cited by these potential acquirors for choosing not to submit an acquisition proposal were concerns regarding competition facing Sumo Logic’s business, their assessment of Sumo Logic’s potential cross-sell opportunity between their respective portfolio companies, cost structure concerns, and additional work necessary to understand Sumo Logic’s go-to-market strategy. In addition, the Sponsor G Consortium and Sponsor H, separately and independently, each informed representatives of Morgan Stanley that it did not intend to submit a formal proposal to acquire Sumo Logic but remained interested in pursuing an acquisition at a price of approximately $10.00 in cash per share of Sumo Logic common stock.

On January 24, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini discussed with the members of the Corporate Governance Committee their fiduciary duties. The representatives of Morgan Stanley reviewed the feedback from those parties that had declined to submit an acquisition proposal. The Corporate Governance Committee discussed (1) the timing for the receipt of acquisition proposals from Francisco Partners and Sponsor D, which were expected within the next day; and (2) the additional due diligence required by each of Strategic 1 and Strategic 2 for either party to submit an acquisition proposal. It was noted that Strategic 1 was seeking highly confidential and competitively sensitive due diligence information regarding Sumo Logic. The Corporate Governance Committee discussed the status of Sponsor A and the possibility of contacting Strategic 3 regarding its interest in considering an acquisition of Sumo Logic but did not make any decisions in this regard.

Later on January 24, 2023, representatives of two potential financial sponsor acquirors (which we refer to as “Sponsor J” and “Sponsor K”) independently contacted Mr. Sayar regarding their interest in pursuing an acquisition of Sumo Logic. Mr. Sayar responded that he would inform the Sumo Logic Board of the conversation.

Still later on January 24, 2023, Francisco Partners submitted a non-binding proposal to acquire Sumo Logic for $11.95 in cash per share of Sumo Logic common stock (which is referred to as the “January proposal”). The January proposal (1) contemplated that investment funds managed by Francisco Partners would be responsible for the entire purchase price in the acquisition; and (2) expressed a willingness to sign and announce a transaction within a week.

On January 25, 2023, Strategic 2 informed representatives of Morgan Stanley that it was no longer pursuing an acquisition of Sumo Logic given other investment priorities and concerns regarding Sumo Logic’s business.

Also on January 25, 2023, representatives of a potential financial sponsor acquiror (which we refer to as “Sponsor L”) contacted representatives of Morgan Stanley regarding Sponsor L’s interest in pursuing an acquisition of Sumo Logic. The representatives of Morgan Stanley responded that they would inform the Sumo Logic Board of the conversation.

Also on January 25, 2023, Sponsor D submitted a non-binding proposal to acquire Sumo Logic for $10.50 in cash per share of Sumo Logic common stock (which proposal is referred to as the “Sponsor D proposal”). The Sponsor D proposal contemplated that (1) the definitive agreement would not be subject to any financing contingency; and (2) the parties sign and announce a transaction in early March 2023.

On January 26, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini discussed with the members of the Corporate Governance Committee their fiduciary duties. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the relative level of acquisition interest that each was then displaying. It was noted that Strategic 1 continued to seek highly confidential and competitively sensitive due diligence information. The representatives of Morgan Stanley reviewed the terms of the January proposal and the Sponsor D proposal from a financial point of view. The Corporate Governance Committee discussed the current status of the strategic review process. The Corporate Governance Committee also discussed Sumo Logic’s prospects as an independent public company. The Corporate Governance Committee determined to recommend to the Sumo Logic Board that (1) Morgan Stanley request that each of Francisco Partners and Sponsor D submit revised proposals to acquire Sumo Logic no later than February 3, 2023; (2) Morgan Stanley inform Francisco Partners that the Sumo Logic Board was seeking a purchase price per share in the teens, or as close to that as possible; and (3) Sumo Logic provide Strategic 1 with a targeted subset of its requested due diligence information in the hopes of positioning Strategic 1 to make an acquisition proposal. Discussion ensued as to whether to pursue discussions with any of the parties that had made unsolicited requests to engage in acquisition discussions with Sumo Logic. It was the consensus of the Corporate Governance Committee that, given their respective abilities to consummate a transaction as well as the advanced nature of the strategic review process, Morgan Stanley should contact each of Sponsor J, Sponsor K, Sponsor L and Strategic 3 to better understand each party’s interest in pursuing an acquisition of Sumo Logic on an accelerated timeline. The Corporate Governance Committee determined not to engage further with Sponsor A, Sponsor B or Sponsor C at that time given the number of other potential acquirors already in the process, the robustness of the interest displayed by those potential acquirors, and the belief of the Corporate Governance Committee that none of Sponsor A, Sponsor B or Sponsor C was likely to have the capability to finance and consummate an acquisition of Sumo Logic.

Later on January 26, 2023, representatives of a potential strategic acquiror (which we refer to as “Strategic 4”) contacted representatives of Morgan Stanley concerning Strategic 4’s interest in pursuing an acquisition of Sumo Logic. The representatives of Morgan Stanley responded that they would inform the Sumo Logic Board of the conversation.

On January 27, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the relative level of acquisition interest that each was then displaying. The representatives of Morgan Stanley reviewed the terms of the January proposal and the Sponsor D proposal from a financial point of view. The members of the Corporate Governance Committee provided their recommendation on next steps to the Sumo Logic Board. The Sumo Logic Board reviewed the results of the strategic review process, and, in the light of that process nearing a conclusion, discussed whether outreach to additional potential strategic or financial sponsor acquirors was warranted. After discussion, the Sumo Logic Board agreed with the recommendations of the Corporate Governance Committee. However, after considering the remaining parties still engaged in discussions with Sumo Logic, the Sumo Logic Board authorized Morgan Stanley to contact (1) each of Sponsor A and Strategic 4 regarding their interest in pursuing an acquisition of Sumo Logic on an accelerated basis; and (2) two additional potential strategic acquirors (which are referred to as “Strategic 5” and “Strategic 6”) regarding their interest in pursuing an acquisition of Sumo Logic. Strategic 5 and Strategic 6 had been identified by Morgan Stanley as parties that may be interested in pursuing an acquisition but had not been contacted given a perceived lower level of acquisition interest and concerns about revealing Sumo Logic’s confidential information to competitors.

In the days following the January 27, 2023, meeting of the Sumo Logic Board, Sumo Logic management or representatives of Morgan Stanley had the conversations authorized by the Sumo Logic Board. In response, (1) Sponsor J, Sponsor L, Strategic 3 and Strategic 5 declined to pursue discussions regarding an acquisition of Sumo Logic; (2) Sponsor K and Strategic 4 expressed preliminary interest in pursuing acquisition discussions; (3) Sponsor

A continued to express preliminary interest in pursuing acquisition discussions and expressed a theoretical ability to potentially offer a price of approximately $13.00 in cash per share of Sumo Logic common stock; and (4) Strategic 6 stated that it was unlikely that it would pursue an acquisition but required additional time to consider the opportunity before confirming.

On January 31, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini discussed with the members of the Corporate Governance Committee their fiduciary duties. The representatives of Morgan Stanley provided an update on the status of discussions with potential strategic and financial sponsor acquirors and the relative level of acquisition interest that each was then displaying. It was noted that after receiving a subset of its requested due diligence information, Strategic 1 continued to request highly confidential diligence information as a condition to submitting an acquisition proposal. It was the consensus of the Corporate Governance Committee that Strategic 1 should be informed that it should provide a targeted list of the minimum due diligence information that it required to make a preliminary acquisition proposal, and that Sumo Logic would evaluate that list. Morgan Stanley was instructed to inform Strategic 1 of this decision. The representatives of Wilson Sonsini reviewed the key terms of a proposed merger agreement that would be provided to potential acquirors. The Corporate Governance Committee authorized providing the draft merger agreement to Francisco Partners and Sponsor D, with instructions that such parties return a revised draft of the merger agreement with their acquisition proposals on or prior to February 3, 2023. In view of the interest expressed by Sponsor A, the Corporate Governance Committee also authorized providing Sponsor A with the draft merger agreement, but only if Sponsor A expressed an ability to pursue an acquisition of Sumo Logic on an accelerated basis.

Later on January 31, 2023, Strategic 1 provided a list of the minimum due diligence information that it required to make a preliminary acquisition proposal, which list continued to request a significant amount of Sumo Logic’s highly confidential and competitively sensitive information.

Later on January 31, 2023, Morgan Stanley distributed the draft merger agreement to Francisco Partners and Sponsor D.

Still later on January 31, 2023, Sponsor A entered into a confidentiality agreement with Sumo Logic, which included a customary “standstill” restriction on Sponsor A’s ability to make public proposals to acquire Sumo Logic. However, (1) all such restrictions terminated upon the announcement of the signing of the merger agreement; and (2) there were no restrictions on Sponsor A’s ability to make private proposals to acquire Sumo Logic. Sponsor A was subsequently granted access to the dataroom containing financial and business information with respect to Sumo Logic, and informed representatives of Morgan Stanley that Sponsor A required 30 to 45 days to complete its due diligence.

On February 2, 2023, representatives of each of Francisco Partners and Sponsor D met separately with members of Sumo Logic management and representatives of Morgan Stanley to discuss Sumo Logic’s anticipated business and financial results for the fourth quarter of its 2023 fiscal year.

Also on February 2, 2023, representatives of Morgan Stanley met with representatives of Strategic 1. Consistent with Corporate Governance Committee’s instruction, the representatives of Morgan Stanley explained Sumo Logic’s concerns with sharing Sumo Logic’s highly confidential and competitively sensitive information without first receiving a tangible indication from Strategic 1 that it was serious about acquiring Sumo Logic.

On February 3, 2023, Sponsor D informed representatives of Morgan Stanley that it was withdrawing its acquisition proposal and no longer pursuing an acquisition of Sumo Logic. Among the reasons cited was uncertainty surrounding investor reaction to Sumo Logic’s results for the fourth quarter of its 2023 fiscal year and the effect of such results on Sumo Logic’s expected financial guidance for the first quarter and full 2024 fiscal year.

Also on February 3, 2023, Francisco Partners provided Sumo Logic with a non-binding proposal to acquire Sumo Logic for $12.00 in cash per share of Sumo Logic common stock (which proposal is referred to as the “February proposal”). With the February proposal, Francisco Partners provided a revised draft of the merger agreement and a draft of the equity commitment letter. The February proposal noted that Francisco Partners was prepared to sign a definitive merger agreement and announce an acquisition of Sumo Logic within 48 hours.

On February 5, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley reviewed the terms of the February proposal from a financial point of view. The representatives of Wilson Sonsini reviewed the key terms of the revised merger agreement from Francisco Partners. The Corporate Governance

Committee discussed the advanced nature of acquisition discussions with Francisco Partners in relation to (1) Sponsor D and its decision to withdraw its acquisition proposal; (2) Strategic 1’s continued insistence on receiving highly confidential due diligence information as a condition to making a preliminary acquisition proposal; (3) Strategic 4 and Sponsor K, each of which had stated an intent to enter into a confidentiality agreement with Sumo Logic but had not done so at that time; (4) Sponsor A, which had stated that it required 30 to 45 days to complete due diligence and had not provided any assurances concerning its ability to consummate an acquisition of Sumo Logic; and (5) Strategic 6, whose status remained uncertain. Given (1) the significant time that would likely be required for any of Strategic 1, Strategic 4, Strategic 6, Sponsor A or Sponsor K to submit an acquisition proposal (if they submitted a proposal at all) and the potential risk of losing the favorable opportunity with Francisco Partners if Sumo Logic sought to continue to pursue discussions with these other third parties; (2) Sponsor D’s decision to cease acquisition discussions following its review of Sumo Logic’s earnings results (which results had not yet been provided to any of Strategic 1, Strategic 4, Strategic 6, Sponsor A or Sponsor K); and (3) the ability of any interested party to pursue an acquisition of Sumo Logic after entry into the merger agreement (so long as such acquisition met certain objective standards), it was the consensus of the Corporate Governance Committee that pursuing the February proposal was in the best interests of Sumo Logic and the Sumo Logic stockholders. The Corporate Governance Committee instructed Morgan Stanley to inform Francisco Partners that the Sumo Logic Board was likely to be supportive of the February proposal but expected the acquisition price to (1) represent a premium to Sumo Logic’s closing stock price on the trading day prior to announcement of a transaction; and (2) be no less than $12.00 in cash per share of Sumo Logic common stock. The Corporate Governance Committee also instructed Wilson Sonsini to negotiate the remaining terms of the merger agreement and the equity commitment letter with the goal of signing the merger agreement as soon as possible. Following the meeting, Morgan Stanley informed Francisco Partners of the decisions of the Corporate Governance Committee.

From February 5, 2023, until February 9, 2023, members of Sumo Logic management and representatives of Wilson Sonsini, and representatives of each of Francisco Partners and Kirkland & Ellis LLP, legal counsel to Francisco Partners (which we refer to as “Kirkland & Ellis”), met regularly to negotiate the terms of the merger agreement and the equity commitment letter. The principal areas of negotiation in the merger agreement included (1) the circumstances in which the Sumo Logic Board could change its recommendation to its stockholders or negotiate or accept an alternative acquisition transaction; (2) the definition of “material adverse effect”; (3) the conditions to each party’s obligation to consummate the merger; (4) the nature of each party’s right to terminate the merger agreement; (5) the nature and scope of the interim operating covenants applicable to Sumo Logic during the period prior to the closing of the merger; (6) the size of the termination fee payable by Sumo Logic in certain circumstances; and (7) the cap on any damages available to Sumo Logic in the event that Sumo Logic terminated the merger agreement because of Parent and Merger Sub’s failure to consummate the merger on the terms set forth in the merger agreement. The representatives of Wilson Sonsini and Kirkland & Ellis also negotiated the terms of the voting agreements.

On February 6, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini discussed with the members of the Sumo Logic Board their fiduciary duties. The decisions of the Corporate Governance Committee were reviewed, along with the terms of the February proposal (including the terms of the revised merger agreement and equity commitment letter provided by Francisco Partners). The Sumo Logic Board reviewed Morgan Stanley’s customary relationship disclosures, which included disclosures with respect to Francisco Partners as well as Sumo Logic (including the fact that in the past two-and-a-half years, Morgan Stanley and its affiliates had received aggregate fees of approximately $5 to $10 million for financing services provided to Sumo Logic). The Sumo Logic Board determined that no potential or actual conflicts would affect the ability of Morgan Stanley to fulfill its responsibilities as financial advisor to Sumo Logic.

On February 8, 2023, the Corporate Governance Committee met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The open points in the merger agreement were discussed.

Later on February 8, 2023, The Wall Street Journal published an article stating that Sumo Logic was nearing a deal to be acquired by Francisco Partners at a price of $12.00 to $13.00 per share.

Still later on February 8, 2023, and following the close of trading on Nasdaq, representatives of Morgan Stanley met with representatives of Francisco Partners. The representatives of Francisco Partners informed Morgan Stanley that

Francisco Partners would not pay a premium to the closing price of Sumo Logic common stock on February 8, 2023 (which price was $12.18 per share). However, Francisco Partners did increase the value of its proposal to $12.05 in cash per share of Sumo Logic common stock (which proposal is referred to as the “final proposal”).

Still later on February 8, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini discussed with the members of the Sumo Logic Board their fiduciary duties. The representatives of Morgan Stanley reviewed the terms of the final proposal from a financial point of view. The representatives of Morgan Stanley confirmed that there were no changes to the customary relationship disclosures with Francisco Partners previously provided to the Sumo Logic Board. The representatives of Wilson Sonsini discussed the key terms of the merger agreement and the equity commitment letter. It was the consensus of the Sumo Logic Board to accept the final proposal. The Sumo Logic Board instructed the representatives of each of Wilson Sonsini and Morgan Stanley to position Sumo Logic to be able to sign the merger agreement prior to the start of trading on Nasdaq on February 9, 2023.

Following the meeting of the Sumo Logic Board on February 8, 2023, members of Sumo Logic management and representatives of Wilson Sonsini, and representatives of each of Francisco Partners and Kirkland & Ellis, finalized the negotiations of the merger agreement, the equity commitment letter and the voting agreements.

Early on February 9, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini discussed with the members of the Sumo Logic Board their fiduciary duties. The representatives of Morgan Stanley reviewed Morgan Stanley’s financial analyses of the final proposal. Morgan Stanley then rendered its oral opinion, subsequently confirmed in writing, that, as of February 9, 2023, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share consideration of $12.05 in cash to be received by the holders of shares of Sumo Logic common stock (other than as specified in the merger agreement) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Sumo Logic common stock, as more fully described in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC” and the full text of the opinion is attached as Annex B to this proxy statement. The Sumo Logic Board considered that the per share price constitutes a premium of approximately 57 percent to Sumo Logic’s unaffected closing stock price on January 20, 2023, the last full trading day prior to media reports regarding a possible acquisition of Sumo Logic. The Sumo Logic Board, after considering the factors more fully described in the section of this proxy statement captioned “—Recommendation of the Sumo Logic Board and Reasons for the Merger,” (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were fair to, advisable and in the best interests of Sumo Logic and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Sumo Logic, Parent and Merger Sub subsequently signed the merger agreement.

Early on February 9, 2023, before the opening of trading on Nasdaq, Sumo Logic and Francisco Partners publicly disclosed the signing of the merger agreement.

Following the signing of the merger agreement, it was discovered that for fiscal years 2024 through 2027 the calculation of EBIT in the Projections included depreciation expense but inadvertently excluded the expense for the amortization of intangible assets. As a result, adding both depreciation and amortization of intangible assets to EBIT when calculating EBITDA in the Projections for the same period resulted in an additional add-back of amortization of intangible assets and an overstatement of the calculated EBITDA. On March 24, 2023, the Sumo Logic Board met, with members of Sumo Logic management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. At the meeting, Sumo Logic’s management summarized the corrections required to the Projections to adjust for the additional add-back of amortization of intangible assets in the Projections. The representatives of Morgan Stanley noted that, of the financial analyses performed by Morgan Stanley in rendering its opinion to the Sumo Logic Board on February 9, 2023, as described in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC,” only its discounted cash flow analysis was impacted by this matter. The Morgan Stanley representatives then reviewed with the Sumo Logic Board the results of its discounted cash flow analysis based on the corrected Projections, including that the range of estimated implied value per share of Sumo Logic common stock, as described more fully in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC,” would have been $8.60 – $12.45, rather than the stated $8.86 – $12.72. Following such review, the representatives of Morgan Stanley confirmed to the Sumo Logic Board that the corrected Projections would not

have changed the conclusion set forth in its opinion as of the date it was delivered as of February 9, 2023. The Sumo Logic Board considered the matter and determined that the adjustments to the Projections to correct for the additional add-back of amortization of intangible assets would not have changed the Sumo Logic Board’s decision to approve the merger agreement or its recommendation to the Sumo Logic stockholders to adopt the merger agreement.

On February 9, 2023, the Sumo Logic Board unanimously: (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Sumo Logic and its stockholders; (2) approved the execution and delivery of the merger agreement by Sumo Logic, the performance by Sumo Logic of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein; (3) recommended that the stockholders of Sumo Logic adopt the merger agreement and approve the transactions contemplated thereby; and (4) directed that the adoption of the merger agreement be submitted for consideration by the stockholders of Sumo Logic at a meeting thereof.

The Sumo Logic Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; (2) “FOR” the compensation that will or may become payable by Sumo Logic to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In evaluating the merger agreement and the merger, the Sumo Logic Board consulted with Sumo Logic management, as well as representatives of each of Wilson Sonsini and Morgan Stanley. In recommending that Sumo Logic stockholders vote “FOR” the adoption of the merger agreement and approval of the merger, the Sumo Logic Board considered and analyzed a number of factors, including the following (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, and the factors discussed below, the Sumo Logic Board concluded that entering into the merger agreement was advisable, fair to and in the best interests of Sumo Logic and Sumo Logic’s stockholders.

The Sumo Logic Board believed that the following material factors and benefits supported its determination and recommendation:

The Sumo Logic Board also considered a number of uncertainties and risks and other potentially negative factors related to its recommendation, including the following:

This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Sumo Logic Board in its consideration of the merger. After considering these and other factors, the Sumo Logic Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In light of the variety of factors considered by the Sumo Logic Board and the complexity of these factors, the Sumo Logic Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Sumo Logic Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Sumo Logic Board adopted and approved the merger agreement and the merger, and recommended that Sumo Logic stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Sumo Logic Board. The explanation of the factors and reasoning set forth above may contain forward-looking statements, which should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Sumo Logic retained Morgan Stanley to provide it with financial advisory services and an opinion in connection with the possible sale of Sumo Logic. The Sumo Logic Board selected Morgan Stanley to act as Sumo Logic’s financial advisor based on Morgan Stanley’s qualifications, extensive expertise and international reputation, its knowledge of

and involvement in recent transactions in Sumo Logic’s industry, and its knowledge of Sumo Logic’s business and affairs given Morgan Stanley’s role as an underwriter in Sumo Logic’s initial public offering. At the meeting of the Sumo Logic Board on February 9, 2023, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of February 9, 2023, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share price of $12.05 in cash to be received by the holders of shares of Sumo Logic common stock (other than as specified in the merger agreement) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Sumo Logic common stock.

The full text of the written opinion of Morgan Stanley, dated as of February 9, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Sumo Logic Board, in its capacity as such, and addresses only the fairness from a financial point of view of the per share price of $12.05 in cash to be received by the holders of shares of Sumo Logic common stock (other than as specified in the merger agreement) pursuant to the merger agreement as of the date of the opinion and does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or a recommendation as to how our stockholders should vote at the special meeting.

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

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

Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Sumo Logic management of the future financial performance of Sumo Logic. Morgan Stanley expressed no view as to the Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the equity commitment letter, and that the definitive merger agreement and equity commitment letter would not differ in any material respect from the drafts thereof furnished to Morgan Stanley on February 9, 2023. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Sumo Logic and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley’s opinion does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Sumo Logic’s officers, directors or employees, or any class of such persons, relative to the per share price of $12.05 in cash to be received by the holders of shares of Sumo Logic common stock (other than as specified in the merger agreement) in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Sumo Logic, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, February 9, 2023. Events occurring after February 9, 2023 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion as of February 9, 2023, subsequently confirmed in writing as of such date, to the Sumo Logic Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley utilized and was directed by the Sumo Logic Board to rely upon, among other matters, (1) the Projections and (2) the average of estimates by equity research analysts as of February 8, 2023 (which we refer to as the “street case”), which included extrapolations for calendar year 2025 prepared by Morgan Stanley that were reviewed and approved for Morgan Stanley’s use by Sumo Logic management). For the purposes of Morgan Stanley’s financial analyses presented to the Sumo Logic Board on February 9, 2023 and this section, the fiscal years as set forth in the Projections are represented as calendar years, with each calendar year representing the subsequent fiscal year, such that, for example, calendar year 2023 represents Sumo Logic’s fiscal year 2024. The Projections are more fully described below in the section of this proxy statement captioned “—Projections.” In accordance with direction from the Sumo Logic Board, Morgan Stanley utilized the Projections and street case in its financial analyses described below.

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Sumo Logic with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share

similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). These companies were the following:

Morgan Stanley analyzed the ratio of aggregate value (which we refer to as “AV”) for each of the comparable companies utilizing publicly available financial information as of February 8, 2023 to estimated revenue for each of calendar years 2023 (which is referred to as “CY23”) and 2024 (which we refer to as “CY24”). Morgan Stanley referred to these ratios as AV/CY2023E Revenue and AV/CY2024E Revenue, respectively. For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/CY2023E Revenue of 2.0x – 4.5x and AV/CY2024E Revenue of 2.0x – 4.0x and applied these ranges to the estimated revenue for Sumo Logic for calendar years 2023 and 2024 based on each of the Projections and the street case.

Based on the outstanding shares of Sumo Logic common stock on a fully diluted basis, as provided by Sumo Logic management on February 3, 2023, and Sumo Logic’s net cash as of February 3, 2023 as provided by Sumo Logic management, Morgan Stanley calculated the estimated implied value per share of Sumo Logic common stock as follows:

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

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the potential future equity value of a company’s common stock as a function of such company’s estimated future revenue and a range of trading multiples. The resulting estimated future implied equity value is subsequently discounted back to the present day to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Sumo Logic common stock on a standalone basis for each of the Projections and the street case.

Morgan Stanley calculated ranges of implied equity values per share of Sumo Logic common stock as of February 8, 2023. To calculate the discounted equity value per share of Sumo Logic common stock, Morgan Stanley used calendar year 2025 estimated revenue based on each of the Projections and the street case. For each scenario, Morgan Stanley calculated the future-implied fully diluted equity value of Sumo Logic as of February 8, 2025 (1) with respect to the street case, by applying a representative range for the ratio of aggregate value to the estimated revenue for calendar year 2025 of 2.0x – 4.5x to Sumo Logic’s calendar year 2025 estimated revenue based on the street case; (2) with respect to the Projections, by applying a representative range for the ratio of aggregate value to estimated revenue for calendar year 2025 of 3.5x – 5.5x to Sumo Logic’s calendar year 2025 estimated revenue based the Projections and (3) in each case, adding Sumo Logic’s future net cash estimate (with such estimates provided by Sumo Logic management for the Projections and extrapolated for the street case (which extrapolations were reviewed and approved for Morgan Stanley’s use by Sumo Logic management)). In each case, Morgan Stanley then divided the future implied fully diluted equity value by estimated future diluted shares outstanding to calculate a future equity value per share. Morgan Stanley discounted the resulting future equity values per share to February 8, 2023 using a discount rate equal to Sumo Logic’s assumed cost of equity of 13.1 percent, which cost of equity was selected based on the application of Morgan Stanley’s professional judgment and experience. Based on these calculations, this analysis implied the following value ranges per share of Sumo Logic common stock:

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

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as earnings before interest, taxes, depreciation and amortization, (1) less stock-based compensation expense; (2) less taxes; (3) less capital expenditures; and (4) plus or minus changes in net working capital, for calendar years 2023 through 2032, which estimated unlevered free cash flows were reviewed and approved by Sumo Logic management for Morgan Stanley’s use. The free cash flows and terminal value were then discounted, using a mid-year convention, to present values as of January 31, 2023, at a discount rate ranging from 12.1 percent to 14.1 percent, which discount rates were selected

upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of Sumo Logic’s weighted average cost of capital. The resulting aggregate value was then adjusted to add net cash as of February 3, 2023 and further adjusted to add the net present value of net operating losses as provided by Sumo Logic management.

Based on the outstanding shares of Sumo Logic common stock on a fully diluted basis as provided by Sumo Logic management on February 3, 2023, Morgan Stanley calculated the estimated implied value per share of Sumo Logic common stock as follows:

In mid-March 2023, subsequent to the rendering of its opinion to the Sumo Logic Board, Morgan Stanley determined and informed Sumo Logic management and the Sumo Logic Board that based on the adjustments to the Projections as described in the section of this proxy statement captioned “—Background of the Merger,” the range of estimated implied value per share of Sumo Logic common stock shown in the table immediately preceding this sentence would have been $8.60 – $12.45, rather than the stated $8.86 – $12.72.

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms, by reviewing publicly available statistics for selected comparable transactions. Such comparable transactions were selected because they shared certain characteristics with the merger, most notably because they were similar software transactions. For each such transaction, Morgan Stanley noted the ratio of aggregate value of the transaction to each of the target company’s estimated revenue for the next 12-month period following the announcement date of the applicable transaction (which we refer to as “NTM Revenue”).

The following is the list of such reviewed transactions:

Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges for the ratio of aggregate value to the estimated NTM Revenue of 3.0x to 7.0x and applied these ranges to Sumo Logic’s estimated NTM Revenue as of February 8, 2023, based on the street case to calculate a range of implied equity values per share of Sumo Logic common stock. The results of the analysis were as follows:

No company or transaction utilized in the precedent transactions analysis is identical to Sumo Logic or the merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Sumo Logic’s control. These include, among other things, the impact of competition on Sumo Logic’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Sumo Logic and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the transactions to which the merger is being compared. The fact that points in the range of implied present value per share of Sumo Logic derived from the valuation of precedent transactions were less than or greater than the per share price in connection with the merger is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the merger, but is one of many factors Morgan Stanley considered.

Morgan Stanley observed additional factors that were not considered as part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Sumo Logic Board.

Morgan Stanley reviewed the premiums paid by acquirers in selected public company technology transactions occurring between 2011 and February 8, 2023, with aggregate values greater than $250 million. Morgan Stanley selected such public company technology transactions because of certain shared characteristics with the merger based on Morgan Stanley’s professional judgment and experience. For each transaction in the analyses, Morgan Stanley noted, where available: (1) the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or, as applicable, on the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); and (2) the implied premium to the acquired company’s 30-day average closing share price prior to announcement (or, as applicable, the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news).

Morgan Stanley also reviewed the premiums paid by acquirers in such selected public company technology transactions since the beginning of 2022 as an indication of premiums paid on recent technology transactions. For each transaction in the analysis, Morgan Stanley noted, where available, the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or, as applicable, on the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news).

Based on its analysis of the premia for such transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected (1) a representative range of premia based on the selected transactions occurring between 2011 and February 8, 2023 and applied such range to Sumo Logic’s closing share price on January 20, 2023 (the last trading day prior to public rumors regarding a potential transaction); (2) a representative range of premia based on the selected transactions occurring between 2011 and February 8, 2023 and applied such range to Sumo Logic’s closing share price during the 30 trading days prior to and including January 20, 2023; and (3) a representative range of premia based on the selected transactions occurring since the beginning of 2022 and applied such range to Sumo Logic’s closing share price on January 20, 2023.

The following table summarizes such calculations:

Morgan Stanley reviewed publicly available equity research analysts’ share price targets for Sumo Logic common stock as of January 20, 2023. Morgan Stanley used the lowest and highest undiscounted price targets issued by those research analysts with publicly available price targets for shares of Sumo Logic, resulting in a range of $8.50 to $18.00 per share of Sumo Logic common stock, with a median of $10.00 per share.

Morgan Stanley then calculated the range of discounted price targets for Sumo Logic by discounting such targets for one year. Based on an estimated cost of equity of 13.1 percent for Sumo Logic, Morgan Stanley calculated a range of discounted price targets of $7.51 to $15.91 per share of Sumo Logic common stock, with a median of $8.84 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Sumo Logic common stock, and these estimates are subject to uncertainties, including the future financial performance of Sumo Logic and future financial market conditions.

In connection with the review of the merger by the Sumo Logic Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of an opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Sumo Logic.

In performing its analyses, Morgan Stanley made numerous judgments and assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Sumo Logic’s control. These include, among other things, the impact of competition on Sumo Logic’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Sumo Logic and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the per share price of $12.05 in cash to be received by the holders of shares of Sumo Logic common

stock (other than as specified in the merger agreement) pursuant to the merger agreement and in connection with the delivery of its opinion dated as of February 9, 2023, to the Sumo Logic Board. These analyses do not purport to be appraisals or reflect the prices at which shares of Sumo Logic common stock might actually trade.

The aggregate per share price to be received by the holders of shares of Sumo Logic common stock (other than as specified in the merger agreement) pursuant to the merger agreement was determined through arm’s-length negotiations between Sumo Logic and Francisco Partners and was approved by the Sumo Logic Board. Morgan Stanley provided financial advice to the Sumo Logic Board during these negotiations but did not, however, recommend any specific consideration to Sumo Logic or the Sumo Logic Board, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how our stockholders should vote at the special meeting.

Morgan Stanley’s opinion and its presentation to the Sumo Logic Board were among the many factors taken into consideration by the Sumo Logic Board to recommend that the Sumo Logic Board approve and adopt the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Sumo Logic Board with respect to the consideration pursuant to the merger agreement or of whether the Sumo Logic Board would have been willing to agree to a different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Sumo Logic Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Sumo Logic, Parent, Francisco Partners or its affiliates and their affiliated funds’ respective portfolio companies (which are referred to collectively herein as the “Francisco Partners Related Entities”) and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with Sumo Logic in connection with the merger, may have committed and may commit in the future to invest in private equity funds managed by Francisco Partners, or the Francisco Partners Related Entities or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in private equity funds managed by Francisco Partners or the Francisco Partners Related Entities.

Under the terms of its engagement letter, Morgan Stanley provided the Sumo Logic Board financial advisory services and an opinion, described in this section and attached to this proxy statement as Annex B, in connection with the merger, and Sumo Logic has agreed to pay Morgan Stanley a fee of approximately $29.0 million for its services, $6.0 million of which was earned following delivery of the opinion described in this section and attached to this proxy statement as Annex B and the remainder of which is contingent upon the consummation of the merger. Sumo Logic has also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Sumo Logic has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages, liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have not provided financial advisory or financing services to Sumo Logic and have not received any fees for such services from Sumo Logic. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services to Francisco Partners and certain of its majority-controlled affiliates and

have received aggregate fees of less than approximately $1.0 million in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to Sumo Logic, Francisco Partners or the Francisco Partners Related Entities and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Other than in connection with Sumo Logic’s regular earnings press releases and related investor materials, and in connection with its investor day, Sumo Logic does not, as a matter of course, make public projections as to its future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Sumo Logic management regularly prepares, and the Sumo Logic Board regularly evaluates, prospective financial information relating to Sumo Logic’s future performance as part of its long-term business planning. Sumo Logic management regularly makes and reviews with the Sumo Logic Board updates to its long-term business plan, including to reflect actual results and trends and changes in Sumo Logic’s performance and the industry in which it operates.

As part of Sumo Logic’s evaluation of strategic alternatives (including continuing as an independent public company), Sumo Logic management prepared and reviewed with the Corporate Governance Committee and the Sumo Logic Board unaudited prospective financial information for fiscal years 2024 through 2026 contained in the January 2023 long-range plan, together with extrapolations for fiscal years 2027 through 2033 (the “extrapolations”). The extrapolations for fiscal year 2027 were prepared by Sumo Logic management. The extrapolations for fiscal years 2028 through 2033 were prepared by Morgan Stanley at the direction of the Corporate Governance Committee and were reviewed and approved by Sumo Logic management. For purposes of this proxy statement, we refer to the unaudited prospective financial information for fiscal years 2024 through 2026 contained in the January 2023 long-range plan, together with the extrapolations, as the “Projections.” The Projections were prepared for internal use only and not for public disclosure and were provided by Sumo Logic management to the Corporate Governance Committee and the Sumo Logic Board for the purposes of their consideration, analyses and evaluation of the merger and other strategic alternatives.

At the direction of the Sumo Logic Board, the Projections were used by Morgan Stanley for purposes of performing its financial analyses in connection with rendering its opinion to the Sumo Logic Board (as more fully described in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC”). In addition, a subset of the unaudited prospective financial information for fiscal years 2024 through 2026 contained in the January 2023 long-range plan were provided to Francisco Partners prior to the execution of the merger agreement, and to certain other potential acquirors, as part of acquisition discussions and to assist in their respective due diligence review during Sumo Logic’s strategic review process. For more information on the preparation and use of the Projections, please see the sections of this proxy statement captioned “—Background of the Merger” and “—Opinion of Morgan Stanley & Co. LLC.”

The Projections were prepared and/or approved by, and are the sole responsibility of, Sumo Logic management. At Sumo Logic’s direction, Morgan Stanley relied on the accuracy and completeness of the Projections utilized in its financial analyses and its advice to the Sumo Logic Board, as well as the assurances of Sumo Logic management that (1) it was not aware of any facts or circumstances that would make such information inaccurate or misleading; and (2) the Projections were reasonably prepared and/or approved based on the best currently available estimates and judgments of Sumo Logic management of the future financial performance of Sumo Logic.

The Projections were developed and/or approved by Sumo Logic management as then-current estimates of Sumo Logic’s future financial performance as an independent public company. The Projections do not give effect to the merger, including any impact of the negotiation or execution of the merger agreement, the expenses that have already and will be incurred in connection with completing the merger, or any changes to Sumo Logic’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the merger. The Projections also do not consider the effect of any failure of the merger to be completed; the Projections should not be viewed as accurate or continuing in that context.

The Projections constitute forward-looking statements. The Projections are not included in this proxy statement to influence any decision on whether to vote for the merger proposal or any other proposal presented at the special meeting, but rather are included in this proxy statement to give stockholders access to certain non-public information that was provided to the Corporate Governance Committee, the Sumo Logic Board and Morgan Stanley for the purposes described above. By including the Projections in this proxy statement, none of the Corporate Governance

Committee, the Sumo Logic Board, Sumo Logic, Sumo Logic management, Morgan Stanley or any person has made or makes any representation to any person regarding Sumo Logic’s ultimate performance as compared to the information contained in the Projections. The inclusion of the Projections should not be regarded as an indication that the Corporate Governance Committee, the Sumo Logic Board, Sumo Logic, Sumo Logic management, Morgan Stanley or any other person considered, or now considers such information to be necessarily predictive of Sumo Logic’s actual future results, and such information should not be relied on as such. Further, the inclusion of the Projections in this proxy statement does not constitute an admission or representation by Sumo Logic that the information presented is material.

The Projections were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (which we refer to as “GAAP”). In addition, the Projections were not prepared with a view toward complying with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Sumo Logic’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to Sumo Logic’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

Although the Projections are presented with numerical specificity, it reflects numerous assumptions and estimates as to future events made by Sumo Logic management that Sumo Logic management believed in good faith were reasonable at the time that the Projections were prepared. Sumo Logic’s ability to achieve the financial results contemplated by the Projections will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to related operational and execution risks. The Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Projections not to be achieved can be found in the risk factors included in Sumo Logic’s periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of Sumo Logic’s control. As a result, there can be no assurance that the Projections will be realized, and Sumo Logic’s actual results may be materially better or worse than those contained in the Projections. For information on factors that may cause Sumo Logic’s future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.” The Projections may differ from publicized analyst estimates and forecasts and do not consider any events or circumstances after the date that they were prepared, including the announcement of the entry into the merger agreement. You should evaluate the Projections, if at all, in conjunction with Sumo Logic’s historical financial statements and other information regarding Sumo Logic contained in Sumo Logic’s public filings with the SEC. The Projections may not be consistent with Sumo Logic’s historical operating data as a result of the assumptions utilized in preparing such information. Except to the extent required by applicable federal securities laws, Sumo Logic does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Projections are not, and should not be considered to be, a guarantee of future operating results. Further, the Projections are not fact and should not be relied upon as being necessarily indicative of Sumo Logic’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Projections are non-GAAP financial measures (which we refer to as the “non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a

reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Corporate Governance Committee, the Sumo Logic Board, Morgan Stanley or any other person. Accordingly, no reconciliation of the financial measures included in the Projections is provided in this proxy statement.

In preparing and approving the Projections, Sumo Logic management utilized the following material assumptions. Sumo Logic management using its business judgement, believed in good faith that these assumptions were reasonable:

The following table presents a summary of the Projections. This table corrects for the additional add-back of amortization of intangible assets for fiscal years 2024 through 2027 that is further described in the section of this proxy statement captioned “—Background of the Merger.”

When considering the recommendation of the Sumo Logic Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that Sumo Logic’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Sumo Logic’s stockholders. Additionally, concurrently with the execution of the merger agreement, Sumo Logic’s directors, in their capacities as stockholders of Sumo Logic, entered into the voting agreements with Parent and Sumo Logic. The voting agreements obligate these persons to vote their respective shares of Sumo Logic common stock in favor of the adoption of the merger agreement and for any proposal to adjourn or postpone the special meeting to a later date if Sumo Logic or Parent proposes or requests such postponement or adjournment in accordance with the merger agreement, and against any action, agreement, or proposal that would reasonably be expected to prevent or materially impede or materially delay the consummation of the merger. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by Sumo Logic’s stockholders, the Sumo Logic Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

Pursuant to the terms of the merger agreement, directors and officers of Sumo Logic will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

As of February 28, 2023, there were outstanding awards of Sumo Logic RSUs (or portions thereof) that cover an aggregate of 14,855,129 shares of Sumo Logic common stock, of which Sumo Logic RSUs covering an aggregate of 323,671 shares of Sumo Logic common stock were held by Sumo Logic’s current non-employee directors and of which Sumo Logic RSUs covering an aggregate of 1,877,104 shares of Sumo Logic common stock were held by Sumo Logic’s current executive officers and Christian Beedgen, Sumo Logic’s co-founder, Chief Technology Officer, and a member of the Sumo Logic Board.

At the effective time of the merger, each vested Sumo Logic RSU will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (1) the total number of shares of Sumo Logic common stock subject to such vested Sumo Logic RSU multiplied by (2) the per share price, less applicable withholding taxes.

At the effective time of the merger, each unvested Sumo Logic RSU will be cancelled and converted into a converted cash award (without interest) equal to (1) the total number of shares of Sumo Logic common stock subject to such unvested Sumo Logic RSU, multiplied by (2) the per share price, less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such converted cash award will continue to be subject to, the same vesting terms and conditions as applied to the corresponding unvested Sumo Logic RSU immediately prior to the effective time of the merger.

For more information regarding the treatment of Sumo Logic RSUs held by Sumo Logic’s directors and executive officers, see the section of this proxy statement captioned “Interests of Sumo Logic’s Directors and Executive Officers in the Merger—Change in Control and Severance Benefits Under Existing Relationships.”

As of February 28, 2023, there were no outstanding awards of Sumo Logic PSUs covering shares of Sumo Logic common stock.

At the effective time of the merger, each vested Sumo Logic PSU will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (1) the total number of shares of Sumo Logic common stock subject to such vested Sumo Logic PSU (as determined in accordance with the terms of the applicable award agreement), multiplied by (2) the per share price, less applicable withholding taxes.

At the effective time of the merger, each unvested Sumo Logic PSU will be cancelled and converted into a converted cash award (without interest) equal to (1) the total number of shares of Sumo Logic common stock subject to such unvested Sumo Logic PSU (as determined in accordance with the terms of the applicable award agreements), multiplied by (2) the per share price, less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such converted cash award will be subject to the same vesting terms and conditions (excluding performance-based vesting conditions) as applied to the corresponding unvested Sumo Logic RSU immediately prior to the effective time of the merger.

As of February 28, 2023, 10,463,722 shares were subject to outstanding Sumo Logic options, of which 9,822,230 have an exercise price below the per share price. Sumo Logic options to purchase an aggregate of 550,000 shares of Sumo Logic common stock were held by Sumo Logic’s current non-employee directors and Sumo Logic options to purchase an aggregate of 5,099,771 shares of Sumo Logic common stock were held by Sumo Logic’s current executive officers and Mr. Beedgen.

At the effective time of the merger, each vested Sumo Logic option will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (1) the total number of shares of Sumo Logic common stock subject to the vested Sumo Logic option, multiplied by (2) the excess, if any, of the per share price over the exercise price per share of such vested Sumo Logic option, less applicable withholding taxes.

At the effective time of the merger each unvested Sumo Logic option will be cancelled and converted into a converted cash award (without interest) equal to (1) the total number of shares of Sumo Logic common stock subject to such unvested Sumo Logic option, multiplied by (2) the excess, if any, of the per share price over the exercise price per share of such unvested Sumo Logic option, less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such converted cash award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the corresponding unvested Sumo Logic option immediately prior to the effective time of the merger.

Any underwater Sumo Logic option will be cancelled at the effective time of the merger for no consideration or payment.

For more information regarding the treatment of Sumo Logic options held by Sumo Logic’s directors and executive officers, see the section of this proxy statement captioned “Interests of Sumo Logic’s Directors and Executive Officers in the Merger—Change in Control and Severance Benefits Under Existing Relationships.”

Prior to the effective time of the merger, we will take all actions necessary to, (1) provide that no new individuals will be permitted to enroll in the ESPP on or following the date of the merger agreement; (2) make any adjustments that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; (3) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the current purchase period from those in effect on the date of the merger agreement; (4) cause the exercise (as of no later than one business day prior to the date on which the effective time occurs) of each outstanding purchase right pursuant to the ESPP, but otherwise not issue any of Sumo Logic common stock under the ESPP; (5) provide that no further offering period or purchase period will commence pursuant to the ESPP on or after the date of the merger agreement; and (6) not extend the current purchase period. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP and no further rights will be granted or exercised under the ESPP after such termination. Of Sumo Logic’s executive officers, two are enrolled in the ESPP for the current purchase period. Sumo Logic’s non-employee directors are not eligible to participate in the ESPP.

The following table sets forth for each person who has been a Sumo Logic executive officer or member of the Sumo Logic Board at any time since the beginning of Sumo Logic’s 2023 fiscal year, (1) the number of shares of Sumo Logic common stock directly held; (2) the number of shares of Sumo Logic common stock subject to his or her in-the-money Sumo Logic options; and (3) the number of shares of Sumo Logic common stock subject to his or her Sumo Logic RSUs, assuming the following and such additional assumptions set forth in the footnotes to the table:

We have granted certain stock-based awards such as stock options and RSUs under Sumo Logic’s 2020 Equity Incentive Plan (which we refer to as the “2020 plan”) and Sumo Logic’s 2010 Stock Plan, as amended, that are outstanding and held by Sumo Logic’s non-employee directors and executive officers, including pursuant to Sumo Logic’s Outside Director Compensation Policy that are held by Sumo Logic’s non-employee directors. Pursuant to the 2020 plan or the terms of the award, equity awards granted to Sumo Logic’s non-employee directors will accelerate vesting upon a “change in control.” The closing of the merger will be a “change in control” within the meaning of Sumo Logic’s 2020 plan or the terms of the award.

We have entered into a change in control and severance agreement with each of Sumo Logic’s current executive officers that provides for the severance and change in control benefits as described below.

If an executive officer’s employment is terminated within the period beginning three months before a change in control and ending 18 months following a change in control either (1) by us (or any of Sumo Logic’s subsidiaries) without cause (excluding by reason of death or disability); or (2) by the executive officer for good reason, the executive officer will receive the following benefits if the executive officer timely signs and does not revoke a release of claims in Sumo Logic’s favor:

If any of the amounts provided for under these change in control and severance agreements or otherwise payable to an executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then the executive officer will be entitled to receive either full payment of benefits under his or her change in control and severance agreement or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Sumo Logic’s named executive officers that is based on, or that otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules,

and in this section such term is used to describe the merger-related compensation payable to Sumo Logic’s named executive officers. Sumo Logic’s “named executive officers” for purposes of the disclosure in this proxy statement are Ramin Sayar, Stewart Grierson, Suku Krishnaraj Chettiar, Lynne Doherty, Katherine Haar, and Sydney Carey. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “—Interests of Sumo Logic’s Directors and Executive Officers in the Merger—Treatment of Equity Awards” and “—Interests of Sumo Logic’s Directors and Executive Officers in the Merger—Change in Control and Severance Agreements.”

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table:

The amounts reported below are estimates based on these and other assumptions that may or may not actually occur or be accurate on the date the merger actually closes. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below. Sumo Logic’s named executive officers will not receive pension, non-qualified deferred compensation, or tax reimbursements in connection with the merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of Sumo Logic common stock have been calculated based on the per share price.

As of the date of this proxy statement, none of Sumo Logic’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Parent or Merger Sub; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Parent or Merger Sub to be effective following the consummation of the merger. However, prior to the effective time of the merger, Parent or Merger Sub may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Sumo Logic’s employees to be effective as of the effective time of the merger.

The closing of the merger will take place (1) on a date that is agreed upon by Sumo Logic, Parent, and Merger Sub, but no later than two business days after the last condition is satisfied or waived (excluding conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of each of such conditions) (further described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”); or (2) at such other time agreed to by Sumo Logic, Parent, and Merger Sub. On the Closing, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance of such certificate of merger, or at a later time agreed to in writing by the parties and specified in such certificate of merger in accordance with the DGCL.

If the merger is consummated, Sumo Logic’s stockholders (including beneficial owners of shares of Sumo Logic’s capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) properly demand an appraisal

of their shares; (3) continuously hold of record or beneficially own their shares through the effective time of the merger; (4) otherwise comply with the procedures of Section 262 of the DGCL; and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the merger under Section 262 of the DGCL, which we refer to as “Section 262.” Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, all references in Section 262 and in this summary “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Sumo Logic’s stockholders exercise their appraisal rights under Section 262. STOCKHOLDERS SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW.

Under Section 262, if the merger is completed, holders of record of shares of Sumo Logic common stock or beneficial owners who (1) submit a written demand for appraisal of such stockholder’s shares of Sumo Logic common stock to Sumo Logic prior to the vote on the adoption of the merger agreement; (2) do not vote, in person or by proxy, in favor of the adoption of the merger agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective time of the merger; and (4) otherwise comply with the procedures and satisfy certain ownership thresholds set forth in Section 262 may be entitled to have their shares of Sumo Logic common stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, for the “fair value” of their shares of Sumo Logic common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective time of the merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing of the merger, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (A) the total number of shares of the class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with subsection (g) of Section 262; or (B) the value of the merger consideration in respect of such shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Given that the shares of Sumo Logic common stock are listed on the Nasdaq (and assuming such shares remain so listed up until closing of the merger), then the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of Sumo Logic common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is satisfied.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be

accessed without subscription or cost. This proxy statement constitutes Sumo Logic’s notice to Sumo Logic’s stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any holder of shares of Sumo Logic common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the per share price described in the merger agreement less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Sumo Logic common stock, Sumo Logic believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of Sumo Logic common stock must do ALL of the following:

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights with respect to the shares of Sumo Logic common stock unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain.

A person wishing to exercise appraisal rights must deliver to Sumo Logic, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must hold or own, as applicable, beneficially or of record, the shares on the date the written demand for appraisal is made and must continue to hold or own, as applicable, the shares through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will constitute a waiver of the stockholder’s and beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement. A proxy or vote against the adoption of the merger agreement will not constitute a demand. A person’s failure to make the written demand prior to the taking of the vote on the adoption of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform Sumo Logic of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Sumo Logic, Inc.

855 Main Street, Suite 100

Redwood City, California 94063

Attention: Corporate Secretary

At any time within 60 days after the effective time of the merger, any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the per share price offered pursuant to the merger agreement, less any applicable withholding taxes, by delivering to Sumo Logic, as the surviving corporation, a written withdrawal of the demand for appraisal. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will 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 (which we refer to as a “reservation”) for any application (as defined below); provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the merger consideration within 60 days after the effective time of the merger. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share price being offered pursuant to the merger agreement.

If the merger is completed, within ten days after the effective time of the merger, the surviving corporation will notify each stockholder (including any beneficial owner) of each constituent corporation who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the merger agreement, that the merger has become effective and the effective time thereof.

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 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 any person other than the surviving corporation, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Sumo Logic common stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Sumo Logic common stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective time of the merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Sumo Logic has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within ten days after

receipt by the surviving corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving corporation, service of a copy thereof must be made upon the surviving corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the surviving corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice are borne by the surviving corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. 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 under Section 262.

Given that the shares common stock are listed on the Nasdaq (and assuming such shares remain so listed up until closing of the merger), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of shares of Sumo Logic common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is met.

After the Delaware Court of Chancery determines the persons entitled to appraisal and, with respect to Sumo Logic common stock, that at least one of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Sumo Logic common stock, 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 the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment. However, the surviving corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (x) 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 (y) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware 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 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 facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 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 Supreme Court of Delaware also stated 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.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares 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 may not in any manner address, fair value under Section 262. ALTHOUGH SUMO LOGIC BELIEVES THAT THE PER SHARE PRICE IS FAIR, NO REPRESENTATION IS MADE AS TO THE OUTCOME OF THE APPRAISAL OF FAIR VALUE AS DETERMINED BY THE DELAWARE COURT OF CHANCERY, AND STOCKHOLDERS SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE PER SHARE PRICE. Neither Sumo Logic nor Parent anticipates offering more than the per share price to any persons exercising appraisal rights, and each of Sumo Logic and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Sumo Logic common stock is less than the per share price. If a petition for appraisal is not timely filed or, with respect to Sumo Logic common stock, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith (which we refer to as an “application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Sumo Logic common stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Sumo Logic common stock will be deemed to have been converted at the effective time of the merger into the right to receive the per share price as provided in the merger agreement. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger, if neither of the ownership thresholds above has been satisfied in respect of those seeking appraisal rights with respect to the shares of Sumo Logic common stock, or if the person delivers to the surviving corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the per share price as provided in the merger agreement in accordance with Section 262.

From and after the effective time of the merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of Sumo Logic common stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective time of the merger); provided, however, that if no petition for an appraisal is filed within the time provided in Section 262, if neither of the ownership thresholds above has been satisfied in respect of those seeking appraisal rights with respect to the shares of Sumo Logic common stock, or if such person delivers to the surviving corporation a written withdrawal of such person’s demand for an appraisal and an acceptance of the merger, within 60 days after the effective time of the merger, then the right of such person to an appraisal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon

such terms as the Court deems just, including, without limitation, a reservation; provided, however, that the foregoing shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective time of the merger.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the merger agreement, less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The merger will be accounted for as a “business combination” for financial accounting purposes.

The following discussion is a summary of material U.S. federal income tax consequences of the merger that may be relevant to U.S. holders and Non-U.S. holders of shares of Sumo Logic common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), U.S. Treasury Regulations promulgated under the Code, court decisions, published positions of the U.S. Internal Revenue Service (which we refer to as the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Sumo Logic common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, as property held for investment purposes). With respect to holders whose shares of Sumo Logic common stock were subject to vesting restrictions at the time such shares were acquired, if any, this discussion assumes that a valid and timely election pursuant to Section 83(b) of the Code was made with respect to such shares.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Sumo Logic common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Sumo Logic common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court. Further, no opinion of counsel has been or will be rendered with respect to the tax consequences of the merger or related transactions.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER U.S. FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of Sumo Logic common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. holder in exchange for shares of Sumo Logic common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. holder’s adjusted tax basis generally will equal the amount that such U.S. holder paid for the shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of shares of Sumo Logic common stock at different times and/or different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of Sumo Logic common stock.

For purposes of this discussion, a “Non-U.S. holder” is a beneficial owner of shares of Sumo Logic common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

Subject to the discussion below on backup withholding and FATCA (as defined below) withholding, any gain realized by a Non-U.S. holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Information reporting and backup withholding (at a current rate of 24 percent) may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (1) a U.S. holder that furnishes a correct taxpayer identification number and certifies that such U.S. holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form); or (2) a Non-U.S. holder that (a) provides a certification of such Non-U.S. holder’s non-U.S. status on the appropriate series of IRS Form W-8 (or a substitute or successor form); or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

A U.S. holder may be required to retain records related to such holder’s common stock and file with its U.S. federal income tax return, for the taxable year that includes the merger, a statement setting forth certain facts relating to the merger.

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (which we refer to as, collectively, “FATCA”), impose a U.S. federal withholding tax of 30 percent on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. 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 U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30 percent on certain payments made to a non-financial foreign entity unless such entity provides the withholding

agent a certification identifying certain direct and indirect U.S. 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-U.S. holder might be eligible for refunds or credits of such taxes.

The U.S. Treasury Department recently 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 Sumo Logic common stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders of Sumo Logic common stock are encouraged to consult with their tax advisors regarding the possible implications of FATCA on the disposition of Sumo Logic common stock pursuant to the merger.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH U.S. HOLDER AND NON-U.S. HOLDER SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO SUCH HOLDER AND THE PARTICULAR TAX EFFECTS OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL NON-INCOME, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

Upon the terms and subject to the conditions set forth in the merger agreement, Parent and Merger Sub, on the one hand, and Sumo Logic, on the other hand, agreed to use reasonable best efforts to take, or cause to be taken, all actions, do, or cause to be done, all things and assist and cooperate with the other parties in doing, or causing to be done, all things, in each case as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective the merger, in the most expeditious manner practicable including: (1) seeking to obtain all consents, waivers, approvals, expirations of all applicable waiting periods, orders and authorizations from governmental authorities, and taking all actions to avoid or eliminate each and every impediment under applicable law; and (2) making all registrations, declarations, and filings with governmental authorities, in each case that are necessary or advisable to consummate the merger.

Under the merger agreement, the merger cannot be completed until the waiting period (and extensions thereof, if any) applicable to the merger under the HSR Act have expired or otherwise been terminated, and all consents of the relevant governmental authorities under the specified foreign direct investment laws have been obtained or any applicable waiting period thereunder (including any extensions thereof) shall have expired or been terminated.

Sumo Logic and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on February 23, 2023. The applicable waiting period under the HSR Act is scheduled to expire at 11:59 p.m., Eastern time on March 27, 2023.

In addition, Parent, in coordination and consultation with Sumo Logic, submitted the specified foreign direct investment filings on or prior to March 1, 2023.

Sumo Logic and Parent have each agreed to use its reasonable best efforts, as soon as reasonably practicable, to cause the expiration or termination of the applicable waiting period pursuant to the HSR Act, the specified foreign direct investment laws, and any other antitrust law or foreign direct investment law applicable to the merger.

Additionally, Parent and Merger Sub have each agreed not to acquire or agree to acquire by merging or by acquiring in any other manner, any business of any person or other business organization or division if such business competes in any material line of business with Sumo Logic or its subsidiaries and the entering into a definitive agreement relating to the consummation of such transaction would reasonably be expected to (1) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration, or approval of any governmental authority necessary to consummate the merger or the expiration or termination of any applicable waiting period; (2) materially increase the risk of any governmental authority entering an order preventing or materially restraining the consummation of the merger; (3) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (4) materially delay or prevent the consummation of the merger, subject to certain exceptions.